PLEASE READ THESE TERMS AND CONDITIONS CAREFULLY

This Terms of Use Agreement (the "Agreement") describes the terms and conditions applicable to your use of the MatchB2B website which is identified by the uniform resource locator www.matchb2b.net (the "Website"). This Agreement is entered into between you as the user of the Website (“you” or “User") and MatchB2B, LLC, a Delaware limited liability company (“us”, “we” or "MatchB2B").

IMPORTANT

This Agreement is a legally binding contract and governs your use of MatchB2B’s Website and all transactions conducted through or relating to the Website.

NOW, THEREFORE, in consideration of MatchB2B providing the services of the Website to you, you hereby agree as follows.

1. Definitions

Capitalized terms used in this Agreement and not otherwise defined in this Agreement have the meaning given to those terms in Section 43.

2. Acceptance of this Agreement

By accessing or using the Website, you hereby agree to accept the terms and conditions set forth in this Agreement. You shall be legally and fully bound by the terms and conditions of this Agreement with respect to your access to and use of the Website. If you do not accept all of the terms and conditions of this Agreement, you are not permitted to, and you must not, use the Website.

3. Amendments to this Agreement

This Agreement was last amended as of January 1, 2009.

MatchB2B may amend this Agreement at any time by posting the amended Agreement on the Website. The amended Agreement shall be effective immediately upon posting. Posting by MatchB2B of the amended Agreement and your continued use of the Website shall be deemed to be acceptance of the amended Agreement. This Agreement may not otherwise be modified, except in writing signed by an authorised officer of MatchB2B.

4. The Website

1. MatchB2B provides an e-bidding forum to users though the Website. MatchB2B may at any time, without notice, add, delete, or modify some or all of the features or services it provides through the Website.

2. User acknowledges that its inability to use the Website, wholly or partially for whatever reason, may have adverse effects on its business. In no event shall MatchB2B be liable or responsible for any Liability arising from User’s use of the Website or any of its services, including any delay or inability to use the Website or any of its features (whether due to disruption, limited access, changes to or termination of any features on the Website or otherwise).

3. NO LEGAL SERVICES PROVIDED BY MATCHB2B:  Notwithstanding that any owner, employee or agent of MatchB2B is or may be a lawyer, no services of MatchB2B or its website are legal services and none of MatchB2B, its website, owner, members, employees or agents provide any legal advice or services.  No attorney-client relationship exists between users, customers or potential customers of MatchB2B, and MatchB2B or any of its owners, members, employees or agents.  If you wish to seek any legal advice or services, you will need to seek the advice of your own independent lawyer.

5. Who can use the Website?

1. He Website is only available to Persons who can form legally binding contracts under Applicable Law. Users must be at least 18 years of age.
   
   
2. MatchB2B may, in its sole discretion, refuse the services of the Website to anyone at any time for whatever reason, including to protect the interests of MatchB2B (or its affiliates or their respective Representatives) or other users.
   
   

6. Permitted Use of the Website

User may only use the Website for its own personal or internal purposes and only to (a) post RFBs or place Bids through the Website, (b) access information provided on the Website and (c) use any other services offered on the Website from time to time.

7. Privacy Policy and Other Policies

1. MatchB2B has in place a Privacy Policy which governs the protection and use of User's information in MatchB2B's possession. MatchB2B also has in place an Intellectual Property Rights Protection Policy and a Copyright Policy to deal with intellectual property and copyright protection and infringement. MatchB2B may also post other policies on the Website from time to time. Such policies may be updated from time to time by MatchB2B posting an updated policy on the Website. All such policies, as updated from time to time, shall be referred to herein as the “Policies”.

2. The Policies are incorporated by reference into this Agreement in their entirety and form part of this Agreement. User’s use of the Website and the services provided by the Website is governed by the terms of this Agreement and each of the Policies. It is User’s responsibility to read and review each of the Policies. User’s use of the Website shall be deemed to be its acceptance of the Policies as updated from time to time. If, at any time, User is not in compliance with the Policies, MatchB2B has the right to suspend or terminate User’s rights of use and access to the Website or any part of it.

8. Users, Basic Members and Premium Members

1. Access to the Website and certain of its features are provided to all Users free of charge.

2. Any User can register, free of charge, to become a Basic Member of MatchB2B by completing the on-line registration process on the Website to become a Basic Member. Basic Members are given access to the Website and certain additional features of the Website (“Basic Services”) that are only available to Basic Members.

3. A User can register, or upgrade, to become a Premium Member of MatchB2B by completing the on-line registration process on the Website and paying the requisite subscription fee to become a Premium Member. Premium Members are given access to the Website, all of the Basic Services and certain additional features of the Website ("Premium Services") that are only available to Premium Members.

4. MatchB2B reserves the right, without prior notice, to restrict access to Basic Services to Persons who register as a Basic Member of MatchB2B and to restrict access to Premium Services to Persons who register as a Premium Member.

5. MatchB2B further reserves the right to limit, deny or create different access to the Website and its features with respect to different users.

9. Employees, Agents and Sub-Users

1. User may provide access to the Website only to its designated employees and authorised agents. User may not provide access to the Website to any other Person.

2. A Person may register with MatchB2B as a sub-user of User (“Sub-User”); provided that such Person is a designed employee or authorised agent of User.

3. All employees, agents and Sub-Users of User who use the Website are subject to this Agreement to the same extent as User as if such employees, agents or Sub-User were a party to this Agreement. User must inform its employees, agents and Sub-Users that User and its employees, agents and Sub-Users are subject to, and must comply with, all of the terms and conditions of this Agreement and all other Policies. User is fully responsible for the activities of its employees, agents and Sub-Users who use the Website.

10. User Account and Registration with MatchB2B

1. Each User who registers on-line to become a Basic Member or Premium Member of MatchB2B will be provided with a MatchB2B account ("Account"). A User may only access its Account via its Username and Password.

2. By registering with MatchB2B to become a Basic Member or Premium Member, User represents and warrants to MatchB2B that:
   
   
   1. the address User uses to register with MatchB2B is the principal place of business of User;
   2. all information submitted to MatchB2B during the registration process is true, accurate, current and complete; and
   3. User shall maintain and promptly update its user and profile information to keep it true, accurate, current and complete.
      
      
3. If any information provided by User is or becomes untrue, inaccurate, not current or incomplete, MatchB2B has the right to suspend or terminate User’s registration and/or refuse any and all current or future use of the Website service (or any portion of it).
   
4. Unless User specifically directs MatchB2B in the “Privacy Settings” in User’s Account not to include in the Members Directory any profile information about User, User hereby expressly consents to the inclusion of its personal data and other information in the Members Directory and authorises MatchB2B to share such data and information with other users of the Website.

11. Username and Password

1. Each user who registers on-line to become a Basic Member or Premium Member of MatchB2B will be required to choose a user alias ("Username") and Password ("Password") for log-in access to its Account.

2. Each Sub-User of User can select a different Username and Password. However, Section 11.3 below shall apply to User in respect of the Usernames and Passwords of User and all of its Sub-Users.

3. User is solely responsible for maintaining the confidentiality of its Username and Password and is fully responsible for ensuring its Username and Password remain confidential to User. User will be solely responsible for all Liability arising from the usage of the Website or services provided by MatchB2B by any Person who uses User’s Username or Password. User must (a) immediately notify MatchB2B of any unauthorised use of its Username or Password, (b) if for some reason, an unauthorised Person obtains User’s Password or Username, immediately change the affected Username and Password and (c) ensure that it properly logs-off the Website and its Account at the end of each session. MatchB2B will not be liable or responsible for any Liability arising from User’s failure to comply with this Section.

12. Email Account

1. MatchB2B may assign a web-based email account with limited storage space for User to send or receive emails (the "Email Account") through the Website. User shall be solely responsible for all users and the content of all the messages communicated through its Email Account, as well as the consequences of any such message.

2. User shall not use its Email Account:

1. for junk mail, chain letters or spamming or the transmission of any unlawful, harassing, libelous, abusive, threatening, harmful, vulgar, obscene or otherwise objectionable material of any kind or nature; or

2. to publish, distribute, transmit or circulate any unsolicited advertising or promotional information or any content that is obscene, indecent, seditious, offensive, defamatory, threatening, or which incites or results in causing racial hatred, discrimination, menace or breach of confidence.

13. No Assignment of Account

A User may not sell, attempt to sell, offer to sell, give, assign or otherwise transfer (or agree to do any of the foregoing) this Agreement or User’s Account, Email Account, Username or Password to a third party without the prior written consent of MatchB2B.

14. Suspension or Termination of User Account

1. MatchB2B may, in its sole discretion, refuse registration and deny the issuance of an Account, Email Account and associated Username and/or Password to any Person for whatever reason.

2. MatchB2B reserves the right to cancel unconfirmed User Accounts and/or Email Accounts that have been inactive for a long period of time (as determined by MatchB2B).

3. MatchB2B may, in its sole discretion at any time, suspend (for however long) or terminate User’s Account and Email Account, including, without limitation, if: (a) MatchB2B believes User has breached any provision of this Agreement or any Applicable Law, (b) MatchB2B has reasonable grounds to suspect that any information provided to MatchB2B by User is untrue, inaccurate or is not current or complete or (c) MatchB2B believes that User’s actions or inactions may cause financial loss or legal liability to MatchB2B (or its affiliates of their respective Representatives) or any other Person. Any such suspension or termination shall not relieve User of its obligations to MatchB2B and MatchB2B reserves any and all other remedies at law or equity.

4. MatchB2B reserves the right to cooperate fully with Governmental Authorities, private investigators and/or injured third parties in the investigation of any suspected criminal or civil wrongdoing. Notwithstanding anything else in this Agreement or MatchB2B’s Privacy Policy, MatchB2B may disclose User's identity and confidential or other information, if required by Applicable Law, requested by a Governmental Authority or as a result of a subpoena or court order, and MatchB2B shall not be liable or responsible for any Liability or results thereof and User agrees not to bring any action or claim against MatchB2B relating to such disclosure.

5. MatchB2B shall not be liable or responsible to User in the event MatchB2B takes any of the actions mentioned in this Section 14, and User agrees to bear the sole risk that MatchB2B may take such actions.

6. During the term of this Agreement and for a period of 3 years thereafter, User shall preserve and allow MatchB2B to inspect all of User’s and its agents’ books, records and accounts that are reasonably necessary for MatchB2B to review in order to verify that User is in compliance with the terms of this Agreement.

15. Restrictions on Use of Website

1. In using the Website or services accessed through the Website (including posting any of User’s User Information on the Website, providing it to MatchB2B or authorising MatchB2B to display it on the Website), User shall not:

   1. violate any provision of this Agreement, any of the Policies or any third party rights;

   2. violate any Applicable Law (including without limitation those governing consumer protection, antitrust, unfair competition, public procurement, anti-discrimination, false advertising, export control and taxation);
      
      
   3. violate any public procurement laws, rules or procedures that may be applicable to User;
      
      
   4. use the Website if User is not able to form legally binding contracts, is under the age of 18, or is temporarily or indefinitely suspended from the Website or any of its services;
      
      
   5. promote discrimination based on race, sex, religion, nationality, disability, sexual orientation or age;
      
      
   6. be part of a scheme to defraud other users of the Website or for any other unlawful purpose;
      
      
   7. post or provide any information that contains fraudulent information or make fraudulent offers or requests to purchase or sell any products or services;
      
      
   8. participate in any bribery or make improper payments, including in contravention of the US Foreign Corrupt Practices Act;
      
      
   9. sell or attempt to sell counterfeit or stolen products whose sales and/or marketing is prohibited by Applicable Law;
      
      
   10. link directly or indirectly to, or include descriptions of, products or services that are prohibited under this Agreement;
       
       
   11. post or provide any information that is obscene, pornographic, indecent or otherwise contains or infers any pornography or sex-related merchandising or services or any other content or otherwise promote sexually explicit materials or is otherwise harmful to minors;
       
       
   12. impersonate any other Person or misrepresent User’s (or its affiliate’s or their respective Representative’s) affiliation with any other Person;
       
       
   13. infringe or otherwise abet or encourage the infringement or violation of MatchB2B’s or any third party’s Intellectual Property Rights or rights of publicity or privacy or other legitimate rights (including any rights of other users relating to the sale or purchase of products or services the subject of a RFB or Bid that so infringes or violates);
       
       
   14. copy, reproduce, modify, create derivative works from, distribute, or publicly display (i) any content (except for User’s User Information) from the Website without the prior written consent of MatchB2B or other third party, as applicable or (ii) MatchB2B’s trademarks or other Intellectual Property Rights;
       
       
   15. post false, inaccurate, misleading, defamatory, threatening, harassing or libelous content (including personal information);
       
       
   16. post content or items in an inappropriate category or area on the Website;
       
       
   17. distribute or post spam, chain letters, or pyramid schemes;
       
       
   18. upload, post, email or otherwise transmit any unsolicited or unauthorised advertising or promotional material or invade another user’s privacy or encourage conduct that would constitute a criminal offence, give rise to civil liability, or otherwise violate any Applicable Law;
       
       
   19. harvest or otherwise collect information about another user of the Website, including email addresses, without such other user’s prior written consent;
       
       
   20. solicit business from any other user in connection with a commercial activity that, directly or indirectly, competes with MatchB2B;
       
       
   21. circumvent or manipulate fees or amounts owed to MatchB2B;
       
       
   22. take any action that may undermine the feedback or rating systems of users on the Website (including posting false, inaccurate or misleading ratings or feedback or displaying, importing or exporting feedback information off of the Website or using it for purposes unrelated to MatchB2B);
       
       
   23. interfere with another user's RFB, Bid or other information posted on the Website; or
       
       
   24. otherwise create any Liability for MatchB2B (or its affiliates or their respective Representatives).
       
       
2. Messages or information sent by User through communication systems provided by the Website (such as User’s Email Account) or through email, fax or letters to addressees obtained from the Website, must not violate any of the provisions of Section 15.1 above.
   
   
3. If User is a Governmental Authority (or other public authority), User must strictly comply with all public procurement rules and procedures relating to any RFB posted on the Website. Such RFB must also clearly specify that it is a public customer, that the project is a public procurement project and include (or link to) the relevant rules or procedures that bidders must comply with in participating in the bid.
   
   
4. User must develop and make its Bid independently of other bidders. Competing bidders must not reach or make any understanding or arrangement with each other that may interfere with the competitive bidding process facilitated by the Website, including participating in bid rigging, collusive bidding, information exchanges between bidders, agreeing on prices or terms the subject of a Bid, submitting a ‘courtesy’ bid etc.

16. No Interference with the Websitee

In using the Website or services accessed through the Website (including posting any of User’s User Information on the Website, providing it to MatchB2B or authorising MatchB2B to display it on the Website), User shall not:

1. distribute any viruses, trojan horses, worms, time bombs, cancelbots or other computer programming routines or destructive devices or codes that are intended to, or have the effect of, damaging, harming, interfering with, intercepting or expropriating any hardware system, software, data or personal information;

2. undertake any scheme to undermine the integrity of the computer systems or networks used by MatchB2B and/or any other user or attempt to gain unauthorised access to such computer systems or networks;

3. take any action that imposes or may impose (in MatchB2B’s sole opinion) an unreasonable or disproportionately large load on MatchB2B’s infrastructure, including but not limited to "spam" or other such unsolicited mass emailing techniques;

4. interfere with or disrupt the services of the Website or act in a manner that negatively affects the ability of any other user or MatchB2B to engage in reasonable usage of the Website; or

5. bypass MatchB2B’s robot exclusion headers or other measures that MatchB2B may use to prevent or restrict access to the Website.

17. User Information

1. MatchB2B does not endorse, does not control and is not liable or responsible for any content, material, information, document, text, images, picture, sound, graphic, video clips, files and other data (“User Information”) that User or any other Person posts on the Website, provides to MatchB2B or authorises MatchB2B to display on the Website, including but not limited to any RFB, Bid, forum posting or email message posted, listed, displayed or sent on or through the Website. User is solely responsible for its User Information.

2. User shall only provide MatchB2B with true, accurate, current and complete User Information and maintain and promptly update all of its User Information to keep it true, accurate, current and complete.

3. User represents and warrants to MatchB2B that:

   1. it has obtained all necessary third party copyright, trademark trade secrets or patent licenses and permissions (or such other licenses or permissions as may be required in connection with any other personal or proprietary rights of any third party (including but not limited to rights of personality and rights of privacy)) for all User Information that it posts on the Website, provides to MatchB2B or authorises MatchB2B to display on the Website;

   2. none of its User Information, or products or services the subject of User’s RFB or Bid, violates any third party’s Intellectual Property Rights or rights of personality or privacy, or is posted without the permission of the owner(s) of such rights; and

   3. it has full and unfettered right to perform, provide, manufacture, offer, sell, purchase, import, export or distribute, as the case may be, the products or services the subject of a RFB or Bid posted by User.

4. No agency relationship is created between, on the one hand, MatchB2B (or MatchB2B’s affiliates or their respective Representatives) and, on the other hand, User by virtue of MatchB2B's display of any of User’s User Information on the Website.

5. MatchB2B reserves the right, in its sole discretion, to take any action with respect to User, its Account and/or its User Information if User’s User Information becomes the subject of an actual or threatened lawsuit or other legal action, or if MatchB2B believes, in its sole opinion, that such User Information violates any Third Party Rights, is unlawful, could subject MatchB2B or any other Person to any Liability, violates this Agreement or is otherwise found inappropriate. Such action includes, without limitation, the right to immediately remove any User Information displayed on the Website and suspend or terminate User’s Account.

6. User acknowledges that the User Information of other users is provided on an "AS IS" basis and may contain inaccuracies or typographical errors. User is solely responsible for verifying the accuracy of all User Information of other users. MatchB2B is not responsible for the accuracy, propriety, lawfulness or truthfulness of any other user’s User Information, and shall not be liable or responsible to User in the even of reliance on such other user’s User Information.

18. License of User Information

User hereby grants to MatchB2B a non-exclusive, worldwide, perpetual, royalty free, irrevocable, sublicensable (through multiple tiers) license to:

1. use and reproduce or display on the Website all of User’s User Information and intellectual property marks, which includes User’s trademarks, trade names, logos and service marks, and to exercise the copyright, publicity, and database rights User may have in such User Information and marks, for purposes of the Website;

2. use, reproduce, distribute, display and transmit User’s User Information to other Persons via the Website, including the right to print or keep electronic records of all or any portion of User’s User Information for internal purposes; and

3. modify the format, structure and organization of User’s User Information solely for the purpose of integrating such User Information into the Website or otherwise pursuant to MatchB2B’s technical requirements.

19. MatchB2B Content and Other User’s Website Content

1. MatchB2B is the sole owner or lawful licensee of all right, title and interest in and to:
   
   
   1. the Website, including but not limited to graphical designs, names, icons, interfaces and other design elements (for example, the “look and feel”, selection and arrangement of materials on the Website);
      
      
   2. all “MATCHBB2B” (or similar) trademarks, service marks, trade dress, logos, domain names, trade names and corporate names (whether or not registered), including all variations, derivations, combinations, registrations and applications for registration of the foregoing;
      
      
   3. all Website Content (as defined below), software and technology that MatchB2B makes available to others or that MatchB2B develops, including all copyrights, patents, trademarks, and other Intellectual Property Rights relating thereto; and
      
      
   4. all other Intellectual Property Rights that MatchB2B (or its affiliates or their respective Representatives) makes, conceives, expresses, develops and/or reduces to practice,

   (together, the “MatchB2B Content”). The MatchB2B Content embodies trade secrets and Intellectual Property Rights protected under worldwide copyright and other laws. No person may use, copy, modify or publish any MatchB2B Content without the prior written consent of MatchB2B. All rights not otherwise claimed under this Agreement or by MatchB2B are hereby expressly reserved. No person may remove any copyright, trademark, or other intellectual property or proprietary notice or legend contained in or on the Website, including in any MatchB2B Content.

2. User shall not sell, modify, copy, download, reproduce, display, publicly perform, distribute or otherwise use any MatchB2B Content or any other user’s Website Content in any way for the purpose of (a) re-selling or re-distributing it, (b) mass mailing (via emails, wireless text messages, physical mail or otherwise), (c) operating a business that competes with MatchB2B or (d) any other public or commercial purpose (such as commercially exploiting it). The "Website Content" means any and all content, material, information, document, text, images, picture, sound, graphic, video clips, directories, files, databases, listings and other data available on or through the Website.

3. Use of the MatchB2B Content or another user’s Website Content for any purpose not expressly permitted in this Agreement is prohibited. The following use is strictly prohibited:

   1. systematic retrieval of MatchB2B Content or any other user’s Website Content from the Website to create or compile, directly or indirectly, a collection, compilation, database or directory (whether through robots, spiders, automatic devices or manual processes);

   2. any reproduction, reverse engineering, decompilation, disassembly, modification or creation of derivative works with respect to any MatchB2B Content or another user’s Website Content.

   3. use of MatchB2B Content or another user’s Website Content for any purpose other than to print such copies to the extent necessary to post RFBs, place Bids and use the other services of the Website.

4. All or some of MatchB2B’s Content may be protected by copyright under Applicable Law and any unauthorised use of it may violate copyright, trademark and other laws. Certain MatchB2B Content is licensed from third parties and all Intellectual Property Rights in that licensed Website Content belongs to the relevant third party.

5. Any use of MatchB2B Content or another user’s Website Content in breach of this Section 19 is strictly prohibited and may result in immediate suspension of User’s User Account. Upon suspension or termination of this Agreement or User’s User Account and/or Email Account, User’s permission to use of MatchB2B Content or another user’s Website Content automatically terminates and User must immediately destroy any copies made of such material.

20. Third Party Content on Website

Some of the content, material, information, document, text, picture, sound, graphic, video and other data displayed on the Website is provided or posted by third parties ("Third Party Content"). MatchB2B is not the author of Third Party Content, whether contributed by anonymous users or paid content providers. Any Third Party Content is the sole responsibility of the Person who provided the content. MatchB2B is not responsible for the accuracy, propriety, lawfulness or truthfulness of any Third Party Content, and shall not be liable or responsible to User in connection with User's reliance of such Third Party Content.

21. Links to Third Party Websites

The Website may contain links to other sites not supported by MatchB2B or not under the control or operation of MatchB2B. Such external links are provided solely as a convenience to users. The inclusion of any link does not constitute an endorsement, authorization, sponsorship, affiliation or monitoring by MatchB2B with respect to such linked site or its owners. MatchB2B has not verified the accuracy or completeness of any information in such linked sites, and makes no representations as to the information contained therein. Accessing any linked sites is at User’s own risk. User should review the applicable terms of use and privacy policies in connection with its access and use of such third party sites.

22. MatchB2B not Responsible for RFBs and Bids

1. User understands and agrees that the Website is only an electronic venue for users to post RFBs, place Bids and exchange information with one another. MatchB2B is not a traditional auctioneer of products or services.

2. MatchB2B does not control any RFBs or Bids placed through the Website and MatchB2B does not represent any user in posting a RFB or placing a Bid. MatchB2B can not and will not act in any capacity (including but not limited to User’s agent or intermediary) with respect to influencing or amending the rules, practices or procedures of the user posting a RFB, including, but not limited to, deadlines or information required. If User is a successful bidder in relation to any RFB, User will be notified directly by the user placing the RFB. MatchB2B does not accept any responsibility in processing any notification between users.

3. User fully assumes any risk of liability or harm incurred in connection with any RFB or Bid placed through the Website. Such risks include, without limitation:

   1. inaccuracy, impropriety, unlawfulness or untruthfulness in any RFB posted or Bid placed through the Website or information or link (including any User Information or Third Party Content) posted on the Website;

   2. misrepresentation, fraudulent schemes, unsatisfactory quality, failure to meet specifications, defective or dangerous products or services, unlawful products or services, delay or default in delivery or payment, cost miscalculations, breach of warranty, breach of contract or transportation accidents;

   3. the risk that consumers, other purchasers, end-users of products or services or others claiming to have suffered injury or harm relating to products or services may suffer harm and/or assert claims arising from their use of such products or services;

   4. the risks that the manufacture, importation, export, distribution, offer, display, purchase, sale and/or use of products or services may violate or may be asserted to violate third party’s Intellectual Property Rights; and

   5. costs of defence or other costs in connection with a third parties' assertion of violation of its Intellectual Property Rights, including any claim by such third party that they are entitled to defence or indemnification in relation to assertions of such rights.

   MatchB2B is not responsible for any RFB posted or any Bid placed through the Website, including any Liability arising in connection with any of the abovementioned risks.

4. If User wishes to place any Bid through the Website, User acknowledges and agrees that it is User’s responsibility:

   1. if it wishes to upload data or information for inclusion in a Bid placed through the Websites to ensure that such data or information is in a standardised electronic form and configuration both with the systems and requirements of MatchB2B and the user posting the RFB; and

   2. to ensure that its Bid is placed before the expiry date of the RFB. The user posting the RFB will stipulate the expiry date of the RFB as part of the RFB.

23. Bidding and Contracting Arrangements Entered into Between Users

1. All Bids placed through MatchB2B are non-binding. If User wishes to enter into a binding bid or contract with another user, User must do so independently of MatchB2B and outside of the website.

2. MatchB2B is not involved in any contract, agreement, arrangement, understanding, letter of intent or similar, whether oral or written, entered into between User and any other Person for the performance, purchase or supply of any products or services the subject of any RFB or Bid or otherwise arising as a result of any Person’s use of the Website or its services (“Contracting Arrangement”).

3. Any and all Contracting Arrangements shall be entered into independently of, and outside, MatchB2B by and under separate agreement between User and the other relevant Person. Users shall not enter into any Contracting Arrangements through the Website.

4. The decision of User to enter into any Contracting Arrangement with another Person is solely the decision and responsibility of User. Accordingly:

   1. User is solely responsible for, and fully assumes all risks of, entering into any Contracting Arrangement (including all terms and conditions thereof);

   2. MatchB2B is not liable or responsible for any products or services the subject of a RFB or Bid, including the price, terms and condition, conformance, quality, safety, availability, suitability, legality or the truth or accuracy of any such products or services;

   3. MatchB22B cannot and does not control whether any other Person will actually complete a Contracting Arrangement and is not liable or responsible for the ability or non-ability of such other Person to perform any Contracting Arrangement;

   4. MatchB2B will not provide any Person with any materials or tools with which to complete any Contracting Arrangement; and

   5. any and all problems, complaints or questions regarding the work environment, performance or other terms and conditions of a Contracting Arrangement must be resolved by and between the parties thereto and shall not involve MatchB2B.

24. Premium Members

This Section 24 applies to all users who register to become a Premium Member of the Website:

1. If User wishes to access the Premium Services, User must register as a Premium Member of MatchB2B.

2. In consideration of being granted access to the Premium Services, at the same time as registering as a Premium Member, User agrees to pay to MatchB2B any subscription fees advertised from time to time on the Website for registration as a Premium Member (“Subscription Fees”). Subscription Fees may change from time to time and are payable as advertised on the Website. User shall pay the Subscription Fees in full at the time of registration as a Premium Member and a receipt for such payment will be sent electronically to User. A User may not, for any reason, subtract or set-off any amount that MatchB2B may owe User from any fees or charges that User owes MatchB2B.

3. User shall be solely responsible for calculating, paying and reporting all taxes, duties or charges of any kind (including withholding or value added taxes) that may be imposed by any Governmental Authority or other Person applicable to the Subscription Fees or User’s use of the Website and its services, excluding only those taxes based solely on MatchB2B’s net income. MatchB2B is not obligated to determine the applicability of, or to collect, remit or report, any such taxes, duties or charges.

4. User’s subscription to MatchB2B is non-refundable and non-transferable. If MatchB2B suspends or terminates the provision of any services through the Website to a Premium Member, User shall not be entitled to a refund or reimbursement of any Subscription Fees already paid by User. Such subscription fees shall be forfeited in full to MatchB2B.

25. Disclaimer of Warranties

1. ALL MATERIALS, INFORMATION OR OTHER CONTENT DOWNLOADED OR OTHERWISE OBTAINED ON OR THROUGH THE USE OF THE WEBSITE IS DONE AT USER’S OWN DISCRETION AND RISK AND USER WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO ITS COMPUTER SYSTEM OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OF ANY SUCH WEBSITE CONTENT.

2. THE CONTENT, FEATURES AND SERVICES ON THE WEBSITE ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS AND WITHOUT WARRANTY OF ANY KIND (EXPRESS OR IMPLIED, ARISING BY STATUTE OR OTHERWISE IN LAW OR FROM A COURSE OF DEALING OR USAGE OR TRADE), TO THE FULLEST EXTENT PERMISSIBLE PURSUANT TO APPLICABLE LAW.

3. MATCHB2B DOES NOT WARRANT THAT THE CONTENT, FEATURES OR SERVICES ON THE WEBSITE WILL BE FIT OR SUITABLE FOR ANY PARTICULAR PURPOSE AND EXPRESSLY DISCLAIMS ALL AND ANY IMPLIED WARRANTIES, INCLUDING, WITHOUT LIMITATION, WARRANTIES OF CONDITION, QUALITY, DURABILITY, PERFORMANCE, ACCURACY, RELIABILITY, TITLE, NON-INFRINGEMENT, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.

4. MATCHB2B MAKES NO REPRESENTATIONS OR WARRANTIES AS TO ANY USER INFORMATION OR WEBSITE CONTENT MADE AVAILABLE ON OR THROUGH THE WEBSITE. MATCHB2B SHALL HAVE NO RESPONSIBILITY OR LIABILITY FOR ANY INFORMATION, TRANSACTION, TRANSMISSION, SUBMISSION, CORRESPONDENCE, STORAGE, IDENTIFICATION, SCREENING, COMPLIANCE ISSUES, ISSUE OF DIGITAL IDENTIFICATION, UNLAWFUL TRANSACTIONS BY ANY PERSON IN CONNECTION WITH OR ARISING OUT OF USE OF THE WEBSITE, INCLUDING THE POSTING OF ANY RFB, BID, EMAIL OR FORUM POSTING.

5. MATCHB2B ASSUMES NO RESPONSIBILITY FOR, AND MAKES NO REPRESENTATIONS OR WARRANTIES:

   1. THAT THE SERVICES OFFERED BY THE WEBSITE WILL MEET USER’S REQUIREMENTS;

   2. THAT THE FUNCTIONS AND INFORMATION CONTAINED ON THE WEBSITE WILL BE AVAILABLE ON AN UNINTERRUPTED BASIS, WILL BE TIMELY OR ERROR-FREE, OR WILL NOT CONTAIN ANY VIRUSES OR OTHER HARMFUL COMPONENTS;

   3. AS TO THE VALIDITY, ACCURACY, CORRECTNESS, RELIABILITY, QUALITY, STABILITY, COMPLETENESS OR CURRENTNESS OF ANY INFORMATION POSTED OR PROVIDED ON OR THROUGH THE WEBSITE;

   4. AS TO THE QUALITY, IDENTITY OR RELIABILITY OF ANY OTHER USER OF THE WEBSITE OR THIRD PARTY;

   5. THAT THE PROVISION, MANUFACTURE, IMPORTATION, EXPORT, DISTRIBUTION, OFFER, DISPLAY, PURCHASE, SALE AND/OR USE OF PRODUCTS OR SERVICES THE SUBJECT OF A RFB OR BID DOES NOT VIOLATE ANY THIRD PARTY RIGHTS;

   6. THAT ANY OTHER USER WILL PURCHASE ANY OF USER’S GOODS OR SERVICES; OR

   7. OTHERWISE CONCERNING ANY PRODUCT OR SERVICE THAT IS THE SUBJECT OF A RFB OR BID.

   ALL SUCH WARRANTIES, REPRESENTATIONS, CONDITIONS, UNDERTAKINGS AND TERMS ARE HEREBY EXCLUDED AND EXPRESSLY DISCLAIMED BY MATCHB2B.

6. The disclaimers and limitations on warranties under this Section 25 shall apply to the maximum extent permitted by Applicable Law and shall inure to the benefit of MatchB2B (and its affiliates and their respective Representatives).
   

26. Indemnity

1. User hereby indemnifies, defends and holds MatchB2B (and its affiliates and their respective Representatives) harmless from and against any and all Liability that may, directly or indirectly, arise or result from:

   1. User’s breach of any of the terms or conditions of this Agreement or any Policy;

   2. any matter in this Agreement or any Policy that is stated to be the responsibility of User or not to be the responsibility of MatchB2B;

   3. any breach by User of any Applicable Law or Third Party Right;

   4. any negligent or intentional wrongdoing by User;

   5. User's use or misuse of the Website or its services (including but not limited to the display of User's User Information on the Website);

   6. any claim asserted by Third Party Rights claimants or other third parties relating to any of User’s User Information posted, listed or displayed on, or sent by user through, the Website or any products, services the subject of a RFB or Bid posted by User; or

   7. any business or other dealing conducted between User and any other Person or any Contracting Arrangement entered into by User, including any RFB or Bid placed or received by User or any contract entered into by User.

   MatchB2B is not responsible for and shall have no Liability to User for any of the above matters.

2. MatchB2B reserves the right, at its own expense, to assume the exclusive defence and control of any matter otherwise subject to indemnification by User, in which event User shall reasonably cooperate with MatchB2B in asserting any available defences.

27. Limitation of Liability

1. User shall assume sole responsibility and risk for the use of the Website. It is the responsibility of User to verify any information before relying on it.

2. MatchB2B cannot guarantee continuous or secure access to its services on the Website, and User acknowledges that operation of the Website may be interfered with by numerous factors outside of MatchB2B’s control.

3. USER EXPRESSLY UNDERSTANDS AND AGREES THAT MATCHB2B SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES, WHETHER IN CONTRACT, TORT, STRICT LIABILITY OR OTHERWISE, AND WHETHER OR NOT SUCH DAMAGES ARE FORESEEN OR UNFORESEEN, INCLUDING BUT NOT LIMITED TO, DAMAGES FOR LOST TIME, LOST MONEY, LOST PROFITS, LOSS OF GOOD WILL, LOSS OF BUSINESS OPPORTUNITIES.

4. In no event shall MatchB2B be liable or responsible for any Liability arising or resulting, directly or indirectly, from:

   1. the use or inability to use the Website;

   2. any delay, interruption or unavailability of the services of the Website, including the cost of procurement of any substitute goods and services resulting from any suspension, termination, delay or interruption in the services of the Website;

   3. statements or conduct of any other user on the Website;

   4. any fraudulent or mistaken identity assumed by any Person using the Website or any unauthorised use of any digital certification issued thereunder;

   5. any material downloaded or otherwise obtained through the Website or any damage to User’s computer system or loss of data that results from the download of any such material;

   6. any decision made or action taken by User in reliance on the Website or its contents, including entering into any Contracting Arrangement;

   7. any defect in goods, samples, data, information or services purchased or obtained from another user or a third-party service provider in connection with any RFB, Bid, email or forum posting posted on the Website;

   8. violation of Third Party Rights or claims or demands that Users' manufacture, importation, export, distribution, offer, display, purchase, sale and/or use of products or services that are the subject of a RFB or Bid may violate or may be asserted to violate Third Party Rights; or any claim by any Person that they are entitled to defence or indemnification in relation to assertions of rights, demands or claims by Third Party Rights claimants;

   9. unauthorised access by third parties to data or private information of any user or unauthorized alteration of User’s transmissions or data; or

   10. any matter described in Section 25.5 (for which no representations or warranties are provided by MatchB2B).

5. Regardless of any of the above, to the maximum extent permitted by Applicable Law, the total liability of MatchB2B (and its affiliates and their respective Representatives) to User relating to this Agreement or arising from the Website or the services or information provided through the Website, whether based on contract, tort, negligence, or any other theory of liability, shall be in damages and shall not exceed $10. Any such action or claim must be filed within three (3) months from the date the cause of action arose. Nothing in this Agreement shall preclude the requirement by the claimant to prove actual damages.

6. The limitations on MatchB2B’s liability under this Section 27 shall only apply to the maximum extent permitted by Applicable Law and shall inure to the benefit of MatchB2B (and its affiliates and their respective Representatives).

28. Release

In the event that User has a dispute with another user, User hereby releases MatchB2B (and its affiliates and their respective Representatives) from any and all Liability arising out of or resulting from such dispute. To the extent permitted by Applicable Law, User hereby waives the provisions of any state or other law limiting or prohibiting a general release.

29. Representations and Warranties of User

User represents and warrants to MatchB2B as of each date that User uses the Website that:

1. it has full power and authority to enter into this Agreement, to grant MatchB2B the rights hereunder and to carry out the provisions hereof;

2. it has taken all action necessary to authorise the entry into this Agreement and the fulfilling of its obligations under this Agreement;

3. it can legally enter into this Agreement;

4. if User is an entity, it is duly organized or incorporated and validly existing under the laws of the state or country of its organization or incorporation; and

5. it is in compliance with all Applicable Laws in performing this Agreement.

30. Term and Termination

1. This Agreement shall become effective upon User first using the Website.

2. MatchB2B may, at any time in its sole discretion, (a) limit, suspend or terminate User’s access to the Website or its services (or any part thereof), including User’s Account, Email Account, Password or Username, (b) delay, discard or remove any User Information from the Website and (c) take any technical and legal steps to keep User off the Website, in each case, unilaterally and without notice. Without limitation, such actions may be taken if (i) MatchB2B believes User has breached any provision of this Agreement (or any of its Policies) or any Applicable Law or is acting inconsistently with the letter or spirit of the Website, (ii) MatchB2B has reasonable grounds to suspect that any of User’s User Information is untrue, inaccurate or is not current or complete, (iii) MatchB2B believes that User’s actions or inactions may cause financial loss or legal liability to MatchB2B (or its affiliates or their respective Representatives) or any other users, (iv) MatchB2B considers that User is creating problems or (v) any proceeding under any bankruptcy or insolvency law is brought against User, a receiver is appointed to User or its assets or User makes an assignment for the benefit of its creditors.

3. MatchB2B shall not be liable or responsible to User or to any third party for any suspension or termination of any actions taken by MatchB2B under this Section 30.

4. Nothing herein shall require MatchB2B to continue providing the services of the Website. MatchB2B may, at any time in its sole discretion, cease operation of the Website or any services provided thereon.

5. The following Sections survive termination of User’s access to the Website or its services: Section 19 (MatchB2B Content and Other User’s Website Content), Section 24.2 (for fees incurred prior to termination), Section 25 (Disclaimer of Warranties), Section 26 (Indemnity), Section 27 (Limitation of Liability), Section 28 (Release), Section 33 (Default Interest), Section 35 (Specific Performance), Section 36 (Notices), Section 37 (Entire Agreement), Section 38 (Waiver), Section 39 (Severability), Section 40 (Assignment), Section 31 (Governing Law; Jurisdiction; Waiver of Jury Trial), Section 42 (Other Definitions and Interpretative Provisions) and Section 43 (Definitions).

31. Force Majeure

MatchB2B shall not be liable or responsible for any delay, failure or disruption of the content or services delivered through the Website or for any failure or delay in performing any obligation under this Agreement resulting directly or indirectly from any labor disturbances, shortages of labor or materials, accidents, fires, floods, telecommunications, computer, equipment or Internet failures, electrical power failures, strikes, wars, insurrections, civil disturbances, riots, rebellions, terrorism, blockades, acts of God, acts of government, governmental requirements and regulations or restrictions imposed by law, orders of domestic or foreign courts or tribunals or non-performance of third parties or any other act of nature, force or cause or conditions beyond the reasonable control of MatchB2B (each a “Force Majeure Event”). Such delay, failure or disruption shall be excused for so long as such Force Majeure Event shall be continuing.

32. State Specific Legal Notice

Pursuant to California Civil Code Section 1789.3 and California Business and Professions Code Section 17538, residents of California are hereby advised of the following: MatchB2B, located in New York, New York, is the provider of the electronic commercial service on the Website. User is notified in advance regarding any applicable service charges or subscription fees. The Complaint Assistance Unit of the Division of Consumer Services of the Department of Consumer Affairs in California may be contacted in writing at 400 R. Street, Suite 3090, Sacramento, CA 95814 or by calling 1-800-952-5210. Upon User’s request, User may have this Agreement sent to you by email. Please feel free to contact MatchB2B to resolve any complaint regarding any aspect of service relating to the Website by writing at the address specified under Section 36.

33. Default Interest

MatchB2B may impose interest on any amounts, including Subscription Fees, due and not received by MatchB2B on or before the due date for payment of such amount. This interest will be equal to 10% per annum, or the maximum annual charge permitted by law, whichever is greater, payable upon demand and calculated on a daily basis from the due date of payment to the date payment is received by MatchB2B. In addition, should User not pay MatchB2B in full by the due date, User’s access rights to the Website may be terminated or suspended until full payment of the overdue amount is received.

34. Relationship between User and MatchB2B

The relationship of User and MatchB2B is that of independent contractors, and nothing contained in this Agreement or otherwise shall be construed or implied to create a relationship of agency, partnership, joint venture, employee-employer, franchiser-franchisee relationship or other representation between User and MatchB2B for any purpose whatsoever or to give User the power to direct or control the day-to-day activities of MatchB2B, nor shall User have the right or authority to assume, create or incur any third party liability, contract, agreement, obligation, warranty or representation, of any kind, express or implied, against or in the name of or on behalf of MatchB2B.

35. Specific Performance

User agrees that irreparable damage would occur if any provision of this Agreement were not performed in accordance with the terms hereof and that MatchB2B shall be entitled to an injunction or injunctions to prevent any breach of this Agreement by User or to enforce specifically the performance of the terms and provisions hereof in the courts of the State of New York, in addition to any other remedy to which MatchB2B may be entitled at law or in equity.

36. Notices

1. All notices and other communications to MatchB2B that is required or permitted under this Agreement shall be in writing and shall be delivered by facsimile transmission or by email as follows:

   MatchB2B, LLC
   Attention: Legal Department
   Facsimile: +1 (212) 202-6130
   Email: legalnotices@matchb2b.net

2. All notices and other communications to User that is required or permitted under this Agreement shall be in writing and shall be delivered personally, sent by courier, certified mail, by facsimile or email to the last-known correspondence, fax or email address provided by User to MatchB2B, or by posting such notice or demand on an area of the Website that is publicly accessible without a charge.

3. Each such notice or other communication shall, as permitted under Section 36.1 and 36.2 above, be treated as effective or having been given (i) if delivered personally, when delivered (ii) if sent by facsimile, the date of confirmation that the facsimile has been successfully transmitted to the facsimile number for the party notified, (iii) if sent by mail, at the earlier of its receipt or 72 hours after the same has been deposited in a regularly maintained receptacle for the deposit of the United States mail, addressed and mailed as aforesaid, (iv) if sent by nationally recognized overnight courier service, the first Business Day following the deposit of such notice with such courier service. Without limiting the above, such notice or communication to User shall also be deemed to be effective or having been given if and when (A) MatchB2B is able to demonstrate that communication, whether in physical or electronic form, has been sent to User or (B) immediately upon MatchB2B's posting such notice on an area of the Website that is publicly accessible without charge.

37. Entire Agreement

This Agreement (including all Policies) constitute the entire agreement between User and MatchB2B with respect to their subject matter and supersede all prior agreements, negotiations and understandings, both oral and written, between User and MatchB2B with respect to their subject matter. Any representations, promises or conditions not expressly incorporated herein shall not be binding upon MatchB2B or its affiliates.