Welcome to BizReef. By visiting or using
the Services available from the domain and sub-domains of www.BizReef.com (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.
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.
“Business” means a
User that offers Services
to Customers on the Site.
"Services" means all
projects, advices or others services
delivered by
Businesses 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 billing and 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 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 Businesses to offer Services and bid on Customers' requests. The Web Site also provides Users with
billing and payment services described in Section 4(A) ("Billing
and Payment Service(s)"), thereby reducing the paperwork and
time associated with invoicing and payment processes, 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 Billing and Payment Services, referred to as the
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 9 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
Businesses and Customers.
A. BizReef facilitates the preparation of "Invoices" (as defined in Section 7) by Businesses, submits such Invoices to the Customers on behalf of
Businesses, collects the "Payment" (as defined in Section 7) and remits the Payment (less a Service Charge
as specified at to the applicable Business ("Billing and Payment Services").
The Billing and 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. The Businesses 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 Businesses 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
Businesses 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. (i) At your request, BizReef will accept an advance payment from a Customer
for a Businesses
services, provided that such Customer has accepted such Business bid for a Service offered
(“Escrow Service”).
We will hold such funds (“Escrowed Funds”)
until the Customer and the Business
agree that the funds should be released to the Business or until the Customer and the Business have concluded the process of the Dispute Resolution Services (as defined
in Section 4(D)). Once a Customer
instructs to pay a
Business that performed a Service for him/her, such Customer represents that the
Business has completed the Service fully and satisfactory and
acknowledges that such approval constitutes
an irrevocable instruction to BizReef
to pay the Business. 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) After Customer indicates its approval of a Business’ work product given to such Customer in response
to its Services posting and such
Business’ bid (“Deliverables”), such approval to be made through
the Web Site, we will disburse the Escrowed Funds to such Business. Following the submission of a Deliverable by a Business to Customer, BizReef will not be obligated to keep the Deliverable 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 Business 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
Business 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
Business. 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 Business 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 Business relating to a Deliverable, either
Customer or
Business 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 Business. You acknowledge and
agree that BizReef will only consider
the Deliverables Agreement (as defined below) entered into between Customer and
Business through the Web Site. For purposes
of Dispute Resolution Services, the (“Deliverables Agreement”) shall include the original Services
posting, a Business’ 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
Business’ 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 Business 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
OF A BUSINESS 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 with whom Businesses have
transacted. 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. Businesses 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. 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. 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. PROCESS
[When a Business completes an assignment for which a Customer has engaged the
Business (or a portion of such an assignment)
("Assignment"), such
Business will complete the electronic invoice
form (the "Invoice") and submit it to
BizReef via the
BizReef Web Site. The Business will provide BizReef with
a list of items, including, but not limited to, hours worked, payment required and
description of Assignment(s), to be included on the Invoice ("Invoice
Details"). Such Invoice Details will not be final until and
unless such Business has authorized
their inclusion or waived the right to review such Invoice Details. If a
Business waives his, her or its right to review
the Invoice Details, all items in the Invoice Details will be included on the Invoice
as received by BizReef.
BizReef ENCOURAGES ALL
BUSINESSES TO REVIEW INVOICE DETAILS PRIOR TO THEIR INCLUSION
IN THE INVOICE TO BE SENT TO A CUSTOMER. However, due to the inherent nature of
the Internet and electronic communication transactions, BizReef cannot take responsibility for the accuracy of all transmissions of
Business Invoices. After the completion
of the Invoice Detail process between the Business and BizReef as described
above, BizReef will then submit the
Invoice to the Company and the Company shall submit the payment for a
Business's services with respect to the Assignment(s)
specified in the Invoice (the "Payment")
to BizReef to be processed by
BizReef according to the Payment Terms outlined
in Section 9 of this Agreement.]
8. RELATIONSHIP AND OBLIGATIONS OF PARTIES
A. BizReef provides Services for Registered Users, including you, other Customers
and Businesses. 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 process Invoices
to Customers on behalf of
Businesses and to receive and process Payment
for Businesses services from
Customers. 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 Business.
C. You agree that
BizReef, by providing the
services hereunder, does not accept liability as an employer
- either singularly or jointly - of any Business and that the employment/independent contractor status of any
Business as such status pertains to such
Business' relationship
with you is solely determined by an agreement between the Business and you. 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 Business and that any services for which a Customer engages
a Business are provided by and under
separate agreement between such Customer and such
Business. BizReef is not responsible for and will not control the manner in which a
Business operates and is not involved in the
hiring, firing, discipline or working conditions of the Business. BizReef will not provide
any Business with any materials or tools
with which to complete any projects for which you engage a
Business. 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 you and any
Business you engage.
F. 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.
9. PAYMENT TERMS
A. Customers do not pay BizReef a fee for the SafePay Billing and Payment
Services. Subject to compliance with the SafePay Non-Compliance Fee (as defined
herein), Customers are solely responsible for submitting the Payment due to a
Business for the completion of an
assignment to BizReef. All such Payments shall be payable to BizReef in the applicable currency.
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.
A.1 SafePay Non-Compliance Fee Provision.
You agree that in the event you decide to engage any Business in a full or part-time employment situation or consulting contract for
which the Business is to be compensated
outside BizReef's SafePay invoicing
and payment system, you will contact BizReef for the applicable Safepay Non-Compliance Fee.
B. Unless otherwise agreed to in writing
between you and BizReef,
BizReef shall provide Customer with Invoices
for any Payment due to a Business it
engages. If such 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 Invoice amounts reasonably disputed by a Customer will not be payable
to a Business 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 Business,
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 Invoice constitutes its acknowledgement
of completion of all work covered by such Invoice 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 Invoice 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 Business it engaged until such time as the past due Invoices 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 Business, and such Business
will reimburse BizReef, if
BizReef discovers erroneous
or duplicate transactions, or BizReef
receives a charge-back from any Customer's credit card issuer for any reason. BizReef
may obtain such reimbursement by charging the applicable Business' account, deducting
amounts from future payments owed to the Business, charging such Business' credit card or obtaining
reimbursement from such Business by any other lawful meanings.
10. 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 10(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 invoicing and payment
process or other process already set into motion ("Open Transaction"); and (ii) you shall continue to be obligated to pay all
Businesses for any Assignment for which you
have engaged such Businesses in order
to complete any Open Transaction, and (iii)
BizReef shall close your accont.
11. 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
12. 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.
13. 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.
14. 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 Business
Assignments; (ix) your dispute of or failure to pay any Invoice or any other Payment;
(x) your obligations to a Business;
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.
15. 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 BUSINESS 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 BUSINESSES. IF A REGISTERED USER DECIDES TO RELY ON INFORMATION
PROVIDED BY A BUSINESS, 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.
16. 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.
17. 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.
18. 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, 8, 9, 11, 12, 13, 14, 15, 16, 17 and 18 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.