Revised 12/30/2000 A

In this Ebiz4idiots, Inc Freelance Network Agreement (this "Agreement"), "you", "user", "freelancer" and "your" refer to you; "we", "us", "our", "TASPCO' and "Ebiz" refer to Ebiz4idiots, Inc. (“Ebiz”) d/b/a websitepipeline; and "Freelancers" and "User" refers to each Ebiz Freelancer. Ebiz provides web-based, e-commerce information, software, products and other services to persons and entities throughout the United States and other countries (the "Business"). In connection with the Business, we have implemented the Ebiz Freelance Network, through which we facilitate the subcontracting of professional services provided by Freelancers to Ebiz Value Added Resellers also called eSellers ("VAR"). In the event that we approve your Freelance Network Application, this Agreement explains our obligations to you and your obligations to us in relation to your appointment as a Freelancer.

1. Acceptance of Agreement

By clicking the icon below entitled "Submit", you acknowledge that you have read, understand, and accept the terms and conditions of this Agreement, and you agree to be legally bound by all of such terms and conditions.

2. Appointment

In the event that you desire to become a Freelancer, you agree to complete the Freelance Network Application located at www.websitepipeline.com and incorporated herein by reference. You expressly confirm and warrant that the information you submit to us in your Freelance Network Application is true and accurate in all respects. We reserve the right to approve or reject your Freelance Network Application for any reason at our sole discretion. We will notify you of approval or rejection within thirty (30) days of our receipt of your Freelance Network Application. Upon acceptance, payment of a $20 annual fee will entitle you to be listed in the Freelance Directory. In addition, you can become certified in various skills (listed on www.websitepipeline.com) by completing training and passing a test. A fee may be required for certification. 

3. Revisions

Ebiz may revise these terms from time to time, at our sole discretion, by updating this posting. Unless otherwise provided below, the revised terms will take effect when they are posted. BY CONTINUING TO USE ANY WEBSITE HOSTED ON EBIZ SERVERS OR LICENSING EBIZ SOFTWARE, YOU ARE INDICATING YOUR AGREEMENT TO THE TERMS OF THIS USE AGREEMENT AND ALL REVISIONS THEREOF. 

4. Freelancers Obligations

As a member of the Freelance Network you agree to the following: 

A. Provide true, accurate and complete information as prompted by the registration form, and maintain and update such information to maintain its truth, accuracy and completeness. Whenever you supply any information to Ebiz, Ebiz VARs, or Ebiz clients, you agree to provide true, accurate and complete information. Ebiz reserves the right to terminate your account upon the discovery that the information you provided or posted is not complete or accurate. You agree to not impersonate or misrepresent your affiliation with any person or entity.

B. Safeguard any User ID and password you use to access all Ebiz or Client Sites. In addition, you authorize us to assume that any person using your User ID and password either is you or is authorized to act for you. 

C. Be responsible for compliance with applicable local laws and regulations, keeping in mind that access to the Site Content may not be legal by certain persons or in certain countries; 

D. Post or transmit only Content that you have the right to post or transmit under any law, contractual duty or fiduciary relationship; 

E. Post or transmit only Content that does not infringe a third party's intellectual property rights or rights of publicity or privacy; 

F. Post or transmit only Content that is not unlawful, untrue, fraudulent, harassing, libelous, defamatory, abusive, threatening, pornographic, harmful (including but not limited to viruses, corrupted files, or any other similar software or programs), overly disparaging or deprecating of Ebiz or other users or otherwise objectionable; 

G. Access only public areas or areas of the site for which you are authorized. Unauthorized individuals attempting to access these areas of the Site may be subject to prosecution; 

H. Respect the postings of other users and not tamper with them; 

I. Post logos, seals or slogans from third parties on any part of the Site only when they are provided by Ebiz or an Ebiz client or VAR; 

J. Solicit or gather any user's information available from the Site, such as other users' names and email addresses, for any commercial or business purposes or to transmit any unsolicited advertising, "junk mail", "spam" or "chain letters; 

K. Not do anything which would create or impose an unreasonable or disproportionately large burden or load on the Site; 

L. Post false or misleading information about a product, service or service request. 

5. Referral Commissions

A. In the event that you identify a potential client that desires a website, the project may be turned over to Ebiz to pursue. If Ebiz decides to pursue the project, and is successful in securing an order (“Referred Project”) from that customer (“Referred Project Customer”), you shall receive a Direct Sale Referral Commission of 5% of the sales in the first year subject to the limitations set forth below. Ebiz reserves the right to change the Ebiz Direct Sale Referral Commissions applicable thereto from time to time, at its sole option and discretion, upon thirty (30) days prior written notice to you.

B. A lead given to Ebiz by you will only be eligible for an Ebiz Direct Sale Referral Commission if all of the following conditions were met:

(1) You clearly identify the project as a potential fit for Ebiz’s capabilities and market focus, and you personally speak with the prospective customer about the project requirements prior to turning the lead over to Ebiz.

(2) You organize and participate in an introductory appointment (via telephone or face to face) between Ebiz and the prospective customers that was previously scheduled by you with the customer.

C. The commission shall be paid on the first year of sales including software modules and optional features, creative and design services, branding, marketing services and ancillary services but will not include monthly hosting fees.

D. You acknowledge that Ebiz may turn over the referral to one of their VARs for fulfillment and that the VAR would then pay the referral commission directly to you. In the event that the referral is turned over to an VAR to fulfill, you agree that Ebiz is not liable in any way for the payment of the referral commission, regardless of your ability to collect the commission from the VAR.

6. Termination

Without limiting Ebiz's other remedies, We may issue a warning, temporarily suspend, indefinitely suspend or terminate your membership and refuse to provide any services to you (a) if you breach any terms and conditions of this Freelance Agreement or the agreements incorporated herein by reference, including our written policies and procedures posted on the Site; (b) if we are unable to verify or authenticate any information you provide to us; or (c) if we believe that your actions may cause legal liability for you, our users or for Ebiz. Violations of this Freelance Agreement will be prosecuted to the fullest extent of the law and may result in additional penalties and sanctions, as defined below. 

7. Cancellation

To cancel your subscription, please send the information below to us via email (info@taspco.com), fax (1-864-272-3299) or certified mail at: 

Ebiz4idiots, Inc
319 Garlington Rd
Suite B-3
Greenville, SC 29615
USA

Cancellation goes into effect immediately and your information will be removed from the Freelance Network website. Cancellation of your Freelance Network participation will not result in any refund of fees already paid. 

Please include your full name, your Ebiz username, phone number and address. 

8. The Freelance Network is a Venue

A. The Ebiz Freelance Network functions as a venue to connect buyers and service providers in a virtual marketplace. As a neutral facilitator, Ebiz is not directly involved in the actual transactions between VARs, Clients, Freelancers, and other Users. This includes any written, verbal, or inferred financial or legal transactions. As a result, Ebiz has no control over the truth, accuracy, quality, legality, or safety of postings made by VARs, Clients, Freelancers, and other Users. Ebiz does not confirm the identity of VARs, Clients, Freelancers, and other Users. Ebiz also does not confirm nor verify the qualifications, background, or abilities of VARs, Clients, Freelancers, and other Users. Therefore, we recommend that you be careful and exercise common sense and good judgment when dealing with any VARs, Clients, Freelancers, or other Users affiliated with Ebiz. 

B. Your correspondence with VARs, Clients, or other Users affiliated with Ebiz, including the development and delivery of related goods or services, and any other terms, conditions, warranties or representations associated with such dealings, are solely between you and such VAR, Client, or User. You agree not to hold Ebiz liable for any loss or damage of any sort incurred as the result of any such dealings or as the result of the presence of such VARs, Clients, or users on the Site. 

C. Payment terms for, invoicing to, and collections from Ebiz Clients, VARs, Users, or Freelancers for products or services you provide are your sole liability and responsibility. You agree that Ebiz is in no way liable, in part or in full, for any financial or legal disputes that may arise between written, verbal, or inferred contracts between Freelancers and any VAR, Client, Freelancers, or any other person or entity.

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

9. Protection of Copyrights and Trademarks

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

10. Reproduction

All Ebiz Sites or any portion of all Ebiz Sites may not be reproduced, duplicated, copied, sold, resold, or otherwise exploited for any commercial purpose that is not expressly permitted by Ebiz. Ebiz and its affiliates reserve the right to refuse service, terminate accounts, and/or cancel service requests or memberships in its discretion, including, without limitation, if Ebiz believes that a User's conduct violates applicable law or is harmful to the interests of Ebiz and its affiliates. 

11. Intellectual Property Policy

Ebiz respects the intellectual property of others and expects our account holders to do the same. At our discretion and in appropriate circumstances, Ebiz may terminate the accounts of users who infringe upon the intellectual property rights of others. 

Pursuant to 17 United States Code 512(c)(2) (Digital Millennium Copyright Act of 1998), Ebiz's designated agent for notice of alleged copyright infringement appearing on our Site is: 

Ebiz4idiots, Inc.
319 Garlington Rd - Suite B-3
Phone: 864-272-4000
Fax: 864-272-3299 
Email address: info@taspco.com 

To file a notice of infringement with us, one needs to fulfill the requirements specified in Title II of the Digital Millennium Copyright Act of 1998. The text of this statute can be found at the U.S. Copyright Office web site, http://lcweb.loc.gov/copyright/ (visited February 23, 1999). 

12. Reservation of Rights; Limited Licenses

Ebiz and its licensors shall retain all of its right, title and interest in and to all patent rights, inventions, copyrights, know-how and trade secrets relating to the Site. You acknowledge that the Ebiz logo and name are trademarks of Ebiz, and may be registered in certain jurisdictions. All other product names, company names, marks, logos, and symbols on the Site may be the trademarks of their respective owners. 

Except where expressly provided by Ebiz, nothing in this Freelance Agreement shall be construed to confer any license under any of Ebiz's or any third party's intellectual property rights, whether by estoppel, implication, or otherwise. 

13. Links

The Freelance Network Site may contain links to other web sites or resources. You acknowledge and agree that Ebiz is not responsible or liable for (i) the availability or accuracy of such sites or resources, or (ii) the content, advertising, or products on or available from such sites or resources. The inclusion of any link on the Site does not imply that we endorse the linked site. You use the links at your own risk. 

14. Provision of a website

In some circumstances, Ebiz will provide a website to Freelancers who desire one. In these cases the following will apply;

A. If applicable, Ebiz charges a website hosting fee to Freelance Network participants. The hosting fee includes your choice of a static hosting account (up to 10 MB of space) or a website built using Ebiz's software system. The conditions for receiving a website are detailed at www.websitepipeline.com. Cancellation of your Freelance Network participation and website hosting will not result in any refund of fees already paid. Cancellation goes into effect at the end of your present billing cycle. 

B. Limitation of Liability 

NEITHER EBIZ NOR ANY OTHER PARTY INVOLVED IN CREATING, PRODUCING, OR DELIVERING THE SITE (INCLUDING, BUT NOT LIMITED TO, THIRD PARTY APPLICATIONS AND SITE CONTENT) SHALL BE LIABLE FOR ANY INCIDENTAL, SPECIAL, CONSEQUENTIAL OR INDIRECT DAMAGES RESULTING FROM YOUR ACCESS TO, OR USE OF, OR INABILITY TO USE THE SITE AND THE SITE CONTENT, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE) OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT WE KNOW OF THE POSSIBILITY OF SUCH DAMAGE. IN NO EVENT SHALL EBIZ'S LIABILITY TO YOU OR ANY THIRD PARTY ARISING OUT OF ANY USE OF ALL EBIZ SITES EXCEED $25,000.00. Because some jurisdictions do not allow the exclusion or limitation of liability for consequential or incidental damages, the above limitation or exclusion may not apply to you. 

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

D. Errors and Disclaimer of Warranties 

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

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

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

15. Indemnity 

You agree to defend, indemnify, and hold harmless Ebiz, its officers, directors, employees, agents and partners, from and against any claims, actions or demands, including without limitation reasonable legal and accounting fees, made by any third party due to or resulting from your provision of services, including without limitation claims against Ebiz for unsatisfactory performance of services, or your violation of this Freelance Agreement. 

16. General Provisions

This Freelance Agreement and any registration for or subsequent use of the Site will not be construed as creating or implying any relationship of agency, independent contractor, franchise, partnership, or joint venture between any User and Ebiz. 

17. Miscellaneous

A. This Freelance Agreement will be governed by the law of Greenville, South Carolina without regard to its conflicts of law provisions. Any dispute related to this Freelance Agreement will be settled in a binding arbitration under the arbitration rules of the American Arbitration Association. Any dispute you may have with respect to all Ebiz Sites must be commenced within one year after it arises, or the cause of action is barred 

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

C. The Freelance Agreement and the agreements referenced in this Freelance Agreement comprises the entire agreement between you and Ebiz with respect to the use of the Site and supersedes all prior agreements between the parties regarding the subject matter contained herein as well as any conflicting or inconsistent terms in any web site that links-to or is linked-from the Site. If any part of this Freelance Agreement is held to be unenforceable, the unenforceable part shall be given effect to the greatest extent possible and the remainder will remain in full force and effect.

D. Please see our Privacy Policy, which is incorporated herein by reference. 

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

F. We may modify or discontinue any Ebiz Website and the services available at it without notice or liability to you. 

G. This Freelance Agreement is personal to you and you may not transfer, assign or delegate this Use Agreement to anyone without the express written permission of Ebiz. Any attempt by you to assign, transfer or delegate this Freelance Agreement without the express written permission of Ebiz shall be null and void.

We suggest that you print out a copy of this Freelance Agreement for Your records.