LEGAL TERMS AND CONDITIONS

Information on this Platform is restricted for the sole purpose of offering and obtaining services. Any other use, commercial or personal, is prohibited.

Definitions

"OnForce", "we", "us" and "our" means OnForce, Inc.and its affiliates and subsidiaries.

"Platform" means the venue created by OnForce and includes all web sites operated by OnForce. It includes all the services and information available to Users after login and/or via secure access, all domains and sub-domains owned and registered by OnForce, all applications, the APIs, our forums, and all communication tools provided by OnForce.

"User", "you" and "your" means a user of the Platform and the organization for whom such user is accessing or otherwise making use of our Platform or the services available under our Platform.

"Buyer" means a User of the Platform seeking a service or services.

"Professional" means a User of the Platform who makes themselves available to deliver a service or services.

This User Policy describes additional legal terms and conditions applicable to your use of our services available under the domain and sub-domains of OnForce, Inc., including, without limitation, the use of the Platform, and the general principles for the web sites of our other divisions or subsidiaries as they may exist. If you do not agree to be bound by the legal terms and conditions of this User Policy, please do not use or access our services.

You must read, agree with and accept all of the terms and conditions contained in this User Policy and our other policies, which include those terms and conditions expressly set out below and those incorporated by reference, before you may become a User of OnForce.

By using our Platform or registering for our service, as either a Buyer or Professional, you accept the terms of this User Policy and our other polices available at http://www.onforce.com/view/policies

General Terms and Conditions

1. Our Platform is a venue
   Our Platform acts as a venue to allow technology providers ("Professionals") and purchasers and end users of technology services ("Buyers") to offer, sell, and buy services at any time. We are not involved in the actual transaction between Buyers and Professionals on the Platform. As a result, we have no control over the quality, safety or legality of the services offered or advertised, the truth or accuracy of the services or the ability of Professionals to provide services. We cannot ensure that a Buyer or Professional will actually complete a transaction and/or will do so in accordance with your expectations and/or requirements.

   1. Release
      Because we are a venue serving Professionals and Buyers, in the event that you have any dispute with or claim against one or more Users, you release OnForce (and our officers, members, agents, subsidiaries, joint ventures and employees) from all claims, demands and damages (actual and consequential) of every kind and nature, known and unknown, suspected and unsuspected, disclosed and undisclosed, arising out of or in any way connected with such disputes. You agree to indemnify and hold us and (as applicable) our parent, subsidiaries, affiliates, officers, members, agents, and employees, harmless from any claim, demand or liability, including reasonable attorneys' fees, related to any dispute with or claim against one or more Users.

   2. In the event any User has any issues which may result in a claim against OnForce, with respect to their use of the Platform, User must raise such issue in writing with OnForce within thirty (30) days of occurrence. Otherwise, OnForce shall be deemed released from any obligations it might have. Such notice shall be made in writing to:

      OnForce, Inc. Attn: Legal Department, 10 Maguire Road, 3rd Fl, Suite 232, Lexington, MA 02421.

   3. If you are a California resident, you waive California Civil Code § 1542, which says: "A general release does not extend to claims which the creditor does not know or suspect to exist in his favor at the time of executing the release, which if known by him must have materially affected his settlement with the debtor."

2. Intellectual Property

   You acknowledge that OnForce has expended significant effort and money to promote its trademarks, and to create its Platform, user interface and network (which network is proprietary and covered by applications pending in the U.S. Patent and Trademark Office). You further acknowledge that OnForce owns all right, title and interest in its trademarks, Platform, user interface and network, including without limitation all intellectual property rights and other proprietary rights. You will not (i) copy, reproduce, modify, publish, transmit, or distribute in any way, content found on the Platform without OnForce's prior written permission or (ii) use the OnForce interface or network except as expressly provided in this User Policy or other policies and agreements between you and OnForce.

   1. Prohibited Actions
      1. The Platform is currently designed to be used only within the United States of America, Puerto Rico, and Canada. Use of our Platform for any activity outside of these areas requires express written consent from OnForce.
      2. You will not attempt to (i) circumvent the Platform in any way, including dealing outside of the Platform with any party introduced to you through the Platform.
      3. By your use of the Platform, you agree to the terms of OnForce's Non-Compete Policy.

   Non-Compete Policy

   During the term of the User Policy and for a period of three years after such relationship has ended, no person, business or other entity who is subject to this User Policy shall carry on or engage in a business that is similar to the business of OnForce, Inc. or that otherwise offers products or services similar to those offered or maintained by OnForce, Inc. The prohibition set forth above shall be applicable to the following territories: (1) a 100-mile radius in all directions from the User's business address, and (2) a 100-mile radius in all directions from each of OnForce, Inc.'s other Buyer's/Professional's business locations.

   No person, business or other entity who is subject to this User Policy shall access the Platform to perform research or otherwise misappropriate information available on the Platform with the intent to provide such information to a competitor of OnForce, Inc. or to use such information, or assist others in using such information, to (i) solicit current customers of OnForce, Inc. or any of its subsidiaries or affiliates, or (ii) create a competing marketplace or platform or otherwise offer products or services similar to those offered or maintained by OnForce Inc.

   This User Policy in no way precludes a User from delivering or purchasing services to or from (1) any of their existing Buyers or Professionals, or (2) anyone with whom they come into contact independent of the Platform, or from registering or contracting with one or more competitors of OnForce, Inc. as a user of such competitor's marketplace or platform.

   For the purposes of this User Policy, (a) the "business of OnForce, Inc." is defined as a marketplace or platform facilitating the purchase and provision of technology services, monitoring, closure and payment of services, (b) to "carry on or engage in business" includes, without limitation, to, alone or in concert with others, directly or indirectly own or control, be a partner or member of, operate, be employed by, act as an advisor, consultant, agent, officer, director, any company or organization engaged in a business that is similar to OnForce, Inc., and (b) to "solicit current customers" includes, without limitation, to, alone or in concert with others, directly or indirectly solicit, entice, induce, or encourage (x) any customer(s) to discontinue using OnForce, Inc.'s services or products (including, for example, by circumventing the Platform and directly contacting a Professional or a Buyer to enter into an User Policy to purchase or provide services from such Professional or Buyer), or (y) any customer (s) to refer prospective customers to one or more competitors of OnForce, Inc., to discontinue referring prospective customers to OnForce, Inc., or to switch customers from OnForce, Inc. to any one or more competitors of OnForce, Inc.

3. Legal Compliance

   You shall comply with all applicable domestic and international laws, statutes, ordinances and regulations regarding your use of our Platform and your listing, purchase, solicitation of offers to purchase, and sale of items and, sale and performance and receipt of services.

4. No Agency

   You and OnForce are independent contractors, and no agency, partnership, joint venture, employee-employer or franchiser-franchisee relationship is intended or created by this User Policy.

5. Your Information

   1. Definition
      "Your Information" is defined as any information you provide to us or other Users in the registration process, in any public message area or through any email feature. You are solely responsible for Your Information, and we act as a passive conduit for your online distribution and publication of Your Information. Information submitted to OnForce through the Platform is governed according to OnForce's Privacy Statement.

   2. License
      Solely to enable OnForce to use the information you supply us with, so that we are not violating any rights you might have in that information, you agree to grant us a non-exclusive, worldwide, perpetual, irrevocable, royalty-free, sub-licensable (through multiple tiers) right to exercise all rights you have in Your Information, in any media now known or not currently known, with respect to Your Information. OnForce will only use Your Information in accordance with this User Policy and our other policies.

   3. Data
      Other than personal information as described in our Privacy Policy, all data derived or collected by OnForce from any User of our Platform, including but not limited to statistical information, IP addresses, or other relevant data shall belong to OnForce and you agree that OnForce shall have the right to use such data as it determines in its sole discretion. This includes the right to display Industry Affiliations, certifications and / or Preferred Professional Network Logos, where appropriate on the Platform or in User profiles.

6. NDA - Non-Disclosure Agreement

   You that you will not disclose to any third parties any proprietary information of any other User or OnForce unless such information is already in the public domain.

7. Eligibility to Use Our Platform

   Ourservices are available only to corporate or other entities, or individuals who can form legally binding contracts under applicable law. Without limiting the foregoing, our services are not available to minors, to anyone under 18 years of age, or to temporarily or indefinitely suspended Users. If you do not qualify, please do not use our services. Further, your OnForce account (including feedback) and User ID may not be transferred or sold to another party that is unrelated to you. If you are registering as a business entity, you represent that you have the authority to bind the entity to this User Policy.

8. Liability Limit

   IN NO EVENT SHALL WE, OUR PARENT, SUBSIDIARIES, EMPLOYEES, JOINT VENTURE PARTNERS OR OUR SUPPLIERS BE LIABLE FOR LOST PROFITS OR ANY SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR IN CONNECTION WITH OUR PLATFORM, OUR SERVICES OR THIS USER POLICY (HOWEVER ARISING, INCLUDING, WITHOUT LIMITATION, NEGLIGENCE).
   
   OUR LIABILITY, AND THE LIABILITY OF OUR PARENT, SUBSIDIARIES, EMPLOYEES, JOINT VENTURE PARTNERS AND SUPPLIERS, TO YOU OR ANY THIRD PARTIES IN ANY CIRCUMSTANCE IS LIMITED TO THE GREATER OF THE AMOUNT OF FEES YOU PAY TO US IN THE ONE MONTH PERIOD PRIOR TO THE ACTION GIVING RISE TO LIABILITY, AND $100. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY TO YOU. IN SUCH EVENT, THE LIABILITY OF THE FOREGOING PARTIES SHALL BE LIMITED TO THE GREATEST EXTENT POSSIBLE UNDER APPLICABLE LAW.

9. Breach Without limiting other remedies, we may immediately remove you from our Platform, warn our community of your actions, issue a warning, temporarily suspend, indefinitely suspend or terminate your membership and refuse to provide our services to you if:

   1. you breach this User Policy or the documents it incorporates by reference;

   2. we are unable to verify or authenticate any information you provide to us; or

   3. we believe that your actions may cause financial loss or legal liability for you, our Users or us.

10. Fees and services

    We may change our fees and credit policy from time to time. Our changes to the policy are effective immediately upon posting on the Platform. We may choose to temporarily change our services or promotional events. We may in our sole discretion change some or all of our services at any time. In the event we introduce a new service, the fees for that service are effective at the launch of the service.

    All fees are quoted in U.S. Dollars net of taxes. You are responsible for paying all fees associated with using our service and our Platform and all applicable taxes, if any.

11. Third-Party Link and Content Disclaimer

    Links contained on the Platform may cause a User to leave the Platform. Such linked web sites are not under the control of OnForce and OnForce is not responsible for the contents of any linked web site or information contained in a linked web site, or any changes or updates to such web site. OnForce provides these links from the Platform only as a convenience, and the inclusion of any link does not imply any endorsement of the web site or any of its contents. OnForce reserves the right to terminate any link or linking program at any time. All Users use materials and information in third-party web sites at their own risk.

12. No Warranty

    We, our subsidiaries, employees, joint venture partners and our suppliers provide our Platform and services "as is" and without any warranties or conditions, express, implied or statutory. We, our subsidiaries, employees, joint venture partners and our suppliers specifically disclaim any implied warranties of title, merchantability, fitness for a particular purpose and non-infringement of intellectual property. Some states do not allow the disclaimer of implied warranties, so the foregoing disclaimer may not apply to you.

13. Force Majeure

    In the event OnForce's delivery of its services is delayed, prevented or otherwise made impracticable by reason of any acts of God, floods, earthquakes, or other natural catastrophes; national emergencies, strikes, lockouts or other labor difficulties; computer "hacking" attack or computer virus; any law, order, regulation or other action of any governing authority; or any other cause beyond OnForce's reasonable control, OnForce shall be excused from such delivery to the extent that its delay is prevented by such cause.

14. Indemnity

    Buyers and Professionals agree to indemnify and hold OnForce and (as applicable) our parent, subsidiaries, affiliates, officers, members, agents, and employees, harmless from any claim, demand or liability, including reasonable attorneys' fees, due to or arising, directly or indirectly, out of: (i) your breach of this User Policy or the documents it incorporates by reference, (ii) your violation of any law or the rights of a third party, including, without limitation, any rights in intellectual property, or (iii) a Buyer's or Professional's action or inaction.

15. Notices

    Except as explicitly stated otherwise, any legal notices shall be given by certified mail (postage pre-paid and return receipt requested) to:
    OnForce, Inc. Attn: Legal Department, 10 Maguire Road, 3rd Fl, Suite 232, Lexington, MA 02421.
    
    Notice shall be deemed given 5 days after it is sent. Alternatively, we may give you notice by certified mail, postage prepaid and return receipt requested, to the address provided to OnForce during the registration process. In such case, notice shall be deemed given 5 days after the date of mailing. Notice may also be given by overnight courier mail through a nationally recognized courier service, which notice will be effective when actually received.

16. Arbitration

    Any controversy or legal claim arising out of or relating to this User Policy or our services, excluding legal action taken by OnForce to collect our fees and/or recover damages for, or obtain an injunction relating to, the Platform operations, intellectual property, and our services, shall be settled by binding arbitration in accordance with the commercial arbitration rules of the American Arbitration Association. Any such controversy or claim shall be arbitrated on an individual basis, and shall not be consolidated in any arbitration with any claim or controversy of any other party.
    
    The arbitration shall be conducted in Lexington, MA, and judgment on the arbitration award may be entered into any court having jurisdiction thereof. Either you or OnForce may seek any interim or preliminary relief from a court of competent jurisdiction in the State of Massachusetts necessary to protect the rights or property of you or OnForce pending the completion of arbitration. Should either party file an action contrary to this provision, the other party may recover attorney's fees and costs.

17. Assignments

    You agree that this User Policy and all incorporated agreements may be automatically assigned by OnForce, in our sole discretion, to a third party in the event of a merger or acquisition or similar corporate transaction. This User Policy and your registration with OnForce is nontransferable by you and you may not assign this User Policy without the prior written consent of OnForce and any purported assignment in contravention of this provision shall be null and invalid.

18. Termination

    In the event your rights to use the Platform are terminated, then at such time you must cease all use of the Platform, including OnForce's user interface and will not access the network.

19. General

    This User Policy shall be governed in all respects by the laws of the State of Delaware as such laws are applied to agreements entered into and to be performed entirely within Delaware between Delaware residents. If any provision of this User Policy is held to be invalid or unenforceable, such provision shall be struck and the remaining provisions shall be enforced.

    Headings are for reference purposes only and in no way define, limit, construe or describe the scope or extent of such section. Our failure to act with respect to a breach by you or others does not waive our right to act with respect to subsequent or similar breaches. Except as otherwise indicated, all provisions of the User Policy shall survive any termination or expiration of this User Policy.

    We may amend this User Policy at any time by updating this posting. Except as stated below, all amended terms shall automatically be effective immediately after they are posted on our Platform. You should visit this page from time to time to review the then-current terms because they are binding on you. This User Policy may not be otherwise amended except in writing acknowledged by you and OnForce.