BizReef user agreement

Welcome to BizReef. By visiting or using the Services available from the domain and sub-domains of www.BizReef.com, or any other local domains of BizReef (the "Web Site") you are contractually agreeing to the following terms and conditions, including those available by hyperlink (collectively, the "Terms of Service" or "Agreement"). We suggest that you consult the Terms of Service and the linked information regularly for updates. We reserve the right to revise the Terms of Service and all linked information from time to time in our sole discretion by updating this posting or any linked information. Unless otherwise provided in such revision, the revised terms will take effect when they are posted. Our services are available only to individuals who can form legally binding contracts under applicable law.

As used in this Agreement:

"Customer" means a User that investigates and purchases Services on the Web Site.

"User" or "Registered User" means a person or legal entity that registers for an account with BizReef for use of the BizReef services available from the Web Site.

"Provider" means a User that offers Services to Customers on the Site.

"Services" means all projects, advices or others services delivered by Providers through the Web Site.
"Visitor" means a person who is only visiting the Web Site (i.e., not a User)

"you" means the Visitor or User accessing the Web Site or using the Services on the Web Site on his or her own behalf; or, if the Services on the Web Site are used on behalf of a company or organization, "you" means the User for which the Services are used and the User who accesses the Web Site on behalf of such company or organization (and such User represents that he or she has the authority to do so on such company or organization’s behalf).

This Agreement is made to be effective as of the date accepted by BizReef following your execution and submission of this Agreement by clicking the "I AGREE" checkbox. This Agreement governs your use of the Web Site and transactions conducted through this Web Site including, but not limited to, the payment services described herein. NOW, THEREFORE, in consideration of the mutual covenants and agreements of the parties contained herein and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties, intending to be bound, hereby agree as follows:

1. CLICK THE "I AGREE" CHECKBOX

By using the Web Site and clicking the "I AGREE" checkbox you acknowledge your acceptance of the terms and conditions of this Agreement. By accepting the terms and conditions of this Agreement and completing the registration process, you are simultaneously (i) registering as a "Registered User" (as defined herein), (ii) designating yourself as a "User" (as defined herein) (iii) representing and warranting that you can legally enter into this Agreement, and (iv) agreeing to the terms and conditions of this Agreement. If you do not accept this Agreement, you are not authorized to use the Web Site. If you have any questions about this Agreement, please contact support@BizReef.com.

2. BACKGROUND

The Web Site provides a venue for Customers to post jobs and search for Services, and for Providers to offer Services and bid on Customers' requests. The Web Site also provides Users with payment services described in Section 4(B) ("Payment Service(s)"), escrow services described in Section 4(C), dispute resolution services described in Section 4(D), rating and feedbacking service described in Section 4(E) as well as other services which BizReef may offer to Users from time to time which shall be subject to the terms and conditions of this Agreement and any supplement to this Agreement ("Other Services") (together, with the Payment Services, referred to as the BizReef Service(s) as defined herein). Via the Web Site, we provide certain information about our products, services and users, and certain other third party information. We may add, delete or modify some or all of our services and information at any time. BizReef and you wish to enter into an Agreement wherein BizReef agrees to provide to you, and, if applicable pursuant to the payment terms described in Section 8 hereof, you agree to pay for, certain specified services more fully described herein.

3. USER NAME AND PASSWORD

User is responsible for maintaining the confidentiality of the means that were given to him or her in order to use the Web Site, including password, user name, etc, and is fully responsible for all activities that occur under such means. User will immediately notify BizReef of any unauthorized use of User's password, user name, e-mail, or any breach of security.

4. SCOPE OF SERVICES

BizReef shall provide services to both Providers and Customers.

A. BizReef provides a venue for Customers to post jobs and search for Services, and for Providers to offer Services and bid on Customers' requests, in consideration for a fee as shall be specified on Customer's posted job to be paid by the Provider ("Contact Fee"). At Providers' and Customers' determination, Providers can offer their Services to Customers to be conducted via the Web Site or directly, outside the Web Site. In each of the above cases, the Providers and Customers contract directly with each other. BizReef is not a party to any contract for any purchase and sale of Services on the Web Site. We do not control the actual transactions between Providers and Customers. Accordingly, we do not set or endorse: (i) the price, contract terms, quality, conformance or legality of the Services advertised or offered; (ii) the ability of Customers to offer employment or any other type of working relationship; or (iii) the ability of Providers to offer services and/or perform accordingly. We cannot and do not control whether any Customer will complete the payment they offer. We are not responsible for any transaction and/or contact, or the result of any such transaction and/or contact made by and between Registered Users. From time to time, we will provide features and services which either are or shall be set forth in separate sections of the Web Site, which are subject to the terms of this Agreement, but are also subject to the additional terms and pricing specified on the Web Site. With respect to these features and services provided on our Web Site, you will be charged, and agree to pay us any fees, as set forth in separate sections of the Web Site detailing such features and services.

B. At your request, BizReef will collect the payment for a Provider's Services ("Payment") and remit the Payment (less the a project management fee ("Project Management Fee") to the applicable Provider ("Payment Services"). The Payment Services shall be provided to Registered Users via the BizReef Web Site and shall be in the form deemed appropriate by BizReef from time to time. BizReef may add, delete, or modify some or all of the Services at any time.


C. (i) At your request, BizReef will accept an advance payment from a Customer for a Provider's Services, provided that such Customer has accepted such Provider bid for a Service offered ("Escrow Service"). We will hold such funds ("Escrowed Funds") until the Customer and the Provider agree that the funds should be released to the Provider or until the Customer and the Provider have concluded the process of the Dispute Resolution Services (as defined in Section 4(D)). Once a Customer instructs to pay a Provider that performed a Service for him/her, such Customer represents that the Provider has completed the Service fully and satisfactory and acknowledges that such approval constitutes an irrevocable instruction to BizReef to pay the Provider. You acknowledge that, while Escrowed Funds will be kept in a separate account from our internal funds, such Escrowed Funds will exist in a pooled fund together with other funds escrowed with us by other Companies.

(ii) If Customer and Provider choose to use the Escrow Service, then after Customer indicates its approval to disburse the Escrowed Funds, such approval to be made through the Web Site, we will disburse the Escrowed Funds to such Provider. Following the submission of a Provider's work product given to such Customer in response to its Services posting and such Provider's bid ("Deliverables") by a Provider to Customer, BizReef will not be obligated to keep the Deliverables on its servers for more than 30 days from the day of the Deliverable's submission to Customer. If Customer does not approve of the Deliverables, such Customer agrees to be bound by the terms of Section 4(D) below, relating to dispute resolution.

(iii) If, for any reason, a Customer or a Provider request Dispute Resolution Services through the Web Site with regard to any Service offered, Deliverable or payment therefor, we will notify both such Customer and such Provider that the matter will be addressed through the Dispute Resolution Services.

(iv) By using BizReef for the Escrow Services, you expressly acknowledge that BizReef is not acting in a fiduciary capacity for either Customer or Provider. You agree and acknowledge that the Escrow Services are being provided to Registered Users administratively.

D. (i) BizReef offers dispute resolution services ("Dispute Resolution Services") only to those Registered Users that have elected to use the Escrow Service and who are engaged in a dispute over a Deliverable that is (i) pursuant to a job posting by a Customer through the Web Site, (ii) pursuant to a bid for by a Provider through the Web Site for such job posting and (iii) pursuant to an acceptance through the Web Site by the Customer for such bid. You understand that the Dispute Resolution Services are being provided to you administratively as a benefit of using the Web Site and the Escrow Services. You agree and acknowledge that (i) BizReef is not providing legal services, (ii) BizReef will not advise you regarding any legal matters and (iii) if you desire to have legal counsel, you will seek independent legal counsel licensed to practice law in your jurisdiction and not rely on BizReef for any such counsel. You agree to indemnify and hold harmless BizReef and any of our affiliates against any damages or liability you may suffer as a result of using the Dispute Resolution Services. If you do not agree to use this Dispute Resolution Services under these terms, you should not elect to use the Escrow Services.

(ii) In the event of any dispute between a Customer and a Provider relating to a Deliverable, either Customer or Provider may submit such dispute to binding arbitration as set forth below.

(iii) BizReef, or any third-party to which BizReef may refer a dispute in its sole discretion, shall serve as the arbitrator in any dispute between a Customer and a Provider. You acknowledge and agree that BizReef will only consider the Deliverables Agreement (as defined below) entered into between Customer and Provider through the Web Site. For purposes of Dispute Resolution Services, the ("Deliverables Agreement") shall include the original Services posting, a Provider’s bid and any changes, amendments or related communications thereto that have been conducted through the Web Site.

(iv) BizReef shall, in good faith, have the right to construe any Deliverables Agreement based on Customer's and a Provider’s course of dealing. In rendering its decision, BizReef shall only be obligated to consider the following: (i) the Deliverables Agreement, (ii) the parties course of dealings, as evidenced by activity on or communications through the Web Site, (iii) the actual Deliverable itself and (iv) any information or communication that both Customer and Provider agree should be considered.

(v) BizReef shall render its decision within fourteen (14) business days of a submission of a dispute. During this time, the parties are encouraged to continue to negotiate an amicable settlement. In the event that the parties reach a settlement, the party which initiated the Dispute Resolution Service shall notify BizReef of such settlement, and BizReef shall terminate the Dispute Resolution Service. You agree that the decision of BizReef, acting as an arbitrator during our rendering of the Dispute Resolution Services, shall be final and binding. Accordingly, after we have rendered a decision, we will disburse Escrowed Funds from our escrow account in accordance with our decision.

(vi) In the event that you are the prevailing party in its arbitration decision, you agree that you shall have no right, title to, interest in or license to the Deliverable that is the subject matter of the dispute. In such case, you agree to return any physical copies of such Deliverable in your possession and destroy any electronic copies that you have.

(vii) BY CLICKING "I AGREE" TO THIS AGREEMENT, YOU ACKNOWLEDGE THAT, IN CONSIDERATION OF OUR AGREEMENT TO PROVIDE YOU WITH ESCROW SERVICES AND DISPUTE RESOLUTION SERVICES, YOU HEREBY RELEASE BIZREEF AND ALL OF OUR AFFILIATES FROM ANY DAMAGES OR LIABILITY WHATSOEVER RELATED TO YOUR ENGAGEMENT WITH A PROVIDER OR A CUSTOMER. AS APPLICABLE, OR OUR SERVICES, INCLUDING WITHOUT LIMITATION, THE ESCROW SERVICES AND DISPUTE RESOLUTION SERVICES. YOU FURTHER AGREE TO INDEMNIFY BIZREEF AND ALL OF OUR AFFILIATES AGAINST ANY AND ALL DAMAGES OR LIABILITY THAT WE MAY INCUR, INCLUDING ATTORNEYS FEES AND COSTS, IN CONNECTION WITH OUR PROVISION OF SERVICES TO YOU, INCLUDING WITHOUT LIMITATION THE ESCROW SERVICES AND DISPUTE RESOLUTION SERVICES.

E. (i) The Web Site will contain public feedback from Customers and from Providers with whom Providers and Customers have transacted, provided however, that have used the Payment Services provided by the Web Site. You hereby agree to receive feedback from Customers or Providers, as the case may be. You acknowledge that feedback results for them may consist of comments and ratings left by other Users and that BizReef may calculate a composite feedback number based on these individual ratings. Providers agree to be rated by Customers along several criteria, as determined by BizReef. BizReef provides its feedback and rating system as a means through which Users can express their opinions publicly, and BizReef does not monitor or censor these opinions or investigate any remarks posted by Users for accuracy or reliability unless a User brings the posting to BizReef’s attention. You may be held legally responsible for damages suffered by other Users or third parties as a result of these remarks if a court finds that these remarks are legally actionable or defamatory. BizReef shall not be responsible for any feedback or comments posted or made available on the Web Site by any Users or third parties, even if that information is defamatory or otherwise legally actionable.

(ii)You agree to report violations or abuses of our rating and feedback system immediately by contacting us at support@BizReef.com, and agree not to take any actions that undermine the integrity of the feedback system, including but not limited to the following:

• Leaving fake feedback for yourself or another User such as using a secondary Username or other BizReef members to artificially raise the level of your own feedback or create negative feedback for another User.

• Feedback threats such as demanding another User to perform a task by threatening to leave negative feedback or withholding deliverables or funds until another User agrees to leave positive feedback or no feedback.

• Feedback solicitation such as offering to sell or buy Services in exchange for good feedback, trading feedback undeservedly or buying feedback.

(iii) In order to protect the integrity of the feedback system and protect Users from abuse, BizReef will consider removing feedback under the following scenarios:

• Feedback or information posted seeks to elicit or solicit any User's contact information, such as other Users' email addresses, for any non-BizReef related commercial or business purposes, or to transmit any unsolicited advertising, "junk mail," "spam," or "chain letters."

• Feedback or information posted contains language that is profane, vulgar, racist or contains adult material. Insulting or inflammatory feedback is strongly discouraged but will not be removed.

• Feedback or information posted is shown to have been left by any User who is in violation of BizReef’s Eligibility requirements, or by or for a User who has conducted any fraudulent transaction.

• Feedback or information posted is not directly related to transactions conducted through BizReef.

• Feedback or information posted makes any reference to actions taken or purported to be taken by BizReef or any law enforcement organization.

• When BizReef is provided with a ruling or settlement agreement from a valid and certified dispute resolution service, or is provided with a court order finding that the disputed feedback is slanderous, libelous, defamatory or otherwise illegal.

• The User who left feedback provided BizReef with false contact information during the transaction period (as verified by BizReef) and cannot be contacted by BizReef.

• The User who left feedback is participating in a BizReef transaction with the intent of leaving feedback as part of a campaign to harass BizReef member(s) (as verified by BizReef).

5. SYSTEM INTEGRITY

You may not use any device, software or routine, including but not limited to any viruses, trojan horses, worms, time bombs, cancelbots or denial-of-service attacks, intended to damage or interfere with the proper working of the Web Site or any transaction being conducted on our site, or to surreptitiously intercept or expropriate any system, data or personal information from the Web Site. You may not take any action that imposes an unreasonable or disproportionately large load on our infrastructure, including but not limited to "spam" or other such unsolicited mass emailing techniques.

6. INFORMATION POSTED ON THE WEB SITE

A. You are solely responsible for information that you post on our Web Site, including but not limited to any posting or listing in any public message area or through any email feature. In order to operate the Web Site, BizReef must have certain Rights. You agree that any materials, including questions, comments, suggestions, ideas, plans, notes, drawings, examples and samples, original or creative materials or other information provided by you in the form of e-mail or submissions to BizReef, or postings to or on the Web Site, are non-confidential and you grant us a non-exclusive, worldwide, perpetual, royalty free, irrevocable and fully sublicensable right to exercise all copyright and publicity rights with respect to this information, including the right to use, reproduce, modify, adapt, publish, translate, create derivative works from, distribute, and display such materials and information throughout the world without acknowledgment to you in BizReef's sole discretion and without compensation to you, all in connection with providing the BizReef Services as offered on the Web Site and as set forth in this Agreement. Your information must not: (a) infringe any third party's rights, including but not limited to intellectual property, publicity or privacy; (b) be defamatory, trade libelous, threatening or harassing; nor (c) be obscene, indecent or contain pornography. We do not endorse any information posted by Registered Users and we are not liable for any such information posted on our site, including but not limited to any information posted about you. We reserve the right to take any action with respect to information posted on our site which we believe is appropriate in our sole discretion with respect to such information, including but not limited to termination of this Agreement. However, we cannot, nor do we, control the information provided by you or other Registered Users or other content providers which is made available through our system. By its very nature, other people's information may be offensive, harmful, inaccurate, or in some cases may be mislabeled or deceptively labeled. Information on the BizReef Web Site is provided "AS IS" and may contain technical inaccuracies or typographical errors.
B. The Web Site may contain links to third-party web sites not under the control or operation of BizReef. When we provide links, we do so only as a convenience and do not endorse and are not responsible for the content of any linked site or any link contained in a linked site.


7. RELATIONSHIP AND OBLIGATIONS OF PARTIES

A. BizReef provides Services for Registered Users, including you, other Customers and Providers. All parties are independent contractors vis-à-vis BizReef with respect to all matters arising out of this Agreement. No Registered User shall be considered the employee, agent, partner or joint venturer of BizReef and BizReef shall not be considered the employer, agent, partner or joint venturer of any Registered User.

B. You agree and understand that BizReef is simply acting to introduce Customers and Providers, and to receive and process Payment for Providers services from Customers, if the parties elect to use such service. BizReef is not responsible for the timeliness or accuracy of the Invoices. BizReef is under no obligation to ensure the timeliness, accuracy, completion or workmanship of any assignment you give to a Provider.

C. You agree that BizReef, by providing the services hereunder, does not accept liability as an employer - either singularly or jointly - of any Provider and that the employment/independent contractor status of any Provider as such status pertains to such Provider' relationship with a Customer is solely determined by an agreement between the Provider and Customer. You agree and understand that BizReef will not in any way be involved in the terms and conditions of your employment or contracting arrangement with any Provider or Customer, and that any services for which a Customer engages a Provider are provided by and under separate agreement between such Customer and such Provider. BizReef is not responsible for and will not control the manner in which a Provider operates and is not involved in the hiring, firing, discipline or working conditions of the Provider. BizReef will not provide any Provider with any materials or tools with which to complete any projects for which you engage a Provider. Any problems, complaints or questions regarding the work environment, performance or other terms and conditions of employment and/or contracting must be resolved by and between Provider and Customer.

D. You agree that you will abide by any and all applicable non-discrimination, employment, tax and other applicable statute(s), regulation or common law. You agree to hold harmless and indemnify BizReef for any and all liability arising from a violation of any such statute, regulation or common law.

E. You agree that BizReef may suspend or cancel your account if it believes that you have violated this Agreement, any of BizReef's rights or those of another party. Without limiting BizReef's other remedies, we will suspend or terminate your account and refuse to provide any Services to you if: (a) you breach any terms and conditions of the Terms of Service, the Privacy Policy and other written policies and procedures posted on the Web Site; (b) we are unable to verify or authenticate any information you provide to us; or (c) we believe that your actions may cause legal liability for you, our Users or for BizReef. Once suspended or terminated, you may not continue to use the BizReef service under a different account or re-register under a new account. In addition, violations of the Terms of Service and the Privacy Policy may be prosecuted to the fullest extent of the law and may result in additional penalties and sanctions. BizReef reserves the right to terminate any User or project for any reason, at its sole discretion and to refuse to provide registration and membership to you in the future. We will notify you if we cancel your membership, unless in our judgment giving notice would cause a risk of further violation or damages. However, we will notify you that your account will be canceled if the law requires such notification. When your membership is canceled, you may no longer have access to data, messages, files and other material you keep on the Site.

8. PAYMENT TERMS

A. Customers are solely responsible for submitting the Payment due to a Provider for the completion of an assignment. The parties may select that the Payment will be transferred directly from the Customer to the Provider, or to use the Payment Services as set forth in Section 4(B) above. Notwithstanding the above, BizReef may, at a later date, and in its sole discretion, charge a fee to Customers for services pursuant to this Agreement, provided Customers are given advance notice prior to any fee implementation.

B. If the parties agreed to use the Payment Services and the Escrow Services, and if a Customer reasonably disputes any Invoice amount, it must pay all undisputed amounts within the time frames specified above and the parties will cooperate to verify any disputed amounts. BizReef agrees that any Payment amounts reasonably disputed by a Customer will not be payable to a Provider until such dispute is resolved. If a Customer has submitted Payment to BizReef and such payment amount is then reasonably disputed by such Customer before BizReef has disbursed the disputed amount to a Provider, BizReef agrees, at customer's written request, to hold such Payment on behalf of Customer until the dispute is resolved. Customer hereby agrees and acknowledges that paying any Payment constitutes its acknowledgement of completion of all work covered by such Payment and the quality, accuracy and thoroughness of such work.

C. You are responsible for payment and reporting of any taxes. BizReef is not obligated to determine the applicability of any taxes or to remit, collect or report any such applicable taxes, unless otherwise agreed to by both parties pursuant to the terms of any provision of tax services provided to you by BizReef, if any.

D. In the event of nonpayment by a Customer of any Payment amount when due, which has not been reasonably disputed by such Customer (even where such non-payment occurs on account of its bankruptcy or insolvency), BizReef may suspend providing Services pursuant to this Agreement to such Customer and/or the Provider it engaged until such time as the past due Payments have been paid in full. In the event BizReef stops providing Services pursuant to this Section, BizReef shall not be penalized for delays and shall incur no liability to you caused by such cessation.

E. BizReef reserves the right to seek reimbursement from a Provider, and such Provider will reimburse BizReef, if BizReef discovers erroneous or duplicate transactions, or BizReef receives a charge-back from any Customer's credit card issuer, or any other payment method, for any reason. BizReef may obtain such reimbursement by charging the applicable Provider' account, deducting amounts from future payments owed to the Provider, charging such Provider' credit card or obtaining reimbursement from such Provider by any other lawful meanings.

9. TERM AND TERMINATION

A. This Agreement shall become effective upon the execution hereof by the parties, as described above, and shall continue until terminated by BizReef or you as provided for under the terms of Section 9(B) of this Agreement.

B. Unless otherwise agreed to in writing between the parties, either party may terminate the Service at any time, with or without cause, upon notice to the other party. In such event, (i) BizReef shall continue to perform the Service necessary to complete any payment process or other process already set into motion ("Open Transaction"); and (ii) you shall continue to be obligated to pay all Providers for any Assignment for which you have engaged such Providers in order to complete any Open Transaction, and (iii) BizReef shall close your account.

10. PRIVACY AND CONFIDENTIALITY

A. Your use of the Web Site and the services provided therein and thereby is governed by the terms of this Agreement and the BizReef Privacy Policy. It is your responsibility to review the BizReef Privacy Policy ("Privacy Policy"), which is incorporated by reference into this Agreement in its entirety, and we suggest that you review the Privacy Policy and print a copy for yourself. The Privacy Policy is posted on the Web Site and may be updated from time to time. If at any time you are not in compliance with the Privacy Policy, we have the right to terminate your rights of use and access to the Web Site and to terminate this Agreement. Unfortunately, we cannot ensure that disclosure of your personal information will not occur in ways not described in the Privacy Policy. We may be required by law to disclose information to government authorities, law enforcement agencies or third parties upon subpoena, and you authorize us to disclose information as we believe, in our sole discretion, is necessary or appropriate.

B. Any user identification ("User ID") and password, and any authorization codes or similar verification identifiers provided to you by us should be maintained as confidential and should not be distributed or disclosed to third parties. It is your responsibility to notify us if you need to change or discontinue your User ID and password and/or authorization codes, if applicable. You may only do so by: (i) sending us a notice, or (ii) contacting us at support@BizReef.com.

11. OWNERSHIP

The Web Site and all intellectual property rights related to the Web Site, including but not limited to copyrights, trademarks, service marks and any feedback left by Registered Users on the Web Site, are owned or licensed by us, and all right, title and interest in the Web Site and the related intellectual property rights remain our property. You may not reproduce, reverse engineer, decompile, disassemble, modify or create derivative works with respect to the Web Site and the related intellectual property, including any services provided via the Web Site, and this Agreement does not grant you permission to do so. Certain content is licensed from third parties. All such third party content and all intellectual property rights related to that content belong to the respective third parties. You may not remove any copyright, trademark, or other intellectual property or proprietary notice or legend contained in the Web Site, including any Web Site content.

12. WARRANTIES

A. Each party warrants that it has the right and or full corporate power and authority to enter into this Agreement.

B. THE SERVICES PROVIDED HEREUNDER ARE PROVIDED "AS IS," WHERE IS, AND WITHOUT ANY WARRANTIES OR CONDITIONS (EXPRESSED OR IMPLIED, ARISING BY STATUTE OR OTHERWISE IN LAW OR FROM A COURSE OF DEALING OR USAGE OR TRADE). WE MAKE NO REPRESENTATIONS OR WARRANTIES, OF ANY KIND, EITHER EXPRESS OR IMPLIED, AS TO THE QUALITY, IDENTITY OR RELIABILITY OF ANY REGISTERED USER OR THIRD PARTY, OR AS TO THE ACCURACY OF THE POSTINGS MADE ON THE WEB SITE BY ANY REGISTERED USER.

13. INDEMNIFICATION

A. You agree to defend, hold harmless and indemnify BizReef from and against any and all losses, costs, expenses, damages or other liabilities incurred by BizReef from and against any cause of action, claim, suit or proceeding brought by a third party against BizReef in connection with your use of the Services including any payment obligations incurred through use of the Services. You further agree to indemnify, defend and hold BizReef harmless from and against any and all claims, demands, actions, costs, liabilities, losses and damages of any kind (including attorneys' fees) resulting from: (i) your use of the Web Site (ii) your decision to supply credit information via the Web Site, including personal financial information; (iii) your decision to submit postings and accept offers from other Registered Users; (iv) any breach of contract or other claims made by Registered Users with which you conducted business through the Web Site; (v) your breach of any provision of this Agreement; (vi) any liability arising from the tax treatment of Payments or any portion thereof; (vii) any negligent or intentional wrongdoing by any Registered User; (viii) any act or omission of yours with respect to the Payment in respect of Provider Assignments; (ix) your dispute of or failure to pay any Invoice or any other Payment; (x) your obligations to a Provider; and/or (xi) your failure to provide a service to a Customer. Any such indemnification shall be conditioned on our: (a) notifying you in writing of any such claim, demand, action, cost, liability, loss or threat of any thereof; (b) cooperating with you in the defense or settlement thereof; and (c) allowing you to control such defense or settlement. We shall be entitled to participate in such defense through our own counsel at our own cost and expense. We reserve the right to report any wrongdoing of which we become aware to the applicable government agencies or otherwise.

B. In connection with your indemnification obligations as provided for above, BizReef agrees to (a) notify you in writing promptly after learning of any such claim; (b) turn over to you all responsibilities and control with respect to such claim; and (c) reasonably cooperate with you in the defense thereof.

14. LIMITATION OF LIABILITY
A. IN NO EVENT SHALL BIZREEF BE LIABLE TO YOU OR ANY OTHER REGISTERED USER FOR ANY SPECIAL, INDIRECT, CONSEQUENTIAL, OR PUNITIVE DAMAGES PURSUANT TO THIS AGREEMENT, INCLUDING BUT NOT LIMITED TO, LOSS OF PROFITS, LOSS OF PROVIDER OPPORTUNITIES, OR LOSS OF GOODWILL, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

B. BIZREEF EXPRESSLY DISCLAIMS ALL WARRANTIES FOR INFORMATION POSTED OR TRANSMITTED BY PROVIDERS. IF A REGISTERED USER DECIDES TO RELY ON INFORMATION PROVIDED BY A PROVIDER, HE MUST EXERCISE A HIGH STANDARD OF CARE. THE USER SHALL NOT HAVE ANY CLAIM OR DEMAND TOWARDS BIZREEF IN RESPECT TO ANY SERVICE OR ADVICE HE DECIDES TO RECEIVE AND/OR RELY ON. THE SALE OR PURCHASE OF SERVICES IS EFFECTED AT THE USER'S SOLE RISK.

C. In the event that you have a dispute with one or more Registered Users, you release us (and our agents and employees) from claims, demands and damages (actual, consequential and punitive) of every kind and nature, known and unknown, suspected and unsuspected, disclosed and undisclosed, arising out of or in any way connected with the Web Site, the Services, or such dispute. You waive the provisions of any state law limiting or prohibiting a general release.

D. Notwithstanding any other provision of this Agreement, in no event will BizReef's liability to you for any action or claim related to the Services provided under this Agreement, whether based on contract, tort, negligence, or any other theory of liability, exceed in the greater of: (A) $1000 or (B) the aggregate amount of Service Charges actually collected by BizReef from you for the Services to which the liability relates during the six (6) month period immediately preceding the determination of such liability.

E. Our contracts with certain of our suppliers provide for scheduled maintenance, preventative maintenance, and emergency maintenance work. We will have no liability whatsoever for any unavailability of the Web Site caused by our supplier's performance or lack of performance of the maintenance work needed to keep the Web Site operable. We will also not have any liability for any loss of data or transactions resulting from delays, non-deliveries, mis-deliveries or service interruptions caused by us, any third party acts, the acts of any web services provider or problems with the Internet infrastructure and networks external to the Web Site. The limitations of liability provided in this Agreement inure to the benefit of us, our affiliates and all of our respective officers, directors, employees, attorneys and agents.

15. ASSIGNMENT

BizReef has the right to transfer or assign this Agreement and the rights hereunder to any other person or entity without your consent. You do not have the right to assign or transfer this Agreement or any rights thereunder to any other person or entity without our prior written consent. Subject to the foregoing, this Agreement will be binding upon and will inure to the benefit of the successors and permitted assigns of the parties hereto.

16. GOVERNING LAW AND JURISDICTION

This Agreement shall be interpreted only in accordance with the laws of the State of Israel (excluding any rules governing choice of laws) and any legal proceeding arising out of this Agreement will occur exclusively in the courts of Tel-Aviv-Yafo, Israel.

We make no representation that materials on the Web Site are appropriate or available for use in all locations, and accessing them from territories where their contents are illegal is prohibited.

17. MISCELLANEOUS

A. This Agreement, and all writings, web pages, agreements and policies, including, but not limited to, the BizReef Privacy Policy, incorporated herein, contains the entire Agreement between the parties and supersedes any prior agreement, negotiation or understanding of the parties, whether oral or in writing, with respect to the subject matter of this Agreement. Any representations, promises or conditions not incorporated herein shall not be binding upon BizReef or Registered User or their respective successors and assigns. This Agreement may not be modified or amended except in a writing signed by a duly authorized representative of both parties.

B. If any provision of this Agreement is held to be invalid or unenforceable, such provision will be struck and the remaining provisions enforced. Headings are for reference purposes only. Failure of either party to act or exercise its respective rights under this Agreement upon the breach of any other terms hereof by the other party shall not be construed as a waiver of such a breach or prevent said party from thereafter enforcing strict compliance with any or all of the terms thereof.

C. This Agreement does not create a relationship of agency, partnership, or representation between BizReef and you for any purpose whatsoever, it being understood between the parties hereto that BizReef and Registered User are to act as an independent contractors and are not authorized to make any contract, agreement, warranty or representation on behalf of each other.

D. Neither of the parties to this Agreement shall be responsible for the failure to perform or any delay in performance of any obligation hereunder due to labor disturbances, accidents, fires, floods, telecommunications or Internet failures, strikes, wars, riots, rebellions, blockades, acts of government, governmental requirements and regulations or restrictions imposed by law or any other similar conditions beyond the reasonable control of such party. The time for performance of such party shall be extended by the period of such delay.

E. You must comply with all applicable laws, statutes, ordinances and regulations regarding: (i) your use of the Web Site and the Services and any Other Services provided thereby or therein; (ii) your ordering or posting of, services or offers, if applicable; and (iii) the posting and retrieval of information by you, including without limitation those governing antitrust, unfair competition, false advertising, taxation and export control. You are responsible for paying all applicable fees and taxes you incur in connection with access to our servers and our Web Site.

F. The provisions of Sections 1, 4, 5, 6, 7, 8, 10, 11, 12, 13, 14, 15, 16 and 17 will survive any termination or expiration of this Agreement for any reason.

G. All notices required or permitted to be given under this Agreement, shall be in writing and shall be deemed to have been duly given if delivered personally or sent by pre-paid telex, telefax or telegram, or mailed first-class, postage pre-paid, by registered or certified mail (notices sent by telex or telefax, or telegram, shall be deemed to have been given on the date sent; those mailed shall be deemed to have been given ten (10) business days after mailing) to the addresses set forth below or to such other address as any party shall designate by notice in writing.

If to BizReef:

POB number 7288

31072

Haifa, Israel

If to Registered User:
To the address associated with Registered User's access or login information.

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed as of the Effective Date. By clicking the "I AGREE" checkbox on the Employer Registration form under "Part D: Agreements," you agree to the terms of this Agreement and, by reference herein, the terms of the BizReef Privacy Policy.