When you ("You" or "User") use this Internet web site (or any co-branded versions of this web site) ("Site"), You agree to the following terms and conditions (the "Use Agreement").
Emerio (or "We") may revise these terms from time to time, at our sole discretion, by updating this posting. Unless otherwise provided below, the revised terms will take effect when they are posted.

BY CONTINUING TO USE THE SITE, YOU ARE INDICATING YOUR AGREEMENT TO THE TERMS OF THIS USE AGREEMENT AND ALL REVISIONS THEREOF.

This Site is for Adults Only
Our services are available only to individuals who can form legally binding contracts under applicable law. You may use this site and the services available here during the time You are a registered user.

The Site is Evolving
We may modify or discontinue this Site and the services available at it without notice or liability to You.

Emerio is a Business Facilitator
The Site functions as a venue to connect buyers and service providers in a virtual marketplace. As a neutral facilitator, Emerio is not directly involved in the actual transactions between users of the Site. As a result, Emerio has no control over the truth, accuracy, quality, legality, or safety of postings made by users. Because verifying the identity of a user on the Internet is difficult, Emerio cannot and does not confirm the identity of users. Emerio also does not confirm nor verify the qualifications, background, or abilities of users. Therefore, We recommend that You be careful and exercise common sense and good judgment when dealing with any User on the Site. Because Emerio assists service providers in finding buyers in need of services, Emerio is considered the official finder for each project accepted through the site and its associated buyer and charges a transaction fee. Emerio service providers and buyers are responsible for meeting payroll, tax and legal requirements for any legal entity.

Emerio does not guarantee leads or projects.

Your Relationship with Merchants, Advertisers, and Users
Your correspondence with merchants, advertisers, or users on the Site, including the development and delivery of related goods or services, and any other terms, conditions, warranties or representations associated with such dealings, are solely between You and such merchant, advertiser, or user. You agree not to hold Emerio liable for any loss or damage of any sort incurred as the result of any such dealings or as the result of the presence of such merchants, advertisers, or users on the Site.
Emerio Select, Emerio Basic, and User Rights

The Site has two components: the Basic Marketplace, "Emerio Basic," and the Select Marketplace, "Emerio Select." This Use Agreement applies equally to each component, unless clearly designated. Emerio Select contains Select projects and Select service providers, all of which are denoted by the "Select" icon and other identifying characteristics. Only Select service providers are allowed to bid on projects posted in Emerio Select and post comments to the public project message boards in Emerio Select. (See the section entitled "Select Service Provider Requirements" for the requirements to become a Select service provider.) Basic providers and Select providers may bid on projects in the Basic Marketplace, post comments to the Basic marketplace project message boards and post comments in Emerio's Community Boards. (Basic and Select providers have agreed to this Use Agreement and agree to pay all relevant fees.) Limited Users (users who register on the site but do not pay any fees) cannot bid on projects.

Third Party Content, Verification and Monitoring
Emerio may make available to users on the Site various services provided by third parties ("Verification Service Providers") which verify a User's identity or credentials. Use of the services provided by Verification Service Providers in the Basic Marketplace is voluntary. To become a Select service provider, users must be authenticated by the applicable Verification Service Provider. See the section entitled "Select Service Provider Requirements" for details.
Emerio is a distributor (and not a publisher) of content supplied by any third parties (including but not limited to Verification Service Providers) and users of this Site. Emerio has no editorial control over such content. Any opinions, advice, statements, services, offers, or other information or content expressed or made available by third parties, including information providers, users and Verification Service Providers, are those of the respective author(s) or distributor(s) and not of Emerio. Emerio 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 Emerio employees acting in their official capacities. Emerio 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. You understand and acknowledge that Emerio is not responsible for and does not monitor content for accuracy or reliability.

Emerio Subscription Fees
Emerio charges subscription fees to be a service provider. Subscription may be paid monthly, quarterly or annually, with discounts given for quarterly and annual subscriptions in exchange for up-front payment and commitment to the full payment plan. Payments may be made via credit card or the User's Stored Value Account if the user has agreed to the Payment and Billing Service Terms of Use Agreement, incorporated below. The billing period begins on the date that Emerio receives the User's Payment to become a Select or Basic provider and monthly, quarterly and annual periods are calculated from the beginning of that billing period.

Automatic Renewal
Monthly, quarterly and annual subscription fees are automatically renewed, unless cancelled by User. If a User pays by credit card, Emerio will automatically charge the monthly, quarterly or annual fee to the User's supplied credit card and You authorize Us to charge such credit card for the appropriate subscription fees and amounts stated. If the User pays via the Stored Value Account, Emerio will deduct the appropriate subscription fee from the User's Stored Value Account each month, quarter or each year, whichever is applicable. Emerio reserves the right to increase subscription fees or to institute new fees at any time, upon reasonable notice posted in advance on this Site. The renewal charges will be the same as the regular subscription fees as described above, unless otherwise notified in advance. Users may upgrade from Basic provider to Select provider status at any time and the unused portion of Basic subscription fee will be credited toward the Select fees. The billing cycle is then based upon the date Emerio receives payment of the Select fees. Users changing to quarterly or annual subscriptions will have their new rates take effect at the beginning of the next billing date. Adding additional Select bundles or categories will result in a new billing date effective upon the date of payment of the additional fees and, if applicable, will result in a credit of the unused portion of the existing Select bundle or category.

Downgrades to a shorter payment plan or cancellation of any subscription will not result in any refund or credit of fees already paid. Select and Basic subscription fees, whether paid monthly, quarterly and annually, are charged up-front and no refunds or credits will be given upon cancellation. The cancellation of a subscription will go into effect at the end of your current billing cycle. Additional fees may apply if you decide to resubscribe at a later date.
Emerio "Bid" Fees

A monthly allotment of free bids is included with each subscription. This monthly allotment starts on the same day of the subscription Eastern Standard Time, and renews every 30 days. Unused bids are forfeited at the end of the 30-day period and will not be carried over into the next month. Service providers will be charged a bid fee for bids in excess of this monthly allotment. Bid fees are based on the category and tier of the project on which the bid is placed. These bid fees will be due at the end of each 30 day period or upon a service provider reaching a maximum credit limit as determined by Emerio and outlined on the site. The invoice will need to be paid before a service provider can continue bidding on projects. Payments may be made via credit card or the User's Stored Value Account if the user has agreed to the Payment and Billing Service Terms of Use Agreement, incorporated below. Emerio reserves the right to change the monthly allotment of free bids, change the price for bids, or institute new fees at any time, upon reasonable notice posted in advance on this Site. No refunds of fees already paid will be given.

Select Service Provider Requirements
Select service providers have agreed to the Select Professional Standards and Select Authentication Requirements as outlined on the site.

After payment of the Select provider subscription fee and before and pending approval from the Verification Service Provider, applicants will be on a grace period as a Select Provider. If the applicant fails authentication by the Verification Service Provider required by the program, the applicant will lose his or her temporary "Select" status and become a Limited User. If the failure is due to the applicant's errors or omissions, then Emerio will not refund the Select provider fees already paid. If the failure is due to an error or issues on the part of the Verification Service Provider or is otherwise not the fault of the applicant, then the user must report this problem to Emerio in a timely manner. Emerio then will refund the applicant's Select subscription fees on a pro-rata basis, from the date of removing the Select provider icon. Refunds resulting from verification failure will be determined by Emerio, at its sole discretion, on a case-by-case basis. (These criteria are subject to change. If additional requirements are added, the provider must meet them in order to retain Select provider status.)

Feedback System
As a User, you will be able to post public feedback about Users with whom you have transacted. You also agree to receive public feedback from Users with whom you have transacted. You acknowledge that your feedback may consist of comments and ratings left by other users and that Emerio 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 Emerio. Emerio provides its feedback and rating system as a means through which users can express their opinions publicly, and Emerio does not monitor or censor these opinions or investigate any remarks posted by users for accuracy or reliability. Please note that you may be held legally responsible for damages suffered by other Emerio users or third parties as a result of these remarks if a court finds that these remarks are legally actionable or defamatory. Under federal law, Emerio is not legally responsible for any feedback or comments posted or made available on its site by any users or third parties, even if that information is defamatory or otherwise legally actionable. You agree NOT to take any actions that undermine the integrity of the feedback system, including but not limited to those outlined in the Feedback Policy.

Posting of Information on the Site
As a User, You will be allowed to post information, data and text to publicly accessible and limited-access areas (including but not limited to the private "Workspace" areas and Emerio Select) of the Site. You are not allowed to post logos, seals or slogans from third parties on any part of the Site unless they are provided by Emerio or an Emerio partner, such as a Verification Service Provider, or You have sought and received express permission from Emerio to display such logo, seal or slogan. (Direct all such inquiries to Customer Service.)

In order to operate the Site, Emerio must have certain rights. Consequently, when You post information, text, files, links, attachments, software or other materials ("Content") to publicly visible areas of the Site, including Emerio Select, You are granting, or warranting that the owner of such Content has expressly granted, 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.

You must use good judgment when posting information, remarks or other Content regarding other users, service providers, Emerio or any other third party. You may be held legally responsible for damages suffered by other Users, Emerio or third parties as a result of legally actionable or defamatory comments, remarks or other information or Content which You post to the Emerio Site. Under federal law (specifically, the Communications Decency Act of 1996), Emerio is not legally responsible 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. Emerio is not responsible for and does not monitor or censor Content for accuracy or reliability. However, Emerio reserves the right to remove or restrict access to any information or Content posted or made available on its Site by its users or any third party if ordered to do so by a court or if Emerio considers such information or Content to be in violation of its Use Agreement or posted rules or policies, including information or Content We consider to be obscene, lewd, lascivious, filthy, excessively violent, harassing, illegal, overly disparaging or deprecating of Emerio or other users or otherwise objectionable.

You also agree to all Emerio policies on the release of contact information between users, as described herein and elsewhere on the Site. You are restricted from releasing your telephone number, email address, URL and other such contact information to other users of the Emerio Site until such time as You agree to make a transaction with another user. At that time, You may release your contact information to that user only.

Provide Accurate Information
You agree to provide true, accurate and complete information as prompted by the registration form, and maintain and update such information to maintain its truth, accuracy and completeness. Whenever You post any information on or to the Site (including but not limited to posting a request for services, bidding on a posted project, and/or posting your profile), You agree to provide true, accurate and complete information. Emerio reserves the right to terminate Your account upon the discovery that the information You provided or posted is not complete or accurate.
Further, your Emerio account (including feedback) and User ID may not be transferred or sold to another party.

Guard Your Password
You must safeguard the User ID and password You use to access this Site. You authorize us to assume that any person using the Site with Your User ID and password either is You or is authorized to act for You.

Payment Option
Emerio enables buyers to transmit payment electronically for services to the applicable service providers to pay their transaction and subscription fees through their Emerio Account. Please review our Payment and Billing Service Terms, which are incorporated into this Use Agreement, and are part of the Use Agreement.

Privacy
Please see our Privacy Agreement, which is incorporated herein by reference. User Obligations
You agree NOT to do any of the following while using the Site:
• Violate any applicable law or regulation;
• 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;
• Post logos, seals or slogans from third parties on any part of the Site unless they are provided by Emerio or an Emerio partner;
• Solicit or gather any user's information available from the Site, such as other users' names 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;
• Frame or link to the Site except as permitted in writing by Emerio;
• Impersonate or misrepresent Your affiliation with any person or entity.
• Post false or misleading information about a product, service or service request;
• Post or transmit any Content that infringes a third party's intellectual property rights or rights of publicity or privacy;
• Post or transmit any Content that is unlawful, untrue, fraudulent, harassing, libelous, defamatory, abusive, tortious, threatening, pornographic, harmful (including but not limited to viruses, corrupted files, or any other similar software or programs), overly disparaging or deprecating of Emerio or other users or otherwise objectionable;
• Violate any other policies stated on the site, such as those outlined in the following Policies
o Feedback Policy
o General Content Policy
o Message Board Policy
o Project Policy
o Bidding Policy
• Repeat any action after you receive warning or request to desist from Emerio, whether or not that action is explicitly stated in policies. This includes continuing to use the Emerio service under the same account, a different account or reregistering under a new account after your membership has been temporarily suspended, indefinitely suspended or terminated.
• Fail to respond to an email from Emerio regarding violation, dispute or complaint.
Buying and Selling Services on Emerio
You agree to:(a) be financially responsible for Your use of Emerio and purchase of services; (b) abide by Emerio's guidelines on posting projects and bidding on projects, which may be updated from time to time; and (c) perform your obligations and complete the transaction as specified by the terms of your the posted project and or your bid or Business Terms agreement, whichever is more recent, once you have selected a service provider or and the service provider has accepted a project, respectively, unless such transaction is prohibited by law or by this Agreement. Specifically, upon acceptance of a bid, the buyer agrees to purchase the services and the service provider agrees to provide the services according to the terms of the final bid or Business Terms agreed to by the parties, subject to any further increase or decrease in project scope. If the scope of the project increases beyond the final bid price after the project begins, the parties are bound to report that higher amount through the Emerio invoicing system, as described below, and Emerio's transaction fee will increase proportionally to the contract value.

Invoicing on Emerio
Users are required to send invoices through the Emerio system for any projects initiated through Emerio. For each project accepted on Emerio, You agree to invoice all fees related to services delivered for the project via the Emerio invoice system. Invoices can be sent individually and for part amounts. (Services do not include 3rd party software, hardware, reimbursed expenses such as travel, meals and other general disbursements and these amounts do not need to be invoiced through Emerio.) Failure to invoice through Emerio may result in immediate suspension of User's account.
Buyers are only obligated to pay invoices for services purchased as a result of posting a project on Emerio which are sent to them through the Emerio invoice system. Invoices that do not come through Emerio, for services performed as a result of a project posted on Emerio, should be considered invalid by the buyer.
Circumvention of Emerio's Fee Structure
You agree not to engage in any action or activities meant to circumvent our site or our stated fees. Prohibited systems or techniques include (but are not limited to) the following:
• Services offered directly to the buyer and not through Emerio;
• Any agreement between buyer and seller to mislead or defraud Emerio by conducting a transaction at different cost than the price agreed upon through Emerio;
• Failing to report changed bid amounts or final project prices through the Emerio invoice system;
• Placing low value or place-holder bids, with unreasonably high final project charges;
• Posting contact information - email address, phone number, ICQ, your URL or a URL that points to your contact information - in any public areas of the site. Contact information may only be posted on a private message board shared between a buyer and seller for a specific project after the buyer has chosen the seller's bid and the seller has accepted the project. URLs of previous work are permitted in public areas of the site
• Advertising, spamming or offering services to buyer outside of Emerio without receiving request for contact from buyer.
• Suggesting/soliciting buyer contact you directly to buy services outside of Emerio
• Any agreement (whether stated or implied) between buyer and service provider to conduct future transactions outside of Emerio. Buyers and service providers who make initial contact through Emerio are required to conduct any resulting, follow-up or new transactions through Emerio for at least twelve (12) months from the date that the first project is awarded by the buyer to the service provider. This includes posting of the project on Emerio as well as invoicing the service-related fees through Emerio.

Penalties
Without limiting Emerio's other remedies, We may issue a warning, temporarily suspend, indefinitely suspend or terminate your membership and refuse to provide any services to You (a) if You breach any terms and conditions of this Use Agreement or the agreements incorporated herein by reference, including our written policies and procedures posted on the Site; (b) if We are unable to verify or authenticate any information You provide to Us; or (c) if We believe that your actions may cause legal liability for You, our users or for Emerio. Once temporarily suspended, indefinitely suspended or terminated, you may not continue to use the Emerio service under the same account, a different account or reregister under a new account. Violations of this Use Agreement will be prosecuted to the fullest extent of the law and may result in additional penalties and sanctions, as defined below.

To the extent any User engages in actions or activities which circumvent the Emerio Site or otherwise reduces transaction fees owed Emerio under this Use Agreement, that User shall be liable to Us for our full fees due for the project and any follow-up or additional work, as described under "Fees charged by Emerio," below, and may be subject to additional sanctions, including immediate suspension or termination of Emerio membership, and penalties of up to twenty percent (20%) of the total value of all projects circumvented, at Emerio's sole discretion. We expressly reserve the right to institute additional penalties and fees for repeated violations of the Use Agreement and/or our written policies and procedures posted on the Site.

Notices
Emerio will provide notices by posting them on the Site and You agree to check the Site for notices. You also authorize Emerio to send notices to You, at Emerio's discretion, via electronic mail unless You otherwise indicate in writing to customer service. Regardless of whether Emerio sends an email notification, You will be considered to have received a notice when it is made available to You by posting on the Site.

Cancellation
To cancel your subscription, please contact customer service, fax (1-408-524-7600) or certified mail at:
Emerio, Inc
1500 Bank St., Suite 501
Ottawa, Ontario
CANADA

Re: Subscription Cancellation
Cancellation goes into effect at the end of your present billing cycle. No refunds can be given.
Please include your full name, your Emerio username, phone number and address. Please detail the nature of your request: How many subscriptions you wish to cancel (please specify Basic or Select). If Select, name which categories. The current term (Monthly, Quarterly, Yearly) of each subscription you would like to cancel.
Additionally, for account security purposes, please provide the following: the LAST FIVE DIGITS OF THE CURRENT PAYMENT METHOD USED FOR THIS ACCOUNT (For your security, write only the last five digits. If you are paying by your Emerio Account, please specify the latest activity to your Emerio Account.) and A PRINTOUT OF YOUR SUBSCRIPTION DETAILS PAGE (only if you are cancelling via fax or certified mail) http://secure.Emerio.com/substatus
Your cancellation request will be effective within 3 business days of receipt. Emerio will send you an email confirmation once your subscription has been cancelled. You will not be liable for any additional subscription fees after your cancellation is effective. Please note that we will not be able to process cancellation requests unless all of the above information is provided.
Users should be aware that Emerio is not responsible for refunds due to lost mail or delays caused by postal mail. You may also contact Emerio Customer Service from 10am to 7pm EST at 877-535-2623, or if you are an international user, call 1-408-524-7600.

Select and Basic provider subscription fees, whether paid monthly, quarterly and annually, are charged up-front and no refunds will be given upon cancellation. The cancellation of a subscription will go into effect at the end of your current billing cycle and no refunds of fees already paid for that cycle will be given. If Emerio does not receive a provider subscription payment on the billing cycle due date, Emerio will automatically cancel the subscription. Additional fees may apply if you decide to resubscribe at a later date.

We may cancel Your membership if We reasonably believe that You have violated or acted inconsistently with the letter or spirit of this Use Agreement, or violated our rights or those of another party. Emerio reserves the right to terminate any user for any reason, at its sole discretion. We will notify You if We cancel your membership, unless in our judgment giving notice would cause a risk of further violation or damages. However, We will notify You that Your account will be canceled if the law requires such notification. When Your membership is canceled, You may no longer have access to data, messages, files and other material You keep on the Site. The material may be deleted along with all Your previous posts and bids. The provisions entitled "Errors and Disclaimer of Warranties," "Indemnity," "Limitation of Liability," "Audit Provisions and Maintaining Records," "Reservation of Rights," and "General Provisions" will survive cancellation of Your registration. If Emerio terminates this Use Agreement based upon Your breach of any portion of the Use Agreement, Emerio reserves the right to refuse to provide registration and/or membership to You in the future.

Audit Provisions and Maintaining Records
For a period of two (2) years after accepting each project, You will keep and maintain complete and accurate information and records related to each project and all new or follow-up projects started for that project's buyer, including the project description, the bid and payment terms, and information on all new or follow-up projects performed for that buyer, necessary and sufficient to calculate the applicable transaction fees due to Emerio. In the event of a dispute regarding the amount of transaction fees due to Emerio, including a good-faith belief by Emerio that the transaction fees paid have been underreported or are inaccurate, upon 30 days written notice and request, Emerio shall have the right to audit your records to determine whether the full transaction fees due Emerio have been paid by You. You will provide copies of all records or other documentation relevant to the calculation of such amounts. You will promptly pay to Emerio the amount of underpayment, if any, disclosed by the audit or otherwise, along with any monthly finance charges applicable to the amount of the underpayment, calculated at the rate of one and one-half percent (1.5%) per month (or the highest rate permitted by law, if less). Emerio will pay all costs of such examination and audit unless such audit discovers a discrepancy of five percent (5%) or more between the amount of transaction fees paid to Emerio for the time period in question and the amount of transaction fees due to Emerio by You hereunder during such time period, in which case You are responsible for paying the reasonable costs of the audit.

Protection of Copyrights and Trademarks
The Site contains trademarks and other material furnished by Emerio, its licensors, and other users. You should assume that everything You see or read in publicly viewable areas of the Site that was not furnished or received by You (such as images, photographs, illustrations, text and other materials) ("Site Content") is copyrighted unless otherwise noted. You may not sell, reproduce, distribute, modify, display, publicly perform, prepare derivative works based on, repost or otherwise use any of the Site Content in any way for any public or commercial purpose without prior written consent of Emerio or the rights holder. You may not use the Site Content on any other web site or in a networked computer environment for any purpose except your own personal viewing. In order to protect Emerio's and its Licensor's trade secrets, You agree that You will not 'reverse engineer' any Site Content consisting of downloadable software, unless specifically authorized by the trade secret owner or otherwise permitted by law. If You violate any of these terms, Your permission to use the Site Content will automatically terminate; You must immediately destroy any copies You have made of the Site Content; and We may revoke Your authorization to use the Site.

Reproduction
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 Emerio. Emerio and its affiliates reserve the right to refuse service, terminate accounts, and/or cancel service requests or memberships in its discretion, including, without limitation, if Emerio believes that a User's conduct violates applicable law or is harmful to the interests of Emerio and its affiliates.
Intellectual Property Policy
Emerio respects the intellectual property of others and expects our account holders to do the same. At our discretion and in appropriate circumstances, Emerio may terminate the accounts of users who infringe upon the intellectual property rights of others.

Pursuant to 17 United States Code 512(c)(2) (Digital Millennium Copyright Act of 1998), Emerio's designated agent for notice of alleged copyright infringement appearing on our Site is:
Elance, Inc.
820 A Kifer Road
Sunnyvale, CA 94086
Phone: 408.524.8600
Fax: 408.524.4814
Email address: info@Elance.com
To file a notice of infringement with us, one needs to fulfill the requirements specified in Title II of the Digital Millennium Copyright Act of 1998. The text of this statute can be found at the U.S. Copyright Office web site, http://lcweb.loc.gov/copyright/ (visited February 23, 1999).

Links
The Site may contain links to other web sites or resources. You acknowledge and agree that Emerio 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.

Limitation of Liability
NEITHER EMERIO NOR ANY OTHER PARTY INVOLVED IN CREATING, PRODUCING, OR DELIVERING THE SITE (INCLUDING, BUT NOT LIMITED TO, THIRD PARTY APPLICATIONS AND SITE CONTENT) SHALL BE LIABLE FOR ANY INCIDENTAL, SPECIAL, CONSEQUENTIAL OR INDIRECT DAMAGES RESULTING FROM YOUR ACCESS TO, OR USE OF, OR INABILITY TO USE THE SITE AND THE SITE CONTENT, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE) OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT WE KNOW OF THE POSSIBILITY OF SUCH DAMAGE. IN NO EVENT SHALL EMERIO'S LIABILITY TO YOU OR ANY THIRD PARTY ARISING OUT OF ANY USE OF THIS SITE EXCEED $10,000.00.

Because some jurisdictions do not allow the exclusion or limitation of liability for consequential or incidental damages, the above limitation or exclusion may not apply to You.

Emerio is not responsible for any liability related to the completion, timeliness, adequacy, and/or payment for services listed on our Site. Any questions, complaints or claims related to the completion, timeliness, adequacy, and/or payment for services should be directed to the appropriate service provider.

If Your use of the Site results in the need for servicing or replacing property, material, equipment or data, We are not responsible for those costs.

Reservation of Rights; Limited Licenses
Emerio and its licensors shall 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. User acknowledges that the Emerio logo and name are trademarks of Emerio, 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 where expressly provided by Emerio, nothing in this Use Agreement shall be construed to confer any license under any of Emerio's or any third party's intellectual property rights, whether by estoppel, implication, or otherwise.
Errors and Disclaimer of Warranties

YOU USE THE SITE AT YOUR RISK. We endeavor to provide a convenient and functional Site, but We do not guarantee that it will be error free or that the Site or the server that operates it are free of viruses or other harmful components. We urge You to keep backup copies of material You maintain on or use with the Site.

As mentioned above, We remind You to be careful in Your dealings with other users. Without limiting the foregoing, EVERYTHING ON THE SITE (INCLUDING, BUT NOT LIMITED TO, THIRD PARTY APPLICATIONS AND SITE CONTENT) IS PROVIDED TO YOU "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTY OR CONDITION OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED WARRANTIES OR CONDITIONS OF TITLE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT. Please note that some jurisdictions may not allow the exclusion of implied warranties, so some of the above exclusions may not apply to You.

EMERIO MAKES NO WARRANTY THAT THE SITE (INCLUDING, BUT NOT LIMITED TO, THIRD PARTY APPLICATIONS AND SITE CONTENT) WILL MEET USER'S REQUIREMENTS, OR THAT THE SITE WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR FREE; NOR DOES EMERIO MAKE ANY WARRANTY AS TO THE RESULTS THAT MAY BE OBTAINED FROM THE SITE OR AS TO THE ACCURACY OR RELIABILITY OF ANY INFORMATION OBTAINED THROUGH THE SITE. EMERIO MAKES NO WARRANTY REGARDING ANY GOODS OR SERVICES PURCHASED OR OBTAINED THROUGH THE SITE OR ANY TRANSACTIONS ENTERED INTO THROUGH THE SITE. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY USER FROM EMERIO OR THROUGH THE SITE SHALL CREATE ANY WARRANTY NOT EXPRESSLY MADE HEREIN.

Indemnity
You agree to defend, indemnify, and hold harmless Emerio, its officers, directors, employees, agents and partners, from and against any claims, actions or demands, including without limitation reasonable legal and accounting fees, made by any third party due to or resulting from Your use of the Site or the Site Content, including without limitation claims against Emerio for unsatisfactory performance of services listed on the Site, or Your violation of this Use Agreement.

General Provisions
You are responsible for compliance with applicable local laws, keeping in mind that access to the Site Content may not be legal by certain persons or in certain countries. If any part of this Use Agreement is held to be unenforceable, the unenforceable part shall be given effect to the greatest extent possible and the remainder will remain in full force and effect. This Use Agreement is personal to You and You may not transfer, assign or delegate this Use Agreement to anyone without the express written permission of Emerio. Any attempt by You to assign, transfer or delegate this Use Agreement without the express written permission of Emerio shall be null and void. This Use Agreement and any registration for or subsequent use of the Site will not be construed as creating or implying any relationship of agency, independent contractor, franchise, partnership, or joint venture between any User and Emerio.

This Use Agreement will be governed by the law of California, U.S.A., without regard to its conflicts of law provisions. Any dispute related to this Use Agreement will be settled in a binding arbitration under the arbitration rules of the American Arbitration Association. Any dispute You may have with respect to this Site must be commenced within one year after it arises, or the cause of action is barred

The paragraph headings in this Use Agreement, shown in boldface type, are included to help make the agreement easier to read and have no binding effect.

The Use Agreement and the agreements referenced in this Use Agreement comprises the entire agreement between You and Emerio with respect to the use of the Site and supersedes 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 links-to or is linked-from the Site.
We suggest that You print out a copy of this Use Agreement for Your records.
Payment and Billing Service Terms Back to Index

This Payment and Billing Service Terms of Use Agreement (this "Payment Service Agreement") may affect your rights regarding your purchase or sale of services through the Emerio Web site ("the Site"). Please read it carefully. By clicking "I agree", You accept the terms and conditions set forth below and assert that the information that You provide is truthful and correct.
Capitalized terms not otherwise defined in this Payment Service Agreement shall have the meanings given such terms in our Terms and Conditions of Use, which is incorporated into this Payment Service Agreement by this reference. By agreeing to the terms of this Payment Service Agreement, You agree to accept all disclosures and all other communications between us electronically at the email address You provide. (This does not supersede other notification terms of The Terms and Conditions of Use.) If You have any questions or comments about the information contained here, please contact customer service.

Payment Service
Our Payment and Billing Service (the "Payment Service") allows service providers on the Site ("Service Providers") to collect payment for such services from buyers ("Buyers") through electronic transmission. Buyers and Service Providers using the Payment Service are assigned "Stored Value Accounts". Service Providers may add to their respective Stored Value Accounts by directing that payments for their services received through the Payment Service from Buyers be added to the respective Service Providers' Stored Value Accounts or by using any of the methods available on the Payment Service web page. Buyers may add funds to their respective Stored Value Accounts by using any of the methods available on the Payment Service web pages. Funds in a Buyer's or Service Provider's Stored Value Account may be used to pay Service Providers, to pay transaction fees due Emerio or to pay Select or Basic Provider membership fees. Upon request by the applicable User, funds in the Stored Value Account can be returned to such User, subject to the following conditions and restrictions:
(a) Emerio shall not return any funds to any Users of the Emerio Site or Payment Service if directed not to return such funds by any competent international, federal, state or local authorities or if doing so would violate or, in Emerio's reasonable discretion, would reasonably likely violate, any international, federal, state or local laws, regulations or other legal restrictions.
(b) Emerio shall withhold from any funds requested to be returned by a User of the Payment Service any amounts then owed or owing to Emerio by such User. As stated below, Emerio does not give partial refunds for membership fees, except as a result of the User's failure to be verified by a Verification Service Provider due to error or issues on the part of the Verification Service Provider.
(c) By using the Payment Service, users agree not to make "excessive requests" that funds in such User's respective Stored Value Accounts be returned to such users. Users acknowledge that Emerio shall be entitled, in Emerio's sole discretion, to determine what constitutes "excessive requests."
(d) Emerio acts solely as the Service Provider's agent for purposes of facilitating all payment transactions through the Payment Service. Service Providers agree to properly discharge and credit Buyers for all payments Emerio receives through the Payment Service regardless of when and whether Emerio credits the Service Provider for such payments.
(e) EMERIO IS NOT A BANK, AND AMOUNTS TRANSFERRED THROUGH THE PAYMENT SERVICE ARE NOT INSURED DEPOSITS.
Posting Deposit. Buyers posting a project in the Select category will be required to provide a credit card for authentication. In addition, Buyers who do not award the project after 30 days from the time of posting will be charged a $25 posting fee. No such posting fee will be charged to Buyers who (a) award a posted project within 30 days from the time of posting; (b) receive less than 5 bids for such project; or (c) for repeat projects initiated by sellers. Any request for refunds must be submitted in writing within 90 days of posting the project in question to Customer Service.
Service Provider Accounts. Emerio will assign Accounts to Service Providers. Service Providers may direct payments to their Accounts for services provided to Buyers. Funds in an Account may be used to pay Transaction Fees (defined in Section below) and membership fees due to Emerio. In the event of a dispute between a Buyer and a Service Provider, funds in an Account may be frozen and refunded to a Buyer upon the resolution of such dispute. If Emerio determines, in our sole discretion, that a Service Provider has violated this Payment Service Agreement, Emerio may refuse to credit such Service Provider's Account.
(a) Interest. Emerio may earn and retain interest or other compensation from the balances in its Accounts that result from the timing difference between the receipt of funds from any Buyer and any debit of the Account to pay the Service Provider.
(b) Charge-backs. Emerio reserves the right to seek reimbursement from any Service Provider and the Service Provider will reimburse Emerio if Emerio discovers erroneous or duplicate transactions, or Emerio receives a charge-back from any Buyer's credit card issuer. Emerio may obtain such reimbursement by debiting 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.

Fees Charged by Emerio: Transaction Fee
In Emerio Basic and Emerio Select, Emerio charges a per project transaction fee ("Transaction Fee"). For Basic providers, the Transaction Fee is equal to eight point seven five percent (8.75%) and for Select providers, the Transaction Fee is eight point seven five percent (8.75%) of the greater of: (a) the total amounts actually paid for services, as defined in the Invoicing on Emerio section, by the Buyer to the Service Provider for such project, (b) the total amounts invoiced through Emerio for services, as defined in the Invoicing on Emerio section, regardless of whether Buyer uses the Payment Service to transmit payment to the Service Provider, or (c) the amount of the bid for a project placed by the Service Provider and accepted by the Buyer if invoices for the full bid amount are not sent through Emerio within 30 days of project acceptance. (Please note the section on Circumvention of Emerio's Fee Structure for more information). Such Transaction Fee will be charged to the Service Provider in the Service Provider's Stored Value Account each time a new invoice is sent through the Emerio system, whether for a new project or continuing work on a project. In the event that the total amount actually paid by the Buyer to the Service Provider for such project is greater than the amount invoiced by the Service Provider, Emerio will adjust the amount charged to the Service Provider. The Transaction Fee is due and payable thirty (30) days from the date each invoice is submitted for payment. If invoices for the full bid amount are not sent, the transaction fee for the difference between the bid amount and the invoiced amount is due 30 days from project acceptance. All invoices and associated transaction fees are treated separately, even if they are part of the same project. In addition, certain minimum transaction fees apply for each category.
For repeat projects posted by Service Providers on behalf of buyers through the Submit Repeat Project link in Selling Activity providers will be charged a four point seven five percent (4.75%) Transaction Fee. Buy Now service offers are subject to an eight point seven five percent (8.75%) Transaction Fee. For any individual project, a Service Provider will not be charged more than five thousand dollars ($5,000) in Transaction Fees. In the event of any Transaction Fee due and payable has not been paid to Emerio within forty-five (45) days from the date of invoicing (or, if invoices for the full bid amount have not been sent, from the date of the project acceptance) Emerio may, at its sole discretion, prohibit any or all further activities by the Service Provider until such Transaction Fee is paid in full, including but not limited to the placement of any bid on a project and the listing of the service profile. In the event that You are a Service Provider, You agree that You shall not be entitled to exercise any of Your rights or benefits that You may have with respect to any activities prohibited by Emerio. Notwithstanding the foregoing, Service Providers will be able to make payment to Emerio through their Stored Value Accounts even if they are prohibited from engaging in other activities on the Site.

In the event that User owes both transaction fees and membership fees to Emerio, Emerio will apply any payments first to the membership fee and then to the outstanding transaction fees owed.
The Transaction Fee is charged in U.S. dollars, but may be paid in any currency. Please note, however, that payments made in any non-U.S. currency may take up to eight weeks to process, and balance adjustments may be delayed.
Emerio service providers and buyers are responsible for meeting payroll, tax and legal requirements for any legal entity. It is the Service Provider's and the Buyer's responsibility to determine whether sales or use taxes apply to the transactions and to collect, report and remit the correct tax to the appropriate tax authority. Emerio is not obligated to determine whether sales or use taxes apply and is not responsible to collect, remit or report any sales or use taxes arising from any transaction.
We reserve the right to change the method of calculating the transaction fee at any time. However, the new transaction fee will apply only to projects accepted after notification of the changed fee.

How to Pay for a Service
You must register online to use the Payment Service. You will provide us true and accurate information when registering and will maintain and update that information as applicable. You will not impersonate any person or use a name You are not legally authorized to use. You authorize us to verify Your information (including any updated information), to obtain credit reports about You from time to time while You are registered with the Payment Service (including credit reports about Your spouse if you live in a community property state), and to obtain an initial credit authorization from Your credit card issuer at time of registration. The Payment Service is available only to individuals and others who are in compliance with the terms and conditions of this Payment Service Agreement and the Terms and Conditions of Use, who are not overdue in any payments owed to Emerio, and whose applications are acceptable to Emerio in its discretion. Further, the use of the Payment Service for the making of payments is available only to individuals and others who have been issued a credit card by a U.S. bank acceptable to Emerio. Any registered User of Emerio is eligible to use the Payment Service to receive payments.

Paying a Service Provider with the Payment Service is accomplished by following the instructions and Payment Service links on the Site and providing the information requested. Unless You have a balance in Your Stored Value Account (such as from Your own sale of a service or through deposits via credit card, debit card, check or wire transfer), We will charge your credit card for the necessary amount. Currently, the Payment Service will only accept VISA, MasterCard and American Express credit cards. By providing Us with Your Visa, MasterCard or American Express credit card information, You authorize Us to charge such credit card for the amounts stated on the applicable Payment Service page. Providing inaccurate information is grounds for immediate termination of Your use of the Payment Service. We are not responsible for the consequences that might result from Your providing inaccurate information to Us.

Getting Paid as a Service Provider
Once funds have been directed to a Service Provider's Stored Value Account, such Service Provider may, using the Payment Service, request that any such funds be paid to such Service Provider using any of the methods available to such Service Provider on the Payment Service web pages; provided that any such requests shall be subject to the conditions and restrictions listed above under "Payment Service." Notwithstanding any other provision of this Payment Service Agreement, if We determine, in our sole discretion, that a Service Provider has violated this Payment Service Agreement, We may refuse to credit such Service Provider's Stored Value Account and may instead maintain the amount of such credit in a trust account or may return the amount of the credit to the appropriate Buyer. We will not be liable to any Service Provider if We act in accordance with the provisions of this Section.

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 Stored Value Account and, as appropriate, Your credit card. Such payments, once authorized, ARE FINAL. Payments made by Buyers through the Payment Service are NOT held in escrow and will be released to the specified Service Provider without confirming that the service transaction was satisfactory.

Agreement to Pay
If, for any reason, Emerio does not receive payment for any amounts that You have authorized to be paid through Your use of the Payment Service, You agree to pay such amount immediately upon demand by Emerio. You also agree to pay any interest charges, attorney's fees, and other costs of collection incurred by Emerio in collecting from You the authorized but unpaid amount. In such case, Emerio may, at its option, stop processing any further payments made by You and apply any amounts then held by Emerio on Your behalf toward any deficiencies, losses, or costs that We have incurred as a result of Your use of the Payment 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.

Indemnification
You agree to defend, indemnify and hold harmless Emerio, its officers, directors, employees and agents (each an "Indemnified Party") from and against any and all losses, damages, and costs incurred by an Indemnified Party as a result of any action, claim, suit or other proceeding brought by a third party against such Indemnified Party in connection with Your use of the Payment Service or any payment obligations incurred through use of the Site.

Security
Emerio is committed to providing You with a safe and secure e-commerce environment. If You wish, You may enter Your credit card number or other sensitive information using an encrypted server connection that employs SSL technology as provided on the Payment Service pages.
Disputes Between Buyers and Service Providers
Any disputes in connection with services provided by Service Providers or payments made by Buyers remain between such Buyers and Service Providers. By using the Payment Service, You acknowledge that Emerio will not be a party to any such dispute or be obligated to take any action or refrain from taking any action toward resolving any such dispute. Emerio may, at its sole discretion, but shall not be required to, withhold or delay payment in the event of dispute between a Buyer and a Service Provider.

Reservation of Rights
Emerio may refuse service to anyone for any reason. Emerio may earn and retain interest or other compensation from the balances in its bank accounts that result from the timing difference between the receipt of funds from any Buyer and any debit of its bank account to pay any Service Provider after such Service Provider has requested disbursement from its Stored Value Account.

Emerio may amend this Payment Service Agreement at any time in its sole discretion by notifying affected users. If a User does not terminate use of the Payment Service as described below, User will be deemed to have accepted such amendment. ser does not terminate use of the Payment Service as described below, User will be deemed to have accepted such amendment.
Emerio will not be considered to have waived any of our rights or remedies described in this Payment Service Agreement unless the waiver is in writing and signed by an authorized representative of Emerio. No delay or omission by Emerio 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.

Emerio reserves the right to seek reimbursement from any Service Provider and Service Provider will reimburse Emerio if Emerio discovers erroneous or duplicate transactions or We receive a chargeback from any Buyer's credit card issuer for the amount of such Buyer's purchase from such Service Provider. Emerio 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.
This Payment Service Agreement and any User's registration for and use of the Payment Service will not be construed as creating or implying any relationship of agency, franchise, partnership, or joint venture between any User and Emerio.

Termination of Use of Payment Service
Emerio may, at any time and within its sole discretion, terminate Your access to and use of the Payment Service for any reason, including without limitation, violations of this Payment Service Agreement or the Site Terms and Conditions of Use. In addition, Emerio may modify the terms of this Payment Service Agreement or discontinue the Payment Service at any time and without prior notice; provided that, if Emerio elects to modify or discontinue the Payment Service or this Payment Service Agreement, Emerio will post the new terms or a notice of such changes within a reasonable time on an appropriate area of the Site.

DISCLAIMER OF WARRANTY

USE OF THE SITE AND OF THE PAYMENT SERVICE IS ENTIRELY AT YOUR OWN RISK AND THE SITE, THE PAYMENT SERVICE AND ALL PRODUCTS OR SERVICES OFFERED ON OR THROUGH THE SITE ARE OFFERED "AS IS" WITHOUT WARRANTY OR GUARANTEE OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION: (A) ANY WARRANTIES CONCERNING THE AVAILABILITY, ACCURACY OR CONTENT OF INFORMATION, PRODUCTS, SERVICES OR RESULTS; AND (B) ANY WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, UNLESS SUCH WARRANTIES ARE LEGALLY INCAPABLE OF EXCLUSION, IN WHICH CASE, THEY ARE EXCLUDED TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW.
LIMITATION OF LIABILITY

IN NO EVENT WILL EMERIO'S LIABILITY IN ANY ACTION RELATING TO OR ARISING FROM THE USE OF PAYMENT SERVICES EXCEED $25,000 U.S. THE EXISTENCE OF MULTIPLE CLAIMS WILL NOT ENLARGE THIS LIMIT. IN NO EVENT WILL EMERIO BE LIABLE FOR ANY INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES, LOST SALES, GOODWILL OR PROFITS, ARISING FROM SERVICE PROVIDERS' USE OF THE PAYMENT SERVICES, WHETHER BASED UPON A BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHER THEORY OF LIABILITY, EVEN IF EMERIO HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. EMERIO WILL NOT BE LIABLE FOR THE COSTS OF PROCURING SUBSTITUTE GOODS OR SERVICES. SERVICE PROVIDERS AGREE TO MAKE ALL CLAIMS ARISING OUT OF OR RELATING TO THIS PAYMENT SERVICES AGREEMENT WITHIN ONE-YEAR OF THE EVENT LEADING TO LIABILITY AND HEREBY WAIVE ANY AND ALL CLAIMS NOT MADE WITHIN SUCH ONE-YEAR PERIOD.

Questions
If You have any questions, suggestions, or reports of problems regarding the Payment Service, please contact customer service or write to Us at:
Emerio Inc.
1500 Bank St., Ottawa, Ontario K1H 7P2
Attn: Billing and Payment Customer Service