TERMS OF USE

1.0    INTRODUCTION
The information below explains the terms by which you may use the ServiceLance web site, its services and any other applications owned, controlled, or offered by ServiceLance (collectively the “Site”). By accessing or using the Site, whether as a member of the Site or otherwise, you signify that you have read, understood, and agree to be bound by the following Terms of Use, which includes and hereby incorporates the agreements and policies (with or without reference) linked from the URL ServiceLance.com. We reserve the right to revise the Terms of Use and all linked information from time to time in our sole discretion by updating this posting or any linked information without any formal notices. Unless otherwise provided in such revision, the revised User Agreement or Terms of Use, or part thereof, will take effect when they are posted on the Site. If you are in breach of the Terms of Use, you are not entitled to any Rights assigned to you under this agreement.

2.0    SERVICELANCE IS A PLATFORM FOR SERVICE EXCHANGE
ServiceLance is not a party to the dealing, contracting and fulfillment of a Job between a Seeker and a Provider, including the Provider Services. ServiceLance has no control over and does not guarantee the quality, safety or legality of Provider Services advertised, the truth or accuracy of Job listings, the qualifications, background, or abilities of Members, the ability of Providers to deliver Provider Services, the ability of Seekers to pay for Provider Services, or that a Seeker or Provider can or will actually complete a transaction. ServiceLance is not required to and does not verify any information given to us by Providers, nor does ServiceLance perform legal and authenticity background checks on Providers. However, ServiceLance may provide information about a Provider based on sighting of Qualifications provided by the Provider, or third party valuations based on data given to us by the Provider or a third party. Such information is provided solely for the convenience of users and is not an endorsement or recommendation by ServiceLance. All rights and obligations for the purchase and sale of Services are solely between Seeker and Provider. Seeker and Provider must look solely to the other for enforcement and performance of all the rights and obligations arising from their use of ServiceLance and any other terms, conditions, representations, or warranties associated with such dealings.

3.0    NO AGENCY
This Agreement and any registration for or subsequent use of this Site will not be construed as creating or implying any relationship of agency, franchise, partnership or joint venture between you and ServiceLance.

4.0    ELIGIBILITY
To access Site Services through our Site, you must be a legal entity, or an individual in business, or legally possess the skills and be of acceptable age in accordance with the law of your Country or Area and be able to form legally binding contracts. The Site is not directed at people in any specific country. If the Content and this Agreement do not satisfy the laws of your country, you are not entitled to use the Site. If you use the Site, you indemnify ServiceLance against any Loss or damage which may be incurred as a consequence. You represent and warrant that you, and any individuals associated with you who will perform the services, have not been convicted of a felony. Furthermore, you represent or warrant that there are currently no legal proceedings, criminal, civil or administrative, instituted against you that will prevent you from performing the services.

5.0    TERMS OF SERVICE ACCEPTANCE
To register for an Account with ServiceLance and become a Member, you must accept all of the terms and conditions in, and linked to, this Agreement. By becoming a Member, you agree to: (a) abide by this Agreement and the processes, procedures, and guidelines described throughout the Site; (b) be financially responsible for your use of the Site and the purchase or delivery of Provider Services; and (c) perform your obligations as specified by any Member Contract that you accept, unless such obligations are prohibited by law or by this Agreement. ServiceLance reserves the right in its sole discretion to refuse, suspend, or terminate service to anyone for any reason or no reason whatsoever and does not accept the obligation to disclose any reasons in doing so. If you object to any of the terms and conditions of this Agreement or any amendments, your only acceptable recourse is to immediately terminate your Membership from the Site and to cease use of any part of it with immediate effect.

6.0    NO GUARANTEES
ServiceLance makes the Site available as an online venue where Service Seekers and Service Providers locate and connect with each other and take advantage of the Services. The Site itself is provided without guarantee or warranty of any kind. There are no guarantees that it will be available at any given time, and ServiceLance does not guarantee that use of the Site will not be subject to interruptions. All direct or indirect risk related to use of the Site is borne entirely by You.

7.0    LICENSING
Subject to and conditioned on compliance with this Agreement, ServiceLance grants you a limited license to access and, if you are a Member, to use this Site internally for the purpose of ordering and receiving the Site Services available and authorized from this Site. You must not sell, reproduce, distribute, modify, display, publicly perform, prepare derivative works based on, repost or otherwise use any content of this Site in any way for any public or commercial purpose without prior written consent of ServiceLance or the rights holder. You must not use any content of this Site on any other Web site or in a networked computer environment for any purpose except your own internal viewing. You will not attempt to reverse Engineer or attempt to interfere with the operation of any part of this Site. This Site or any portion of this Site may not be reproduced, duplicated, copied, sold, resold or otherwise exploited for any commercial purpose that is not expressly permitted by ServiceLance. ServiceLance retains all of its right, title and interest in and to all patent rights, inventions, copyrights, know-how, and trade secrets relating to the Site. The ServiceLance logo and name are property of ServiceLance, and may be registered in certain jurisdictions. All other product names, company names, marks, logos and symbols on the Site may be the trademarks of their respective owners. Except as expressly stated above, nothing in this Agreement confers any license under any of ServiceLance's or any third party's Intellectual Property Rights, whether by estoppel, implication or otherwise.

8.0    ACCOUNTS
You agree to provide true, valid, accurate and complete information as prompted by the registration form and all forms you access on the Site, and to update this information to maintain its truthfulness, accuracy and completeness. You cannot register for more than one Seeker Account and one Provider Account without express written permission from ServiceLance. Your ServiceLance Account (including all of its activity, content, feedback and any other related information) and username are not transferable, and any transfer or attempted transfer to another party is null and void. As a Member, you agree and you are entirely responsible to safeguard and maintain the confidentiality of the username and password you use to access this Site. You authorize ServiceLance to assume that any person using the Site with your username and password is you or is authorized to act for you. You agree to notify us immediately if you suspect or become aware of any unauthorized use of the Account or the password of your Account.

9.0    LINKS TO OTHER WEBSITES
The Site may contain links to other Web sites or resources including certain services offered by third parties, and your access and use of those Web sites, resources or services will be governed by the terms and policies of that Web site or resource or Provider. These services may be owned and operated by ServiceLance or third-party Providers. You acknowledge and agree that ServiceLance is not responsible or liable for: (i) the availability or accuracy of such sites or resources; or (ii) the content, advertising, or products on or available from such Sites or resources. The inclusion of any link on the Site does not imply that we endorse the linked site. You use the links and these services at your own risk.

10.0    COOKIES
Refer to the Privacy Policy for information on Cookies.

11.0    USE OF BOTS
You agree that you will not use any robot, spider, scraper or other automated means to access the Site for any purpose without our express written permission.

12.0    USER CONTENT
12.1    YOUR RESPONSIBILITY FOR YOUR CONTENT
Some areas of the Site may allow Users to post articles, feedback, comments, questions, and other information (“User Content”). You are solely responsible for your User Content that you upload, publish, display, link to or otherwise make available (hereinafter, “post”) through the Site, and you agree that ServiceLance only acts as a passive conduit for your online distribution and publication of your User Content. You understand that whether or not such User Content is published, ServiceLance does not guarantee any confidentiality with respect to any User Content. You accept sole responsibility for all Your Information provided to ServiceLance or posted to the Site. You acknowledge that while ServiceLance passively enables the online distribution and publication of Your Information, ServiceLance is not responsible for it. You must promptly inform us if you become aware that any of Your Information provided to us breaches this Agreement and you must take whatever steps may be necessary to correct the breach. This clause is not intended to limit our rights under any other provision of this Agreement if such a breach occurs.

12.2    RESPECT OF USER CONTENT AND RIGHTS
You agree not to post User Content that: (i) may create a risk of harm, loss, physical or mental injury, emotional distress, death, disability, disfigurement, or physical or mental illness to you, to any other person, or to any animal; (ii) may create a risk of any other loss or damage to any person or property; (iii) seeks to harm or exploit children by exposing them to inappropriate content, asking for personally identifiable details or otherwise; (iv) may constitute or contribute to a crime or tort; (v) contains any information or content that we deem to be unlawful, harmful, abusive, racially or ethnically offensive, defamatory, infringing, invasive of personal privacy or publicity rights, harassing, humiliating to other people (publicly or otherwise), libelous, threatening, profane, or otherwise objectionable; (vi) contains any information or content that is illegal (including, without limitation, the disclosure of insider information under securities law or of another party’s trade secrets); (vii) contains any information or content that you do not have a right to make available under any law or under contractual or fiduciary relationships; or (viii) contains any information or content that you know is not correct and current. You agree that any User Content that you post does not and will not violate third-party rights of any kind, including without limitation any Intellectual Property Rights, rights of publicity and privacy. To the extent that your User Content contains music or video, you hereby represent that you are the owner of all the copyright rights, including without limitation the performance, mechanical, and sound recordings rights, with respect to each and every musical composition (including lyrics) and sound recording contained in such User Content and have the power to grant the license granted below. ServiceLance reserves the right, but is not obligated, to reject and/or remove any User Content that ServiceLance believes, in its sole discretion, violates these provisions. You understand that publishing your User Content on the Service is not a substitute for registering it with the legal Copyright Offices or any other rights organizations.

In connection with your User Content, you affirm, represent and warrant, in addition to the other representations and warranties in this Agreement, the following: a. You are of legal age to engage in such activity or are a legal entity and are fully able and competent to enter into the terms, conditions, obligations, affirmations, representations, and warranties set forth in this Agreement, and to abide by and comply with this Agreement. b. You have the written consent of each and every identifiable natural person in the User Content to use such person’s name or likeness in the manner contemplated by the Site and this Agreement, and each such person has released you from any liability that may arise in relation to such use. c. Your User Content and ServiceLance’s use thereof as contemplated by this Agreement and the Site will not infringe any rights of any third party, including but not limited to any Intellectual Property Rights, privacy rights and rights of publicity. d. ServiceLance may exercise the rights to your User Content granted under this Agreement without liability for payment of any guild fees, fees, residuals, payments, or royalties payable under any collective bargaining agreement or otherwise.

12.3    NO LIABILITY AND RESPONSIBILITY
ServiceLance takes no responsibility and assumes no liability for any User Content that you or any other User or third party posts or sends over the Service. You understand and agree that any loss or damage of any kind that occurs as a result of the use of any User Content that you send, upload, download, stream, post, transmit, display, or otherwise make available or access through your use of the Service, is solely your responsibility. ServiceLance is not responsible for any public display or misuse of your User Content. You understand and acknowledge that you may be exposed to User Content that is inaccurate, offensive, indecent, objectionable, or possibly inappropriate for children, and you agree that ServiceLance shall not be liable for any damages you allege to incur as a result of such User Content. Furthermore, ServiceLance has no editorial control over User Content posted by Users on the Site and is not responsible for and does not monitor such content for accuracy or reliability. ServiceLance does not confirm or verify whether a Provider has the expertise, or is qualified or licensed to provide the Provider Services or advice being requested.

12.4    LICENSING OF USER CONTENT
By posting any User Content on the Site, you expressly grant, and you represent and warrant that you have a right to grant, to ServiceLance a royalty-free, sublicensable, transferable, perpetual, irrevocable, non-exclusive, worldwide license to use, reproduce, modify, publish, list information regarding, edit, translate, distribute, publicly perform, publicly display, and make derivative works of all such User Content and your name, voice, and/or likeness as contained in your User Content, in whole or in part, and in any form, media or technology, whether now known or hereafter developed, for use in connection with the Site and/or any other business of its owners, including without limitation for promoting and redistributing part or all of the Site (and derivative works thereof) in any media formats and through any media channels. You also hereby grant each User of the Site a non-exclusive license to access your User Content through the Site, and to use, reproduce, distribute, display and perform such User Content as permitted through the functionality of the Site and under this Agreement. You understand and agree that ServiceLance may retain server copies of User Content that have been removed or deleted. The above licenses granted by you in User Content for which the Site does not provide you a means to delete or remove are perpetual and irrevocable. You may choose to or we may invite you to submit comments or ideas about the Site, including without limitation about how to improve the Site or our products (“Ideas”). By submitting any Idea, you agree that your disclosure is gratuitous, unsolicited and without restriction and will not place ServiceLance under any fiduciary or other obligation, and that we are free to use the Idea without any additional compensation to you, and/or to disclose the Idea on a non-confidential basis or otherwise to anyone. You further acknowledge that, by acceptance of your submission, ServiceLance does not waive any rights to use similar or related ideas previously known to ServiceLance or obtained from sources other than you.

13.0    PROHIBITED SITE ACTIVITIES (IN GENERAL)
You agree that you will not: (a) take any action that imposes or may impose (in our sole discretion) an unreasonable or disproportionately large load on our infrastructure; (b) copy, reproduce, modify, create derivative works from, distribute, or publicly display any content (other than content you have submitted to the Site) from the Site, any software code that is part of the Site, or any services that are offered on the Site without the prior express written permission of ServiceLance and the appropriate third party, as applicable; (c) interfere or attempt to interfere with the proper operation of the Site or any activities conducted on the Site; (d) bypass any measures we may use to prevent or restrict access to the Site or any subparts of the Site including without limitation features that prevent or restrict use or copying of any content or enforce limitations on use of the Site or the content therein; (e) transmit spam, chain letters, or other unsolicited communications; (f) attempt to interfere with, compromise the system integrity or security or decipher any transmissions to or from the servers running the Site; (g) upload invalid data, viruses, worms, or other software agents through or to the Site; (h) collect or harvest any personally identifiable information, including account names, from the Site; or (i) access any content on the Service through any technology or means other than those provided or authorized by the Service. Accessing the audiovisual content available on the Site for any purpose or in any manner other than Streaming (as defined below) is expressly prohibited. “Streaming” means a contemporaneous digital transmission of an audiovisual work via the Internet from the Site to a User’s device in such a manner that the data is intended for real-time viewing and not intended to be copied, stored, permanently downloaded, or redistributed by the User.

Additionally, you agree NOT to do any of the following on the Site: (a) Post false or misleading information about a product, service or service request; (b) Post logos, seals or slogans from third parties on the Site unless such material is approved for use by you and you have received express written permission from ServiceLance to display such third-party logo, seal or slogan; (c) Post or transmit any content that is profane, vulgar, racist, offensive, threatening, harmful, abusive, defamatory or disparaging; (d) Post or transmit unprofessional or offensive comments about a User, Member, Provider, Seeker, ServiceLance, or any third party; (e) Access, tamper with or use non-public or non-authorized areas of the Site. Unauthorized individuals attempting to access these areas of the Site may be subject to prosecution; (f) Tamper with postings of other Users, Members or ServiceLance; (g) Solicit or gather any User's or Member's information available from the Site, such as other usernames and email addresses, for any commercial or business purposes or to transmit any unsolicited advertising, junk mail, spam or chain letters; (g) Impersonate or misrepresent your affiliation with any person or entity; (h) Repeat any action after you receive warning or request to desist from ServiceLance, whether or not that action is explicitly prohibited in the policies stated on the Site; (i) Fail to respond to an email from ServiceLance regarding violation, dispute or complaint within two business days; (j) Use the Site if you are not able to form legally binding contracts, are under age or are temporarily or indefinitely suspended from our Site; (k) Take any action that may undermine the feedback or ratings systems (such as importing or exporting feedback information off the Site, or using feedback as an extortion mechanism); (l) Violate a request by ServiceLance to not post Jobs deemed by ServiceLance in its sole discretion to be contrary to the interests of the Site or any community; (m) Leave feedback for yourself, using a secondary username or another Member’s username (n) Leave fake or inaccurate feedback for another User or Member; (o) Solicit other ServiceLance Members to leave fake or inaccurate feedback; (p) Threaten to leave negative feedback to induce another User or Member to perform a task not required by the Member Contract; (q) Withhold deliverables or funds required by the Member Contract to induce another User or Member to leave positive feedback or no feedback; (r) Solicit feedback such as offering to sell or buy services in exchange for good feedback, trading feedback undeservedly or buying feedback; (s) Use the income generated from use of the Site to evade any applicable Taxes, Levies or Charges applicable by the Governing Laws and Authoritative Bodies of the territories within which the Service is provided or received. You are responsible for collecting and remitting any and all applicable taxes, levies or charges associated with the transactions or use of this site; or (t) Post or introduce software on the Site that: (i) is designed to disrupt, disable, harm or otherwise impede in any manner, including aesthetic disruptions or distortions, the operation of this Site or any other software, firmware, hardware, computer system or network (sometimes referred to as "viruses" or "worms"); (ii) would disable or impair this Site or any other software, firmware, hardware, computer systems or networks in any way where such disablement or impairment is caused by the elapsing of a period of time, exceeding an authorized number of copies, advancement to a particular date or other numeral (sometimes referred to as "time bombs," "time locks" or "drop dead" devices); (iii) would permit you or any other person to access this Site or any other software, firmware, hardware, computer systems or networks to cause such disablement or impairment or transmit information (sometimes referred to as "traps," "access codes," or "trap door" devices, or "spyware"); or (iv) which contains any other similar harmful, malicious or hidden procedures, routines or mechanisms which would cause such programs to cease functioning or to damage or corrupt data, storage media, programs, equipment or communications or otherwise interfere with operations.

14.0    PROHIBITED JOB POSTINGS
You agree NOT to do the following when you post a Job or transmit information on the Site: (a) Post any Job, submit any proposal, or otherwise use ServiceLance to transmit any content or conduct any transaction that would violate any applicable law or regulation; (b) Post any Jobs that are fake, posted without the intention to hire or complete the Job, or posted only to receive pricing information; (c) Post any jobs that require sale and trade of products; (d) Post any Jobs that offer commission or equity compensation; (e) Post any Jobs that request free services; (f) Post any Job, proposal, deliverable or transmit any content that infringes a third party's intellectual property rights, license rights, the terms and conditions of use of such third party's Web site or copyrighted materials or such third party's rights of publicity or privacy; (g) Post any Job, proposal, or deliverable or transmit any content related to or containing any adult or sexually explicit material; (h) Post Jobs relating to any illegal activity, whether expressed or implied and whether in relation to online or offline activities; (i) Post any Job, submit any proposal that violates, or has the potential to violate, the integrity of academic and professional applications, tests and work, for example, by passing off the skills, ideas or words of another as one's own; using another's production or content without crediting the source; presenting as new and original, ideas or products derived from an existing source; presenting fabricated facts, persons or sources as real.

15.0    REMOVAL OF FEEDBACK
In order to protect the integrity of the feedback system and protect Users from abuse, ServiceLance will investigate and has the exclusive right (but is under no obligation) to remove posted feedback or information at its own discretion with or without expression of reason.

16.0    PRIVACY AND COPYRIGHT POLICY
The Site has a Privacy Policy and a Copyright Policy that applies to all users (members or otherwise) and is incorporated into this Agreement by reference. You should read the Policies before using the Site.

17.0    TERM, TERMINATION AND SUSPENSION
17.1    EFFECTIVENESS AND TERMINATION
This Agreement shall become effective as your contractual agreement upon your acceptance or your use of the Site, and shall continue in effect during your use of the Site and/or Account and until such time that your Account is terminated. Unless otherwise agreed to in writing between the parties, either party may terminate the contractual agreement represented by this Agreement at any time upon notice to the other party. In such event, your Account is automatically terminated and (i) ServiceLance shall continue to perform those Services necessary to complete any open transaction between you and another Member; and (ii) you shall continue to be obligated to pay any amounts accrued but unpaid as of the date of termination to ServiceLance for any Site Services and to any Providers for any Provider Services.

17.2    WARNINGS AND SUSPENSIONS
Without limiting ServiceLance's other remedies, we may issue a warning, or temporarily suspend, indefinitely suspend or terminate your Account or a Job, and refuse to provide any or all Site Services to you if: (a) you breach the letter or spirit of any terms and conditions of this Agreement or the linked policies and information incorporated herein by reference, including our policies and procedures; (b) we suspect or become aware that you have provided false or misleading information to us; or (c) we believe in our sole discretion that your actions may cause legal liability for you, our Members or for ServiceLance or are contrary to the interests of the Site or the community. Once indefinitely suspended or terminated, you must not continue to use the Site under the same Account, a different Account, or reregister under a new Account.

17.3    PROSECUTION
In addition, violations of this Agreement may be prosecuted to the fullest extent of the law and may result in additional penalties and sanctions. Without limiting ServiceLance's other remedies, to the extent you engage in actions or activities which circumvent the Site or otherwise reduce fees owed under this Agreement, you must pay for all fees owed and reimburse all losses and costs (including any and all employee time) and reasonable expenses (including attorney fees) related to investigating such breach and collecting such fees. By using the Site, you agree to bear all expenses required for your repeated attendance to the courts that ServiceLance decides to prosecute under.

17.4    TERMINATION
ServiceLance reserves the right to terminate any User access, Account, or Job for any reason or no 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 Account is terminated for any reason, you may no longer have access to data, messages, files and other material you keep on the Site. The material may (or may not be) deleted along with all your previous posts and proposals.

17.5    TRANSPARENCY
You acknowledge and agree that the value, reputation and goodwill of the Site depend on transparency of Member Account status to all Members, including both yourself and other Members who are participating in Jobs with you. You therefore agree as follows: If ServiceLance suspends or terminates your account or job, ServiceLance has the right but not the obligation to (1) Notify other members engaged in active jobs with you to inform them of your suspended or terminated account or job status, and (2) Provide them with summary reasons for the action.

18.0    DATA, DATA SECURITY AND BACKUPS
You are responsible for creation, storage, and backup of your business records. This Agreement and any registration for or subsequent use of the Site will not be construed as creating any responsibility on ServiceLance's part to store, backup, retain, or grant access to any information or data for any period. We have implemented reasonable technical measures to secure your personal information from accidental loss and from unauthorized access, use, alteration or disclosure. However, we cannot guarantee that unauthorized parties will never be able to defeat those measures or use your personal information for improper purposes. You acknowledge that you provide your personal information, or information about the entity that you represent, at your own risk.

19.0    NOTICES AND COMMUNICATIONS
19.1    COMMUNICATION METHOD
Unless agreed in writing with Customer Support, ServiceLance will communicate with you by email or by posting communications on the Site. You consent to receive communications from us electronically and you agree that these electronic communications satisfy any legal requirement that such communications be in writing. You will be considered to have received a communication when ServiceLance sends it to the email address you have provided to ServiceLance on the Site, or when ServiceLance posts such communication on the Site. You must keep your email address updated on this Site, and you must regularly check the Site for updates. If you fail to respond to an email message from ServiceLance regarding violation, dispute or complaint within two business days, ServiceLance has the right to terminate or suspend your Job or your Account. All new instances of contact from you to ServiceLance must be initiated via the contact methods provided on the site. ServiceLance reserve the right to not acknowledge, not respond or reject any communication methods used other than those made available on the Site.

19.2    MISCELLANEOUS COMMUNICATION
Reference should be made to the Privacy Policy.

19.3    INTERNAL MESSAGING
ServiceLance provides internal messaging features to its members. Your permission to use this system is subject to your acceptance of, but not limited to your agreement that you shall not breach the terms of use and further misuse this messaging system to annoy, spam, avenge, defame, abuse, disgrace, hurt, cause harm, discriminate, incriminate, threaten, or disadvantage any members or Site visitors at any time.

20.0    SITE CHANGES, SALE AND DISCONTINUATION
ServiceLance reserves the right to make any changes to the Site from time to time. ServiceLance may at any stage be Sold or Gifted in full at the discretion of its owners and/or partners to any Party it deems suitable. In such event, ownership of all databases, information and User Content contained therein may be transferred to the new entity without any obligations, guarantees or warranties towards the Site users or its members. ServiceLance may at any stage Discontinue and/or Terminate the Site along with its services at its own discretion and may provide advance notice, but is not obliged to provide any advance notice or warning in this regard.

21.0    MISCELLANEOUS TERMS OF SERVICE
21.1    AGREEMENT
This Agreement, together with any other legal notices and agreements published by ServiceLance via the Site, shall constitute the entire agreement between you and ServiceLance concerning the Site. If any provision of this Agreement is deemed invalid by a court of competent jurisdiction, the invalidity of such provision shall not affect the validity of the remaining provisions of this Agreement, which shall remain in full force and effect.

21.2    APPROPRAITENESS OF SITE IN ALL JURISDICTIONS
ServiceLance makes no representations that the Site is appropriate or available for use in all locations of the world. Those who access or use the Site from the various jurisdictions do so at their own volition and are entirely responsible for compliance with all applicable local laws and regulations, including but not limited to seeking, receiving and providing of services, along with use of any of the features made available via the Site.

21.3    APPLICABLE LAWS AND SERVICELANCE
You are responsible for compliance with applicable local laws, keeping in mind that access to the contents of this Site may not be legal for or by certain persons or in certain countries. ServiceLance will not be considered to have modified or waived any of our rights or remedies under this Agreement unless the modification or waiver is in writing and signed by an authorized representative of ServiceLance. No delay or omission by ServiceLance in exercising its rights or remedies will impair its rights or be construed as a waiver. Any single or partial exercise of a right or remedy will not preclude further exercise of any other right or remedy. You will not transfer, assign or delegate your rights or obligations (including your Account) under this Agreement to anyone without the express written permission of ServiceLance, and any attempt to do so will be null and void. ServiceLance may assign this Agreement in its sole discretion.

21.4    DELAYS
Except for the payment of fees to ServiceLance where applicable, 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, vacations and public holidays, 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.

22.0    DISPUTE AND RELEASE
If you have a dispute with another Member, you release ServiceLance (and our officers, directors, agents, subsidiaries, joint ventures and employees) from claims, demands and damages (actual and consequential) of every kind and nature, known and unknown, arising out of or in any way connected with such dispute.

23.0    INDEMNITY
You agree to defend, hold harmless and indemnify ServiceLance from and against any and all losses, costs, expenses, damages or other liabilities incurred from and against any cost, liability, loss, damage, cause of action, claim, suit, proceeding, demand or action brought by a third party against ServiceLance: (a) in connection with your use of the Site Services including any payment obligations incurred through use of the Site Services; or (b) resulting from: (i) your use of the Site; (ii) your decision to supply credit information via the Site, including personal financial information; (iii) your decision to submit postings and accept offers from other Members; (iv) any breach of contract or other claims made by Members with which you conducted business through the Site; (v) your breach of any provision of this Agreement; (vi) any liability arising from the tax treatment of payments or any portion thereof; (vii) any negligent or intentional wrongdoing by any Member; (viii) any act or omission of yours with respect to the payment of fees to any Provider; (ix) your dispute of or failure to pay any invoice or any other payment; or (x) your obligations to a Provider.

24.0    WARRANTY DISCLAIMER
THE SITE SERVICES PROVIDED BY SERVICELANCE OR OUR THIRD-PARTY SERVICE PROVIDERS ARE PROVIDED "AS IS," AS AVAILABLE, AND WITHOUT ANY WARRANTIES OR CONDITIONS (EXPRESS OR IMPLIED, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY, ACCURACY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NONINFRINGEMENT, ARISING BY STATUTE OR OTHERWISE IN LAW OR FROM A COURSE OF DEALING OR USAGE OR TRADE). WE MAKE NO REPRESENTATIONS OR WARRANTIES, OF ANY KIND, EITHER EXPRESS OR IMPLIED, AS TO THE QUALITY, IDENTITY OR RELIABILITY OF ANY THIRD PARTY, OR AS TO THE ACCURACY OF THE POSTINGS MADE ON THE WEB SITE BY ANY THIRD PARTY.

25.0    LIMITATION OF LIABILITY
IN NO EVENT SHALL WE OR OUR THIRD-PARTY SERVICE PROVIDERS BE LIABLE TO YOU OR ANY OTHER MEMBER FOR ANY SPECIAL, INDIRECT, CONSEQUENTIAL, INCIDENTAL OR PUNITIVE DAMAGES PURSUANT TO THIS AGREEMENT, INCLUDING BUT NOT LIMITED TO, LOSS OF PROFITS, LOSS OF BUSINESS OPPORTUNITIES OR LOSS OF GOODWILL, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. NOTWITHSTANDING ANY OTHER PROVISION OF THIS AGREEMENT, IN NO EVENT WILL OUR LIABILITY TO YOU FOR ANY ACTION OR CLAIM RELATED TO THE SITE SERVICES PROVIDED UNDER THIS AGREEMENT, WHETHER BASED ON CONTRACT, TORT, NEGLIGENCE OR ANY OTHER THEORY OF LIABILITY, EXCEED A MAXIMUM OF US$100.

Revision Information: Last revised on 10 November 2009