Bragadoo Marketplace User Agreement

Welcome to Bragadoo, a social marketplace that enables you to market your passions. The Bragadoo service and network (collectively, "Bragadoo" or "the Service") are operated by HobJob, Inc. and its corporate affiliates (collectively, "us", "we" or "the Company"). By accessing or using our web site at www.bragadoo.com or the mobile version thereof (together the "Site"), you (the "User") signify that you have read, understand and agree to be bound by these Terms of Use ("Terms of Use"), whether or not you are a registered member of Bragadoo. We reserve the right, at our sole discretion, to change, modify, add, or delete portions of these Terms of Use at any time without further notice. If we do this, we will post the changes to these Terms of Use on this page and will indicate at the top of this page the date these terms were last revised. Your continued use of the Service or the Site after any such changes constitutes your acceptance of the new Terms of Use. If you do not agree to abide by these or any future Terms of Use, do not use or access (or continue to use or access) the Service or the Site. It is your responsibility to regularly check the Site to determine if there have been changes to these Terms of Use and to review such changes.

PLEASE READ THESE TERMS OF USE CAREFULLY AS THEY CONTAIN IMPORTANT INFORMATION REGARDING YOUR LEGAL RIGHTS, REMEDIES AND OBLIGATIONS. THESE INCLUDE VARIOUS LIMITATIONS AND EXCLUSIONS, AND A DISPUTE RESOLUTION CLAUSE THAT GOVERNS HOW DISPUTES WILL BE RESOLVED.

Membership in the Service is void where prohibited. This Site is intended solely for users who are thirteen (13) years of age or older. Any registration by, use of or access to the Site by anyone under 13 is unauthorized, unlicensed and in violation of these Terms of Use. By using the Service or the Site, you represent and warrant that you are 13 or older, and that you agree to and to abide by all of the terms and conditions of this Terms of Use. All members agree to comply with the Terms of Service, Marketplace Agreement, Fees Policy, Privacy Policy, and Code of Conduct.

In consideration of your use of the Site, you agree to (a) provide accurate, current and complete information about you as may be prompted by any registration forms on the Site ("Registration Data"); (b) maintain the security of your password and identification; (c) maintain and promptly update the Registration Data, and any other information you provide to Company, to keep it accurate, current and complete; and (d) be fully responsible for all use of your account and for any actions that take place using your account.

All content on the Site and available through the Service, including designs, text, graphics, pictures, video, information, applications, software, music, sound and other files, and their selection and arrangement (the "Site Content"), are the proprietary property of the Company, its users or its licensors with all rights reserved. No Site Content may be modified, copied, distributed, framed, reproduced, republished, downloaded, scraped, displayed, posted, transmitted, or sold in any form or by any means, in whole or in part, without the Company's prior written permission, except that the foregoing does not apply to your own User Content (as defined below) that you legally post on the Site. Provided that you are eligible for use of the Site, you are granted a limited license to access and use the Site and the Site Content and to download or print a copy of any portion of the Site Content to which you have properly gained access solely for your personal, non-commercial use, provided that you keep all copyright or other proprietary notices intact. Except for your own User Content, you may not upload or republish Site Content on any Internet, Intranet or Extranet site or incorporate the information in any other database or compilation, and any other use of the Site Content is strictly prohibited. Such license is subject to these Terms of Use and does not permit use of any data mining, robots, scraping or similar data gathering or extraction methods. Any use of the Site or the Site Content other than as specifically authorized herein, without the prior written permission of Company, is strictly prohibited and will terminate the license granted herein. Such unauthorized use may also violate applicable laws including copyright and trademark laws and applicable communications regulations and statutes. Unless explicitly stated herein, nothing in these Terms of Use shall be construed as conferring any license to intellectual property rights, whether by estoppel, implication or otherwise. This license is revocable at any time without notice and with or without cause.

BRAGADOO, HOBJOB, SOCIAL MARKETPLACE and other Company graphics, logos, designs, page headers, button icons, scripts and service names are registered trademarks, trademarks or trade dress of Company in the U.S. and/or other countries. Company's trademarks and trade dress may not be used, including as part of trademarks and/or as part of domain names, in connection with any product or service in any manner that is likely to cause confusion and may not be copied, imitated, or used, in whole or in part, without the prior written permission of the Company.

You understand that except for advertising and marketplace programs offered by us on the Site the Service and the Site are available for your personal, non-commercial use only. You represent, warrant and agree that no materials of any kind submitted through your account or otherwise posted, transmitted, or shared by you on or through the Service will violate or infringe upon the rights of any third party, including copyright, trademark, privacy, publicity or other personal or proprietary rights; or contain libelous, defamatory or otherwise unlawful material.

Without limiting any of the foregoing, you also agree to abide by our Bragadoo Code of Conduct that provides further information regarding the authorized conduct of users on Bragadoo.

You are solely responsible for the photos, profiles (including your name, image, and likeness), messages, notes, text, information, music, video, advertisements, listings, and other content that you upload, publish or display (hereinafter, "post") on or through the Service or the Site, or transmit to or share with other users (collectively the "User Content"). You may not post, transmit, or share User Content on the Site or Service that you did not create or that you do not have permission to post. You understand and agree that the Company may, but is not obligated to, review the Site and may delete or remove (without notice) any Site Content or User Content in its sole discretion, for any reason or no reason, including User Content that in the sole judgment of the Company violates this Terms of Use or the Bragadoo Code of Conduct, or which might be offensive, illegal, or that might violate the rights, harm, or threaten the safety of users or others. You are solely responsible at your sole cost and expense for creating backup copies and replacing any User Content you post or store on the Site or provide to the Company.

When you post User Content to the Site, you authorize and direct us to make such copies thereof as we deem necessary in order to facilitate the posting and storage of the User Content on the Site. By posting User Content to any part of the Site, you automatically grant, and you represent and warrant that you have the right to grant, to the Company an irrevocable, perpetual, non-exclusive, transferable, fully paid, worldwide license (with the right to sublicense) to use, copy, publicly perform, publicly display, reformat, translate, excerpt (in whole or in part) and distribute such User Content for any purpose, commercial, advertising, or otherwise, on or in connection with the Site or the promotion thereof, to prepare derivative works of, or incorporate into other works, such User Content, and to grant and authorize sublicenses of the foregoing. You may remove your User Content from the Site at any time. If you choose to remove your User Content, the license granted above will automatically expire, however you acknowledge that the Company may retain archived copies of your User Content. Bragadoo does not assert any ownership over your User Content; rather, as between us and you, subject to the rights granted to us in these Terms, you retain full ownership of all of your User Content and any intellectual property rights or other proprietary rights associated with your User Content.

We respect the intellectual property rights of others and we prohibit users from uploading, posting or otherwise transmitting on the Bragadoo website or service any materials that violate another party's intellectual property rights. When we receive proper Notification of Alleged Copyright Infringement as described in our Bragadoo Copyright Policy, we promptly remove or disable access to the allegedly infringing material and terminate the accounts of repeat infringers as described herein in accordance with the Digital Millennium Copyright Act. If you believe that any material on the Site infringes upon any copyright which you own or control, you may send a written notification of such infringement to our Designated Agent. Please see our Bragadoo Copyright Policy for more information on how to report infringement of your copyright.

In accordance with the Digital Millennium Copyright Act (DMCA) and other applicable law, Company has adopted a policy of terminating, in appropriate circumstances and at Company's sole discretion, members who are deemed to be repeat infringers. Company may also at its sole discretion limit access to the Site and/or terminate the memberships of any users who infringe any intellectual property rights of others, whether or not there is any repeat infringement

The Site contains (or you may be sent through the Site or the Service) links to other web sites ("Third Party Sites") as well as articles, photographs, text, graphics, pictures, designs, music, sound, video, information, applications, software and other content or items belonging to or originating from third parties (the "Third Party Applications, Software or Content"). Such Third Party Sites and Third Party Applications, Software or Content are not investigated, monitored or checked for accuracy, appropriateness, or completeness by us, and we are not responsible for any Third Party Sites accessed through the Site or any Third Party Applications, Software or Content posted on, available through or installed from the Site, including the content, accuracy, offensiveness, opinions, reliability, privacy practices or other policies of or contained in the Third Party Sites or the Third Party Applications, Software or Content. Inclusion of, linking to or permitting the use or installation of any Third Party Site or any Third Party Applications, Software or Content does not imply approval or endorsement thereof by us. If you decide to leave the Site and access the Third Party Sites or to use or install any Third Party Applications, Software or Content, you do so at your own risk and you should be aware that our terms and policies no longer govern. You should review the applicable terms and policies, including privacy and data gathering practices, of any site to which you navigate from the Site or relating to any applications you use or install from the site.

All listings posted on or through Bragadoo service and all transactions conducted in connection therewith are subject to and governed by the Bragadoo Marketplace Agreement (the "Agreement") as well as these Terms of Use. When you use Bragadoo in any manner you are agreeing to abide by and be subject to the Agreement and the other applicable rules set forth in these Terms of Use. The Agreement are subject to change without prior notice at any time, in the Company's sole discretion, so you should review the Agreement each time you use Bragadoo. Parties to a transaction are solely responsible for all interactions with each other, for arranging for payment and the exchange of the goods or services purchased if applicable, and for the results and performance of any transaction or relationship entered into through Bragadoo. You acknowledge that Bragadoo is not responsible or liable for any action or inaction of any party to a transaction, for any failure to perform, to pay any amounts due, or to deliver any merchandise or services as promised, or for any other aspect of the transaction. Purchases of products or services from third parties through Bragadoo are strictly between you and the other party to the transaction. ALL USE OF BRAGADOO IS PROVIDED "AS IS" AND AT YOUR OWN RISK.

You are solely responsible for your interactions with other Bragadoo users. We reserve the right, but have no obligation, to monitor disputes between you and other users.

We care about the privacy of our users. Read the Bragadoo Privacy Policy for more details. By using the Site or the Service, you are consenting to have your personal data transferred to and processed in the United States.

The Company is not responsible or liable in any manner for any User Content or Third Party Applications, Software or Content posted on the Site or in connection with the Service, whether posted or caused by users of the Site, by Bragadoo, by third parties or by any of the equipment or programming associated with or utilized in the Site or the Service. Although we provide rules for user conduct and postings, we do not control and are not responsible for what users post, transmit or share on the Site and are not responsible for any offensive, inappropriate, obscene, unlawful or otherwise objectionable content you may encounter on the Site or in connection with any User Content or Third Party Applications, Software or Content. The Company is not responsible for the conduct, whether online or offline, of any user of the Site or Service.

The Site and the Service may be temporarily unavailable from time to time for maintenance or other reasons. Company assumes no responsibility for any error, omission, interruption, deletion, defect, delay in operation or transmission, communications line failure, theft or destruction or unauthorized access to, or alteration of, User communications. The Company is not responsible for any technical malfunction or other problems of any telephone network or service, computer systems, servers or providers, computer or mobile phone equipment, software, failure of email or players on account of technical problems or traffic congestion on the Internet or at any Site or combination thereof, including injury or damage to User's or to any other person's computer, mobile phone, or other hardware or software, related to or resulting from using or downloading materials in connection with the Web and/or in connection with the Service, including any Mobile Client software. Under no circumstances will the Company be responsible for any loss or damage, including any loss or damage to any User Content or personal injury or death, resulting from anyone's use of the Site or the Service, any User Content or Third Party Applications, Software or Content posted on or through the Site or the Service or transmitted to Users, or any interactions between users of the Site, whether online or offline.

THE SITE, THE SERVICE ANY PLATFORM APPLICATIONS AND THE SITE CONTENT ARE PROVIDED "AS-IS" AND THE COMPANY DISCLAIMS ANY AND ALL REPRESENTATIONS AND WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING IMPLIED WARRANTIES OF TITLE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT. THE COMPANY CANNOT GUARANTEE AND DOES NOT PROMISE ANY SPECIFIC RESULTS FROM USE OF THE SITE AND/OR THE SERVICE AND/OR ANY PLATFORM APPLICATIONS. COMPANY DOES NOT REPRESENT OR WARRANT THAT SOFTWARE, CONTENT OR MATERIALS ON THE SITE, THE SERVICE OR ANY PLATFORM APPLICATIONS ARE ACCURATE, COMPLETE, RELIABLE, CURRENT OR ERROR-FREE OR THAT THE SITE OR SERVICE ITS SERVERS, OR ANY PLATFORM APPLICATIONS ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. THEREFORE, YOU SHOULD EXERCISE CAUTION IN THE USE AND DOWNLOADING OF ANY SUCH SOFTWARE, CONTENT OR MATERIALS AND USE INDUSTRY-RECOGNIZED SOFTWARE TO DETECT AND DISINFECT VIRUSES. WITHOUT LIMITING THE FOREGOING, YOU UNDERSTAND AND AGREE THAT YOU DOWNLOAD OR OTHERWISE OBTAIN CONTENT, MATERIAL, DATA OR SOFTWARE (INCLUDING ANY MOBILE CLIENT) FROM OR THROUGH THE SERVICE AND ANY PLATFORM APPLICATIONS AT YOUR OWN DISCRETION AND RISK AND THAT YOU WILL BE SOLELY RESPONSIBLE FOR YOUR USE THEREOF AND ANY DAMAGES TO YOUR MOBILE DEVICE OR COMPUTER SYSTEM, LOSS OF DATA OR OTHER HARM OF ANY KIND THAT MAY RESULT.

The Company reserves the right to change any and all content, software and other items used or contained in the Site and any Services and Platform Applications offered through the Site at any time without notice. Reference to any products, services, processes or other information, by trade name, trademark, manufacturer, supplier or otherwise does not constitute or imply endorsement, sponsorship or recommendation thereof, or any affiliation therewith, by Company.

IN NO EVENT WILL COMPANY OR ITS DIRECTORS, EMPLOYEES OR AGENTS BE LIABLE TO YOU OR ANY THIRD PERSON FOR ANY INDIRECT, CONSEQUENTIAL, EXEMPLARY, INCIDENTAL, SPECIAL OR PUNITIVE DAMAGES, INCLUDING FOR ANY LOST PROFITS OR LOST DATA ARISING FROM YOUR USE OF THE SITE OR THE SERVICE, ANY PLATFORM APPLICATIONS OR ANY OF THE SITE CONTENT OR OTHER MATERIALS ON, ACCESSED THROUGH OR DOWNLOADED FROM THE SITE, EVEN IF THE COMPANY IS AWARE OR HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, THE COMPANY'S LIABILITY TO YOU FOR ANY CAUSE WHATSOEVER, AND REGARDLESS OF THE FORM OF THE ACTION, WILL AT ALL TIMES BE LIMITED TO THE AMOUNT PAID, IF ANY, BY YOU TO COMPANY FOR THE SERVICE DURING THE TERM OF MEMBERSHIP, BUT IN NO CASE WILL THE COMPANY'S LIABILITY TO YOU EXCEED $1000. YOU ACKNOWLEDGE THAT IF NO FEES ARE PAID TO COMPANY FOR THE SERVICE, YOU SHALL BE LIMITED TO INJUNCTIVE RELIEF ONLY, UNLESS OTHERWISE PERMITTED BY LAW, AND SHALL NOT BE ENTITLED TO DAMAGES OF ANY KIND FROM COMPANY, REGARDLESS OF THE CAUSE OF ACTION.

CERTAIN STATE LAWS DO NOT ALLOW LIMITATIONS ON IMPLIED WARRANTIES OR THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES. IF THESE LAWS APPLY TO YOU, SOME OR ALL OF THE ABOVE DISCLAIMERS, EXCLUSIONS OR LIMITATIONS MAY NOT APPLY TO YOU, AND YOU MAY HAVE ADDITIONAL RIGHTS.

By visiting or using the Site and/or the Service, you agree that the laws of the State of Washington, without regard to principles of conflict of laws, will govern these Terms of Use and any dispute of any sort that might arise between you and the Company or any of our affiliates. With respect to any disputes or claims not subject to arbitration (as set forth below), you agree not to commence or prosecute any action in connection therewith other than in the state and federal courts of California, and you hereby consent to, and waive all defenses of lack of personal jurisdiction and forum non conveniens with respect to, venue and jurisdiction in the state and federal courts of California.

YOU AND COMPANY AGREE THAT, EXCEPT AS MAY OTHERWISE BE PROVIDED IN REGARD TO SPECIFIC SERVICES ON THE SITE IN ANY SPECIFIC TERMS APPLICABLE TO THOSE SERVICES, THE SOLE AND EXCLUSIVE FORUM AND REMEDY FOR ANY AND ALL DISPUTES AND CLAIMS RELATING IN ANY WAY TO OR ARISING OUT OF THESE TERMS OF USE, THE SITE AND/OR THE SERVICE (INCLUDING YOUR VISIT TO OR USE OF THE SITE AND/OR THE SERVICE) SHALL BE FINAL AND BINDING ARBITRATION, except that: (a) to the extent that either of us has in any manner infringed upon or violated or threatened to infringe upon or violate the other party's patent, copyright, trademark or trade secret rights, or you have otherwise violated any of the user conduct rules set forth above or in the Code of Conduct then the parties acknowledge that arbitration is not an adequate remedy at law and that injunctive or other appropriate relief may be sought; and (b) no disputes or claims relating to any transactions you enter into with a third party through Bragadoo may be arbitrated.

Arbitration under this Terms of Use shall be conducted by the American Arbitration Association (the "AAA") under its Commercial Arbitration Rules and, in the case of consumer disputes, the AAA's Supplementary Procedures for Consumer Related Disputes ( the "AAA Consumer Rules") (collectively the "AAA Rules"). The location of the arbitration and the allocation of costs and fees for such arbitration shall be determined in accordance with such AAA Rules and shall be subject to the limitations provided for in the AAA Consumer Rules (for consumer disputes). If such costs are determined to be excessive in a consumer dispute, the Company will be responsible for paying all arbitration fees and arbitrator compensation in excess of what is deemed reasonable. The arbitrator's award shall be binding and may be entered as a judgment in any court of competent jurisdiction.

You agree to indemnify and hold the Company, its subsidiaries and affiliates, and each of their directors, officers, agents, contractors, partners and employees, harmless from and against any loss, liability, claim, demand, damages, costs and expenses, including reasonable attorney's fees, arising out of or in connection with any User Content, any Third Party Applications, Software or Content you post or share on or through the Site (including through the Share Service), your use of the Service or the Site, your conduct in connection with the Service or the Site or with other users of the Service or the Site, or any violation of this Terms of Use or of any law or the rights of any third party.

You acknowledge and agree that any questions, comments, suggestions, ideas, feedback or other information about the Site or the Service ("Submissions"), provided by you to Company are non-confidential and shall become the sole property of Company. Company shall own exclusive rights, including all intellectual property rights, and shall be entitled to the unrestricted use and dissemination of these Submissions for any purpose, commercial or otherwise, without acknowledgment or compensation to you.

Unless otherwise specified, the terms "includes", "including", "e.g.,", "for example", and other similar terms are deemed to include the term "without limitation" immediately thereafter. Terms used in these Terms with the initial letter(s) capitalized will have the meaning attributed to them in these Terms.

These Terms of Use constitute the entire agreement between you and Company regarding the use of the Site and/or the Service, superseding any prior agreements between you and Company relating to your use of the Site or the Service. The failure of Company to exercise or enforce any right or provision of these Terms of Use shall not constitute a waiver of such right or provision in that or any other instance. If any provision of this Terms of Use is held invalid, the remainder of this Terms of Use shall continue in full force and effect. If any provision of these Terms of Use shall be deemed unlawful, void or for any reason unenforceable, then that provision shall be deemed severable from these Terms of Use and shall not affect the validity and enforceability of any remaining provisions.

Bragadoo Marketplace User Agreement

This User Agreement, including the incorporated Policies, (collectively, the "Agreement") is entered into by and between the company or individual specified during this online registration process ("User") and HobJob, Inc., a Washington State corporation with its principal place of business at PO Box 70305, Seattle, WA 98127. ("Bragadoo") for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged. Capitalized terms are defined throughout the Agreement and in Section 1.

1.1 "Assignment" means a particular project or set of ongoing tasks for which a Buyer has requested Services to be performed by a Provider.

1.2 "Assignment Expenses" means any expenses incurred by a Provider in relation to an Assignment for which Provider obtained Buyer's prior written approval.

1.3 "Bill Rate" for an Assignment means, in respect of a Provider, the hourly rate specified in Bragadoo Marketplace.

1.4 "Bill Rate Assignment" means an Assignment for which Buyer is charged based on the Bill Rate.

1.5 "Buyer" means any company or individual, including User, utilizing Bragadoo Marketplace to request Services to be performed by a Provider.

1.6 "Confidential Information" means Buyer Deliverables, Work Product, and any other information provided to, or created by, a Provider for an Assignment, regardless of whether in tangible, electronic, verbal, graphic, visual or other form. Confidential Information does not include material or information that: (a) is generally known by third parties as a result of no act or omission of Provider or Buyer; (b) subsequent to disclosure hereunder, was lawfully received without restriction on disclosure from a third party having the right to disseminate the information; (c) was already known by Provider prior to receiving it from Buyer and was not received from a third party in breach of that third party's obligations of confidentiality; or (d) was independently developed by Provider without use of Confidential Information.

1.7 "Buyer Deliverables" means instructions, requests, IP and any other information or materials that a Provider receives from a Buyer for a particular Assignment.

1.9 "Fixed Price" means a fixed fee agreed between a Buyer and a Provider, prior to the commencement of an Assignment, for the completion of all Services requested by Buyer for such Assignment.

1.10 "Fixed Price Assignment" means an Assignment for which Buyer is charged a Fixed Price.

1.11 "IP" means any computer programs or routines (in object code, source code, or embedded format, regardless of the medium on which it resides), algorithms, know-how, hardware and/or software configurations, inventions, documentation, translations, text and other works of authorship, data, databases, information, designs, utility models, symbols, logos, marks, names, procedures, processes, technical improvements and any other intangibles as well as the prototypes, samples, copies, and other materialized forms of the foregoing intangibles.

1.12 "License Agreement" means the license agreement between User and Bragadoo relating to use of the Bragadoo Tools software.

1.13 "Bragadoo Marketplace" means the online platform accessed using the Bragadoo Tools software and through which a Buyer communicates with a Provider in relation to an Assignment once such Assignment has commenced.

1.14 "Bragadoo Tools" means any software, information and other items provided by Bragadoo, including, without limitation, Bragadoo Marketplace, Bragadoo Collaboration, and Email,, subject to change and update by Bragadoo from time to time at Bragadoo's sole discretion.

1.15 "Payment Period" shall mean the four (4) or five (5) week period beginning on the Monday following the prior Payment Period and ending on the Sunday nearest to the last day of the relevant month.

1.16 "Policies" means the policies, obligations and guidelines posted at http://www.Bragadoo.com, as updated by Bragadoo from time to time, which are expressly incorporated into this Agreement.

1.17 "Proprietary Rights" means any and all rights, title, ownership and interest in and to copyrights, mask works, industrial designs, trademarks, service marks, trade names, trade secrets, patents, and any other rights to IP, recognized in any jurisdiction, whether or not perfected.

1.18 "Provider" means any company or individual, including User, utilizing the Bragadoo Marketplace to offer Services for Buyers and/or to enter into Service Contracts.

1.19 "Provider Fees" means: (a) for a Bill Rate Assignment, an amount equal to the number of hours recorded by Provider in the Time Logs, multiplied by the Bill Rate; (b) for a Fixed Price Assignment, the Fixed Price; and (c) any bonuses paid or other payments made by a Buyer for an Assignment, but excluding expenses to which Section 4.6 applies.

1.20 "Services" means business, educational, or personal services and other knowledge-based technology services.

1.21"Time Logs" means the number of hours recorded for a stated period by a Provider in Bragadoo Marketplace (or such other Tool as Bragadoo may nominate from time to time), in compliance with Bragadoo's Billing and Payments Policy and, for the Services performed in respect of an Assignment.

1.22 "Transition Date" means the Monday following the end of the last Payment Period under any Previous Agreement between User and Bragadoo or, if there is no such Previous Agreement, the Effective Date.

1.23 "Work Product" means any tangible or intangible results or deliverables that Provider agrees to create for, or actually delivers to, Buyer as a result of performing the Services on a particular Assignment, including, but not limited to, configurations, computer programs or other information, or customized hardware, and any IP developed in connection therewith. By checking the box below and clicking "Submit," you represent and warrant that you have read and understood and agree to be bound by this Agreement, including the incorporated Policies. If you are entering into this Agreement on behalf of an entity (e.g., a corporation, partnership, or company), you further represent and warrant that you are fully authorized to bind contractually (whether as an employee, contractor, or agent) such entity, and this Agreement will be between such entity and Bragadoo. You agree that any provision in any previous agreement with Bragadoo requiring a written instrument for modifications and/or amendments is hereby cancelled and effective immediately, Bragadoo may modify and/or amend this Agreement and/or the Policies by notifying you electronically.

2.1 Purpose of the Bragadoo Marketplace. The Bragadoo Marketplace is an online portal and website provided by Bragadoo where Users may locate Buyers of Products or Services, or Providers of Products or Services. In addition, payments for the Products or Services contracted for through the Bragadoo Marketplace are made through the Bragadoo Marketplace. On the Bragadoo Marketplace, Buyers may post Assignments to invite bids by Providers and Providers may post information about their capabilities and bid on Assignments, all subject to the Policies (as updated from time to time), which are hereby incorporated into this Agreement, as well as all other terms of this Agreement. Such Policies are updated from time to time, and when they are updated, they become a part of this Agreement. User agrees that in case of any inconsistencies between the Policies and the other terms of this Agreement, the latter shall prevail.

2.2 Role of Service Contracts and the Role of Bragadoo. If a Buyer accepts a Provider's bid for an Assignment, a services contract is formed directly between such Buyer and Provider subject to the terms specified in Section 3 (Service Contract Terms Between Buyer and Provider) and/or any other terms and conditions that Buyer and Provider may agree upon through the Bragadoo Marketplace ("Service Contract"). User agrees that, whether acting as a Buyer or Provider, User shall not agree on any terms outside the Bragadoo Marketplace and any attempt to agree on terms outside the Bragadoo Marketplace shall constitute a material breach of this Agreement and be null and void. Bragadoo is not a party to any Service Contract except to the extent Bragadoo is acting as a Buyer or Provider. Bragadoo itself does not deliver any Assignments or Work Product, nor does Bragadoo guarantee the quality thereof, except to the extent Bragadoo is acting as a Provider.

2.3 Acknowledgement of Bragadoo's Interest in Proper Performance of Service Contracts. Even to the extent Bragadoo is not a party to a Service Contract, User acknowledges and agrees that the reputation and goodwill of Bragadoo may be adversely affected if, as a Buyer or Provider, the User engages in violations of the Service Contract. User further acknowledges and agrees that Bragadoo is an intended third-party beneficiary of each Service Contract User enters into and Bragadoo has the right to take such legal actions against User as Bragadoo, in its sole discretion, deems necessary to protect the interests of Bragadoo.

2.4 Payment of Bragadoo Fee. User agrees that Bragadoo shall be paid a fee (the "Bragadoo Fee") for maintaining the Bragadoo Marketplace. Joining and setting up a profile on Bragadoo is free. Bragadoo charges fees for listing an item for sale, as well as a percentage of the sale price when the item sells. When you list an item you have an opportunity to review and accept the fees that you will be charged. Bragadoo may, at Bragadoo's sole discretion, change some or all of Bragadoo's services at any time. In the event Bragadoo introduces a new service, the fees for that service are effective at the launch of the service. Unless otherwise stated, all fees are quoted in US Dollars (USD). You are responsible for paying all fees associated with using Bragadoo. Bragadoo keeps sellers' valid payment information on file. At the beginning of the month, each seller is emailed an invoice detailing the amount due. A seller must pay the amount due in full within 15 days of the date of the invoice. If the seller's account is not paid in full, the seller risks penalties such as the suspension of privileges and/or termination of the account. Fees and Termination: If Bragadoo terminates your account, if you close your account, or if the payment of your Bragadoo fees cannot be completed for any reason, you remain obligated to pay Bragadoo for all unpaid fees plus any penalties, if applicable. If you have a question or wish to dispute a charge, contact Bragadoo.

Unless Buyer and Provider expressly agree otherwise through the Bragadoo Marketplace, User agrees that all Service Contracts between User and any Buyer or Provider regarding particular Assignments shall be subject to the following terms and conditions:

3.1 Services. Provider shall perform Services in a professional and workmanlike manner. Under Fixed Price Assignments, Provider shall deliver the agreed-upon Work Product. Under Bill Rate Assignments, Provider shall use reasonable efforts to create the desired Work Product. Provider may not subcontract with third parties to perform Services on behalf of Provider or assist Provider in performing Services unless Provider has obtained Buyer's prior written consent to such arrangement.

3.2 Fees. Buyer shall pay Provider the agreed-upon fees for time spent (under Bill Rate Assignments) or delivery of the Work Product (under Fixed Price Assignments). All amounts paid by Buyer shall be paid through the Bragadoo Marketplace.

3.3 Termination. Under Bill Rate Assignments, either party may terminate the Service Contract at any time for any or no reason, provided that Buyer remains obligated to pay for any time Provider spent prior to termination. Fixed Price Assignments may only be terminated by mutual agreement.

3.4 Buyer Deliverables. Buyer grants Provider a limited, non-exclusive, revocable (at any time, at Buyer's sole discretion) right to use the Buyer Deliverables as necessary for the performance of the Services. Buyer reserves all other rights and interest, including, without limitation, all Proprietary Rights, in and to the Buyer Deliverables. Upon completion or termination of the Assignment, or upon request by the Buyer, Provider shall immediately return all Buyer Deliverables to the Buyer and purge all copies of Buyer Deliverables and Work Product contained in or on Provider's premises or systems or otherwise under Provider's control.

3.5 Work Product. Any copyrightable works prepared by Provider in connection with an Assignment for Buyer shall be "works for hire"; consequently, Buyer will be considered the author and owner of such works. Unless prohibited by applicable mandatory law, all Proprietary Rights in and to Work Product shall vest in Buyer upon creation. If under mandatory law, Proprietary Rights do not vest in Buyer upon creation, Provider hereby assigns all Proprietary Rights to Work Product to Buyer, effective upon creation. To the extent that under mandatory law, rights can only be assigned after creation, Provider hereby irrevocably agrees to assign, immediately following the creation, all Proprietary Rights to Work Product to Buyer. To the extent that under mandatory law, Proprietary Rights cannot be assigned, Provider hereby irrevocably agrees to grant, and hereby grants, to Buyer an exclusive (excluding also Provider), perpetual, irrevocable, unlimited, worldwide, fully paid, and unconditional license to use and commercialize Work Product in any manner now known or in the future discovered. To the extent such license grant is not fully valid, effective or enforceable under mandatory law, Provider hereby irrevocably agrees to grant, and hereby grants, to Buyer, such rights as Buyer reasonably requests in order to acquire, as close as possible, all rights equivalent to full legal ownership. In order to ensure that Buyer will be able to acquire, perfect and use such Proprietary Rights, Provider will: (i) transfer possession, ownership, and title to media, models, and other tangible objects containing Work Product to Buyer; (ii) sign any documents at Buyer's request to assist Buyer in the documentation, perfection and enforcement of its rights; and (iii) provide Buyer with support and reasonable access to information for recording, perfecting, securing, defending, and enforcing such Proprietary Rights. Provider also irrevocably authorizes Buyer to act and sign on Provider's behalf and take any necessary steps in order to perfect Buyer's rights under this Agreement. In case that under mandatory law, Provider retains any rights of paternity, integrity, disclosure and withdrawal and any other rights that may be known as or referred to as "moral rights" (collectively "Moral Rights") or other inalienable rights to Work Product or Confidential Information under this Agreement, Provider irrevocably agrees to waive, and hereby waives, all such rights, or, to the extent Provider cannot waive such rights, Provider agrees not to exercise such rights, until Provider has provided prior written notice to Buyer and then only in accordance with any reasonable instructions that Buyer issues in the interest of protecting its rights. Provider agrees to assist Buyer in every proper way to obtain and enforce the Proprietary Rights and other legal protections for the Work Product in any and all countries. Provider will sign documents that the Buyer may reasonably request for use in obtaining and enforcing such protection, including, but not limited to, any assignment deed which the Buyer may select at its sole discretion. Provider's obligations under this Section 3.5 will continue even after Provider deregisters from or ceases use of the Bragadoo Marketplace. Provider appoints Buyer as Provider's attorney-in-fact to execute documents on Provider's behalf for the purposes set forth in this Section 3.5.

3.6 Pre-existing IP in Work Product. User shall ensure that no Work Product created or delivered by User as a Provider includes any pre-existing software, technology or other IP, whether such pre-existing IP is owned by User or a third party including, without limitation, code written by proprietary software companies or developers in the open source community, (collectively "Preexisting IP") without obtaining the prior written consent of the Buyer to the inclusion of such Preexisting IP in the Work Product. User acknowledges that, without limiting any other remedies, User shall not be entitled to payment for, and shall refund any Provider Fees paid to User for, any Services performed on an Assignment if the Work Product contains any Pre-existing IP that was not approved in accordance with this Section 3.6.

3.7 General. Service Contracts shall be governed by Sections 1 (Definitions), 6 (Confidential Information) and 12 (General) of this Agreement, as applicable either directly or by way of analogy.

3.8 Entire Agreement. The terms and conditions set forth in this Section 2 and/or any additional or different terms expressly agreed by Buyer and Provider through the Bragadoo Marketplace shall constitute the entire agreement and understanding of Buyer and Provider with respect to each Service Contract and shall cancel and supersede any other prior or contemporaneous discussions, agreements, representations, warranties, and/or other communications between them.

3.9 No Contracts outside the Bragadoo Marketplace. User, whether as a Buyer or Provider, agrees to use the Bragadoo Marketplace solely to enter into all contracts with other Users and shall take no steps to use any other means to enter into any contract with any other User that was introduced through the Bragadoo Marketplace.

4.1 Service Contracts. User expressly acknowledges, agrees and understands that: (i) the Bragadoo Marketplace is merely a venue where Users may act as Buyers or Providers; (ii) Bragadoo is not a party to any Service Contracts between Buyers and Providers; (iii) Bragadoo shall not have any liability or obligations under or related to Service Contracts or any acts or omissions by Users; (iv) Bragadoo has no control over Providers or over the Services promised or rendered by Providers; and, (v) Bragadoo makes no representations as to the reliability, capability, or qualifications of any Provider or the quality, security or legality of any Service.

4.2 Bragadoo Tools. Bragadoo and its licensors reserve all Proprietary Rights in and to the Bragadoo Tools. User may not use the Bragadoo Tools except as necessary for the purposes of discharging its obligations under this Agreement and any Service Contract entered into pursuant to this Agreement and on the terms set out in the License Agreement. Bragadoo reserves the right to suspend or terminate User's access to the Bragadoo Marketplace and Bragadoo Tools at any time in its sole discretion, and to withdraw, expand and otherwise change the Bragadoo Marketplace and Bragadoo Tools (including the functionality of the Bragadoo Tools) at any time in Bragadoo's sole discretion. Without limiting any provisions contained in the License Agreement, User shall not be entitled to create any "links" to the Bragadoo Tools, or "frame" or "mirror" any content contained on, or accessible through, the Bragadoo Tools, on any other server or internet-based device.

4.3 Bragadoo Compensation. Bragadoo is paid its fees for the maintenance of the Bragadoo Marketplace. All fees are non-refundable, whether or not Assignments were satisfactorily completed.

5.1 Provider Fees. The payment processor for Provider Fees is set forth in the PayPal user agreement.

5.2 Formal Invoices and Taxes. Bragadoo shall have no responsibility for determining the necessity of or for issuing any formal invoices, or for determining, remitting, or withholding any taxes applicable to Provider Fees. Instead, Provider shall be solely responsible for determining whether it is required by applicable law to issue any formal invoices for the Provider Fees and for issuing any invoices so required. Provider shall also be solely responsible for: (a) determining whether Provider or Bragadoo is required by applicable law to remit to the appropriate authorities any value added tax or any other taxes or similar charges applicable to the Provider Fees, and remitting any such taxes or charges to the appropriate authorities on behalf of itself or Bragadoo, as appropriate; and (b) determining whether Bragadoo is required by applicable law to withhold any amount of the Provider Fees, notifying Bragadoo of any such requirement and indemnifying Bragadoo (either by permitting Bragadoo to offset the relevant amount against a future payment of Provider Fees or by refunding to Bragadoo the relevant amount, at Bragadoo's sole discretion) for any requirement to pay any withholding amount to the appropriate authorities. Bragadoo shall have the right, but not the obligation, to audit and monitor Provider's compliance with applicable tax laws as required by this Section 5.2.

5.3 Payment. Buyer hereby authorizes the payment processor to run credit card authorizations on all credit cards provided by Buyer, to store credit card details as Buyer's method of payment for Services, and to charge Buyer's credit card (or any other form of payment authorized by Bragadoo or mutually agreed to between Buyer and Bragadoo) in accordance with the PayPal user agreement..

5.4 Dispute Resolution Policy. All disputes between a Provider and a Buyer regarding billing and payments shall be resolved pursuant to the PayPal user agreement..

5.5 Assignment Expenses. Provider shall not be entitled to reimbursement for any expenses incurred in the performance of the Services other than Assignment Expenses.

5.6 No Direct Payments. Buyer shall make all payments relating to, or in any way connected with, an Assignment (including, without limitation, bonuses) through the payment channels provided or specified by Bragadoo, and shall not make any such payments directly to a Provider or through any other payment channels. Buyer shall immediately notify Bragadoo if a Provider requests that Buyer make a payment directly to it or through any channels other than those provided or specified by Bragadoo. Provider shall not accept any payments relating to an Assignment (including, without limitation, bonuses) from a Buyer directly or through any payment channels other than those provided or specified by Bragadoo. Provider shall immediately notify Bragadoo if a Buyer or any of its agents attempts to make a payment to Provider directly or through any payment channels other than those provided or specified by Bragadoo.

6.1 Confidentiality. Subject to Section 6.4 (Limited Obligations of Bragadoo), to the extent a Buyer provides Confidential Information to a Provider or to Bragadoo, the Provider or Bragadoo (as the case may be) shall protect the secrecy of the Confidential Information with the same degree of care as it uses to protect its own confidential information, but in no event with less than due care, and shall not: (i) disclose Confidential Information to anyone except, in the case of Bragadoo, to any Provider engaged by Buyer for the Assignment; and (ii) use the Confidential Information, except as necessary for the performance of Services for the relevant Assignment (including, without limitation, the storage or transmission of Confidential Information on or through Bragadoo Tools for use by Provider).

6.2 Return . If and when Confidential Information is no longer needed for the performance of Services for the relevant Assignment, or at the Buyer's written request (which may be made at any time at Buyer's sole discretion), Provider or Bragadoo (as the case may be) shall promptly destroy or return to Buyer all Confidential Information and any copies thereof contained in or on its premises or systems or otherwise under its control. Provider and Bragadoo agree to provide written certification to Buyer of compliance with this Section 6.2 within ten (10) days after the receipt of Buyer's written request to certify.

6.3 Publications. Without limiting Section 6.1 (Confidentiality), neither Provider nor Bragadoo shall publish, or cause to be published, any Confidential Information or Work Product.

6.4 Limited Obligations of Bragadoo. With respect to maintaining the confidentiality of and returning Confidential Information provided to a Provider engaged by Buyer for the Assignment, Bragadoo's obligations shall be limited to requiring such Provider to execute an agreement requiring at least the level of confidentiality specified in Section 6.1 (Confidentiality), the return of Confidential Information in a manner materially similar to Section 6.2 (Return) and a restriction on publishing Confidential Information and Work Product similar to Section 6.3 (Publications).

IN NO EVENT WILL BRAGADOO BE LIABLE FOR ANY SPECIAL, CONSEQUENTIAL, INCIDENTAL, EXEMPLARY OR INDIRECT COSTS OR DAMAGES, LITIGATION COSTS, INSTALLATION AND REMOVAL COSTS, OR LOSS OF DATA, PRODUCTION OR PROFIT. THE LIABILITY OF BRAGADOO TO ANY USER FOR ANY CLAIM ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT SHALL NOT EXCEED THE GREATER OF: (A) U.S. $2,500; AND (B) ANY BRAGADOO FEES RETAINED BY BRAGADOO WITH RESPECT TO ASSIGNMENTS ON WHICH USER WAS INVOLVED AS BUYER OR PROVIDER DURING THE SIX (6) MONTH PERIOD PRECEDING THE DATE OF THE CLAIM. THESE LIMITATIONS SHALL APPLY TO ANY LIABILITY, ARISING FROM ANY CAUSE OF ACTION WHATSOEVER, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY OR OTHERWISE, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH COSTS OR DAMAGES AND EVEN IF THE LIMITED REMEDIES PROVIDED HEREIN FAIL OF THEIR ESSENTIAL PURPOSE.

BRAGADOO MAKES NO EXPRESS REPRESENTATIONS OR WARRANTIES WITH REGARD TO THE SERVICES, WORK PRODUCT, BRAGADOO TOOLS, BRAGADOO MARKETPLACE OR ANY ACTIVITIES OR ITEMS RELATED TO THIS AGREEMENT. TO THE MAXIMUM EXTENT PERMITTED BY LAW, BRAGADOO DISCLAIMS ALL EXPRESS OR IMPLIED CONDITIONS, REPRESENTATIONS AND WARRANTIES INCLUDING, BUT NOT LIMITED TO, THE WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. SECTION 10.2 (TERMINATION) STATES USER'S SOLE AND EXCLUSIVE REMEDY AGAINST BRAGADOO WITH RESPECT TO ANY DEFECTS, NON-CONFORMANCES OR DISSATISFACTION.

User shall indemnify and hold harmless (on a monthly basis, as costs are incurred) Bragadoo and its subsidiaries, affiliates, officers, agents, employees, representatives and co-branders or other partners (each an "Indemnified Party" for purposes of this Section 8) from any and all claims, damages, liabilities, costs, and expenses (including, but not limited to, reasonable attorneys' fees and all related costs and expenses) incurred by the Indemnified Party as a result of any claim, judgment, or adjudication that any Work Product, Service or action or omission by such User infringes Proprietary Rights or other rights of such third party.

10.1 Term. The term of this Agreement commences on the Effective Date and continues in effect until terminated in accordance with Section 10.2 below.

10.2 Termination. Either party may terminate this Agreement at any time, with or without cause, effective immediately upon written notice to the other party, provided that any such termination for convenience shall not affect the validity of any Service Contracts that have been concluded prior to termination and this Agreement shall continue to apply with respect to such Service Contracts.

10.3 Consequences of Termination. Termination shall not relieve Buyer of the requirement to pay for time spent and expenses incurred prior to the effective date of the termination, which fees and expenses, together with any applicable taxes, shall be invoiced to Buyer following termination and charged to Buyer's credit card or other form of payment pursuant to Section 5.3 (Payment). Subject to Section 5.4 (Dispute Resolution Policy), the Provider shall be paid, in accordance with the provisions of Section 5 (Fees and Payments), for all time recorded in the Time Logs and Assignment Expenses incurred prior to the effective date of the termination.

10.4 Survival. Sections 3 through 13 of this Agreement shall survive any termination thereof.

Provider shall create records to document its compliance with this Agreement (including, but not limited to, compliance with tax laws) and provide copies of such records to Bragadoo on request. Bragadoo, or Bragadoo's advisors or agents, shall have the right, but not the obligation, to routinely, but no less frequently than annually, audit Provider's operations and records to confirm compliance.

12.1 Entire Agreement. This Agreement, including the incorporated Policies, sets forth the entire agreement and understanding of the parties relating to its subject matter and cancels and supersedes any prior or contemporaneous discussions, agreements, representations, warranties, and other communications between them. In particular, this Agreement cancels and supersedes any Bragadoo Buyer Services Agreement, Freelancer Provider Services Agreement, and/or Affiliate Services Agreement that User might have previously entered into with Bragadoo ("Previous Agreements"). In case of any inconsistencies between the Policies and the other terms of this Agreement, the latter shall prevail.

12.2 Rights and Obligations under Previous Agreements. As of the Transition Date, User shall have no rights against Bragadoo under Previous Agreements except that User remains entitled to any fees for Services which User has become entitled to receive from Bragadoo under the terms of such Previous Agreements and which Bragadoo has not remitted as of the Transition Date. Bragadoo remains entitled to payment on invoices for Assignments commenced under Previous Agreements with User. User's continued use of the Bragadoo Marketplace as a Buyer or Provider on or after the Transition Date shall be solely governed by the terms of this Agreement.

12.3 Ongoing Assignments. Failure by any Buyer to terminate any Assignment commenced under a Previous Agreement prior to the Transition Date ("Ongoing Assignment") constitutes an offer to the Provider under such Ongoing Assignment to continue the Ongoing Assignment under a Service Contract with the terms and conditions set forth in Section 3 (Service Contract Terms Between Buyer and Provider) or any other terms expressly agreed to by the Buyer and the Provider through the Bragadoo Marketplace ("Offer to Continue"). A Provider's continuation of work on any Ongoing Assignment on or after the Transition Date constitutes the Provider's acceptance of the Buyer's Offer to Continue such Ongoing Assignment.

12.4 No Violation of Non-Solicitation Provisions. Under no circumstances shall participation in and interaction with other Users exclusively through the Bragadoo Marketplace be viewed as a prohibited solicitation under the terms of any Previous Agreement. Without limiting the generality of Section 12.1, any non-solicitation and/or no-hire clauses under Previous Agreements are cancelled.

13.1 No Employment. User acknowledges and agrees that this Agreement does not constitute an employment agreement or create or acknowledge an employment relationship (neither with Bragadoo nor with any other User). The parties shall be independent contractors at all times and not partners, joint venturers or otherwise participants in a joint undertaking.

13.2 Limited Privacy. User acknowledges and understands that any Work Product, Time Logs, workstation images and any other information (including the terms of this Agreement) that User provides or makes available on Bragadoo Marketplace as a Provider may be made available to Buyers and others in accordance with Bragadoo's Privacy Policy. User has no expectation of privacy related to Services or any other activities performed as a Provider in connection with this Agreement.

13.3 Compliance. User shall not violate any laws or third party rights on or related to the Bragadoo Marketplace. Without limiting the generality of the foregoing, User agrees to comply with all applicable import and export control laws and third parties' Proprietary Rights.

13.4 Notices . Notices hereunder shall be invalid unless made in writing (fax, email, signed document or electronic communication through Bragadoo Marketplace suffice).

13.5 Modifications. (a) Bragadoo may notify User (including by electronic notice in the Bragadoo Tools, on Bragadoo Marketplace, or on or through any other Bragadoo programs utilized by User) of modifications or amendments to the terms of this Agreement and/or the Policies. Such modifications or amendments shall take effect from the later of the date Bragadoo issues the notice and the date specified by Bragadoo in the notice. (b) Except only as permitted by Section 13.5a, no modification or amendment to this Agreement shall be binding upon either party unless in a written instrument signed by a duly authorized representative of each party (and, for the purposes of this Section 13.5b, a written instrument shall expressly exclude electronic communications such as email and electronic notices but shall include facsimiles).

13.6 Dates and Timelines. All references to days shall be to business days (Monday to Friday, GMT, excluding bank holidays), except as expressly noted otherwise.

13.7 No Waiver . The failure or delay of either party to exercise or enforce any right or claim does not constitute a waiver of such right or claim and shall in no way affect that party's right to later enforce or exercise it, unless such party issues an express written waiver, signed by a duly authorized representative.

13.8 Assignability. User shall not be entitled to assign this Agreement, or any of its rights or obligations hereunder, without Bragadoo's prior written consent in the form of a written instrument signed by a duly authorized representative of each party (and, for the purposes of this Section 13.8, a written instrument shall expressly exclude electronic communications such as email and electronic notices but shall include facsimiles).

13.9 No 3rd Party Beneficiary Rights. Except as specified in Sections 2 (The Bragadoo Marketplace) and 3 (Service Contract Terms Between Buyer and Provider), this Agreement shall: (a) create rights and obligations only between Bragadoo and each individual User that accepts this Agreement; and (b) not create any rights for any other parties. For the avoidance of doubt, without any limitation, no user shall be entitled to enforce the terms of this Agreement as they apply between Bragadoo and another user.

13.10 Severability . If and to the extent any provision of this Agreement is held illegal, invalid, or unenforceable in whole or in part under applicable law, such provision or such portion thereof shall be ineffective as to the jurisdiction in which it is illegal, invalid, or unenforceable to the extent of its illegality, invalidity, or unenforceability, and shall be deemed modified to the extent necessary to conform to applicable law so as to give the maximum effect to the intent of the parties. The illegality, invalidity, or unenforceability of such provision in that jurisdiction shall not in any way affect the legality, validity, or enforceability of such provision in any other jurisdiction or of any other provision in any jurisdiction.

13.11 Choice of Law . This Agreement and any dispute arising out of or relating to this Agreement ("Dispute") shall be governed by and construed in accordance with the laws of the State of Washington, without regard to its conflict of law provisions and excluding the United Nations Convention on Contracts for the International Sale of Goods (CISG).

13.12 Arbitration. All Disputes shall be finally resolved by binding arbitration before three (3) arbitrators, selected and proceeding pursuant to the International Arbitration Rules of the International Centre for Dispute Resolution (ICDR), in the English language, in Seattle, Washington, or any other location on which all three arbitrators unanimously agree. The arbitrators shall, at either party's request, give a written opinion stating the factual basis and legal reasoning for the decision in the English language. The arbitrators so appointed shall have the authority to determine issues of arbitrability. The arbitrators shall have the authority to award compensatory damages only and shall not award punitive or exemplary damages. The parties, their representatives, other participants and arbitrators shall hold the existence, subject matter and result of arbitration in confidence. Notwithstanding the foregoing, either party may, at its sole discretion, seek injunctive relief in any court of competent jurisdiction (including, but not limited to, preliminary injunctive relief). The prevailing party in any legal proceeding brought by one party against the other party in a Dispute shall be entitled to recover its legal expenses, including, but not limited to, the costs of any court or arbitration proceeding and reasonable attorneys' fees.

13.13 Prevailing Language . The English language version of this Agreement shall be controlling in all respects and shall prevail in case of any inconsistencies with translated versions, if any.

If you believe that your own copyrighted work is accessible on the Bragadoo website or service in violation of your copyright, you may provide our Designated Agent with a written communication as set forth in the Digital Millennium Copyright Act ("DMCA"), 17 U.S.C. � 512(c)(3) that contains substantially the following information:

You may submit your Notification of Alleged Copyright Infringement by fax, mail, or E-Mail as set forth below:

Please note that you may be liable for damages, including court costs and attorneys fees, if you materially misrepresent that content on our website and/or service is copyright infringing. Filing a false form on this page constitutes perjury.

Upon receiving a proper Notification of Alleged Copyright Infringement as described in this Section A, we will remove or disable access to the allegedly infringing material and promptly notify the alleged infringer of your claim. We also will advise the alleged infringer of the DMCA statutory Counter Notification procedure described below in Section B by which the alleged infringer may respond to your claim and request that we restore this material.

If you believe your own copyrighted material has been removed from our website and/or service as a result of mistake or misidentification, you may submit a written Counter Notification to our Designated Agent pursuant to 17 U.S.C. � 512(g)(2) and (3). To be an effective Counter Notification under the DMCA, your Counter Notification must include substantially the following:

You may submit your Counter Notification by fax, mail, or E-Mail as set forth below:

Bragadoo Copyright Team
HobJob, Inc.
PO Box 70305
Seattle, WA 98127
Phone: 1-877-JOB-VANA
E-Mail: copyright@bragadoo.net

If you send us a valid, written Counter Notification meeting the requirements described above, we will restore your removed or disabled material after 10 business days but no later than 14 business days from the date we receive your Counter Notification, unless our Designated Agent first receives notice from the party filing the original Notification of Alleged Copyright Infringement informing us that such party has filed a court action to restrain you from engaging in infringing activity related to the material in question.

Please note that if you materially misrepresent that the disabled or removed content was removed by mistake or misidentification, you may be liable for damages, including costs and attorney's fees. Filing a false form on this page constitutes perjury.

Bragadoo is a social marketplace that enables you to market your passions. People use Bragadoo to market their skills, services or businesses, to communicate with friends, customers and contacts, to share links, to share photos and videos of themselves and their friends, and to learn more about the people they meet. We want Bragadoo to be a place where people respect the rights and feelings of others, including third party intellectual property rights. Therefore, we have established certain rules for using Bragadoo and for posting messages, photos, video and other content ("Content") on Bragadoo, which rules are set forth in our Terms of Use and in this User Code of Conduct. WHEN YOU USE BRAGADOO, YOU ARE AGREEING TO ABIDE BY THE USER CODE OF CONDUCT AND THE OTHER RULES SET FORTH IN OUR TERMS OF USE. FAILURE TO ADHERE TO THIS CODE OF CONDUCT AND THE TERMS OF USE MAY RESULT, AMONG OTHER THINGS, IN TERMINATION OF YOUR ACCOUNT AND THE DELETION OF CONTENT THAT YOU HAVE POSTED ON BRAGADOO, WITH OR WITHOUT NOTICE, AS DETERMINED BY BRAGADOO IN ITS SOLE DISCRETION. Please refer to our Terms of Use for more information about the rules applicable to your use of Bragadoo and the other rights and remedies of Bragadoo.

Bragadoo allows you to upload and share user generated Content with your friends, such as photographs and videos you upload from your camera, webcam or mobile phone. This means that you may post and share original photographs and video that are of a personal nature that: (i) are of you or your friends, (ii) are taken by you or your friends, or (iii) are original art or animation created by you or your friends. It is not intended as a place for you to post third-party copyrighted content, such as the latest episode of a popular TV show or your favorite music video. In addition, we expect our users to use good judgment and respect the copyrights and other intellectual property rights of others. Therefore, in using Bragadoo, you may not:

Bragadoo Terms of Use, Marketplace Agreement, Fees Policy, Conduct Policy, and Copyright Policy

Terms of Use

Bragadoo Marketplace User Agreement

Copyright Policy