Expert Terms of Service

This Expert Terms of Service Agreement (“Terms”) governs your use as an expert user of the GoReply marketplace platform. Doing business as GoReply (“we”, “us”, or “GoReply”), including our website (GoReply.com), and services we provide (collectively, the website, and services referred to as our “Site”). “You” and “Expert User” refer to you as an Expert user of the Site.

These Terms apply solely to Expert Users of our Site. Use of our Site is also subject to our current Acceptable Use Policy / Community Guidelines. Any use by you of our Site other than as an Expert User is governed by the Site Terms of Service. (“Site Terms”).

PLEASE READ THESE TERMS CAREFULLY. By using our Site as an Expert User or otherwise indicating your acceptance (for example, by agreeing when creating or logging into your account, clicking “I Agree,” etc.), you represent and warrant that you have read, understand, and agree to be bound by these Terms. If you do not agree, do not access or use our Site as an Expert User.

1. Participation in the GoReply Marketplace

Registration: In order to participate on our Site, you must register. By registering, you agree to provide true, accurate, current, and complete information about yourself as prompted by our registration form, as well as any other information reasonably requested by us (collectively, “Registration Data”), and maintain and promptly update the Registration Data to keep it true, accurate, current, and complete. If you do not do so or we reasonably believe that you have not done so, we have the right to suspend or terminate your Site account and your use of our Site. You agree not to create a Site account using a false identity or providing false information, on behalf of another person (except as outlined below for a parent or legal guardian and Organizations), or if you (and your parent or legal guardian, or an Organization, if applicable) have previously been removed or banned from our Site. You are responsible for maintaining the confidentiality of your Site account information, including your username and password. You are responsible for all activities that occur on or in connection with your Site account and you agree to notify us immediately of any unauthorized access or use of your Site account. You acknowledge and agree that we are not responsible or liable for any damages, losses, costs, expenses, or liabilities related to any unauthorized access to or use of your Site account.
Expert User age 18 or older: Expert Users who are at least 18 years old may register directly. By registering, you represent and warrant that: (A) you are at least 18 years old.
Organizations: A management company, manager, agency, agent, publicist, or other individual or organization (each, an “Organization”) may register an Expert User (“Affiliated Expert”). By registering, the Organization represents and warrants for itself and each Affiliated Expert that: (A) Organization is the authorized representative of the Affiliated Expert.

2. GoReply Responses

As an Expert user you can use your regular email inbox (currently Google Gmail and Outlook are supported) to forward or label commercial e-mail messages. These emails will then automatically be forwarded to the GoReply platform. The original sender will then be asked to pay a fee in order to get a reply from you. Only when the fee is paid you will be notified.

While we hope you will reply within 48 hours of receiving our notification, you may have up to seven days (at GoReply’s sole discretion) to complete and provide a reply to the original sender.. If you do not either: (i) accept the request and reply; or (ii) decline the request; the request will expire and can no longer be fulfilled (except that you may fulfill the expired request at no cost to the User and with no payment due from us). You may decline a request or otherwise refuse, in your discretion, to respond to an email or request if a User’s request is objectionable or otherwise offensive to you. If you accept a request, you agree to reply.
GoReply retains the right, in its sole discretion, to cancel any request from a User. No payment will be made to you for any declined, cancelled, or unfulfilled GoReply Response request.
Each GoReply Response can vary in length depending on the initial request. You will have sole discretion over the script and content of any GoReply Response. Your response to the User’s request is your responsibility and at your discretion, subject to these Terms; however, Users are usually happiest when at least the majority of their request is followed by a Expert User. If you complete a GoReply Response but do not follow the general directions and requests of the User, we will discuss with you an appropriate adjustment of the payment made to you.

4. Fees & Payment

Booking Fee: You set your own price for each GoReply Response and any other offering you choose to make available through the GoReply marketplace platform) (each, a “Booking Fee”), provided that: (the Booking Fee for each GoReply Response must be at least EUR / USD 5.00 (unless otherwise agreed in writing by GoReply); The Booking Fee includes any service, transaction, or part that is granted to a charity organization, or processing fees paid to GoReply.
A minimum of 10% of your fees will be donated to a charity of your choice. GoReply will transfer the funds to the charity of your choice.
Fees: Other than with respect to an expired request that you choose to fulfill (as set forth in Section 2(a) and subject to these Terms, we will pay you 75% of the Booking Fee after the percentage of the charity is subtracted for each GoReply Conversation or other GoReply product offering that you created and delivered to fulfill to a User’s request that you accepted through our Site. Any VAT GoReply collects will be remitted to the applicable tax authority and will not be included in the Booking Fee.
Fees and Payment Representations and Warranties: You represent and warrant that: (i) GoReply Responses are not, and are not intended to be, covered by any guild, union, collective bargaining, management, agency, or similar agreement and there will be no residual or any other type of payment due from GoReply to you, to any third-party, guild, union, management, or agent, or pursuant to any collective bargaining agreement, in connection with any GoReply Response, payment from us to you, or our Site; (ii) GoReply is not responsible for, and will not make any deduction to payments made to you for any fees, commissions, costs, expenses, or payments of any kind to or with respect to any third party, including any manager, agent, attorney, representative, or service provider, in connection with any revenue earned by or payments made to you in connection with our Site; and (iii) GoReply is not responsible for any contributions, payments, taxes, or deductions for Social Security, retirement benefits, unemployment insurance, annuities, or pension or welfare fund payments required by law or any labor union, or any withholding or taxes
Taxes: As an expert user, you are responsible for determining and fulfilling your obligations under applicable laws to report, collect, remit or include in your price any applicable VAT or other indirect taxes, income or other taxes ("Taxes").
Collection and Remittance by GoReply: In jurisdictions where GoReply facilitates the collection and/or remittance of Taxes on behalf of expert users, you instruct and authorize GoReply to collect Taxes on your behalf, and/or to remit such Taxes to the relevant Tax authority. Any Taxes that are collected and/or remitted by GoReply are identified to Members on their transaction records, as applicable. GoReply may seek additional amounts from expert users (including by deducting such amounts from future payouts) in the event that the Taxes collected and/or remitted are insufficient to fully discharge that expert users’ tax obligations, and you agree that your sole remedy for Taxes collected by GoReply is a refund from the applicable Tax authority. You acknowledge and agree that we retain the right, with prior notice to affected expert-users, to cease the collection and remittance of Taxes in any jurisdiction for any reason.
Tax Information In certain jurisdictions, Tax regulations may require that we collect and/or report Tax information about you, or withhold Taxes from payouts to you, or both. If you fail to provide us with documentation that we determine to be sufficient to support any such obligation to withhold Taxes from payouts to you, we may withhold payouts up to the amount as required by law, until sufficient documentation is provided. You agree that GoReply may issue on your behalf invoices or similar documentation for VAT, GST, consumption or other Taxes for your Services to facilitate accurate tax reporting by our users and their organizations
Payment: You agree to register with the third-party payment provider selected by GoReply, which GoReply may change in its sole discretion. You may not use a payment provider other than the one selected by GoReply. You will provide the payment provider any information required in order to receive payments via the payment provider, e.g., information about the bank account that you own at a regulated financial institution. Any payments due to you from GoReply will be made via the payment provider. If available, you may transfer funds from your GoReply account to your bank account by submitting a payment request. Your request will be processed by the payment provider. If not available, GoReply will submit the payment request, for processing by the payment provider. In addition, GoReply may, in its sole discretion, transfer funds from your GoReply account to your bank account especially in the case of account inactivity. If you do not provide the payment provider with all required information, you may not be able to receive the payments due to you. GoReply will not be responsible for any damages, delays, losses, costs, expenses, or liabilities arising out of or in connection with your inability to receive payments as a result of your failure to provide such information. You acknowledge and agree that GoReply does not operate, own, or control the payment provider; and your use of any payment provider is subject to the terms and privacy policies of that payment provider. You agree that we are not responsible for any delay, failure, damage, or liability caused by a payment provider, any other third party, a force majeure, or your failure to timely or properly set up an account with the payment provider or otherwise provide requested information for payment. Other than with respect to any payment to or deduction by the application platform (as set forth in Section 4.b). GoReply will be responsible for fees, costs, and expenses incurred in connection with the payment provider selected by GoReply. Unless otherwise agreed by GoReply in writing, you acknowledge and agree that you are solely responsible for any other fees, costs, and expenses, including with respect to your bank account and foreign exchange fees. Notwithstanding anything to the contrary contained in these Terms, if GoReply, in its sole discretion, believes that any fraud, money laundering, or other violation of law or regulation is taking place on or in connection with our Site, you acknowledge and agree that we may withhold, delay, or seek repayment of any payments we believe, in our sole discretion, are related to the violation.
Currency: Payments via the payment provider are in Euro’s unless the payment provider permits you to choose another currency and you do so.
Fundraising: If you identify any entity on your booking page, via e-mail or elsewhere on our Site as a charitable organization or a recipient of any funds that you are raising (each, a “Charity”), you: (i) represent and warrant that you will comply with all applicable laws and regulations relating to that identification or the Charity, including making disclosures, registering, or entering into any agreement, such as a commercial co-venturer agreement; (ii) acknowledge and agree that we have the right in our sole discretion to reject your identification or the Charity; (iii) represent and warrant that the Charity is and will remain in good standing at all times the identification is used, that within 48 hours of your receipt of our request, you will provide us with written evidence of the Charity’s good standing and charitable status in all applicable jurisdictions, and that you will promptly remove the identification if the Charity ceases to be in good standing; (iv) represent and warrant that you will be responsible for making any payment to the Charity (unless we expressly agree in writing in advance to do so on your behalf and in satisfaction of our payment obligations to you under these Terms); and (v) represent and warrant that you have all rights necessary to authorize use of the Charity’s name and logo in connection with (and on) our Site, in the identification, and in any social and other media. You further acknowledge and agree that we may add a statement to your booking page disclaiming a connection between GoReply and the Charity, as we determine in our sole discretion.

6. Expert Content

License Grant to Expert Content: Our Site allows you to upload, submit, store, send, transmit, approve, and receive content and data, including your GoReply Responses and Promotional Materials (collectively, “Expert Content”). When you upload, submit, store, send, transmit approve, or receive Expert Content to or through our Site, you grant to us a non-exclusive, royalty-free, fully paid, unlimited, universal, sublicensable (through multiple tiers of sublicenses), perpetual, and irrevocable license in any and all manner and media, whether now known or hereinafter invented or devised (including social media channels and third party websites and platforms), to use, reproduce, license, distribute, modify, adapt, publicly perform, publicly display, and create derivative works (for example, translations, adaptations, compilations, excerpts, or other modifications) of your Expert Content for the purposes of operating and providing our Site, to develop and improve our products and services, and to advertise, market, and promote our Site, products, and services, and you agree that such Expert Content may, in GoReply’s sole discretion, be used, including performed or displayed, in connection with any other elements, materials, copyrights, rights of publicity, or copyrighted materials. Please remember that third parties (including Users) may search for and see any Expert Content you submit to public areas of our Site. You agree that we may display advertising with or in connection with your Expert Content. You further acknowledge and agree that GoReply has no obligation to you in connection with any advertising displayed on or in connection with our Site (including no obligation to share any revenue received by GoReply as a result of any such advertising).
License Grant to Users:
1. For each GoReply Response, you hereby grant to the User and the Recipient a non-exclusive, royalty-free, fully paid, worldwide, sublicensable, and perpetual license to use, reproduce, distribute, and publicly display the GoReply Response, in each case, solely in accordance with the Site Terms, in any and all media, whether now known or hereafter invented or devised (including social media channels and third-party websites and platforms).
Expert Content Representations and Warranties: You represent and warrant to GoReply and the User that:
1. you own all rights in and to your Expert Content and Feedback (defined below) and that you have the right to grant the rights described in these Terms;
2. you have paid and will pay in full any fees, royalties, or other payments that are due or may become due in connection with any use of your Expert Content and Feedback by us, Users, or third parties (including Recipients) as described in these Terms;
3. your agreement to, and provision of services under, these Terms does not violate any agreement that you may have with any third party;
4. In connection with each Business GoReply Reaponse:
  1. any statements that you make in connection with the Business are factually correct and not misleading, are not disparaging or defamatory, and represent your true opinion;
  2. you will comply with all applicable laws, rules, and regulations.
5. your Expert Content and Feedback does not infringe, misappropriate, or otherwise use without necessary authorization, any intellectual property, privacy, publicity, moral, or other rights of any third party, or violate any law, regulation, or court order;
6. you will not post or make publicly available any GoReply Repsonse that the User has requested not be posted to your booking page;
7. you will not contact, respond to, or communicate with any User that you meet on or through our Site, except as expressly permitted through our Site.
8. you will not provide your contact information to any User or send merchandise or anything else to a User other than as permitted by these Terms;
9. you will not ask us for permission or to assist you with the actions prohibited by Sections 6.e(v) through 6.e(viii); and
Treatment of Expert Content: Any Expert Content is non-confidential, non-proprietary, and must not contain or include any information which you do not have the right to disclose or that you do not wish to be disclosed. We will not be responsible or liable for any use or disclosure of Expert Content, including any personal or business information included in that Expert Content. You acknowledge and agree that your relationship with us is not a confidential, fiduciary, joint-venture, employer/employee, agency, or other type of special relationship, and that your decision to participate in our Site or submit any Expert Content does not place us in a position that is any different from the position held by members of the general public, including with regard to your Expert Content. None of your Expert Content will be subject to any obligation of confidence by us, Users, or third parties (including Recipients), and we will not be liable or responsible for any use or disclosure of any Expert Content.
Refusal and Removal of Expert Content: We may refuse to accept or transmit Expert Content for any reason without notice to you. We may remove Expert Content from our Site for any reason without notice to you.
Cancellation of Site Account: If you cancel your Site account, you may, on at least three business days’ advance written notice to us, request that we no longer include your GoReply Responses on our Site and that we not make any new public use of them. As noted in Section 6.c, we have no obligation as to any use of your GoReply Responses by the Users for whom you created them or by any third party with whom they have already been shared (including Recipients) (including from social media channels or third-party websites or platforms).

7. Ownership

Other than Expert Content, we or our licensors own all right, title, and interest in and to: (i) our Site and the “look and feel” of our Site, including all software, ideas, processes, data, text, media, HTML/CSS, JavaScript, visual design elements, and other content available on our Site (individually, and collectively, “GoReply Content”); and (ii) our trademarks, logos, and brand elements (“Marks”). Our Site, GoReply Content, and Marks are each protected under EU. and international laws. You may not duplicate, copy, sell, resell, commercialize, or reuse any portion of GoReply Content or Marks without our prior express written consent. You acknowledge and agree that each request or message from a User is a Submission (as defined in the Site Terms) owned by the User who created it.
GoReply desires to avoid the possibility of misunderstandings if a project developed by us, our employees, or our contractors might seem similar to material submitted to us by you or a third party. To the extent you submit any ideas, suggestions, proposals, plans, or other materials related to our business (individually, and collectively, “Feedback”), you acknowledge and agree that you are submitting that Feedback at your own risk and that GoReply has no obligation (including of confidentiality or privacy) with respect to your Feedback, and you grant to GoReply a non-exclusive, royalty-free, fully paid, unlimited, universal, sublicensable (through multiple tiers of sublicenses), perpetual, and irrevocable license, in any and all manner and media, whether now known or hereinafter invented or devised, to reproduce, license, distribute, modify, adapt, publicly perform, publicly display, create derivative works of, and otherwise use and exploit in any manner (including commercially), any and all Feedback.
You hereby waive any and all moral rights or “droit moral” that you may have in Expert Content or Feedback, and you represent and warrant that no third party has any moral, “droit moral” or other rights in the Expert Content or Feedback.

8. Additional Terms

Some products or services offered through the Site may have additional terms and conditions (“Additional Terms”). If Additional Terms apply, we will make them available for you to read in connection with that product or service. By using that product or service, you agree to the Additional Terms. To the extent that the Additional Terms conflict with any of these Terms, these Terms will govern unless the Additional Terms say that all or some of these Terms don’t apply.

9. Eligibility

Age: You must be at least 18 years old (or, outside of the Netherlands) the applicable legal age to enter into a contract) to use our Site. If you are a minor or under the age of majority in your country of residence, your parent or legal guardian must agree to these Terms on your behalf and you may access and use our Site only with permission from your parent or legal guardian.
Eligibility Representations and Warranties: You represent and warrant that:
1. you have not been prohibited from using or accessing any aspect of our Site by us or pursuant to any applicable law or regulation;
2. you will comply with all applicable terms of any third-party payment provider we select, and you are not on a prohibited list of that payment provider;
3. you (and any Site account that you created or control) have not been previously banned or removed from our Site for any reason; and
4. you are not a convicted sex offender.

10. Copyright and Intellectual Property Policy

Digital Millennium Copyright Act Notice: We respond to notices of alleged copyright infringement and terminate access to our Site for repeat infringers. If you believe that your material has been copied in a way that constitutes copyright infringement, please forward the following information to the Copyright Agent named below:
1. your address, telephone number, and email address;
2. a description of the work that you claim is being infringed;
3. a description of the material that you claim is infringing and are requesting be removed along with information about where it is located;
4. a statement that you have “a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law”;
5. an electronic or physical signature of the copyright owner (or a person authorized to act for the copyright owner); and
6. a statement by you, made under penalty of perjury, that the information you are providing is accurate and that you are the copyright owner or authorized to act on behalf of the copyright owner.
  
  Copyright Agent: GoReply BV
  Oude Boteringestraat 71
  9712 GG Groningen
  contact@goreply.com
If you do not follow these requirements, your notice may not be valid. Please note, only notices of alleged copyright infringement should be sent to our Copyright Agent.
Termination Policy: If we determine that you are a repeat infringer, we may terminate your access to our Site, remove or ban you (and any Site account you created or control), and take other appropriate action in our sole discretion.

11. Privacy

Your privacy is important to us. Our Privacy Policy explains how we collect, use, and share personal information and other data. By using our Site, you agree to our Privacy Policy.

12. Third-Party Content and Interactions

Our Site may contain features and functionalities that link to or provide you with access to third party content, that is completely independent of GoReply, including GoReply Responses, websites, platforms, directories, servers, networks, systems, information, databases, applications, software, programs, products or services, and the Internet in general. The contents of GoReply Responses and other offerings that allow interactions with third parties, including Users, on GoReply are the sole responsibility of the people involved in those interactions. GoReply is not responsible for the content of the interactions you may have with third parties through GoReply Videos or other offerings. However, GoReply may, in its sole discretion, intercede in selected interactions and you will reasonably cooperate with GoReply if it does so. You acknowledge and agree that GoReply will not be responsible for any damages, losses, costs, expenses, or liabilities incurred as the result of such interactions, including any requests or Submissions from Users. You agree to contact Users about matters relating to our Site only through the Site. You hereby release each GoReply Party (defined below) from claims, demands, and damages (actual and consequential) of every kind or nature, known and unknown, suspected and unsuspected, disclosed and undisclosed, arising out of or in any way related to such interactions or our Site.

13. Business Relationship with GoReply

You and GoReply agree and declare you and GoReply are in a direct business relationship and the relationship between the parties, including these Terms, is solely an independent contractor relationship. It is the parties’ express intent that their relationship be interpreted and held to be that of independent contractor for all purposes. You acknowledge and agree that you are not a joint venturer, franchisee, partner, agent, or employee of GoReply, and will not represent yourself as such. As an independent contractor using our platform to provide marketing, artistic, writing, and photography services to Users, you are solely and exclusively responsible for determining the manner, method, details, and means of your performance under these Terms and you acknowledge and agree that we do not control those elements of your performance. You also retain the option to accept, decline, or ignore any User request. We have no right to, and will not, control the manner or determine the method of accomplishing your performance. You represent and warrant that you are customarily engaged in an independently established trade, occupation, or business.
You represent and warrant that as between GoReply and you (whether a Expert User, parent or legal guardian of a Expert User, an Organization, Affiliated Expert, GoReply Partner, or otherwise), you assume sole liability for and will pay or cause to be paid all applicable contributions, payments, taxes, and deductions for Social Security, retirement or other benefits, healthcare insurance, unemployment insurance, annuities, pension and welfare fund payments required by law, regulation, or any labor union, and all withholding and income taxes, and make any reports required as a result of participation on our Site under these Terms.
You will use your own equipment to perform your obligations under these Terms.
You are solely responsible for making any disclosure required by any applicable law, regulation, court order or any agreement you may have with any third parties to any person or entity regarding your performance under these Terms.
Your relationship with GoReply is non-exclusive, meaning that you may provide similar services to third parties, including GoReply’s competitors, and you may engage in other business or employment activities. Similarly, we can and do engage third parties to provide services similar to those that you may provide under these Terms.

14. Links

Our Site may contain links to social media platforms or third-party websites. You acknowledge and agree that: (a) the link does not mean that we endorse or are affiliated with the platform or website; and (b) we are not responsible or liable for any damages, losses, costs, expenses, or liabilities related to your use of the platform or website. You should always read the terms and conditions and privacy policy of a platform or website before using it.

15. Changes to our Site

You acknowledge and agree we may change or discontinue any aspect of our Site at any time, without notice to you. You acknowledge and agree we may change or discontinue any aspect of our Site at any time, without notice to you.

16. Termination and Reservation of Rights

You may cancel your Site account at any time by contacting a member of the GoReply team at contact@goreply.com. We reserve the right to terminate access to our Site to any person, including you, at any time, for any reason, in our sole discretion. If you violate any of these Terms, your permission to use our Site automatically terminates.

17. Disclaimers and Limitations on our Liability

You acknowledge and agree that your use of our Site is at your own risk and that our Site is provided on an “as is” and “as available” basis. To the extent permitted by applicable law, the GoReply Parties disclaim all warranties, conditions, and representations of any kind, whether express, implied, statutory, or otherwise, including those related to merchantability, fitness for a particular purpose, non-infringement, and arising out of course of dealing or usage of trade.
In particular, the GoReply Parties make no representations or warranties about the accuracy or completeness of content available on or through our Site or the content of any social media platform or third-party website linked to or integrated with our Site. You acknowledge and agree that the GoReply Parties will have no liability for any: (i) errors, mistakes, or inaccuracies of content; (ii) personal injury, property damage, or other harm resulting from your access to or use of our Site; (iii) any unauthorized access to or use of our servers, any personal information, or user data; (iv) any interruption of transmission to or from our Site; (v) any bugs, viruses, trojan horses, or the like that may be transmitted on or through our Site; or (vi) any damages, losses, costs, expenses, or liabilities of any kind incurred as a result of any content or the use of any content posted or shared through our Site.
You acknowledge and agree that any material or information downloaded or otherwise obtained through our Site, including a User request, is done at your own risk and that you will be solely responsible for any damages, losses, costs, expenses, or liabilities arising from or in connection with doing so. No advice or information, whether oral or written, obtained by you from us or through our Site, including through a GoReply Response, will create any warranty not expressly made by us.
You acknowledge and agree that when using our Site, you will be exposed to content from a variety of sources, and that GoReply is not responsible for the accuracy, usefulness, safety, legality, or intellectual property rights of or relating to any such content. You further understand and acknowledge that you may be exposed to content that is inaccurate, offensive, indecent, objectionable, or harassing, and you agree to waive, and do hereby waive, any legal or equitable rights or remedies you have or may have against any GoReply Party with respect thereto.
To the fullest extent permitted by applicable law, you acknowledge and agree that in no event will any GoReply Party be liable to you or to any third party for any indirect, special, incidental, punitive, or consequential damages (including for loss of profits, revenue, or data) or for the cost of obtaining substitute products, arising out of or in connection with these Terms, however caused, whether such liability arises from any claim based upon contract, warranty, tort (including negligence), strict liability or otherwise, and whether or not GoReply has been advised of the possibility of such damages.
To the maximum extent permitted by applicable law, our total cumulative liability to you or any third party under these Terms, including from all causes of action and all theories of liability, will be limited to and will not exceed the fees actually received by GoReply from you during the 12 months preceding the claim giving rise to such liability.
Certain jurisdictions do not allow the exclusion or limitation of certain damages. If those laws apply to you, some or all of the above exclusions or limitations may not apply to you, and you might have additional rights.
You agree that the limitations of damages set forth above are fundamental elements of the basis of the bargain between GoReply and you.

18. Indemnification

You agree to indemnify, defend, and hold harmless GoReply and its parents, subsidiaries, affiliates, officers, employees, directors, shareholders, agents, partners, and licensors (each, a “GoReply Party, “ and collectively, “GoReply Parties”) from and against any and all claims, costs, proceedings, demands, losses, damages, and expenses (including reasonable attorneys’ fees and costs) of any kind or nature, arising from, out of, in connection with, or relating to: (a) these Terms; (b) use of our Site; (c) your negligence, misconduct, or fraud; (d) any action or inaction by you or anyone acting on your behalf; (e) any Organization or Affiliated Expert; (f) any Charity; (g) your status as a parent or legal guardian of a Expert User; (h) Expert Content; (i) Feedback; (j) your eligibility with any other association, group, authority, or organization referenced in Section 9.b;. GoReply may select counsel and control the defense of any claim that you are indemnifying. You will reasonably cooperate with us in connection with any claim.

19. Other Provisions

Force Majeure: Under no circumstances will any GoReply Party be liable for any delay or failure in performance due in whole or in part to any acts of God (such as earthquakes, storms, floods, etc.), epidemics, natural disasters, unavoidable accidents, cybersecurity incidents, internet or communication service interruptions, laws, rules, regulations or orders of government authorities, acts of war (declared or not), terrorism, hostilities, blockades, civil disturbances, embargoes, strikes, or any other event or cause beyond the reasonable control of any GoReply Party.
Choice of Law and Jurisdiction: These Terms will be governed by and construed in accordance with the laws of the Netherlands, without giving effect to any conflict of laws rules or provisions. You agree that any action of whatever nature arising from or relating to these Terms or our Site will be filed only in a court located in Groningen, the Netherlands. You consent and submit to the personal jurisdiction of such courts for the purposes of any such action.
Severability: If any provision of these Terms is found to be invalid or unenforceable, that provision will be deemed appropriately modified to give effect to the intent of the provision or, if modification is not possible, will be severed from these Terms and will not affect the enforceability of any other provision.
No Waiver or Amendment: The failure by GoReply to enforce any right or provision of these Terms will not prevent GoReply from enforcing such right or provision in the future and will not be deemed to modify these Terms.
Assignment: GoReply may, at any time, assign its rights and obligations under these Terms, including to an affiliated entity or in connection with a sale of assets, merger, acquisition, reorganization, bankruptcy, other transaction, or by operation of law.
Miscellaneous: The term “including” in these Terms will be interpreted broadly and will mean “including, without limitation.” Titles are for convenience only and will not be considered when interpreting these Terms.

21. Changes to these Terms

We may change these Terms. If we do, we will post the revised Terms on our Site and update the “Last Updated” date at the top of these Terms. The revised Terms will be effective immediately if you accept them (for example, by agreeing when you create an account or login to an existing account, or using or continuing to use our Site after the revised Terms have been posted); otherwise, they will be effective 30 days after posting.