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TERMS AND CONDITIONS

Standard Provider Agreement

This document is a legal agreement between you, the "Provider" (as defined below) and Tomedes. These Provider's Terms and Conditions ("Agreement") sets forth the provisions under which the Provider may register and use the web-site for the purpose of responding to solicitations for the acquisition of solutions, services, and products ,providing these solutions, services, and products and taking care of requested revisions of the software solutions, services, and products.

DEFINITIONS Site (s): DoInspire Ltd: (if applicable) is the parent company and owner of the site hereinafter referred to as Tomedes. Buyer: Individual (s) or a Company posting a project.

Provider: Individual (s) or a Company providing a service.

Bid Requests: The system creates bid requests once a buyer finishes posting a new project to providers who offer the project's service. Bid requests may also be initiated for proofread and/or revision purposes.

Awarded Provider: A provider who is selected to be the provider of a project after the bid had ended.

1. TERM

The initial term of this Agreement shall be a period of one (1) year from the Effective Date. Thereafter, the Agreement shall automatically renew for subsequent one (1) year terms. At any time, either party may terminate this agreement, with or without cause, upon thirty (30) days prior written notice. Tomedes reserves the right to immediately terminate any Provider who commits fraud, slander, a denial-of-service attack, or commits any other action which it deems inappropriate. Neither party has made any commitments regarding the duration or renewal of this Agreement beyond those stated herein.

2. SCOPE

Upon completion of the Registration Form and after accepting the site Terms of Service and this agreement, the Provider is authorized to respond to Bid Requests. This is a master agreement between Provider and Tomedes and shall apply to all transactions and business conducted between the parties.

3. Provider's OBLIGATIONS

Provider will provide quotations via Tomedes in response to Bid Requests posted on Tomedes website. An awarded provider will provide the work as called for in the bid request and the project's details before the end date as defined in the project's details. An awarded provider will handle requested revisions for the projects s/he has completed before the end date as defined in the revision's details.

4.

This Agreement shall govern the business relationship between Tomedes and Provider despite any different or conflicting terms and conditions in Provider's forms or other documents.

4.1. General

o Provider authorizes Tomedes to treat any person using Provider's password pair (username and password), and any resulting transactions, obligations and liabilities as if Provider used the website and/or services itself.

o Provider must not try to expose the identity of other providers or of buyers. The identity of buyers and of other providers is not visible to the providers. The provider must not post any information which may reveal his identity to buyers or other providers. Posting contact information including but not limited to phone #s, email addresses, Internet URL's, Yahoo Messenger Ids, ICQ ids is strictly prohibited.

o The provider will not try to contact any buyer or provider registered with Tomedes while providing services through Tomedes or subsequent to providing services.

o The anonymous nature of the Internet makes it possible for a Provider who has had their account involuntarily terminated (or who received unfavorable ratings on that account) to create another account on the site and resume transacting business on the site, against the will of Tomedes. Tomedes regularly monitors site profiles for this sort of action, and should the Provider be determined by Tomedes to have done this, they will forfeit the balance of all of their accounts.

o A provider must have only one account with Tomedes.

4.2. Registration

o Provider's information shall be true, accurate and up-to-date at all times.

4.3. Bidding

o Provider agrees to post bids for a project only if s/he has the ability, the knowledge, and the experience to provide the work, as well as the required resources at the time s/he posts the bid and up to the ending bid time, as indicated in the bid details.

o The provider will not try to learn what the buyer paid for the project by trying to contact the buyer or by posting a similar/identical project in Tomedes or by any other means.

o Provider must accept the project and download the document immediately once awarded. Any delay may disqualify him, and the project will be awarded to another provider.

4.4. Providing Project

o The provider shall not present or copy part or the entire document downloaded not during nor after he had been working on the project.

o Third Party Code. Provider is responsible for ensuring that all code, algorithms, ideas and/or any other item used to create their deliverables are completely of their own making.

o The provider must upload the finished project in the requested time.

o The provider must upload a completed document in the same format as the original document unless requested otherwise.

o The provider is responsible for the full upload of the completed document. If there is any problem in the upload process, the provider is obliged to upload it again.

o The provider must deliver the uploaded document free of any viruses or scripts.

o The provider must keep the same design as given in the original document unless indicated otherwise

o If the provider completes a proofreading service and is asked to complete a feedback form related to the original provider's work, the feedback must be completed seriously.

4.5. Revisions and complaints

o Provider understands and agrees that Tomedes may be called upon by the buyer to revise the document. In such a case the provider is obliged to make the requested changes within the time frame given to him.

o The provider must answer any email received from Tomedes regarding a revision/complaint/dispute within one business day.

o Tomedes will be set as a mediator and arbitrator in case of a dispute. Tomedes agrees to mediate and arbitrate fairly and impartially. Buyer and Provider agree that Tomedes' decision is final and binding to them.

o If, following a revision request the buyer charges that the Provider is not making sufficient progress on a revision, the Provider must supply specific demonstrable proof to the contrary

4.6. Payment

o A payment will be delivered to the provider at the end of each month for all the projects finished before the end of the month before. For example, at the end of July, 2008 Provider will receive a payment for all the projects finished between June 1, 2008 and June 30, 2008.

o Following a customer complaint or any other violation of the terms, The Tomedes team may decide to penalize the provider by paying him part or none of the project's rate. The penalty may be deducted from payment issued for other projects.

Violators of any of these terms can have all of their Tomedes accounts terminated, suspended or revoked at the discretion of Tomedes and may not get future payments.

Any violation may also cause a decrease in the provider's quality score, causing him to lose future bids.

5. Provider'S REPRESENTATIONS.

Provider represents that it has the full power and authority to execute this Agreement. Provider is the owner of, and/or has received all appropriate consent from the owners of, any and all material, information, intellectual property in any form, or other data that Provider makes available to Tomedes.

6. Taxes

Tomedes does not collect taxes, duties, fees or other governmentally imposed excises, so Provider and Buyer agree to assume their respective responsibilities under the law.

 

7. TRADEMARKS AND CONFIDENTIAL INFORMATION.

Any information the provider disclosed to the providers is considered confidential unless indicated otherwise

Access to and Use of Confidential Information. A provider receiving Confidential Information agrees (i) that it is claimed to be a trade secret of the other party, (ii) not to disclose or use any of such Confidential Information for any purpose except as necessary and consistent with the terms of this Agreement, (iii) to limit the use of and access to such Confidential Information to only those employees who have a need to know, and (iv) that it will immediately notify the Tomedes in writing of any unauthorized disclosures and/or use thereof. Such notice shall include a detailed description of the circumstances of the unauthorized disclosure or use and the parties.

Exclusions. A provider shall have no obligation as to Confidential Information that (i) is known to the provider at the time of disclosure, as evidenced by documentation in the provider's possession at the time of such disclosure, (ii) becomes rightfully known to the provider from another source without confidentiality restrictions, (iii) is or becomes part of the public domain through no wrongful act of the provider, or (vi) is furnished by the buyer to a third party without confidentiality restrictions. A provider may disclose Confidential Information pursuant to a competently authorized judicial or governmental request, requirement or order, provided that the provider takes reasonable steps to give the buyer sufficient notice to contest such request, requirement or order and/or to seek a protective order.

Return of Confidential Information. In any event of termination or expiration of this Agreement, each party will, within five (5) business days, return to the other party such party's Confidential Information.

8. INTELLECTUAL PROPERTY INFRINGEMENT INDEMNITY

Infringement Claims. The Provider will defend and hold Tomedes harmless in any suit or proceeding based on a claim that any equipment, products or services transacted under this Agreement, constitutes infringement of any copyright, patent or trademark. Provider will pay all settlements or damages awarded against Tomedes, provided that Tomedes (i) informs Provider of such suit or proceeding in writing and within thirty (30) days of actual notice of a claim, and provides Provider with all related information, (ii) grants Provider the authority to settle or litigate such suit or proceeding, and (iii) provides all necessary assistance to Provider.

9. LIMITATION OF LIABILITY; INDEMNITY.

IN NO EVENT SHALL TOMEDES BE LIABLE TO BUYERS, PROVIDERS OR ANY OTHER PERSON FOR EXEMPLARY, INCIDENTAL, INDIRECT, SPECIAL OR CONSEQUENTIAL DAMAGES OF ANY KIND, INCLUDING WITHOUT LIMITATION THE COST OF COVER, LOSS OF PROFIT, USE, SAVINGS OR REVENUE, OR THE CLAIMS OF THIRD PARTIES, WHETHER OR NOT TOMEDES HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSS. THE LIMITATIONS IN THIS SECTION SHALL APPLY NOTWITHSTANDING THE FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY.

Indemnification by Provider. Provider shall indemnify, defend (with counsel approved in writing by Tomedes) and hold Tomedes, its officers, directors, shareholders, employees, insurers, attorneys, successors and assigns harmless against any and all claims for cost, damage, expense (including reasonable attorneys - fees) or liability arising out of or related to the acts or omissions of Provider, its employees, representatives or agents.

10. DEFAULT AND TERMINATION.

Default. Should the Provider default, their account may be terminated by Tomedes. Provider shall be considered to have defaulted under the Agreement for any failure to perform its obligations to Buyer under any Bid request awarded to Provider and/or if Tomedes discovers any material misrepresentation or omission that Provider has made in this Agreement or its Registration. In the case of either party, the failure by such party to observe or perform any material covenant or obligation under this Agreement shall constitute default. Provider may also be considered in default if they violate the site terms of service, or if their service to is poor as defined by Tomedes.

Survival. The parties' obligations under Sections 6, 7 and 8 shall survive any termination and/or expiration of this Agreement.

11. GENERAL.

Assignment. Provider shall not assign or transfer this Agreement without Tomedes's prior written consent, which shall not be unreasonably withheld. Any attempted assignment shall be null and void.

Relationship of the Parties. This Agreement does not create a franchise, joint venture or partnership between the parties. Neither party hereunder is the agent, broker, partner, employee, or legal representative of the other for any purpose.

Excused Performance. Neither party shall be liable for failure to perform its obligations under this Agreement for causes beyond its reasonable control.

No Waiver. The failure of either party to enforce any of the provisions hereof shall not be construed to be a waiver of the right of such party to thereafter enforce any such provision.

Unenforceable Provisions. If any term of this Agreement is found to be illegal or unenforceable, the remaining portions of this Agreement shall remain in effect, provided that the parties agree to negotiate in good faith substitute enforceable terms.

Modifications; Special Agreements; Entire Agreement. Note that Tomedes reserves the right from time to time to amend, modify or change this agreement. Due to the majority of parties requesting not to be contacted via email about updates to the site, email notice will not always be given. Additionally, due to the financial costs associated with written notices...written notice will not always be given. If you are interested in keeping abreast of the latest changes to this agreement, then please bookmark this page and review it from time to time.

IF ANY MODIFICATION IS UNACCEPTABLE TO YOU, YOUR ONLY RECOURSE IS TO TERMINATE THIS AGREEMENT BY PROVIDING NOTICE TO US. YOUR CONTINUED PARTICIPATION IN THE PROGRAM FOLLOWING OUR POSTING OF A CHANGE NOTICE OR NEW AGREEMENT ON OUR SITE WILL CONSTITUTE BINDING ACCEPTANCE OF THE CHANGE.

Should Tomedes and the Provider come to a special understanding not outlined in this agreement it will be laid out in writing and signed by both parties.

This Agreement is the entire understanding between Provider and Tomedes with respect to the subject matter of this Agreement, and supersedes all (i) proposals, oral or written, (ii) negotiations, conversations or discussions between the parties and (iii) industry custom or past course of dealing, relating to the subject matter.

 

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