...Summary of Terms

The following Terms of Use are a contractual agreement between you and BRAiNLance (which includes any subsidiaries and our corporate parent). The Terms of Use is also referred to as the "Agreement" and as the "Terms of Agreement." By visiting or using the services available from the domain and sub-domains of www.BRAiNLance.com (the "Site"), you are agreeing to be bound legally by this Agreement. By checking for updates of the Terms of Use and the related linked information you can be current with any changes to this agreement. We reserve the right to revise the Terms of Use and all linked information from time to time in our sole discretion by updating this posting or any linked information. All the revised terms will take effect when they are posted.

BRAiNLance Services

BRAiNLance makes the Site available as an online marketplace and workspace where purchasers of intelligent professional services ("BUYERs") and purveyors of intelligent professional services ("BRAiNs") meet and collaborate on work projects using the following services (collectively, the "BRAiNLance Services"):

BRAiN Market. The Web Site, BRAiNLance.com, is an online marketplace where: (1) BUYERs auction work by posting service requests and project descriptions ("Projects") to receive proposal bids or conduct searches and locate, interview and purchase services of intelligent service providers for Projects; and (2) BRAiNs describe their specialties, respond to private message inquiries, submit proposals with bids, get interviewed and get selected to provide their Services to BUYERs (collectively, "BRAiN Market"). In providing the BRAiNLance Services, BRAiNLance is not the source of project work but is only a provider of an online marketplace for BUYERs and BRAiNs to meet and enter into independent contracts with each other for project work (Projects).

Work Space Services. The Web Site is also an online work space where BRAiNLance provides BUYERs and BRAiNs services that allow them to collaborate, negotiate, communicate, manage projects and exchange invoices via a private messaging channel and includes secure payment transaction tools and other services (collectively, "Work Space Services").

FEES

When a BUYER makes a payment to a BRAiN, BRAiNLance deducts a Service Fee earned for providing the BRAiNLance Services, plus a Payment Processing Fee to cover expenses incurred with third-party payment processors such as PayPal, credit card companies and banking institutions. BRAiNLance transfers the remaining payment amount to the BRAiN. The total amount of the Service Fee plus the Payment Processing Fee varies according to the BUYER’s Member Status and the Payment Processing Fee that is current at the time of the transaction.

When a BRAiN receives a payment from a BUYER, BRAiNLance deducts a Service Fee earned for providing the BRAiNLance Services, plus a Payment Processing Fee to cover expenses incurred with third-party payment processors such as PayPal, credit card companies and banking institutions. BRAiNLance transfers the remaining payment amount to the BRAiN. The total amount of the Service Fee plus the Payment Processing Fee varies according to the BRAiN’s Member Status and the Payment Processing Fee that is current at the time of the transaction..

BUYERs: By visiting or using the Site you agree to use BRAiNLance to make all payments to BRAiNs that you locate on the Site, so that BRAiNLance can collect its Service Fee. You also acknowledge and agree that BRAiNLance earns its Service Fee on all payments to a BRAiN that you locate on BRAiNLance in the first year (365 days) after you locate the BRAiN through the Site, regardless of whether you make the payments through BRAiNLance or not. You agree not to take any action directly or indirectly to evade or circumvent these fees. After one (1) year, our Service Fee for payments to the BRAiN applies only if the payment is made through the Payment Service.

BRAiNs: By visiting or using the Site you agree to use BRAiNLance to receive all payments you receive from BUYERs that you locate on the Site, so that BRAiNLance can collect its Service Fee. You also acknowledge and agree that BRAiNLance earns its Service Fee on all payments from a BUYER you identify on BRAiNLance in the first year (365 days) after you locate the BUYER through the Site, regardless of whether you receive the payments through BRAiNLance or not. You agree not to take any action directly or indirectly to evade or circumvent these fees, and to pay additional fees that apply as described on the Site and in the Site Policies. After one (1) year, our Service Fee for payments from the BUYER applies only if the payment is made through the Payment Service.

MEMBER ELIGIBILITY

Our Services are available only to legal entities and individuals in business who are 18 years or older and can form legally binding contracts. To register for an Account with BRAiNLance and become a Member, you must accept all of the terms and conditions in, and linked to, the Terms of Use. BRAiNLance reserves the right in its sole discretion to refuse, suspend, or terminate service to anyone.

YOUR ACCOUNT

To become a Member and use the Services available from the 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 such information to maintain its truth, accuracy and completeness.

Member represents, warrants, and agrees to grant access to the Account 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 Account User and the account will be subject to suspension or terminatation accordingly.

Passwords and Use of Account

You are entirely responsible for securing and maintaining the confidentiality of your password. You agree not to (1) use any Account,Username, or password of another User of the Site that you are not authorized to use or (2) authorize others who are not authorized to do so to use the Account. You agree to notify us immediately if you suspect any unauthorized use of the Account or access to your password or the password of any User of your Account. You are solely responsible for any use of the Site with your Username and password as authorized by you.

LEGAL RELATIONSHIPS

BRAiNLance Provides the Online Work Space

BRAiNLance makes the Site available as an online marketplace and online work space where BUYERs and BRAiNs offering professional services locate and connect with each other and take advantage of the Services. BRAiNLance is not involved in the dealing and contracting between BUYERs and BRAiNs, or in the BRAiNs’ delivery of Services to BUYERs. BRAiNLance has no control over and does not guarantee the quality, safety or legality of Services as advertised by BUYERs, the truth or accuracy of listings, the qualifications, background, or abilities of registered Users or any legally assigned co-User, the ability of BRAiNs to deliver Services, the ability of BUYERs to pay for BRAiN Services, or that a BUYER or BRAiN can or will actually complete a transaction.

Performance of Member Contracts

Upon acceptance of a proposal, the BUYER agrees to purchase, and the BRAiN agrees to deliver the Services in accordance with the proposal, the Terms of Use, and any other contract uploaded to the Site by the parties (collectively, the “Member Contract”). You agree not to enter into any contractual provisions in conflict with the Terms of Use. Any provision of a Member Contract in conflict with the Terms of Use is void. The BUYER and BRAiN each covenants and agrees to act with good faith and fair dealing in performance of the Member Contract. Furthermore, the BUYER and BRAiN each acknowledges and agrees that the value, reputation, and goodwill of the Site depend on their performance of the foregoing covenants and agreements. The BUYER and the BRAiN therefore agree that BRAiNLance has the right to take such actions with respect to the Member Contract, including without limitation suspension, termination, or legal actions, as BRAiNLance in its sole discretion deems necessary to protect the value, reputation, and goodwill of the Site.

Projects

By registering as a Member, you acknowledge and agree that whenever you use our Marketplace Services you locate, choose, connect with and hire or are hired directly by other Members of the Site to receive or deliver Projects in accordance with the Terms of Use. BRAiNLance is not involved in the dealing or contracting between BUYERs and BRAiNs for Projects, or in the BRAiNs’ delivery of Projects to BUYERs. BRAiNLance is not a party to any contract for any purchase and sale of Projects or any other BRAiN Services on the Site. All rights and obligations for the purchase and sale of any Projects are solely between BUYERs and BRAiNs. Each BUYER and BRAiN must look solely to the other for enforcement and performance of all the rights and obligations arising from Projects in accordance with the Terms of Use and any other terms, conditions, representations, or warranties associated with such dealings.

Relationship Between BUYERs and BRAiNs

Taxes, Reporting and Legal Responsibilities

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, including without limitation those applicable to the purchase and sale of Services from and by independent contractors.

BRAiN Directory

The Site may contain a directory of BRAiNs. A BRAiN directory is populated with information from third party sources, from BRAiNs themselves and from other Members who may have provided reviews and ratings. BRAiNLance provides this directory as a convenience and does not confirm or verify the information contained in it.

Third Party Content, Verification and Monitoring

BRAiNLance may make available to Members on the Site various Services provided by third parties to verify a Member’s identity or credentials (“Verification of BRAiNs”) or provide testing services (“Testing of BRAiNs ”). BRAiNLance has no editorial control over such content. BRAiNLance is not responsible for and does not monitor content for accuracy or reliability. Any opinions, advice, statements, Services, offers or other information or content express or made available by third parties, including information BRAiNs, Testing of BRAiNs, Members and Verification of BRAiNs, are those of the respective author(s) or distributor(s) and not of BRAiNLance. BRAiNLance neither endorses nor is responsible for the accuracy or reliability of any opinion, advice, information or statement made on this Site by anyone other than authorized BRAiNLance employees acting in their official capacities. BRAiNLance does not confirm or verify if a BRAiN claiming to be a professional or claiming to be qualified to provide professional advice is in fact licensed or otherwise qualified to provide the Services or advice being requested.

Links

This Site may contain links to other Web sites or resources and access and use of certain services offered by third parties, including online communication services such as chat, email and calls and your access and use of those Web sites, resources or services, including the online communication services, will be governed by the terms and policies of the Web site or resource profider. These services are owned and operated by the third party providers and their licensors. You acknowledge and agree that BRAiNLance is not responsible or liable for: (1) the availability or accuracy of such sites or resources; or (2) the content, advertising, or products on or available from such Sites or resources. The inclusion of any link on the Site does not imply that we endorse the linked site. You use the links and these services at your own risk.

No Agency

The Terms of Use 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 BRAiNLance, except and solely to the extent expressly stated.

Access and Interference

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, 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 BRAiNLance 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; or (d) bypass any measures we may use to prevent or restrict access to the Site or any subparts of the Site.

Data

You are responsible for creation, storage, and backup of your business records. The Terms of Use and any registration for or subsequent use of this Site will not be construed as creating any responsibility on BRAiNLance's part to store, backup, retain, or grant access to any information or data for any period.

WARRANTY DISCLAIMER

THE SERVICES PROVIDED BY BRAiNLance OR ANY OF OUR LICENSORS OR BRAiNS 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 NON-INFRINGEMENT, 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 LIMITATIONS ON HOW LONG AN IMPLIED WARRANTY LASTS, SO SOME OF THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU.

LIMITATION OF LIABILITY

IN NO EVENT SHALL WE OR OUR LICENSORS OR BRAiNS BE LIABLE TO YOU OR ANY OTHER MEMBER FOR ANY SPECIAL, INDIRECT, CONSEQUENTIAL, INCIDENTAL OR PUNITIVE DAMAGES PURSUANT TO THIS AGREEMENT, INCLUDING BUT NOT LIMITED TO, LOSS OF PROFITS, LOSS OF BUSINESS OPPORTUNITIES OR LOSS OF GOODWILL, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

NOTWITHSTANDING ANY OTHER PROVISION OF THIS AGREEMENT, IN NO EVENT WILL OUR LIABILITY TO YOU FOR ANY ACTION OR CLAIM RELATED TO THE SERVICES PROVIDED UNDER THIS AGREEMENT, WHETHER BASED ON CONTRACT, TORT, NEGLIGENCE OR ANY OTHER THEORY OF LIABILITY, EXCEED IN THE GREATER OF: (A) $100 OR (B) THE AGGREGATE AMOUNT OF SERVICE CHARGES ACTUALLY COLLECTED BY US FROM YOU FOR THE 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 THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THIS LIMITATION AND EXCLUSION MAY NOT APPLY TO YOU.

RELEASE

If you have a dispute with another Member, you release BRAiNLance (and our parent company's 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 any law in any applicable jurisdiction, which says in meaning that: A general release does not extend to claims which the creditor does not know or suspect to exist in his/her favor at the time of executing the release, which if known by him/her must have materially affected his settlement with the debtor."

INDEMNITY

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

INTELLECTUAL PROPERTY

License and Site Access

Subject to and conditioned on compliance with the Terms of Use, BRAiNLance 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 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 BRAiNLance or the rights holder. You must not use any content of this Site on any other Web site or in a networked computer environment for any purpose except your own internal viewing. You will not attempt to reverse engineer or attempt to interfere with the operation of any part of this Site 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 BRAiNLance.

Reservation of Rights; Limited Licenses

BRAiNLance 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 BRAiNLance logo and name are trademarks of BRAiNLance, 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 the Terms of Use confers any license under any of BRAiNLance's or any third party's intellectual property rights, whether by implication or otherwise.

CUSTOMER SERVICE

If you have any questions, suggestions, reports of problems or complaints regarding any BRAiNLance Services, your use of the Site, the conduct of or purchase, sale, delivery, or payment of or for Services by or from any Member, please contact Customer Service.

NOTICES AND COMMUNICATIONS

Unless you otherwise indicate in writing to Customer Service, BRAiNLance will communicate with you by email or by posting communications on this 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 BRAiNLance sends it to the email address you have provided to BRAiNLance on this Site, or when BRAiNLance posts such communication on this 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 BRAiNLance regarding violation, dispute or complaint within two business days, BRAiNLance will have the right to terminate or suspend your Job or your Account.

All notices to BRAiNLance intended to have a legal effect concerning this Agreement must be in writing and delivered by a means evidenced by a delivery receipt, to the following address:

BRAiNLance
c/o World1NET Corporation
PO Box 851
Marblehead, MA 01945-0851
Attn: Controller

Such notices to BRAiNLance are deemed effective upon receipt.

RESOLUTION OF DISPUTES BETWEEN MEMBER AND BRAiNLance

If a dispute arises between you and BRAiNLance, our goal is to resolve such dispute quickly and cost effectively. Accordingly, you and BRAiNLance agree that we will resolve any claim or controversy at law or equity that arises between us out of this Agreement or the BRAiNLance Services (a " Claim") in accordance with this section entitled "Resolution of Disputes Between Member and BRAiNLance." Before resorting to these alternatives, you agree to first contact us directly to seek dispute assistance by going to Customer Service.

Law and Forum for Disputes

The Terms of Use are governed in all respects by the laws of the State of Massachusetts 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 BRAiNLance must be resolved by a court located in Essex County, Massachusetts, or as described in the Arbitration Option paragraph below. You hereby submit to the personal jurisdiction of the courts located within Essex County, Massachusetts for the purpose of litigating all such claims or disputes. Any cause of action you may have with respect to this Site must be commenced within 30 days after it arises, or the cause of action is barred.

Arbitration (Optional)

For any claim arising between you and BRAiNLance (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") mutually agreed upon by the parties. The ADR and the parties must comply with the following rules: (a) the arbitration will be conducted by telephone, online and/or be solely based on written submissions, the specific manner will be chosen by the party initiating the arbitration; (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 may 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 BRAiNLance," BRAiNLance will be entitled to recover attorneys' fees and costs up to $2,000, provided that BRAiNLance has notified you in accordance with the Terms of Use of the improperly filed claim, and you have failed to promptly withdraw the claim.

TERMINATION AND SUSPENSION

This Agreement shall become effective upon your acceptance or your use of the Site, and shall continue until terminated by BRAiNLance 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 Agreement at any time upon notice to the other party. In such event, (i) BRAiNLance shall continue to perform those BRAiNLance Services necessary to complete any open transaction between you and another Member; and (ii) you shall continue to be obligated to pay BRAiNLance and any BRAiNs for any Services for which you have hired such BRAiNs in order to complete any such transactions.

Any termination of an Account will automatically lead to the termination of all related Team Accounts and BRAiNLance has the right to terminate any Account and any Team Account in any case in which BRAiNLance has the right to terminate any related Team Account.

Without limiting BRAiNLance's other remedies, we may issue a warning, temporarily suspend, indefinitely suspend or terminate your Account or a Job, and refuse to provide any or all Services to you if: (a) you breach any terms and conditions of the Terms of Use or the linked policies and information incorporated herein by reference, including our written policies and procedures posted on the Site; (b) we are unable to verify or authenticate any information you provide to us; or (c) we believe in our sole discretion that your actions may cause legal liability for you, our Members or for BRAiNLance or are contrary to the interests of the Site or the BRAiNLance user community. Once temporarily suspended, indefinitely suspended or terminated, you may not continue to use the Site under the same Account, a different Account or reregister under a new Account.

Without limiting BRAiNLance's other remedies, to the extent you engage in actions or activities which circumvent the BRAiNLance Site or otherwise reduce fees owed BRAiNLance under the Terms of Use, you will pay BRAiNLance for all fees owed to BRAiNLance and reimburse BRAiNLance for all losses and costs (including any and all BRAiNLance employee time) and reasonable expenses (including attorney fees) related to investigating such breach and collecting such fees.

When your membership is terminated, 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. All Terms of Use provisions will survive termination of this Agreement.

NOTIFICATION OF BRAiNLance 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 Projects with you. You therefore agree as follows: IN THE EVENT BRAiNLance SUSPENDS OR TERMINATES YOUR REGISTRATION, BRAiNLance WILL HAVE THE RIGHT BUT NOT THE OBLIGATION TO (1) NOTIFY OTHER MEMBERS ENGAGED IN ACTIVE Projects WITH YOU TO INFORM THEM OF YOUR SUSPENDED OR TERMINATED REGISTRATION STATUS AND (2) PROVIDE THEM WITH SUMMARY REASONS FOR THE ACTION.

DISCLOSURES

BRAiNLance, a corporate subsidiary of World1NET Corporation, located in Marblehead, Massachusetts, is the owner of the electronic commercial service on this Site. Members are notified, via this Site, in advance regarding any applicable service charges.  Upon your request, you may have this Agreement sent to you by email. Please feel free to contact BRAiNLance to resolve a complaint regarding any aspect of service relating to this Site by writing to the above address, or contact us at Customer Service.

BRAiNLance
c/o World1NET Corporation
PO Box 851
Marblehead, MA 01945-0851

DEFINITION OF AGREEMENT TERMS

As used throughout the Agreement:

"Account" references the BRAiNLance Account that is opened when you register to become a Member and use the Services.

"BRAiNLance Services" references to any of the currently published services that are delivered by BRAiNLance, BRAiNLance.com or the corporate parent World1NET Corp.

"BRAiN" references a Member that offers and delivers freelance services.

"BRAiN Services" references all Projects and any other Services delivered by BRAiNs .

"BUYER" references a Member that auctions work projects and purchases BRAiN (freelance) Services.

"IQ Proof"  references a document or link to a url that provides proof of a freelancer's IQ Test result.

"Member" references a person or legal entity that registers for an Account.

"Project"  references a task or combination of tasks collectively presented as a job or work to be done.

"Scholastic Pedigree" references a formula that weighs the world ranking of the Colleges or Universities attended  by a freelancer along with their most current GPA (Grade Point Average) and their highest attained scholastic degree.

"User" references (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" references a person who is only visiting the Site, not a Member or User.

" you" references a Visitor or Member accessing the Site or using the Services on his or her own behalf; or, if the Services are used on behalf of a Member, "you" means the Member for which the 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).

GENERAL

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. BRAiNLance will not be considered to have modified or waived any of our rights or remedies under the Terms of Use unless the modification or waiver is in writing and signed by an authorized representative of BRAiNLance. No delay or omission by BRAiNLance 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. If any part of the Terms of Use is held to be unenforceable, the unenforceable part will be given effect to the greatest extent possible and the remainder will remain in full force and effect. You will not transfer, assign or delegate your rights or obligations (including your Account) under the Terms of Use to anyone without the express written permission of BRAiNLance, and any attempt to do so will be null and void. BRAiNLance may assign this Agreement in its discretion.

Except for the payment of fees to BRAiNLance, 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 the Terms of Use are included for ease of reference only and have no binding effect. The Terms of Use and all documents referenced in the Terms of Use (including the Site Policies listed and available by hyperlink below) comprise the entire agreement between you and BRAiNLance 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.

Site Policies

The Agreement hereby incorporates all terms and conditions, rules, policies, and guidelines on the Site.

The BRAiNLance Billing and Payment Service (“Payment Service”) enables BRAiNs to issue invoices and enables BUYERs to make payments for services. Every time a BUYER makes a payment through the Payment Service, BRAiNLance deducts the appropriate Service Fee and Payment Processing Fee due BRAiNLance as described on the Site. The Payment Service is intended for business use, so you agree to use the Payment Service primarily for business, and not primarily for personal, family, or household purposes.

Mandatory Use of Payment Service

As a BUYER, you agree to use the Payment Service to make all payments to a BRAiN, for a period of one year after you identify the BRAiN through the Site, whether first-time, repeat, or follow on. You also agree not to take any action directly or indirectly to circumvent the BRAiNLance Service Fee. You may opt out of the foregoing obligation for any BRAiN you identify, if you pay BRAiNLance an Opt-Out Locator Fee for such BRAiN as provided below.

As a BRAiN, you agree to use the Payment Service to receive all payments from a BUYER for a period of one year after you identify the BUYER through the Site, whether first-time, repeat, or follow-on. In addition, you acknowledge and agree that a BUYER is not obligated to pay any invoice to you unless you originated that invoice through the Payment Service. If BRAiNLance notifies you that your BUYER has paid BRAiNLance an Opt-Out Locator Fee, the foregoing obligations will not apply for your work with that BUYER.

Opt-Out Locator Fee

A BUYER and BRAiN are not required to use the Payment Service only if the BUYER pays BRAiNLance a fee in the amount of $750 (“Opt-Out Locator Fee”) for identifying the BRAiN through the Site. The BUYER may elect to pay the Opt-Out Fee at anytime. Once the BUYER pays the Opt-Out Locator Fee, the BUYER and the BRAiN may request, make, and accept payments outside the Site for any work they do together thereafter. You must contact BRAiNLance by sending an email to us at the following email address: services (at) BRAiNLance.com with the subject "Opt-Out locator Fee" for instructions on how to pay an Opt-Out Locator Fee.

If a BUYER does not use the Payment Service to make payments to a BRAiN as agreed above, and fails to pay the Opt-Out Fee, then the BUYER agrees that it is liable and will pay to BRAiNLance the greater of: (a) $750 or (b) the amount of all Service Fees that BRAiNLance would earn or would have earned, computed as described on the Site, if the BUYER and the BRAiN used the Payment Service to make and receive all payments for their work together, for a period of one year after identifying each other through the Site, whether first-time, repeat, or follow on.

Non-Circumvention of Service Fee

You agree not to engage in any action or activity meant to circumvent the Service Fee. Prohibited practices include (but are not limited to) the following:

• Placing low value or placeholder proposals, with unreasonably high final service charges.
• Suggesting or soliciting BUYERs to hire or pay, or BRAiNs to work or receive payment, outside the BRAiNLance system.
• Submitting proposals for a Job posted on the Site outside of the BRAiNLance system.
• Reporting on the Site a Job amount different than that agreed between BUYER and BRAiN.

If you are aware of a breach of the foregoing prohibitions, or any potential circumvention of BRAiNLance’s fees, please submit a confidential report to BRAiNLance by sending an email to us at the following email address: services (at) BRAiNLance.com.

Legal Relationships

When you use the Payment Service to bill for or pay service fees, BRAiNLance acts as your agent based upon your direction and your requirements to perform tasks on your behalf. BRAiNLance will hold your Account funds separate from its corporate operating accounts, and will not voluntarily make your funds available to its creditors in the event of a bankruptcy or for any other purpose. You acknowledge that: (1) BRAiNLance is not a bank and the Payment Service is a payment service rather than a banking service; and (2) BRAiNLance is not acting as a trustee or fiduciary with respect to your funds, but is acting only as an agent and custodian. (3) BRAiNLance IS NOT A BANK, AND AMOUNTS TRANSFERRED THROUGH OR STORED IN THE PAYMENT SERVICE ARE NOT INSURED DEPOSITS. In addition, your Account will not constitute an escrow. You may only create an escrow pursuant to the Escrow Instructions below.

By initiating invoices and sending payments through the Payment Service or adding funds to your Account, you appoint BRAiNLance as your agent to obtain the funds on your behalf and to transfer the funds to the recipient that you designate, subject to the terms and conditions of this Agreement. Each BRAiN must properly discharge and credit BUYERs for all payments BRAiNLance receives through the Payment Service from such BUYERs.

Payment BRAiN

BRAiNLance acts as a payment provider by creating, hosting, maintaining, and providing the Payment Service to you via the Internet. BRAiNLance does not have any control over the BRAiN Services purchased or sold with the Payment Service, nor whether a BUYER or BRAiN you are dealing with will actually complete the transaction. Nothing in the Payment Service will be deemed to constitute BRAiNLance your agent with respect to any BRAiN Services purchased and sold by Users through the Site, or expand or modify any warranty, liability or indemnity stated in the Terms of Use.

Interest

You agree that you will not receive interest or other earnings on the funds in your Account or that BRAiNLance otherwise handles as your agent. BRAiNLance may earn and retain interest on those funds, or may receive a reduction in fees or expenses charged for banking Services or other compensation in respect of any balances in Accounts.

How to Bill for Services Using the Payment Service

As a BRAiN, to request payment from a BUYER, using the Payment Service, you must follow the instructions and Payment Service links on the Site and provide the information requested. By requesting payment you authorize us to bill such BUYER and receive payments from the BUYER on your behalf in the amounts stated on the applicable Payment Service web page.

You acknowledge and agree that when you instruct BRAiNLance to request payment from a BUYER, such instruction: (1) is a representation that you have completed the applicable Services fully and satisfactorily, and (2) constitutes an irrevocable instruction to BRAiNLance to invoice and accept payment from the BUYER on your behalf. Once BRAiNLance has charged the BUYER, BRAiNLance may be subject to charge back if the BUYER's credit card company, bank, or PayPal believes the above representations have been breached. As a BRAiN, you therefore agree, as a condition of using the Payment Service, that if the BUYER's credit card company, bank, or PayPal successfully charges back any amount to BRAiNLance for any reason, you hereby agree to repay BRAiNLance for such amounts, plus reasonable attorney fees and costs of collection, and BRAiNLance reserves the right to terminate Service to you in addition to all other rights available to BRAiNLance.

How to Pay for Services Using the Payment Service

As a BUYER, to pay a BRAiN, using the Payment Service, you must follow the instructions and links on the Site and provide the information requested. You must be a Member that holds a valid credit card issued by a bank acceptable to BRAiNLance or a Member that holds a Verified PayPal account. Unless you have a balance in your Account, BRAiNLance will ask to charge your credit card, bank account, or PayPal for the necessary amount. By providing us with your credit card or bank account information, you authorize us to charge such credit card or bank account for the amounts stated on the applicable Payment Service web page.

You acknowledge and agree that when you instruct BRAiNLance to pay a BRAiN using the Payment Service, such instruction: (1) is a representation that the BRAiN has completed the applicable Services fully and satisfactorily, and (2) constitutes an irrevocable instruction to BRAiNLance to pay the BRAiN. Once BRAiNLance has paid funds to the BRAiN, BRAiNLance may not be entitled to demand return of the funds. You therefore agree, as a condition of using the Payment Service, NOT to ask your credit card company or bank to charge back any amount to BRAiNLance for any reason. In the event you do, you hereby agree to repay BRAiNLance for such amounts, plus reasonable attorney fees and costs of collection, and BRAiNLance reserves the right to terminate Service to you in addition to all other rights available to BRAiNLance.

Authorized Payments are Final

Your use of the Payment Service constitutes your agreement to pay for any amounts which you authorize us to charge against your Account and, as appropriate, your credit card, bank account, or PayPal. Such payments, once authorized, ARE FINAL.

Charge- backs

BRAiNLance reserves the right to seek reimbursement from you as a BRAiN, and you will reimburse BRAiNLance, if BRAiNLance discovers erroneous or duplicate transactions, or BRAiNLance receives a charge-back from any BUYER's credit card company, bank, or PayPal for any reason. BRAiNLance may obtain such reimbursement by charging the applicable BRAiN's Account, deducting amounts from future payments owed to the BRAiN, charging such BRAiN's credit card, or obtaining reimbursement from such BRAiN by any other lawful means. Failure to pay for reimbursements of charge- backs is cause for termination of Services.

Currency

The Payment Service operates in US Dollars and therefore BRAiNLance is not responsible for currency fluctuations that occur when billing or crediting a credit or debit card denominated in a currency other than US Dollars, nor is BRAiNLance responsible for currency fluctuations that occur when receiving or sending payment via wire transfer, check or ACH to and from your Account.

Withdrawal of Funds

To withdraw funds from your Account, you must request such funds using any of the withdrawal methods available on the Site. Any such requests shall be subject to the conditions and restrictions contained on the Site and in the Terms of Use. Notwithstanding any other provision of the Terms of Use, if BRAiNLance determines in its sole discretion that a Member has violated the conditions and restrictions of the Site or Terms of Use, BRAiNLance will have the right to refuse to process the withdrawal.

Hold on Account Funds

BRAiNLance will make funds deposited in your Account generally available for you to use or withdraw. BRAiNLance reserves the right, at its sole discretion, to place a hold on funds for BUYER payments to clear, or if BRAiNLance suspects monies may be subject to charge back or if fraud is suspected. BRAiNLance will release a hold as soon as practical.

Agreement to Pay

If, for any reason, BRAiNLance does not receive payment for any amounts that you have authorized to be paid through your use of the Payment Service or other BRAiNLance Services, you agree to pay such amount immediately upon demand by BRAiNLance. You also agree to pay any interest charges, attorney's fees and other costs of collection incurred by BRAiNLance in collecting from you the authorized but unpaid amount. In such case, BRAiNLance may, at its option, stop processing any further payments made by you and apply any amounts then held by BRAiNLance on your behalf toward any deficiencies, losses or costs that we have incurred as a result of your use of the Payment Service or other BRAiNLance Service. We may also make appropriate reports to credit reporting agencies, financial institutions, tax agencies and law enforcement authorities, and cooperate with them in any resulting investigation or prosecution.

Disputes Between BUYERs and BRAiNs

Any disputes in connection with Services provided by BRAiNs or payments made by BUYERs remain between such BUYERs and BRAiNs. By using the Payment Service, you agree to follow the Dispute Resolution Policy. You further acknowledge that BRAiNLance will not be a party to any such dispute. BRAiNLance will attempt to take the actions set forth in the Dispute Resolution Policy, but BRAiNLance will not be obligated to take any other action or refrain from taking any other action toward resolving any such dispute. BRAiNLance may, at its sole discretion, and in the case of Escrow Projects may be required to, withhold or delay payment or continue to hold amounts in Escrow or make payment or release amounts in Escrow, in the event of dispute between a BUYER and a BRAiN.

Reservation of Rights

BRAiNLance reserves the right to seek reimbursement from any BRAiN and BRAiN will reimburse BRAiNLance if BRAiNLance discovers erroneous or duplicate transactions or receives a charge-back from any BUYER's credit card company, bank, or PayPal for the amount of such BUYER's purchase from such BRAiN. BRAiNLance may obtain such reimbursement by deducting from future payments owed to such BRAiN, by reversing any credits to such BRAiN's bank account, by charging such BRAiN's credit card or by seeking reimbursement from such BRAiN by any other lawful means.

Questions

If you have any questions, suggestions or reports of problems regarding the Payment Service, please contact Customer Service.

The Escrow Instructions govern an Escrow established by BUYER and BRAiN pursuant to the Business Terms they have jointly agreed to at the Site. The “Escrow Instructions” are comprised of these general Escrow Instructions and the Terms of Use.. BUYER and BRAiN will be deemed to have executed the Escrow Instructions pursuant to the federal Electronic Signatures in Global and National Commerce Act (the E-Sign Act) (15 U.S.C. Sec. 7001, et seq.), by clicking to accept the business terms or clicking to fund Escrow at the Site, and doing so constitutes an acknowledgement that you are able to electronically receive, download, and print the Escrow Instructions. By clicking to accept an Escrow Job, BUYER has agreed automatically to the Escrow Instructions effective when BRAiN clicks to Accept the Job. By clicking to Accept the Job, BRAiN has agreed automatically to the Escrow Instructions. All references to the Escrow in these  Escrow Instructions will include the initial funding approval and any additional funding approval associated with a project.

The direct provider of the escrow services pursuant to the Escrow Instructions is Paypal, Inc. BUYER and BRAiN hereby employ, authorize, and instruct World1NET to act as Escrow Holder and Escrow Agent in connection with the Job to provide for the retention, administration, and controlled release of the escrowed funds in accordance with the Business Terms and subject to and conditioned on the Escrow Instructions. You authorize EEC to disburse to BRAiNLance amounts released from Escrow pursuant to the Escrow Instructions in payment of Service Fees payable to BRAiNLance pursuant to the Terms of Use.

Throughout these General Escrow Instructions, the terms “BRAiNLance,” “us,” and “we” are intended to mean both EEC and BRAiNLance unless the context otherwise requires.

Funding Escrow

When BUYER Submits a Funding Approval on the Site, BUYER will be deemed to have irrevocably authorized BRAiNLance to use the Payment Service to charge BUYER's Account and, as appropriate, BUYER's credit card, bank, or PayPal in the amount of the applicable Funding Approval, and deposit any amounts collected thereby into an Escrow Account for the Job. In the event BRAiNLance cannot collect such amount for any reason, BRAiNLance will have no obligation with respect to the creation or funding of the Escrow or any addition to such Escrow. Unless and until BUYER submits the initial Funding Approval with BRAiNLance, BRAiNLance will have no obligation with respect to the Escrow. OTHER THAN CHARGING BUYER'S ACCOUNT AND, AS APPROPRIATE, BUYER'S CREDIT CARD, BANK, OR PAYPAL, BRAiNLance WILL HAVE NO OBLIGATION WITH RESPECT TO THE CREATION OR FUNDING OF THE ESCROW OR ANY ADDITION TO SUCH ESCROW.

Funding Approvals are Final

BUYER's Submission of Funding Approval for an Escrow constitutes BUYER's agreement to pay the amounts BUYER authorizes BRAiNLance to charge against BUYER's Account and, as appropriate, BUYER's credit card, bank, or PayPal. Such payments, once authorized, ARE FINAL, and amounts in the Escrow will be released only pursuant to the Escrow Instructions.

Use of Funds in Escrow Account

BRAiNLance will use funds deposited in the Escrow Account only in accordance with the Escrow Instructions. BRAiNLance will not voluntarily make funds deposited in the Escrow account available to its creditors in the event of a bankruptcy or for any other purpose. These General Escrow Instructions are supplementary to the Business Terms, the Terms of Use, and to any other agreement between BUYER and BRAiN concerning the Job, as provided in 11 United States [Bankruptcy] Code, Section 365(n).

Escrow Account Deposit

BRAiNLance will deposit and maintain all funds in the Escrow Account in a bank insured by the Federal Deposit Insurance Corporation and approved to receive escrow funds under applicable laws and regulations. You agree that you will not receive interest or other earnings on the funds in the Escrow Account. BRAiNLance may earn and retain interest on those funds, or may receive a reduction in fees or expenses charged for banking services or other compensation in respect of any balances in Escrow Accounts.

Status Reports

BUYER and BRAiN may access current information regarding the status of the Escrow on the Site.

Release and Delivery of Amounts in Escrow

BRAiNLance is authorized to and will release applicable portions of the Escrow Account (each portion a "Release") to BRAiN or BUYER only pursuant to one or more Release Conditions provided below. BRAiN and BUYER authorize BRAiNLance to use the Payment Service to deliver the amount of any Release, and to withhold from BRAiN those amounts BRAiNLance is entitled to withhold pursuant to the Payment Service.

Release Conditions

As used in these General Escrow Instructions, "Release Conditions" means any of the following:

1. BUYER's or BRAiN's Approval of a Release on the Site
2. BUYER's or BRAiN's failure to timely upload to the Site Contrary Instructions pursuant to the Dispute Resolution Policy below
3. BUYER's and BRAiN's delivery of joint written instructions to BRAiNLance
4. BUYER's or BRAiN's failure to submit to binding arbitration requested by the other pursuant to the Dispute Assistance Policy
5. BUYER and BRAiN have failed to initiate arbitration for an unresolved dispute by the Limitations Date in accordance with the Dispute Assistance Policy
6. The final binding determination of an arbitrator from which appeal is not taken
7. The final binding order of a court from which appeal is not taken

Escrow Dispute Resolution Process

For any dispute arising between BUYER and BRAiN regarding an Escrow (excluding disputes involving claims for injunctive or other equitable relief) BUYER and BRAiN will pursue resolution of the dispute in accordance with the following steps:

Dispute Notice Form. If BRAiN or BUYER has requested a Release on the Site, and the other party has not approved such Release within five business days after such request was posted on the Site, then the BRAiN or BUYER that requested the Release has the right to upload to the Site a completed Dispute Notice Form as made available by contacting BRAiNLance on the Contact Us page.

Contrary Instructions. In the event BRAiN or BUYER uploads a completed Dispute Notice Form to the Site requesting a Release, the other party will have three business days to respond in a private message with contrary instructions ("Contrary Instructions") before BRAiN or BUYER can make a request to BRAiNLance for assistance. Contrary Instructions means a good faith written representation: (1) If by BUYER, that BUYER has not received all Project Milestone Deliverables required for a Release pursuant to the Business Terms, or (2) If by BRAiN, that BRAiN has delivered all Project Milestone Deliverables required for a release.

Failure to Upload Contrary Instructions. In the event BUYER or BRAiN does not upload Contrary Instructions to the Site within three business days following BRAiN's or BUYER's original upload of the Dispute Notice Form to the Site, BRAiN or BUYER will notify BRAiNLance of such failure. BRAiNLance will then notify the BUYER or BRAiN and require a response to the Dispute Notice Form. If BUYER or BRAiN does not respond to BRAiNLance within five business days of BRAiNLance's demand then BUYER and BRAiN will be deemed to have agreed to the Release sought in the Dispute Notice Form and in accordance with such Dispute Notice Form either: (1) BUYER and BRAiN will be deemed to have authorized and instructed BRAiNLance to, and BRAiNLance will, make the Release to the BRAiN or (2) BRAiN and BUYER will be deemed to have authorized BRAiNLance to, and BRAiNLance will, make the Release to the BUYER, as the case may be.

Response to Contrary Instructions. In the event BUYER or BRAiN timely uploads Contrary Instructions to the Site, BRAiN or BUYER will have the right within three business days to upload a good faith response. The BUYER and BRAiN will have the right to upload and respond, with the goal of resolving in good faith any dispute and delivering joint written instructions to BRAiNLance concerning a Release. BUYER and BRAiN will not terminate such discussion and negotiation prior to the earlier to occur or delivery of joint written instructions to BRAiNLance concerning a Release, or the date 15 business days following BRAiN's original upload of the Dispute Notice Form.

BRAiNLance Dispute Assistance. In the event BUYER and BRAiN fail to resolve any dispute through the Member Resolution process within 15 business days following BRAiN's or BUYER's original upload of the Dispute Notice Form, the BRAiN or BUYER will follow the Dispute Resolution Policy .

Failure to Arbitrate. In the event BRAiN or BUYER requests binding Arbitration (“ Requesting Party”), the other party (“Responding Party”) will have three business days following receipt of notice from the Arbitrator to submit to such Arbitration. In the event Responding Party fails to submit to such Arbitration within three business days, BRAiNLance will promptly notify Responding Party of such failure and demand that Responding Party submit to such Arbitration within three more business days. In the event Responding Party fails to submit within three business days after BRAiNLance sends such notice, then: (A) Responding Party will be deemed to have agreed to the Release sought by the Requesting Party; (B) Responding Party will be deemed to have authorized BRAiNLance to, and BRAiNLance will, make the Release sought by the Requesting Party; and (C) BRAiNLance will have the right to terminate or suspend the Responding Party’s Account.