General Terms and Conditions of KnowledgeBid.com Membership

By visiting or using the Services available from the domain and sub-domains of www.knowledgebid.com (collectively, the "Site") you agree to the following terms and conditions, including those available by hyperlink (collectively, the "Terms of Service" or "Agreement"). These Terms of Service supersede all prior terms and conditions in effect between KnowledgeBid, Inc. ("KnowledgeBid").

We suggest that you consult these Terms of Service and the linked information regularly for updates. We reserve the right to revise the Terms of Service and all linked information from time to time in our sole discretion by updating this posting or any linked information. Unless otherwise provided in such revision, the revised terms will take effect when they are posted. By becoming a Member and continuing to use the Site, you agree to be bound and to remain bound by these Terms of Service.

1. General terms used in these Terms of Service:

Incorporated Information and Polices

2. This Agreement hereby incorporates all rules, policies, and guidelines on the Site (collectively, including this Agreement, the "Site Policies"), including:

• Copyright Policy
• Billing and Payment Service Policy
• Privacy Policy
• Referral Program
• Fee Schedule

Eligibility

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

Your Account

4. To become a Member and use the services available from the Site you must register for an "Account". You will provide true, accurate and complete information as prompted by the registration form, and update such information to maintain its truth, accuracy and completeness. You agree to safeguard the Member ID and password you use to access this Site. You are responsible for any use of the Site with your Member ID and password. KnowledgeBid may suspend or terminate your Account if information you provide is not complete or accurate. Your Account (including feedback) and User ID may not be transferred or sold to another party.

Scope of Services

5. The Site delivers the following services ("Services"):

"Project Venue" - The Site is a venue where: (1) Buyers can define and source projects ("Projects") and look for and engage Service Providers directly; and (2) Service Providers can bid on Projects, look for consulting opportunities, and provide Services directly to Buyers. In providing the Project Venue, KnowledgeBid does NOT source or deliver Projects. KnowledgeBid only provides the venue for Buyers and Service Providers to find and contract with each other for Projects. See the Site Policies for further descriptions of this service.

"Transaction Services" are the billing, payment, investigation, dispute resolution, and other Services KnowledgeBid delivers through the Site, other than Project Venue Services. See also Billing and Payment Services Policy and Dispute Resolution Policy for a further description of these Services.

"KnowledgeBid Services" means any of the above Services delivered by KnowledgeBid through the Site.

"Provider Services" means all Projects and any other Services delivered by Service Providers through the Site.

Posting Information or Content

6. You agree to provide true, accurate and complete information whenever you post any information or content on the Site (including but not limited to posting a request for Services, bidding on a posted project, posting your profile and providing feedback). You agree to use good judgment when posting information, remarks or other content regarding other Users, Members, Buyers, Service Providers, KnowledgeBid or any other third party. You understand that you may be held legally responsible for damages suffered by other Users, Members, Buyers, Service Providers, KnowledgeBid or any third party as a result of legally actionable or defamatory comments, remarks or other information or content which you post to the KnowledgeBid Site. To the greatest extent possible under applicable law, KnowledgeBid disclaims all responsibility and liability for any remarks, information or other content posted or made available on its Site by any User or third party, even if such information or content is defamatory or otherwise legally actionable. KnowledgeBid is not responsible for and does not have the obligation to monitor or censor content for accuracy or reliability and may not proactively do so. KnowledgeBid reserves the right to remove or restrict access to any information, content or project posted or made available on the Site in its sole discretion, or if ordered to do so by a court, or if KnowledgeBid considers such information or content to be in violation of the Terms of Service or the Site Policies.

Prohibited Behavior

7. You agree NOT to do any of the following on the Site:

• Post any project, submit any bid or proposal, or otherwise use KnowledgeBid to transmit any content or conduct any transaction that would violate any applicable law or regulation in the U.S. and any other country.
• Post any projects that are fake, posted without the intention to award or complete the project or posted only to receive pricing information.
• Post any projects that offer commission or equity compensation.
• Post any projects that request free Services unless the Buyer is a charitable, non-profit, religious and educational organization within the meaning of Section 501(c)(3) of the Internal Revenue Code.
• Post any project, bid, proposal, deliverable or transmit any content that infringes or misappropriates a third party's intellectual property rights, license rights, the terms and conditions of use of such third party�s Web site or copyrighted materials or such third party�s rights of publicity or privacy.
• Post any project, bid, proposal, deliverable or transmit any content related to or containing any adult or sexually explicit material.
• Post projects related to bulk email or spam, including but not limited to bulk email hosting, scripts, active code, programs, proxies, lists and relay servers.
• Post advertisements, solicitations or offers of full-time employment.
• Post false or misleading information about a product, service or service request.
• Post logos, seals or slogans from third parties on the Site unless such material is provided by KnowledgeBid or a KnowledgeBid partner, or you have received express written permission from KnowledgeBid to display such third-party logo, seal or slogan.
• Post or transmit any content that is profane, vulgar, racist, offensive, threatening, harmful, abusive, unlawful, harassing, defamatory or disparaging.
• Post or transmit unprofessional or offensive comments about a User, Member, Service Provider, Buyer, KnowledgeBid or any third party.
• Post any project, submit any bid or proposal that violates, or has the potential to violate, the integrity of academic and professional applications, tests and work; for example by passing off the skills, ideas or words of another as one's own; using another's production or content without crediting the source; presenting as new and original, ideas or products derived from an existing source; presenting fabricated facts, persons or sources as real.
• Suggest or solicit another User to contact you directly in order to buy or sell Services outside of KnowledgeBid.
• Access, tamper with or use non-public or non-authorized areas of the Site. Unauthorized individuals attempting to access these areas of the Site may be subject to prosecution.
• Tamper with postings of other Users, Members or KnowledgeBid.
• Solicit or gather any User's or Member�s information available from the Site, such as other Usernames and email addresses, for any commercial or business purposes or to transmit any unsolicited advertising, junk mail, spam or chain letters.
• Do anything which would create or impose an unreasonable or disproportionately large burden or load on the Site.
• Use robots, spiders, scrapers or other automated means to access information in our Site for any purpose without express written permission from KnowledgeBid.
• Post or introduce software on the Site that: (i) is designed to disrupt, disable, harm or otherwise impede in any manner, including aesthetic disruptions or distortions, the operation of this Site or any other software, firmware, hardware, computer system or network (sometimes referred to as "viruses" or "worms"); (ii) would disable or impair this Site or any other software, firmware, hardware, computer systems or networks in any way where such disablement or impairment is caused by the elapsing of a period of time, exceeding an authorized number of copies, advancement to a particular date or other numeral (sometimes referred to as "time bombs," "time locks" or "drop dead" devices); (iii) would permit you or any other person to access this Site or any other software, firmware, hardware, computer systems or networks to cause such disablement or impairment or transmit information (sometimes referred to as "traps," "access codes," or "trap door" devices, or "spyware"); or (iv) which contains any other similar harmful, malicious or hidden procedures, routines or mechanisms which would cause such programs to cease functioning or to damage or corrupt data, storage media, programs, equipment or communications or otherwise interfere with operations.
• Post projects that violate the Terms and Conditions of Use or other policies of other websites or violate obligations that the User or other third parties may have with other companies.
• Frame or link to the Site except as permitted in writing by KnowledgeBid.
• Impersonate or misrepresent your affiliation with any person or entity.
• Repeat any action after you receive warning or request to desist from KnowledgeBid, whether or not that action is explicitly prohibited in the policies stated on the Site.
• Fail to respond to an email from KnowledgeBid regarding violation, dispute or complaint within two business days.
• Use the Site if you are not able to form legally binding contracts, are under the age of majority in the applicable local jurisdiction or are temporarily or indefinitely suspended from our Site.
• Take any action that may undermine the feedback or ratings systems (such as importing or exporting feedback information off the Site, or using feedback as an extortion mechanism).
• Copy, modify or distribute content from the Site, except for your own information and use, without the prior express written permission from KnowledgeBid.
• Select a Buyer or Service Provider on the basis of religion, sex or race.
• Violate a request by KnowledgeBid to not post Projects deemed by KnowledgeBid in its sole discretion to be contrary to the interests of the Site or the KnowledgeBid User community.
• Violate any other policies stated on the Site.

8. Violation of these rules may result in suspension or termination of your Account, in addition to all other remedies available to KnowledgeBid or other Users or Members. If you are aware of a potential violation, please contact Customer Service.

9. In order to operate the Site, KnowledgeBid must have certain rights. Consequently, when you post information, text, files, links, attachments, software or other materials to publicly visible areas of the Site, you are granting, or warranting that the owner of such Content has expressly granted to KnowledgeBid a worldwide, royalty-free, perpetual, irrevocable, fully sub-licensable, non-exclusive right to use, reproduce, modify, transmit, distribute, perform, display and delete such Content (in whole or in part) and/or to incorporate such Content in other works in any form, media or technology now known or later developed.

User Obligations

10. You agree to: (a) abide by the Terms of Service and Site Policies, and the processes and procedures described throughout the Site; (b) be financially responsible for your use of KnowledgeBid and the purchase or delivery of Services; and (c) perform your obligations and complete the transaction as specified by the terms of your project or order, your bid or proposal or your agreed business terms, whichever is more recent, unless such transaction is prohibited by law or by the Terms of Service and Site Policies.

11. Upon acceptance of a bid proposal, you agree to purchase the Services if you are a Buyer, or provide the Services if you are a Service Provider, in accordance with the terms agreed to by the parties, subject to any mutually agreed increase or decrease in project scope. If the scope of the Services to be provided increases beyond the initial scope on the date of acceptance and the billings for the project are larger than initially reported, you agree to report the higher amount through the KnowledgeBid Payment Service and understand that KnowledgeBid's project fee will increase proportionally. As a Buyer, you agree not to pay invoices unless they originate from the KnowledgeBid Payment Service. As a Buyer you also understand that you are not obligated to pay invoices unless they originate from the KnowledgeBid Payment Service. As a Service Provider, you agree to send Buyers invoices only through the KnowledgeBid Payment Service, and agree to use this system for all KnowledgeBid originated business, whether first-time, repeat or follow-on. You understand that for our purposes a Buyer is not obligated to pay invoices unless they originate through the KnowledgeBid Payment Service.

Project Guidelines

12. You agree to utilize the following project guidelines:

• Post projects with a clear scope including defining clearly any preparation work. Do not hesitate to contact Customer Service for assistance with how to best describe and post a project.
• Answer clarifying questions from Service Providers and update the project description.
• Evaluate multiple bids against criteria important to you such as a Service Provider�s work experience, education, portfolio, certifications, references, feedback from prior Buyers, location, communication style and cost.
• Accept a bid only when it has a clear statement of work, well-defined deliverables and milestones, and sets forth precise timeframes and concrete payment terms.
• After the project is completed or if the Service Provider does not complete the project, provide KnowledgeBid objective, balanced ratings and feedback about the Service Provider for the benefit of other Users.

Rating and Feedback System

13. You acknowledge and agree that the Site will contain public feedback from Users with whom you have transacted. As a User providing feedback, you assign all rights, title and interest in the feedback you provide to KnowledgeBid, including without limitation any intellectual property rights or proprietary rights of yours in such feedback. You acknowledge that feedback results for you may consist of comments and ratings left by other Users and that KnowledgeBid may calculate a composite feedback number based on these individual ratings. Service Providers agree to be rated by Buyers along several criteria, as determined by KnowledgeBid. KnowledgeBid provides its feedback and rating system as a means through which Users can express their opinions publicly, and KnowledgeBid reserves the right to but does not have an obligation to monitor or censor these opinions or investigate any remarks posted by Users for accuracy or reliability. If a User brings a posting to KnowledgeBid's attention, KnowledgeBid may at its sole discretion elect to investigate the posting for accuracy or reliability. You agree to report violations or abuses of our rating and feedback system immediately by contacting Customer Service, and agree not to take any actions that undermine the integrity of the feedback system, including but not limited to the following:

• Leaving fake feedback for yourself or another User or Member such as using a secondary Username or other KnowledgeBid members to artificially raise or lower the level of your own feedback or feedback for another User or Member.
• Feedback threats such as demanding another User or Member to perform a task by threatening to leave negative feedback or withholding deliverables or funds until another User or Member agrees to leave positive feedback or no feedback.
• Feedback solicitation such as offering to sell or buy Services in exchange for good feedback, trading feedback undeservedly or buying feedback.

14. In order to protect the integrity of the feedback system and protect Users from abuse, KnowledgeBid may remove feedback at its sole discretion, including without limitation under the following scenarios:

• Feedback or information posted seeks to elicit or solicit any User's contact information, such as other Users' email addresses, for any non-KnowledgeBid related commercial or business purposes, or to transmit any unsolicited advertising, "junk mail," "spam," or "chain letters."
• Feedback or information posted contains language that is profane, vulgar, racist or contains adult material. Insulting or inflammatory feedback is strongly discouraged and is also subject to removal in KnowledgeBid's discretion.
• Feedback or information posted is shown to have been left by any User who is in violation of KnowledgeBid's Eligibility requirements, or by or for a User who has conducted any fraudulent transaction.
• Feedback or information posted is not directly related to transactions conducted through KnowledgeBid.
• Feedback or information posted makes any reference to actions taken or purported to be taken by KnowledgeBid or any law enforcement organization.
• When KnowledgeBid is provided with a ruling or settlement agreement from a valid and certified dispute resolution service, or is provided with a court order finding that the disputed feedback is slanderous, libelous, defamatory or otherwise illegal.
• The User who left feedback provided KnowledgeBid with false contact information during the transaction period (as verified by KnowledgeBid) and cannot be contacted by KnowledgeBid.
• The User who left feedback is participating in a KnowledgeBid transaction with the intent of leaving feedback as part of a campaign to harass KnowledgeBid member(s) (as verified by KnowledgeBid).
• Negative feedback that was intended for another User only when the User responsible for the mistaken feedback contacts KnowledgeBid and places the same feedback for the appropriate User. This does not apply to feedback that was mistakenly marked negative instead of positive or vice versa, in which case the User can contact Customer Service to file a feedback review request.

Providing Services

15. If you wish to provide professional services through KnowledgeBid, you must complete the Service Provider registration process, select an appropriate membership program and agree to all of the terms and conditions set forth therein. You agree to provide true, accurate, complete information and to update such information to maintain its truthfulness, accuracy and completeness. KnowledgeBid considers the primary place from which your Services are rendered as your true and accurate location. At the beginning of your membership application, and from time to time thereafter, your Account may be subject to verification as well as editorial and feedback reviews. KnowledgeBid may suspend or terminate your Account upon the discovery that any information you provided or posted is not complete or accurate, or as a result of other violations of the Terms of Service and Site Policies.

Bid Proposal Guidelines

16. You agree to use the following bid proposal guidelines:

• Bid only on projects that you are a good fit for and you can complete within the Buyer's time frames.
• Help the Buyer clarify his or her needs and fully develop the project scope and deliverables.
• Write a specific, detailed proposal with clear scope, deliverables, milestones, success criteria and payment terms.
• Set expectations that you can meet or exceed.
• Specify payment terms that tie to the successful completion of milestones.

17. When submitting your bid proposal you agree to:

• Submit an accurate bid proposal reflecting your understanding of the scope of the project and the amount of time/effort you plan to commit in order to provide high Buyer satisfaction.
• Submit a new bid/proposal when needed to reflect any changes to price, delivery date or approach, prior to the end of the bidding period.
• Not submit unreasonably low bids or test bids. If you do not have sufficient information about the project, post a message through the "ask the Buyer" feature and request more information, indicating your assumptions regarding the project scope in your bid and making explicit that you will update the bid once you receive more information, or do not submit a bid on the project.
• Not submit proposals or bids that are made with the intent to commit fraud. Doing so will result in immediate termination of your membership and may result in additional actions against you or in liability to you.
• Not submit boilerplate, placeholder or generic bids.
• Not offer your Services in exchange solely for good feedback or for free.
• Respond promptly, within one business day, to private messages from the Buyer or any inquiry from Customer Service.

Violation of these guidelines may result in suspension of your Account. If you are aware of a potential violation, please contact Customer Service.

Project Fulfillment Guidelines

18. You agree to use the following project fulfillment guidelines:

• Once you have been awarded a project, use KnowledgeBid to manage the project and the KnowledgeBid Secure Conference Platform and Message System ("SCPMS") to maintain an electronic record of all communications between you and the Buyer. In the event of a dispute, all written communication on KnowledgeBid, including project posts, proposals and bids, business terms, and SCPMS communications will serve as the statement of record.
• If you are unable to complete the project, alert Customer Service so that KnowledgeBid is aware of the situation and can offer assistance to the Buyer.
• Respond promptly, within 1 business day, to all project-related communication, whether from the Buyer or from KnowledgeBid.
• Utilize KnowledgeBid's Payment Service to maintain the privacy of your personal financial Account details; leverage KnowledgeBid anti-fraud measures; maintain a record of all invoices and payments; and maintain a record of the project, feedback and transaction amount in your profile.
• Ask that Buyers leave feedback on the KnowledgeBid rating system after the work is completed and report any rating system violation by contacting Customer Service.
• After the project is completed, leave objective, balanced ratings and feedback of your experience with the Buyer.

Violation of these guidelines may result in suspension of your Account. If you are aware of a potential violation, please contact Customer Service.

Fees

19. You agree to pay all fees applicable to your use of the KnowledgeBid Services, and you agree not to circumvent KnowledgeBid's fee structure, all in accordance with the Site Policies and the Billing and Payment Services Policy, as applicable.

Service Provider Fees

20. Project Fees. KnowledgeBid charges Service Providers a project fee that is a percentage of the total amount a Buyer is invoiced for your Services, as specified on the Fee Schedule. Under all circumstances, a minimum project fee, as specified on the Fee Schedule, shall apply. The project fee is charged when an invoice is sent by KnowledgeBid through the KnowledgeBid system to a Buyer for Services rendered or to be rendered by a Service Provider. For administrative reasons, invoices and associated project fees are treated individually even if they are part of the same project. KnowledgeBid reserves the right to change the method of calculating its project fees at any time. However, KnowledgeBid will always apply changes to project fees only to projects accepted after notification of the change.

Period of Exclusivity

21. IF YOU ARE A SERVICE PROVIDER, YOU AGREE THAT FOR A PERIOD OF ONE YEAR AFTER ACCEPTANCE OF A BID PROPOSAL, IF YOU PROPOSE, BID OR PROVIDE ANY SERVICES TO THE SAME BUYER YOU WILL DO SO EXCLUSIVELY ON THE SITE, WHETHER SUCH SERVICES ARE THE SAME PROJECT, A FOLLOW-UP PROJECT, OR NEW UNRELATED SERVICES.

Circumvention of Project Fees

22. You agree not to engage in any action or activity intended to circumvent the project fees. Prohibited practices include (but are not limited to) the following:

• Suggesting or soliciting Buyers to hire you outside the KnowledgeBid system.
• Submitting bids or proposals for a project posted on the Site outside of the KnowledgeBid system.
• Reporting on the Site a project amount different than that agreed between Buyer and Service Provider.

Audit Provisions and Record Keeping

23. For a period of one year after engaging each project, you agree to keep and maintain complete and accurate records related to the Services provided on KnowledgeBid, including the service description, the bid and payment terms, and information on all repeat or follow-on Services performed for each Buyer originated on KnowledgeBid. In the event of questions regarding Services rendered, work performed or fees due to KnowledgeBid, upon 30 days written notice and request from KnowledgeBid, you agree to provide copies of these records and other relevant documentation.

Legal Relationship

24. Contracts Between Service Providers and Buyers. By registering as a Member, you acknowledge and agree that you contract directly with other Members of the Site to buy or sell Provider Services. KnowledgeBid is not a party to any contract for any purchase and sale of Provider Services on the Site, including without limitation Projects. All rights and obligations for the purchase and sale of any Project Services, including without limitation the purchase and sale of Projects, are solely between Service Providers and Buyers. Each Member is solely responsible for the enforcement and performance of its rights and obligations for the purchase and sale of Provider Services, including without limitation Projects and KnowledgeBid shall have no responsibility or liability for the quality of the services or goods provided, or for the performance of any obligations between Buyers or Providers.

25. Without limiting the foregoing, the Site functions only as a venue to connect Service Providers with Buyers in a virtual marketplace. KnowledgeBid is not involved in the contracting between Service Providers and Buyers, or in the Service Providers' delivery of services to Buyers. We have no control over and do not guarantee the quality or safety of Services advertised or that the Services comply with applicable law, the truth or accuracy of listings, the qualifications, background, or abilities of Site Members, the ability of Service Providers to deliver Services, the ability of Buyers to pay for Services, or that a Service Provider or Buyer will actually complete a transaction. Each Service Provider and Buyer must look solely to the other for enforcement and performance of all the rights and obligations pursuant to the transactions it entered into with the other on the Site, and any other terms, conditions, representations, or warranties associated with such dealings.

26. Upon acceptance of a bid, Buyer agrees to purchase the Services and Service Provider agrees to provide the Services according to the terms of the final bid or other terms agreed to by the parties.

Taxes, Reporting and Legal Responsibilities

27. Each Member is solely responsible for satisfying all income tax, 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.

Third Party Content, Verification and Monitoring

28. KnowledgeBid makes available to Members on the Site various Services provided by third parties ("Verification Service Providers") to verify a Member's identity or credentials. KnowledgeBid has no editorial control over such content. KnowledgeBid is not responsible for and reserves the right but does not have the obligation to monitor such content for accuracy or reliability. Any opinions, advice, statements, Services, offers or other information or content expressed or made available by third parties, including information providers, Members and Verification Service Providers, are those of the respective author(s) or distributor(s) and not of KnowledgeBid. KnowledgeBid 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 KnowledgeBid employees acting in their official capacities. KnowledgeBid does not confirm or verify if a Service Provider 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

29. The Site may contain links to other Web sites or resources. You acknowledge and agree that KnowledgeBid is not responsible or liable for: (i) the availability or accuracy of such Sites or resources; or (ii) the content, advertising, or products on or available from such Sites or resources. The inclusion of any link on the Site does not imply that we endorse the linked Site. You use the links at your own risk.

No Agency

30. The Terms of Service 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 KnowledgeBid, except and solely to the extent expressly stated.

Access and Interference

31. 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, modify, create derivative works from, distribute, or publicly display any content (other than content you have submitted to the Site) from the Site without the prior express written permission of KnowledgeBid and the appropriate third party, as applicable; (c) interfere or attempt to interfere with the proper working 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.

WARRANTY DISCLAIMER

32. THE SERVICES PROVIDED HEREUNDER ARE PROVIDED "AS IS," AS AVAILABLE, AND WITHOUT ANY WARRANTIES OR CONDITIONS (EXPRESS OR IMPLIED, ARISING BY STATUTE OR OTHERWISE IN LAW OR FROM A COURSE OF DEALING OR USAGE OR TRADE). WITHOUT LIMITING THE FOREGOING, KNOWLEDGEBID MAKES NO REPRESENTATIONS OR WARRANTIES, OF ANY KIND, WHETHER EXPRESS, IMPLIED, OR STATUTORY, 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, OR AS TO THE SERVICES, INCLUDING WITHOUT LIMITATION ANY WARRANTIES OF TITLE, NON-INFRINGEMENT, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. 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

33. TO THE GREATEST EXTENT ENFORCEABLE BY APPLICABLE LAW, IN NO EVENT SHALL KNOWLEDGEBID BE LIABLE TO YOU OR ANY OTHER MEMBER FOR ANY LOSS OF PROFITS, LOSS OF BUSINESS OPPORTUNITIES, EQUIPMENT DOWNTIME, LOSS OF DATA, OR LOSS OF GOODWILL, OR FOR ANY SPECIAL, INDIRECT, CONSEQUENTIAL OR INCIDENTAL DAMAGES OF ANY KIND RELATED TO THIS AGREEMENT OR TO KNOWLEDGEBID'S SERVICES HEREUNDER OR TO YOUR USE OF ANY SERVICES VIA THE KNOWLEDGEBID SITE OR SERVICES PURSUANT TO THIS AGREEMENT, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

34. TO THE GREATEST EXTENT ENFORCEABLE BY APPLICABLE LAW, NOTWITHSTANDING ANY OTHER PROVISION OF THIS AGREEMENT, IN NO EVENT WILL KNOWLEDGEBID'S LIABILITY TO YOU FOR ANY ACTION OR CLAIM RELATED TO THE SERVICES PROVIDED UNDER THIS AGREEMENT, WHETHER BASED ON CONTRACT, TORT, NEGLIGENCE OR ANY OTHER THEORY OF LIABILITY, EXCEED THE GREATER OF: (A) $1000 OR (B) THE AGGREGATE AMOUNT OF SERVICE CHARGES ACTUALLY PAYABLE TO KNOWLEDGEBID FROM OR TO YOU FOR THE SERVICES TO WHICH THE LIABILITY RELATES DURING THE SIX (6) MONTH PERIOD IMMEDIATELY PRECEDING THE JUDGMENT OF SUCH LIABILITY.

35. 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

36. If you have a dispute with another Member, you agree to release KnowledgeBid (and our officers, directors, agents, representatives, subsidiaries, partners, 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."

Indemnity

37. You agree to hold KnowledgeBid harmless and indemnify KnowledgeBid from and against any and all liabilities, losses, costs, damages, or expenses, including without limitation reasonable attorneys' fees, incurred by KnowledgeBid relating to any cause of action, claim, suit, demand, action or proceeding brought by a third party against KnowledgeBid: (a) in connection with your use of or provision of the Services, including without limitation any payment obligations incurred through use of the Services; (b) for any alleged infringement, misappropriation, or violation of any patent, copyright, trademark, trade secret, trade dress or other intellectual property or proprietary right by you of any third party, or (c) resulting from: (i) your use of the Site (unless the cause of action is based solely on a claim that a service provided by KnowledgeBid is the source of the claim regardless of the nature of your use of such service), (ii) your decision to supply credit information via the Site, including without limitation 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 you; (viii) any act or omission of yours with respect to the payment of fees to any Service Provider; (ix) your dispute of or failure to pay any invoice or any other payment; and/or (x) your obligations to a Service Provider. We reserve the right to report any wrongdoing of which we become aware to the applicable government agencies or otherwise.

Intellectual Property

38. License and Site Access. Subject to and conditioned on compliance with the Terms of Service, KnowledgeBid grants you a non-exclusive, non-transferable, non-assignable, limited license, without right to sublicense, to access and, if you are a Member, to use this Site internally solely for the purpose of ordering and receiving the Services available and authorized from this Site and for processing payments for services purchased via 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 the prior written consent of KnowledgeBid 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 KnowledgeBid.

39. Reservation of Rights; Limited Licenses. KnowledgeBid and its licensors retain all of their right, title and interest in and to all patent rights, inventions, copyrights, know-how, trade secrets, proprietary or confidential information, and other intellectual property relating to the Site. The KnowledgeBid logo and name are trademarks of KnowledgeBid, 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 Service confers any license or other rights under any of KnowledgeBid's or any third party's intellectual property rights, whether by estoppel, implication or otherwise.

Copyright Policy

40. Removal of Material for Which Copyright Infringement is Claimed. Pursuant to 17 USC � 512 as amended by Title II of the Digital Millennium Copyright Act, KnowledgeBid has implemented procedures for receiving written notification of claimed infringements and for processing such claims in accordance with the Act. If you believe your copyrights are being infringed by a user of the Services available at the domain and sub-domains of www.knowledgebid.com, fill out a Notice of Infringement form and fax it to KnowledgeBid Copyright Infringement Notices at 312-276-8757 or mail it to KnowledgeBid's copyright agent, whose address is provided at the end of this section.

41. The information requested by the Notice of Infringement form substantively complies with the safe harbor provisions of the Digital Millennium Copyright Act, 17 USC. � 512(c)(3)(A), which provides:

To be effective under this subsection, a notification of claimed infringement must be a written communication provided to the designated agent of a service provider that includes substantially the following:

• 1. A physical or electronic signature of a person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.
• 2. Identification of the copyrighted work claimed to have been infringed, or, if multiple copyrighted works at a single online Site are covered by a single notification, a representative list of such works at that Site.
• 3. Identification of the material that is claimed to be infringing or to be the subject of infringing activity and that is to be removed or access to which is to be disabled, and information reasonably sufficient to permit the service provider to locate the material.
• 4. Information reasonably sufficient to permit the service provider to contact the complaining party such as an address, telephone number, and if available, an electronic mail address at which the complaining party may be contacted.
• 5. A statement that the complaining party has a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent or the law.
• 6. A statement that the information in the notification is accurate, and under penalty of perjury, that the complaining party is authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.

42. Notification from a copyright owner or from a person authorized to act on behalf of the copyright owner that fails to comply substantially with the provisions above shall not be considered as providing actual knowledge or an awareness of facts or circumstances from which infringing activity is apparent.

43. KnowledgeBid will remove and discontinue service to individuals who repeatedly post infringing material. The address of KnowledgeBid's Designated Agent to Receive Notification of Claimed Infringement ("Designated Agent") is as follows:

Mark Tung
Latham & Watkins LLP
140 Scott Drive
Menlo Park, CA 94025
(650) 328-4600
(650) 463-2600 fax
copyrights@knowledgebid.com

Billing and Payment Service Policy

44. Business Use. In addition to the Eligibility requirements described in the Terms of Service, KnowledgeBid's mandatory Billing and Payment Service (the "Payment Service") is intended for business use. You must establish an Account (as defined below) primarily for business, and not primarily for personal, family, or household purposes.

45. To pay for Services using the Payment Service, you must be a Member that holds a valid credit card issued by a bank acceptable to KnowledgeBid. Any Member of KnowledgeBid is eligible to receive payments using the Payment Service.

46. KnowledgeBid provides the Payment Service and requires you to use it to make all payments to KnowledgeBid and make payments to and accept payments from other Members in the purchase and sale of Services through the Site.

47. You acknowledge that: (1) KnowledgeBid is not a bank and the Payment Service is a payment processing service rather than a banking service; and (2) KnowledgeBid is not acting as a trustee or fiduciary with respect to your funds. (3) KNOWLEDGEBID IS NOT A BANK, AND AMOUNTS TRANSFERRED THROUGH THE PAYMENT SERVICE ARE NOT INSURED DEPOSITS. In addition, your Account will not constitute an escrow.

48. Legal Relationship. By initiating and sending payments through the payment Service, you appoint KnowledgeBid as your agent to obtain the funds on your behalf and to transfer the funds to the intended recipient, subject to the terms and conditions of this Agreement.

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

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

51. How to Pay for Services Using the Payment Service. To pay a Service Provider, you must use the Payment Service and you must follow the instructions and Payment Service links on the Site and provide the information requested. KnowledgeBid will ask to charge your credit card for the necessary amount. By providing us with your credit card information, you authorize us to charge such credit card for the amounts stated on the applicable Payment Service Web page.

52. No return of funds. Once KnowledgeBid has paid funds to the Service Provider, KnowledgeBid 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 to charge back any amount to KnowledgeBid for any reason. In the event you do, you hereby agree to repay KnowledgeBid for such amounts, plus reasonable attorney fees and costs of collection, and KnowledgeBid reserves the right to terminate Service to you in addition to all other rights available to KnowledgeBid.

53. 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. Such payments, once authorized, ARE FINAL.

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

55. Currency. The Payment Service operates in US Dollars and therefore KnowledgeBid 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 KnowledgeBid responsible for currency fluctuations that occur when receiving or sending payment via wire transfer, check or ACH to and from your Account.

56. Withdrawal of Funds. To withdraw funds from your Account, you must request such funds using any of the withdrawal methods available on the Payment Service Web pages. Any such requests shall be subject to the conditions and restrictions contained in this Billing and Payment Service Policy and in the Terms of Service. Notwithstanding any other provision of this Billing and Payment Service Policy, if we determine in our sole discretion that a Member has violated this Billing and Payment Service Policy or the Terms of Service, we may refuse to process the withdrawal.

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

58. Agreement to Pay. If, for any reason, KnowledgeBid does not receive payment for any amounts that you have authorized to be paid through your use of the Payment Service or other KnowledgeBid Services, you agree to pay such amount immediately upon demand by KnowledgeBid. You also agree to pay any interest charges, attorneys' fees and other costs of collection incurred by KnowledgeBid in collecting from you the authorized but unpaid amount. In such case, KnowledgeBid may, at its option, stop processing any further payments made by you and apply any amounts then held by KnowledgeBid 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 KnowledgeBid 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.

59. Reservation of Rights. KnowledgeBid reserves the right to seek reimbursement from any Service Provider and the Service Provider agrees to reimburse KnowledgeBid if KnowledgeBid discovers erroneous or duplicate transactions or receives a charge-back from any Buyer's credit card issuer for the amount of such Buyer's purchase from such Service Provider. KnowledgeBid may obtain such reimbursement by deducting from future payments owed to such Service Provider, by reversing any credits to such Service Provider's bank Account, by charging such Service Provider's credit card or by seeking reimbursement from such Service Provider by any other lawful means.

Privacy Policy

60. Our privacy policy is incorporated by reference. Please view our Privacy Policy at http://www.knowledgebid.com/privacy-policy.

Referral Program

61. Referral Program Terms. KnowledgeBid will provide each Member ("Referral Participant") with a referral identifier ("RID") upon acceptance of registration with KnowledgeBid. KnowledgeBid will pay the Referral Participant the specified referral fee upon completion of any Eligible Registration or Eligible Transaction, as such terms are defined below. "Eligible Registration" occurs when a Username identified with a Referral Participant's RID successfully completes KnowledgeBid's registration process and KnowledgeBid in its sole discretion accepts such registration. Registrations that: (1) are not in good faith or (2) involve a registrant that has previously registered with KnowledgeBid at any time are NOT Eligible Registrations. "Eligible Transaction" means a bona fide transaction where: (1) a Buyer who has posted a request for Services accepts a winning bid ("Project") for $100 or greater; (2) the entire purchase transaction occurs via the Site; (3) the Provider completed an Eligible Registration within 90 days prior to posting the Project; and (4) the Buyer pays for the Project through the KnowledgeBid Payment Service. The following transactions are NOT Eligible Transactions: (1) any transactions that do not arise from or are not connected with the Referral Participant's RID; (2) any transactions that involve a Provider who previously sold Services through KnowledgeBid; (3) any transactions that arise in connection with a pre-existing relationship between a Buyer and a Service Provider; (4) any transactions that arise in connection with a User's purchase of Services for User's own use or for resale or commercial use of any kind, including but not limited to, orders for customers or on behalf of customers or orders for Services to be used by the User or User's friends, relatives or associates in any manner; and (5) any transactions which are not a bona fide arms length transaction for the purchase of Services. Site Users will be identified and linked to a Referral Participant's RID if they have clicked to the Site via a link tagged with that Referral Participant's RID. The Referral Participant is solely responsible for ensuring that links to KnowledgeBid are correctly tagged with the RID KnowledgeBid has provided to that Referral Participant.

62. Referral Fees and Payment. We will pay a Referral Participant a Transaction Referral Fee (as specified on the Fee Schedule) for each Eligible Transaction. KnowledgeBid will track admEligible Transactions and will make available to you reports summarizing such activity. The form, content and frequency of the reports may vary from time to time in KnowledgeBid's sole discretion. Except as otherwise provided, KnowledgeBid shall pay you Referral Fees that are owed, less any taxes or other amounts that KnowledgeBid is required by law to withhold, within 30 days of each Eligible Registration and immediately upon payment of each Eligible Transaction. Payments shall be made directly into your KnowledgeBid Account. All amounts specified in this Agreement shall be paid in US dollars. KnowledgeBid reserves the right to investigate any suspicious, unprofessional or inappropriate registration or transactional activity. KnowledgeBid also reserves the right to delay payment of any Referral Fees, at its sole discretion, while it conducts an investigation of such activity. If KnowledgeBid, in its sole discretion, concludes that a particular registration or transaction was deceptive and/or did not qualify as an Eligible Registration or Eligible Transaction, respectively, you agree that KnowledgeBid will not be obligated to pay any Referral Fees for such registration or transaction. If a service or registration upon which you have already been paid a Referral Fee is later charged back, cancelled within 30 days, breached, repudiated or rejected by a Buyer or Service Provider after payment and KnowledgeBid is forced to remit fees, an amount equal to the Referral Fee for such service or registration shall be deducted from your Account.

Notices and Communications

63. Unless you otherwise indicate in writing to Customer Service, KnowledgeBid 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 KnowledgeBid sends it to the email address you have provided to KnowledgeBid on this Site. You must keep your email address updated on this Site, and you must regularly check this Site for postings.

64. All notices to KnowledgeBid 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:

Alternatively, e-mails sent to notice@knowledgebid.com constitute valid legal notice.

All such notices to KnowledgeBid are deemed effective upon receipt.

Customer Service

65. If you need assistance or have any questions, suggestions, reports of problems or complaints regarding any KnowledgeBid Services, your use of the Site, the conduct of or purchase, sale, delivery, or payment of or for Services by or from any Member, or wish to report a violation of Site Policies, please contact KnowledgeBid Customer Service as follows:

Resolution of Disputes Between Member and KnowledgeBid

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

67. Law and Forum for Disputes. The Terms of Service are 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 KnowledgeBid 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 personal jurisdiction of the courts located within Santa Clara County, California 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.

68. Arbitration Option. For any claim arising between you and KnowledgeBid (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. Such an election binds the other party to pursue a resolution through 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 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.

69. Improperly Filed Claims. Should you file a claim contrary to this section entitled "Resolution of Disputes Between Member and KnowledgeBid," KnowledgeBid will be entitled to recover attorneys' fees and costs up to $2,000, provided that KnowledgeBid has notified you in accordance with the Terms of Service of the improperly filed claim, and you have failed to promptly withdraw the claim.

70. How to Avoid Disputes. Disputes often arise due to miscommunication and can often be resolved amicably between the parties. KnowledgeBid recommends following the Project Guidelines and Project Fulfillment Guidelines outlined above to avoid disputes. In general, be clear about your expectations. Do not leave anything to assumptions.

71. In the event that you do encounter a dispute, we ask that you follow these steps:

• If you cannot come to an agreement regarding how to resolve your dispute with the other User, KnowledgeBid will assist you in mediating your dispute through attempts to contact both parties, provided you adhered to the Site Rules and followed the guidelines herein.
• If KnowledgeBid's involvement still does not resolve the dispute, KnowledgeBid will ask that you involve an outside mediator or use a certified dispute resolution service to help you reach an agreement. If there is a signed settlement reached between you and the other party and there are actions needed on KnowledgeBid's part, send an email to KnowledgeBid with the case identification information, the name of the mediator, both parties' KnowledgeBid Usernames and the name of the project. KnowledgeBid will then verify the settlement agreement with the mediator.
• If the other party does not respond to your private message board postings, contact Customer Service and provide complete details about the project and the dispute, including your Username, the Username of the other party and the project name. KnowledgeBid will attempt to contact the other party to try to re-establish lines of communication and reach a quick resolution. As stated above, post your request to the other party on the private message board to allow KnowledgeBid to review the other party's response. Any agreements made via email/instant messages, must be posted as text or attachments onto the private message board to allow KnowledgeBid to review the other party's response.
• If you are involved in a dispute involving feedback, please refer to the Rating and Feedback System section in the Site Policies to find out in what circumstances KnowledgeBid will consider removing feedback.

Termination

72. This Terms of Service Agreement shall become effective upon your acceptance or your use of the Site, and shall continue until terminated by KnowledgeBid or you as provided for under the terms of these Terms of Use.

73. Unless otherwise agreed to in writing between the parties, either party may terminate the Agreement at any time and for any reason upon written notice to the other party. In such event, (i) KnowledgeBid shall continue to perform those KnowledgeBid Services necessary to complete any open transaction between you and another Member; and (ii) you shall continue to be obligated to pay KnowledgeBid and any Service Providers for any Services for which you have engaged from KnowledgeBid or such Service Providers in order to complete any such transactions.

74. Without limiting KnowledgeBid's other remedies, we may issue a warning, temporarily suspend, indefinitely suspend or terminate your registration or a Project, and refuse to provide any or all Services to you if: (a) you breach any terms and conditions of the Terms of Service 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 KnowledgeBid or are contrary to the interests of the Site or the KnowledgeBid 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.

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

76. When your membership is terminated, except as expressly set forth above to complete existing transactions, 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 bids. The provisions entitled "Warranty Disclaimer," "Limitation of Liability," "Release," "Indemnity," "Intellectual Property," "Notices and Communications," "Resolution of Disputes between Member and KnowledgeBid," "General," "Audit Provisions and Maintaining Records" and "Billing and Payment Services" will survive termination of this Agreement.

Disclosures

77. KnowledgeBid, located in Chicago, IL, 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 1-800-952-5210 for callers in California, and 1-916-445-1254 for callers outside California. The Consumer Protection Division in Illinois may be contacted at:

78. Upon your request, you may have this Agreement sent to you by email. Please feel free to contact KnowledgeBid 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.

General

79. 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. KnowledgeBid will not be considered to have modified or waived any of its rights or remedies under the Terms of Service unless the modification or waiver is in writing and signed by an authorized representative of KnowledgeBid. No delay or omission by KnowledgeBid 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 Service 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 Service to anyone without the express written permission of KnowledgeBid, and any attempt to do so will be null and void. KnowledgeBid may assign this Agreement in its sole discretion.

80. Except for the payment of fees to KnowledgeBid, 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.

81. The boldface paragraph headings in the Terms of Service are included for ease of reference only and have no binding effect. The Terms of Service and all documents referenced in the Terms of Service comprise the entire agreement between you and KnowledgeBid 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.

Fee Schedule

Project Fee 20% of total amount a Buyer is invoiced for Services

Transaction Referral Fee 10% of total amount Buyer is invoiced for Services

Last Updated: September 13, 2007