User Agreement

This User Agreement is effective as of November 30, 2011. Your continued use of the Site after such time will signify your acceptance of this User Agreement. Welcome to Elance.com, the website and online service of Elance, Inc., including our corporate subsidiaries (collectively Elance, we, or us). This page explains the terms by which you may use our web site, web widgets, feeds, mobile device software applications, applications for third-party web sites and services, and any other mobile or web services or applications owned, controlled, or offered by Elance (collectively the Site). By accessing or using the Site you signify that you have read, understood, and agree to be bound by the following User Agreement (User Agreement or this Agreement), which includes and hereby incorporates by reference the agreements and policies referenced in this User Agreement or linked from the following URL: http://www.elance.com/p/legal.html (collectively the Terms of Service). Certain capitalized terms used in this User Agreement are defined here or below. We reserve the right to revise this User Agreement and the Terms of Service and all linked information from time to time in our sole discretion by updating this posting or any linked information. We may make such revisions without prior notice to you, so please check back often for updates. Unless otherwise provided in such revision, the revised User Agreement or Terms of Service, or part thereof, will take effect when they are posted.

SITE SERVICES
Elance makes the Site available as an online venue where clients for professional services (Client(s)) and providers of professional services (Contractor(s)) identify each other and work together online to complete, invoice, and pay for jobs (Jobs). The Site contains features that enable Clients and Contractors to do, among other things, the following: Clients: Post Jobs and Requests for Proposals, identify, interview, negotiate contract terms, hire, manage engagements, rate and pay Contractors. Contractors: Create profiles, advertise capabilities, submit proposals, interview, negotiate contract terms, get hired, manage engagements, invoice, get rated by and receive payment from Clients.

RELATIONSHIP BETWEEN CLIENTS AND CONTRACTORS

Member Contract The dealing, contracting and fulfillment of a Job are between a Client and a Contractor. Upon Clients award and Contractors acceptance of a Job on the Site, Client agrees to purchase, and Contractor agrees to deliver, the Contractor Services in accordance with the following agreements (collectively, the Member Contract): (1) the Terms of Service; (2) the Job terms as awarded and accepted on the Site, to the extent not inconsistent with the Mandatory Terms (defined below); (3) any other contractual provisions accepted by both Client and Contractor and uploaded to the Site, to the extent not inconsistent with the Mandatory Terms (defined below); and (4) either the Elance Payroll Services Agreement or the Services Agreement. The provisions of the Services Agreement may be modified by Job terms awarded and accepted on the Site or other contractual provisions accepted by both Client and Contractor and uploaded to the Site. However, the other provisions of the Terms of Service besides the Services Agreement (the Mandatory Terms) may not be modified. Unless the Members are using Elance Payroll Services, conflicts in the Member Contract shall be resolved in the following order of precedence: (1) the Mandatory Terms; (2) the Job terms, as awarded and accepted on the Site, to the extent not inconsistent with the Mandatory Terms; (3) any other contractual provisions accepted by both Client and Contractor and uploaded to the Site, to the extent not inconsistent with the Mandatory Terms; and (4) the Services Agreement. If the Members are using Elance Payroll Services, conflicts in the Member Contract shall be resolved as described in the Elance Payroll Services Agreement. Notwithstanding anything to the contrary, Client and Contractor both agree not to enter into any contractual provisions or Job terms in conflict with the Mandatory Terms. Any part of the Member Contract that conflicts

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with or modifies the Mandatory Terms shall be null and void while the other parts of the Member Contract shall remain valid and binding. Client is responsible for managing, inspecting, accepting and paying for satisfactory Contractor Services in accordance with the Member Contract in a timely manner. Contractor is responsible for the performance and quality of the Contractor Services in accordance with the Member Contract in a timely manner and professional manner, consistent with industry practice, at a location, place and time that Contractor deems appropriate. The manner and means that Contractor chooses to perform the Job are in Contractors sole discretion and control. In performing the Job, Contractor agrees to provide its own equipment, tools, and other materials at its own expense. Client and Contractor each covenants and agrees to act with good faith and fair dealing in performance of the Member Contract. Client is responsible for managing, inspecting, accepting and paying for satisfactory Contractor Services in accordance with the Member Contract in a timely manner. Contractor is responsible for the performance and quality of the Contractor Services in accordance with the Member Contract in a timely manner. Client and Contractor each covenants and agrees to act with good faith and fair dealing in performance of the Member Contract. Client and Contractor each acknowledges and agrees that it is its responsibility to understand the requirements for each Job. Independent Contractors When a Contractor is not also a Payroll Employee, Client and Contractor each acknowledges and agrees that their relationship is that of independent contractors. The Contractor shall perform the Contractor Services as an independent contractor and nothing in this Agreement shall be deemed to create a partnership, joint venture, agency, or employer-employee relationship between Contractor and Client or between Elance and any Contractor or Client. The relationship between a Client and a Contractor that is also a Payroll Employee is described in the Elance Payroll Services Agreement. Taxes, Reporting and Elance 1099 Service Contractor Form W-9 Requirements. As a Contractor, if you enter and maintain timely, complete and accurate Account registration information on the Site, Elance will automatically fulfill your Form W-9 requirements, if any, to Clients who pay you through the Site by any means other than Elance Payroll Services. Client Form 1099-MISC and Form 1096 Requirements. As a Client, if Elance notifies you that you have successfully requested and implemented the Elance 1099 service when posting a Job on the Site, and if you enter and maintain timely, complete and accurate Account registration information on the Site, Elance will automatically fulfill your Form 1099-MISC and Form 1096 requirements, if any, to Contractors and to the US IRS for payments you make to Contractors through the Site. Except for reporting requirements fulfilled in accordance with the above, each Member is solely responsible for satisfying any income tax, VAT, payroll tax, payroll withholding, sales and use tax, governmental reporting and other legal requirements under applicable law, and all other requirements applicable to the purchase and sale of services from and by independent contractors.

RELATIONSHIP WITH ELANCE

Elance Not a Party to Jobs Elance is not a party to the dealing, contracting and fulfillment of a Job between a Client and a Contractor, including the Contractor Services. Elance has no control over and does not guarantee the quality, safety or legality of Contractor Services advertised, the truth or accuracy of Job listings, the qualifications, background, or abilities of Members, the ability of Contractors to deliver Contractor Services, the ability of Clients to pay for Contractor Services, or that a Client or Contractor can or will actually complete a transaction. Elance is not required to and does not verify any information given to us by Contractors, nor does Elance perform background checks on Contractors However, Elance may provide information about a Contractor, such as a risk score or geographical location, or third party valuations based on data given to us by the Contractor or a third party. Such information is provided solely for the convenience of Clients and is not an endorsement or recommendation by Elance.

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All rights and obligations for the purchase and sale of Contractor Services are solely between Client and Contractor. Client and Contractor must look solely to the other for enforcement and performance of all the rights and obligations arising from Member Contracts and any other terms, conditions, representations, or warranties associated with such dealings. Elance Hourly Work Guarantee For hourly Jobs, excluding Jobs using Elance Payroll Services, Elance provides a limited guarantee that Clients pay only for work performed and Contractors get paid for hours worked (Elance Hourly Work Guarantee). The maximum amount of the Elance Hourly Work Guarantee for the life of a relationship between the same Client and Contractor is $2,500 or 50 Work View hours, whichever is less. Elance Hourly Work Guarantee to Contractors: Subject to and conditioned on the below restrictions and limitations, Elance will pay Contractor for documented work not paid for or otherwise adjusted as follows: a. b. Both Client and Contractor must agree to use the Tracker software with Work View (Work View) as part of the Job terms. Client must have an account in good standing, the default payment method must be a valid authenticated credit card or PayPal with billing agreement enabled, and Client must agree to automatically pay for hours billed through Work View. Contractors account must be in good standing with Elance. Contractor must use Tracker with Work View enabled to document hours subject to the guarantee. Contractor must provide adequate comments (at least one comment per hour) for the Screenshots documented by Work View. The Screenshots documented by Work View must be clearly related to the applicable Job requirements or Client instructions in the Workroom. The number of hours billed must be within the hours authorized for the week in the Workroom. Within thirty (30) days after submission of the Work View timesheet, Contractor must submit a dispute specifically identifying the documented work not otherwise paid for. Elance will investigate and make a determination in its sole discretion.

c. d. e. f. g. h. i.

The Elance Hourly Work Guarantee to the Contractor shall not apply to: (1) hours not authorized by the Client in the Workroom; (2) Miscellaneous and Bonus payments; (3) Refunds; (4) time added while Work View is not enabled; (5) time added after Client has disputed a billing and before the resolution of that incident; and (6) Jobs using Elance Payroll Services. The maximum rate per hour guaranteed by Elance to a Contractor under the Elance Hourly Work Guarantee shall not exceed: (i) the rate provided in the Job terms; (ii) the usual hourly rate billed by the Contractor on the Site across all Clients; and (iii) the going rate for the same skills on the Site in Contractors area (such determination to be made in Elances sole discretion). Elance Hourly Work Guarantee to Client: Subject to and conditioned on the below restrictions and limitations, Elance will adjust the invoice or refund Client for work that is not clearly related to either Job requirements or Client instructions in the Workroom as follows: a. b. Both Client and Contractor must agree to use Work View as part of the Job terms. Client must have an account in good standing, the default payment method must be a valid authenticated credit card or PayPal with billing agreement enabled, and Client must agree to automatically pay for hours billed through Work View. Within the Timesheet Review Period, Client must submit a dispute specifically identifying the time billed that is not clearly related to either Job requirements or Client instructions in the Workroom. The Timesheet Review Period means the time between submission of a Work View timesheet at 11:59 PM Eastern time on Sunday and the following Friday at 11:59 PM Eastern time. Elance will investigate and make a determination in its sole discretion.

c.

d.

The Elance Hourly Work Guarantee to the Client guarantees only that Contractors work is related to either Job requirements or Client instructions in the Workroom. Elance does not guarantee the quality of the

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Contractors work. The Elance Hourly Work Guarantee to the Client shall not apply to Jobs using Elance Payroll Services. Further Details: Further details concerning the Elance Hourly Work Guarantee may be found on the Site and are hereby incorporated by reference, provided that the Terms of Service shall govern any conflicts. Third-Party Beneficiary of Member Contract Client and Contractor each acknowledges and agrees that the value, reputation, and goodwill of the Site depend on their performance of their covenants and agreements as set forth in their Member Contract. Client and Contractor therefore appoint Elance a third-party beneficiary of their Member Contract for purposes of enforcing the obligations owed to, and the benefits conferred on, Elance by this Agreement. Client and Contractor further agree that Elance has the right to take such actions with respect to the Member Contract or their Accounts, including without limitation suspension, termination, or legal actions, as Elance in its sole discretion deems necessary to protect the value, reputation, and goodwill of the Site. 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 Elance, except and solely to the extent expressly stated.

ELANCE FEES
Service Fee. When Client pays a Contractor or releases escrow funds to a Contractor through the Site, Elance deducts a Service Fee that Elance earns for creating, hosting, maintaining, and providing the Site. After deducting such amounts, Elance transfers the remaining payment amount to the Contractor. The amount of the Service Fee deducted by Elance varies as detailed on the Site. If you are a Contractor and believe a Service Fee might be in error, please log onto the Site and click the Manage tab at the top of the page, then click Workroom List. In your Workroom List, locate the appropriate job and then click Select Action > Request Fee Adjustment to fill out the Fee Adjustment Request form. This section Service Fee does not apply to payments made using Elance Payroll Services. For a description of the fees (the Payroll Service Fees) associated with Elance Payroll Services, please see the Elance Payroll Services Agreement. Membership Fee. Contractors can choose various membership programs to subscribe to different levels of participation on the Site, as detailed in Contractor Membership Fees and on the Site. Other Fees. Elance may choose to offer additional features, such as Featured Posts or verification features, for additional fees. Such features and fees are described in detail here. Elance may also charge fees for Inactive Accounts, as described in the Billing and Payment Service Policy, and Dormant Escrow Accounts, as described in the General Escrow Instructions.

PERIOD OF EXCLUSIVITY
Clients: By visiting or using the Site you agree to use Elance to make all payments to Contractors who identify you or whom you identify through the Site, so that Elance can collect its Service Fee or Payroll Service Fee. For all Contractors you identify via the Site on or after June 1, 2011, you acknowledge and agree that Elance earns its Service Fee or Payroll Service Fee on all payments you make to a Contractor in the first 24 months after you identify the Contractor through the Site, regardless of whether you make the payments through Elance or not. You agree not to take any action directly or indirectly to circumvent these fees. After 24 months, our Service Fee or Payroll Service Fee applies only if the payment is made through the Payment Service. As a Client, you also agree to notify Elance immediately if your Contractor solicits payment from you outside the Site. Contractors: By visiting or using the Site, or by communicating with Clients identified through the Site, you agree to use Elance to receive all payments from Clients who identify you or whom you identify on the Site, so that Elance can collect its Service Fee or Payroll Service Fee. For all Clients you identify via the Site on or after June 1, 2011, you acknowledge and agree that Elance earns its Service Fee or Payroll Service Fee

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on all payments you receive from a Client in the first 24 months after you identify the Client through the Site, regardless of whether you receive the payments through Elance or not. You agree not to take any action directly or indirectly to circumvent these fees. After 24 months, our Service Fee or Payroll Service Fee applies only if the payment is made through the Payment Service. As a Contractor, you also agree to notify Elance immediately if your Client seeks to pay you outside the Site. Opt-Out: Notwithstanding the foregoing, if the Client pays the Opt-Out fee and Elance notifies both Client and Contractor that the Opt-Out option has been exercised for that Contractor, then the Client has the right to pay that Contractor outside the Site.

MEMBER ELIGIBILITY AND OBLIGATIONS

To access Site Services through our Site, you must be a legal entity, or an individual in business 18 years or older who can form legally binding contracts. To register for an Account with Elance 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 Contractor 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. Elance reserves the right in its sole discretion to refuse, suspend, or terminate service to anyone for any reason or no reason.

ACCOUNTS
To become a Member and access Site Services through our Site you must register for an "Account. You agree to provide true, 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 Client Account and one Contractor Account without express written permission from Elance (except that you may be a Team Member of other Accounts as provided below).

TEAM ACCOUNTS
As a Member, you may create a Team Account by adding Users to your Account to act on your behalf in the roles you assign (each, a Team Member). You may also grant certain account administration privileges to one or more Team Account Administrators. Only the Member who registered the Team Account and the Team Account Administrators can add Team Members to the Team Account. You will need to create a new Account and profile for each Team Member added to a Team Account. Each Team Member must be a real person. Each Team Member profile must contain the Team Members real name, must comply with all Terms of Service governing Accounts and must comply with the thumbnail image policy for Individual Accounts set forth in the Site Usage Policy. Elance reserves the right to require any Team Members identity to be verified at any time. Member represents, warrants, and agrees to grant access to the Team Account and any related Team Member only to Users authorized to act on behalf of the Member and only in accordance with this Agreement. Additionally, Member represents, warrants, and agrees to be fully responsible and liable for any action of any Team Member and any other User who uses the Team Account, including Team Account Administrators. You agree (1) not to use any Account, Team Member, username, or password of another User of the Site that you are not authorized to use, and (2) not to allow others who are not authorized to do so to use the Team Account or any related Team Member Account at any time. Your Elance Account (including feedback) and username are not transferable, and any transfer or attempted transfer to another party is null and void. If your Account contains Team Members with profiles that violate the Terms of Service, it may affect your level rating on Elance. Any or all Team Member Accounts related to the Account may be suspended or terminated without warning if the Account or any related Team Member is suspended or terminated.

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USERNAMES AND PASSWORDS

When a Member registers an Account, the Member will be asked to choose a username and password for the Account. The Member and any Team Account Administrator will also be asked to choose the initial username and password for any Team Account that is added to the Account (and can change the username and password for any Team Account at any time). 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. In addition, if you are a Member who owns a Team Account, or if you are a Team Account Administrator, you agree to safeguard and maintain the confidentiality of all your Team Account passwords. In either case, you authorize Elance to assume that any person using the Site with your username and password or your Team Account passwords, and the username of any Team Account added by an Account Administrator (if any) either 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 any related Team Account or access to your password or the password of any User of your Account or any related Team Account.

THIRD-PARTY CONTENT
Directory of Contractors The Site contains a directory of Contractors. The directory is populated with information from third-party sources, from Contractors themselves, and from other Members. Elance provides this directory as a convenience and does not confirm or verify the information contained in it. Verification and Monitoring Elance makes available to Members on the Site various services provided by third parties to verify a Members credentials, provide testing services, or provide information. Any opinions, advice, statements, services, offers or other information or content expressed or made available by these third parties or any other Members are those of the respective author(s) or distributor(s) and not of Elance. Elance neither endorses nor is responsible for the accuracy or reliability of any opinion, advice, information or statement made on the Site by anyone other than authorized Elance employees acting in their official capacities. Links and Applications This Site may contain links to third party Web sites, services, or resources. The Site may also contain applications that allow you to access third party Web sites, services or resources via the Site. Such Web sites, services, and resources are owned and operated by the third-parties and/or their licensors. Your access and use of those Web sites, services, and/or resources, including online communication services such as chat, email and calls, will be governed by the terms and policies of the applicable Web site, service, or resource. You acknowledge and agree that Elance is not responsible or liable for: (i) the availability or accuracy of such sites, services, or resources; or (ii) the content, advertising, or products on or available from such sites, services, or resources. You are responsible for deciding if you want to access a third party Web site, service or resource by clicking on a link or installing an application. The inclusion of any link or application on the Site does not imply that we endorse the linked site or application. You use the links and these services at your own risk, and agree that your use of an application via the Site is on an as-is basis without any warranty for any purpose.

LICENSES AND SITE ACCESS

Access and Interference Visitors and Users must access Secure Areas through browsers employing an encryption level of at least one hundred twenty eight (128) bits. You understand and agree to immediately stop using or accessing Secure Areas if your browser does not support such a level of encryption. If your browser does not allow such encryption then you may be blocked from using the Site. The Site contains robot exclusion headers. 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. Additionally, 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,

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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 Elance 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; (i) access any content on the Service through any technology or means other than those provided or authorized by the Service; or (j) directly or indirectly, advertise or promote another website, product, or service or to solicit other Users for other websites, products or services. 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 Users 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. User Content Some areas of the Site may allow Users to post 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 we are only acting 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, Elance does not guarantee any confidentiality with respect to any User Content. 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 partys 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. You understand that publishing your User Content on the Service is not a substitute for registering it with the U.S. Copyright Office, the Writers Guild of America, or any other rights organization. Elance 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. Elance 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 inappropriate for children, and you agree that Elance shall not be liable for any damages you allege to incur as a result of such User Content. Furthermore, Elance 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. Elance does not confirm or verify whether a Contractor has the expertise, or is qualified or licensed to provide the Contractor Services or advice being requested. You further agree not to post any User Content that contains any requests for or information enabling contact or payment outside of the Site.

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Elance reserves the right, but is not obligated, to reject and/or remove any User Content that Elance believes, in its sole discretion, violates these provisions. User License to Elance You retain all your ownership rights in your 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 Elance 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 Elances (and its successors and affiliates) business, 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. Notwithstanding the foregoing, Elance will only use or disclose your User Content posted to non-public areas of the Site (such as the Workroom) to the extent necessary to provide you the services on the Site. 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. The above licenses granted by you in your User Content terminate within a commercially reasonable time after you remove or delete your User Content from the Site. You understand and agree, however, that Elance may retain, but not display, distribute, or perform, 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 Elance 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, Elance does not waive any rights to use similar or related ideas previously known to Elance, or developed by its employees, or obtained from sources other than you. Additional User Representations and Warranties You shall be solely responsible for your own User Content and the consequences of posting or publishing it. 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 at least 18 years of age or 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. You have the written consent of each and every identifiable natural person in the User Content to use such persons 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. Your User Content and Elances 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. Elance may exercise the rights to your User Content granted under this Agreement without liability for payment of any guild fees, residuals, payments, fees, or royalties payable under any collective bargaining agreement or otherwise.

b.

c.

d.

Elance License to User Subject to and conditioned on compliance with this Agreement, Elance 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 Elance 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

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with the operation of any part of this Site unless expressly permitted by law. 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 Elance. Elance and its licensors retain 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 Elance logo and name are trademarks of Elance, 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 Elance's or any third party's Intellectual Property Rights, whether by estoppel, implication or otherwise. Widgets From time to time, Elance may make software, links or other computer code available that allows you to display Elance content on your website (Widgets). Subject to and conditioned on compliance with this Agreement, Elance grants you a limited, nonexclusive and revocable license (a) to download, copy and use Widgets to display Elance content on your website; (b) to display the Elance content served by the Widget; and (c) to display the Elance trademarks served by the Widget. You may not: 1) Use a Widget on any website that (a) contains illegal content, pornographic content, content related to adult services, or content that violates any third party rights (including without limitation copyright and other intellectual property rights); or (b) facilitates bulk email or spam; Charge a fee for access to Elance content via the Widget; Reverse engineer, modify or alter the Widget; Modify, obscure or interfere with the display of any content displayed by the Widget, including the Elance name, trademarks and service marks; Continue to use the Widget or display Elance content if Elance informs you that your license to use a Widget has been terminated or revoked; or Use a Widget in any way designed to attack, modify or interfere with the Site.

2) 3) 4) 5) 6)

All rights in and to and ownership of (i) all Widgets, (ii) all Elance content, and (iii) the Elance trademarks, trade names, service marks, slogans, designs, labels, logos and other source-identifying symbols trademarks and service marks (collectively, the Elance Marks) served by Widgets, are vested in Elance absolutely. All uses of the Elance Marks will inure to the benefit of Elance. You have no right, title or interest in the Elance Marks aside from this license and must stop using the Widget and stop displaying or using Elance content and Elance Marks immediately if Elance revokes this license.

RESOLUTION OF DISPUTES BETWEEN MEMBER AND ELANCE

If a dispute arises between you and Elance, our goal is to resolve such dispute quickly and cost-effectively. Accordingly, you and Elance agree that we will resolve any claim or controversy at law or equity that arises between us out of this Agreement or the Elance Services (a Claim) in accordance with this section entitled Resolution of Disputes Between Member and Elance. Before resorting to these alternatives, you agree to first contact Elance directly to seek dispute assistance here. Law and Forum for Disputes This Agreement is governed in all respects by the laws of the State of California without giving effect to any principle that may provide for the application of the law of another jurisdiction. You agree that any claim or dispute you may have against Elance must be resolved by a court located in Santa Clara County, California, or as described in the Arbitration Option paragraph below. You hereby submit to the exclusive personal jurisdiction of the courts located within Santa Clara County, California for the purpose of litigating all such claims or disputes. Arbitration Option For any claim arising between you and Elance (excluding claims for injunctive or other equitable relief) where the total amount of the award sought is less than $10,000, the party requesting relief may elect to resolve the dispute in a cost-effective manner through binding non-appearance-based arbitration. A party electing arbitration must initiate such arbitration through an established alternative dispute resolution (ADR) provider mutually agreed upon by the parties. The ADR provider and the parties must comply with the following rules: (a) the ADR provider will specify whether the arbitration will be conducted by telephone,

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online, or solely based on written submissions; (b) the arbitration will not involve any personal appearance by the parties or witnesses unless otherwise mutually agreed by the parties; and (c) if an arbitrator renders an award the party receiving the award has the right to enter any judgment on the award in any court of competent jurisdiction. Improperly Filed Claims Should you file a claim contrary to this section entitled Resolution of Disputes Between Member and Elance, Elance will be entitled to recover attorneys fees and costs up to $2,000, provided that Elance has notified you in accordance with this Agreement of the improperly filed claim, and you have failed to promptly withdraw the claim.

TERM; TERMINATION AND SUSPENSION

This Agreement shall become effective as your contractual agreement upon your acceptance or your use of the Site, and shall continue until your Account is terminated by Elance or you as provided for under the terms of this Section. 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. If you are using Elance Payroll Services, you must legally terminate your relationship with the Client or Contractor, as applicable, before terminating this Agreement. In the event you properly terminate the contractual agreement represented by this Agreement, your Account is automatically terminated and (i) Elance shall continue to perform those Elance 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 Elance for any Site Services and to any Contractors for any Contractor Services. Any termination of an Account will automatically lead to the termination of all related Team Accounts, and any termination of a Team Account gives Elance the right to terminate any or all related Accounts and Team Accounts. Without limiting Elance'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 written policies and procedures posted on the Site or linked here; (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 Elance or are contrary to the interests of the Site or the Elance user 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. 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 Elance's other remedies, to the extent you engage in actions or activities which circumvent the Elance Site or otherwise reduce fees owed Elance under this Agreement, you must pay Elance for all fees owed to Elance and reimburse Elance for all losses and costs (including any and all Elance employee time) and reasonable expenses (including attorney fees) related to investigating such breach and collecting such fees. Elance 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 be deleted along with all your previous posts and proposals. The sections entitled RELATIONSHIP BETWEEN CLIENTS AND CONTRACTORS, RELATIONSHIP WITH ELANCE, ELANCE FEES, PERIOD OF EXCLUSIVITY, THIRD-PARTY CONTENT, LICENSES AND SITE ACCESS, RESOLUTION OF DISPUTES BETWEEN MEMBER AND ELANCE, TERM; TERMINATION AND SUSPENSION, DISCLAIMERS, LIMITATIONS AND EXCLUSIONS, NOTICES AND COMMUNICATIONS, MISCELLANEOUS, CERTAIN DEFINED TERMS, and the Site Policies entitled Billing and Payment Service Policy, General Escrow Instructions, and Dispute

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Resolution Process, will all survive termination of the contractual agreement between us. Notification of Elance Members 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 ELANCE SUSPENDS OR TERMINATES YOUR ACCOUNT OR JOB, ELANCE 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.

DISCLOSURES
Elance, located in Mountain View, California, is the provider of the electronic commercial service on this Site. Members are notified, via this Site, in advance regarding any applicable service charges. The Complaint Assistance Unit of the Division of Consumer Services of the Department of Consumer Affairs in California may be contacted in writing at 1625 N. Market Blvd., Sacramento, CA 95834, or by calling the following number: 1-800-952-5210 for callers in California, and 1-916-445-1254 for callers outside California. Upon your request, you may have this Agreement sent to you by email. Please feel free to contact Elance to resolve a complaint regarding any aspect of service relating to this Site by writing to the above address, or contact us at Customer Support.

DISCLAIMERS, LIMITATIONS AND EXCLUSIONS

Data 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 Elance's part to store, backup, retain, or grant access to any information or data for any period. We have implemented commercially reasonable technical and organizational measures designed to secure your personal information from accidental loss and from unauthorized access, use, alteration or disclosure. However, we cannot guarantee that unauthorized third 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.

WARRANTY DISCLAIMER
THE SITE SERVICES PROVIDED BY ELANCE OR ANY OF OUR LICENSORS 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. SOME STATES AND JURISDICTIONS DO NOT ALLOW FOR ALL THE FOREGOING LIMITATIONS ON IMPLIED WARRANTIES, SO TO THAT EXTENT, IF ANY, SOME OR ALL OF THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU.

LIMITATION OF LIABILITY
IN NO EVENT SHALL WE OR OUR LICENSORS 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.

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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 THE GREATER OF: (A) $100, OR (B) THE AGGREGATE AMOUNT OF SERVICE CHARGES ACTUALLY COLLECTED BY US FROM YOU FOR THE SITE SERVICES TO WHICH THE LIABILITY RELATES DURING THE SIX (6) MONTH PERIOD IMMEDIATELY PRECEDING THE DETERMINATION OF SUCH LIABILITY. SOME STATES AND JURISDICTIONS DO NOT ALLOW FOR ALL THE FOREGOING EXCLUSIONS AND LIMITATIONS OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO TO THAT EXTENT, IF ANY, SOME OR ALL OF THESE LIMITATIONS AND EXCLUSIONS MAY NOT APPLY TO YOU.

RELEASE
If you have a dispute with another Member, you release Elance (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. YOU HEREBY WAIVE CALIFORNIA CIVIL CODE 1542 (AND ANY ANALOGOUS LAW IN ANY OTHER APPLICABLE JURISDICTION) WHICH SAYS: A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM MUST HAVE MATERIALLY AFFECTED HIS SETTLEMENT WITH THE DEBTOR." This release will not apply if the cause of the dispute is Elances failure to meet an Elance obligation under the Terms of Service.

INDEMNITY
You agree to defend, hold harmless and indemnify Elance from and against any and all losses, costs, expenses, damages or other liabilities incurred by Elance arising from or related to any cause of action, claim, suit, proceeding, demand or action brought by a third party against Elance: (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 with which you conducted business through the Site; (viii) any act or omission of yours with respect to the payment of fees to any Contractor; (ix) your dispute of or failure to pay any invoice or any other payment; or (x) your obligations to a Contractor. 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.

NOTICES AND COMMUNICATIONS

Communications from Elance to you Unless you otherwise indicate in writing to Customer Support, Elance 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 Elance sends it to the email address you have provided to Elance on the Site, or when Elance posts such communication on the Site. You must keep your email address updated on this Site, and you must regularly check this Site for postings. If you fail to respond to an email message from Elance regarding violation, dispute or complaint within two business days, Elance has the right to terminate or suspend your Job or your Account.

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Communications from you to Elance All notices to Elance intended to have a legal effect concerning this Agreement must be in writing and delivered either in person or by a means evidenced by a delivery receipt, to the following address: Elance, Inc. 441 Logue Ave., Suite 150 Mountain View, CA 94043 Attn: Controller Such notices to Elance are deemed effective upon receipt.

MISCELLANEOUS TERMS AND CONDITIONS

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. Elance 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 Elance. No delay or omission by Elance 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 Elance, and any attempt to do so will be null and void. Elance may assign this Agreement in its sole discretion. This Agreement, together with any other legal notices and agreements published by Elance via the Site, shall constitute the entire agreement between you and Elance 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. The Site is controlled and operated from its facilities in the United States. Elance makes no representations that the Site is appropriate or available for use in other locations. Those who access or use the Site from other jurisdictions do so at their own volition and are entirely responsible for compliance with all applicable United States and local laws and regulations, including but not limited to export and import regulations. You may not use or access the Site if you are a resident of a country embargoed by the United States, or are a foreign person or entity blocked or denied by the United States government. Unless otherwise explicitly stated, all materials found on the Site are solely directed to individuals, companies, or other entities located in the United States. Except for the payment of fees to Elance, 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. The boldface paragraph headings in this Agreement are included for ease of reference only and have no binding effect. This Agreement and all documents referenced in this Agreement (including the Terms of Service available by hyperlink above) comprise the entire agreement between you and Elance with respect to the use of this Site and supersede all prior agreements between the parties regarding the subject matter contained herein as well as any conflicting or inconsistent terms in any Web site that link to or are linked from this Site. For convenience, this Agreement may be displayed in HTML and/or PDF versions. In the event of any inconsistency between such versions, the PDF version will govern.

CERTAIN DEFINED TERMS

Any capitalized term not otherwise defined in this Agreement has the meaning given such term on the Site. As used throughout this Agreement: Account means the Elance Account you open when you register to become a Member and use the Site Services, and all Team Accounts added to that Account. Client means a Member that investigates and purchases Contractor Services or identifies a Contractor through the Site.

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Contractor means a Member that offers and delivers services or identifies a Client through the Site. The term Contractor includes without limitation a Member that becomes a Payroll Employee. Contractor Services means all services delivered by Contractors. Elance Payroll Services means the services described in the Elance Payroll Services Agreement. Elance Services means the creation, hosting, maintenance, and provision of the Site and all services delivered by Elance that are accessible through the Site. The term Elance Services does not include Contractor Services or Third-Party Services. Intellectual Property Rights means all patent rights, copyright rights, mask work rights, moral rights, rights of publicity, trademark, trade dress and service mark rights, goodwill, trade secret rights and other intellectual property rights as may now exist or hereafter come into existence, and all applications therefore and registrations, renewals and extensions thereof, under the laws of any state, country, territory or other jurisdiction. Member means a person or legal entity that registers for an Account. Member Contract shall have the meaning given to it above. Payment Service means the Elance Billing and Payment Service. Payroll Employee means a Contractor accepted for employment by a payroll services company selected by Elance and assigned by that company via the Site to provide Contractor Services to one or more Client(s). Secure Areas means portions of the site that are encrypted using the Hypertext Transfer Protocol Secure (also known as HTTPS) or any other encryption mechanism. Services Agreement means the default Services Agreement Between Client and Contractor and this default Services Agreement may be modified by Client and Contractor as described here. A Services Agreement may include specifications, price, milestones, deliverables, units of work, hours, payment terms, warranties and other contractual obligations. Site Policies means the Terms of Service and all obligations, requirements, and guidelines contained in or linked from the Site. Site Policies includes, without limitation, all documents linked here. Site Services means all services that are accessible through the Site except Contractor Services whether provided by Elance, an Affiliate or a third party. Site Services expressly include, without limitation, Widgets and third party links and applications. Third-Party Services means all services that are accessible through the Site and delivered by third parties. The term Third-Party Services does not include Elance Services or Contractor Services. User means (1) a person who is a Member, using the Site on his or her own behalf, or (2) a person who is using the Site on behalf of a Member that is a company or organization. Visitor means a person who is only visiting the Site, not a Member or User. Workroom means the place on the Site where a Client and Contractor can communicate and work together on a Job. Work System means the tools available on the Site for Client and Contractor to communicate and work together. you means a Visitor or Member accessing the Site or using the Site Services on his or her own behalf; or, if the Site Services are used on behalf of a Member, "you" means the Member for which the Site Services are used and the User who accesses the Site on behalf of such Member (and such User represents that he or she has the authority to do so on the Member's behalf).

CONTACTING US
If you wish to report a violation of the Terms of Service, have any questions or need assistance, please contact Elance Customer Support as follows: Web Support: http://www.elance.com/service Email: services@Elance.com Phone: (Mon-Fri, 8 a.m. - 5 p.m. Pacific Time): 1-877-4-ELANCE (1-877-435-2623) Online Help Topics: http://www.elance.com/help

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