itbidding.com

Terms & Conditions

1.Your relationship with Itbidding

1.1 Itbidding acts as an online venue to allow Users to offer and buy professionals, product or services. Your use of Itbidding’s products, software, services and web sites (Referred to collectively as the "Services" in this document and excluding any services provided to you by Itbidding under other written agreement ) is subject to the terms of a legal agreement between you and Itbidding. " Itbidding " means www.Itbidding.com, a project of Askbangladesh.Com Limited (to be referred to as the Company) whose principal place of business is at Room No-9/F, Dhaka Trade Center (9th Floor), 99, Kazi Nazrul Islam Avenue, Kawran Bazar, Tejgaon I/A, Dhaka-1217, Bangladesh.

This document explains how the agreement is made up, and sets out some of the terms and conditions of the agreement.

1.2 Unless otherwise agreed in writing with Itbidding, your agreement with Itbidding will always include, at a minimum, the Terms and Conditions set out in this document.

1.3 Your agreement with Itbidding will also include the terms of any Legal Notices Application to the Services, Privacy Policy, and Cancellation Policy, in addition to the Terms and Conditions. All of these are referred to herein below as the "Additional Terms". Where Additional Terms apply to a Service, these will be accessible for you to read either within, or through your use of that Service.

1.4 The Terms and Conditions, together with the Additional Terms, will form an agreement, legally binding agreement between you and Itbidding in relation to your use of the Services. It is important that you take the time to read them carefully. Collectively, this legal agreement is referred to herein below as the "Terms & Conditions".

1.5 In the event of the contradiction/conflict between the Terms & Conditions and the Additional Terms & Conditions, the Additional Terms & Conditions will prevail and take precedence in relation to that Service.

2. Acceptance of the Terms & Conditions

2.1 Acceptance of the terms and conditions as set herein is the condition precedent to use the service provided by www.Itbidding.com. You are not allowed to use the Services without accepting the terms and the Terms & Conditions.

2.2 You can accept the Terms by:

(a.) Clicking to accept or agree to the Terms & Conditions, where this option is made available to you by Itbidding in the user interface for any Service.
Or
(b.) By actually using the Services: Your use of Services of Itbidding will be deemed to be the acceptance of the Terms & Conditions from that point onwards.

2.4 Before you continue, you should print out or save a local copy of the Terms and Conditions for your records.

3. Language of the Terms & Conditions

3.1 The clauses appearing in this Agreement are for the convenience of the parties and do not define or limit the scope or intent of such clauses. All communications and notices given pursuant to these Terms will be in the English language
3.2 In the event of any conflict or contradictions English version of the Terms & Conditions and translation the Terms & Conditions, the English language version will take precedence within the meaning and intention set out in the Contract.

4. User agreement:

Itbidding makes the Site available as an online venue where clients for professional services and providers of professional services identify each other and work together online to complete, invoice, and pay for jobs. The Site contains features that enable Buyers and Providers to do, among other things, the following:

Buyers:

Create profiles, post projects, search for Providers, communicate with Providers, negotiate with Providers, award projects to Providers, manage projects, leave feedback for Providers, and pay Providers.

Providers:

Create profiles, post their skills and job experience, submit proposal, negotiate with Buyers, obtain project awards, invoice, obtain feedback from Buyers, and receive payment from Buyers.

Site use policy:

This Site Usage Policy hereby incorporates by reference all terms, conditions rules, policies and guidelines on the Site, including the Itbidding Terms and Condition of Service.

5. Relationship between buyers and providers

Member Contract:
The dealing, contracting and fulfillment of a Job are between a Buyer and a Provider. Upon Buyer’s award and Provider’s acceptance of a Job on the Site, Buyer agrees to purchase, and Provider agrees to deliver services in accordance with the following agreements:
(1) The Terms of Service;
(2) The Job terms as awarded and accepted on the Site, to the extent not inconsistent with the Mandatory Terms are defined below;
(3) Any other contractual provisions accepted by both Buyer and Provider and uploaded to the Site, to the extent not inconsistent with the Mandatory Terms are defined below; and
(4) The User Agreement.
The provisions of the Services Agreement may be modified by Job terms awarded and accepted on the Site or other contractual provisions accepted by both Buyer and Provider and uploaded to the Site. However, the other provisions of the Terms of Service besides the Services Agreement may not be modified.

Independent Contractors:

Relationship: The Service Provider's relationship with Buyer will be that of an independent contractor, and nothing in this Agreement should be construed to create a partnership, joint venture, or employer-employee relationship. Service Provider (a) is not the agent of Buyer; (b) is not authorized to make any representation, contract, or commitment on behalf of Buyer; (c) will not be entitled to any of the benefits that Buyer makes available to its employees, such as group insurance, profit-sharing or retirement benefits (and waives the right to receive any such benefits); and (d) will be solely responsible for all tax returns and payments required to be filed with or made to any authority , state, or local tax authority with respect to Service Provider's performance of services and receipt of fees under this Agreement.

Itbidding is not a party to the dealing, contracting and fulfillment of a Job between a Buyer and a Provider, including the Provider Services. Itbidding has no control over and does not guarantee the quality, safety or legality of Provider Services advertised, the truth or accuracy of Job listings, the qualifications, background, or abilities of Members, the ability of Providers to deliver Provider Services, the ability of Buyers to pay for Provider Services, or that a Buyer or Provider can or will actually complete a transaction.

Your registration for or subsequent use of this Site will not construed as creating or implying any relationship of agency, franchise, partnership or joint venture between the parties and Itbidding except and solely to the extent expressly stated.

6. Registration with Itbidding

The Registration with Itbidding is free for buyers and providers. Any buyer and provider could login to Itbidding website and Register without paying anything.
Conditions of business:

Buyers: 

• When registered buyer submits a job to the Itbidding site, he is to pay US$1.00 (adjustable with the final payment) or equivalent Bangladesh Taka for each project.
• Buyer is to submit a technical analysis of the job posted to the Itbidding site.
• Buyer is to sign an agreement with Itbidding when a job is given to any provider.
• The buyer is to deposit following funds to Itbidding trustee account as soon as job contract is singed between buyer and provider:
• The total cost of the project
• Transactional costs and any tax/VAT, if required.
• 2.5% of the total cost of the project as service charge of Itbidding.

The above may be paid at buyer´s choice to Escrow.com/ moneybookers.com, /or Ask Bangladesh.Com Bank account.

• Buyer is responsible to deal with the provider for getting the job done and Itbidding should not be held responsible for this.
• The buyer commits to exchange communication with the provider only through his Itbidding account.
• Buyer shall be responsible for WIN declaration of the bid.

Providers:

• The registered provider must submit bid through Itbidding account.
• The bid win declaration will be passed on to the providers by Itbidding.
• Provider is to sign an agreement with Itbidding when a job is given to any provider.
• The provider will maintain relationship with the providers through Itbidding account and ensures that the job is properly done and accepted by the buyer.
• The payment for the job is to be settled as per the job contact with the buyer and/or at the instruction of the buyer.
• The Itbidding will ask service charge to the providers such as:
• Corporate provider is to pay 8% of the job cost plus money transfer cost, if any.
• Individual provider is to pay 10% of the job cost plus money transfer cost, if any.
• Any illegal posting in Itbidding site is restricted and punishable offense.
• Provider is responsible to deal with the buyer for getting the job done and Itbidding should not be held responsible.
• The provider commits to exchange communication with the buyer only through his Itbidding account.

7. Service and Processing Fee

As user you acknowledge and agree that Itbidding is not involved in the actual transaction between the Freelancer and Buyers. Itbidding is free from taking control over the quality or legality of the professional services/products provided by Users on our Site, or the ability of Freelancer to provide the services or the Buyers to pay for the services. For maintaining transparency in respect of the transactions held between the buyer and service provider, we have a policy to make financial transaction through world recognized trustee and the Bank accounts of Itbidding whichever is convenient for the parties.

Return and Cancellation Policy:

Once agreement between buyers and providers is reached their business relationship will be controlled by the contents of the agreement. Itbidding, generally, is not a party to it, unless the parties use Itbidding’s certain services such as payment services through Money gateway or Escrow Services. The costs involved for providing such services must be reimbursed to Itbidding by the Providers/providers before final payment is settled. A detailed cancellation policy could be located in the Itbidding website link.

Registration Cancellation:

Registration can be cancelled at any time by submitting a request for cancellation. However, this cannot be implemented if a job is in process.

Period of exclusivity:

Buyers: By visiting or using the Site you agree to use Itbidding to make all payments to Providers you identify through the Site, so that Itbidding can collect its Service Fee. You acknowledge and agree that Itbidding earns its Service Fee on all payments you make to a Provider in the first 12 months after you identify the Provider through the Site, regardless of whether you make the payments through Itbidding or not. You agree not to take any action directly or indirectly to circumvent these fees. After 12 months, our Service Fee applies only if the payment is made through the Payment Service. As a Buyer, you also agree to notify Itbidding immediately if your Provider solicits payment from you outside the Site.

Providers: By visiting or using the Site, or by communicating with Buyers identified through the Site, you agree to use Itbidding to receive all payments from Buyers you identify on the Site, so that Itbidding can collect its Service Fee. You acknowledge and agree that Itbidding earns its Service Fee on all payments you receive from a Buyer in the first 12 months after you identify the Buyer through the Site, regardless of whether you receive the payments through Itbidding or not. You agree not to take any action directly or indirectly to circumvent these fees. After 12 months, our Service Fee applies only if the payment is made through the Payment Service. As a Provider, you also agree to notify Itbidding immediately if your Buyer seeks to pay you outside the Site.

8. Member eligibility and obligations:

To access Site Services through Itbidding, you must be a legal entity, or an individual of 18 years or older who can form legally binding contracts. To register for an Account with Itbidding and become a Member, you must accept all of the terms and conditions in, and linked to, this Agreement. By becoming a Member, you agree to:
(a) Abide by this Agreement and the processes, procedures, and guidelines described throughout the Site;
(b) Be financially responsible for your use of the Site and the purchase or delivery of Provider Services; and
(c) Perform your obligations as specified by any Member Contract that you accept, unless such obligations are prohibited by law or by this Agreement. Itbidding reserves the right in its sole discretion to refuse, suspend, or terminate service to anyone for any reason or no reason.

Membership and creating Account:

To become a Member and access Site Services through our Site you must register for an Account".You agree to provide true, accurate and complete information as prompted by the registration form and all forms you access on the Site, and to update this information to maintain its truthfulness, accuracy and completeness. You cannot register for more than one Buyer Account and one Provider Account without having written permission from Itbidding (except Team Accounts as provided below. As a Member, you may add Users to your Account to act on your behalf in the roles you assign (each, a Team Account"). You may also grant certain account administration privileges to one or more "Team Account Administrators". Only the Member who registered the Account and the Team Account Administrators can add Team Accounts to the Account. Any or all Team Accounts related to the Account may be suspended or terminated without warning if the Account or any related Team Account is suspended or terminated. Member represents, warrants, and agrees to grant access to the Account and any related Team Account only to Users authorized to act on behalf of the Member and only in accordance with this Agreement. Additionally, Member represents, warrants, and agrees to be fully responsible and liable for any action of any User who uses the Account, including Team Administrators, and any related Team Account. You agree (1) not to use any Account, Team Account, username, or password of another User of the Site that you are not authorized to use, and (2) not to allow others who are not authorized to do so to use the Account or any related Team Account at any time. Your Itbidding Account and username are not transferable, and any transfer or attempted transfer to another party is null and void.

User names and Passwords:

When a Member registers an Account, the Member will be asked to choose a username and password for the Account. The Member and any Team Account Administrator will also be asked to choose the initial username and password for any Team Account that is added to the Account and can change the username and password for any Team Account at any time. As a Member, you agree and you are entirely responsible to safeguard and maintain the confidentiality of the username and password you use to access this Site.

Links

This Site may contain links to other Web sites or resources and access and use of certain services offered by third parties, including online communication services such as chat, email and calls and your access and use of those Web sites, resources or services, including the online communication services, will be governed by the terms and policies of the Web site or resource or Provider. In particular, your use of chat services is governed by the User plane Terms of Service. These services are owned and operated by the third-party Providers and their licensors. You acknowledge and agree that Itbidding is not responsible or liable for: (i) the availability or accuracy of such sites or resources; or (ii) the content, advertising, or production 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 and these services at your own risk.

9. Law and Forum for Disputes

This Agreement is governed in all respects by the laws of the Bangladesh without giving effect to any principle that may provide for the application of the law of another jurisdiction. You agree that any claim or dispute you may have against Itbidding must be resolved by a court located in Dhaka, Bangladesh or as described in the Arbitration Option paragraph below. You hereby submit to the exclusive personal jurisdiction of the courts located within Dhaka, Bangladesh for the purpose of litigating all such claims or disputes. Any cause of action you may have with respect to this Site must be commenced within 30 days after it arises, or the cause of action is barred.

Arbitration Option:

All disputes arising out of or in connection with any Agreement will first be attempted to be settled through consultation and negotiation in good faith in a spirit of mutual cooperation. If the parties are unable to settle any dispute by negotiation within 7 days of the written offer to negotiate has passed, the parties will attempt to settle it by appointment of a mediator mutually agreed.

To initiate mediation a party must give notice in writing to the other party to the dispute requesting mediation. No party may commence any court proceedings/arbitration in relation to any dispute arising out of the Agreement until they have attempted to settle it by mediation and that mediation has terminated. In this case Askbangladesh.com could play a role of mediator if parties agree.

All costs in relation to the staging of such proceedings (excluding for the avoidance of doubt any awards which may be made) will be borne equally by the parties unless explicitly stipulated otherwise by the arbitrator or agreed otherwise by the parties

10. Terminating and Suspension:

This Agreement will become effective as your contractual agreement upon your acceptance or your use of the Site, and will continue until your Account is terminated by Itbidding or you as provided for under the terms of this Section. Unless otherwise agreed to in writing between the parties, either party may terminate the contractual agreement represented by this Agreement at any time upon notice to the other party. In such event, your Account is automatically terminated and (i) Itbidding will continue to perform those Itbidding Services necessary to complete any open transaction between you and another Member; and (ii) you will continue to be obligated to pay any amounts accrued but unpaid as of the date of termination to Itbidding for any Site Services and to any Providers for any Provider Services. Any termination of an Account will automatically lead to the termination of all related Team Accounts, and any termination of a Team Account gives Itbidding the right to terminate any or all related Accounts and Team Accounts. Without limiting Itbidding 's other remedies, we may issue a warning, or temporarily suspend, indefinitely suspend or terminate your Account or a Job, and refuse to provide any or all Site Services to you if:

(a) you breach the letter or spirit of any terms and conditions of this Agreement or the linked policies and information incorporated herein by reference, including our written policies and procedures;
(b) we suspect or become aware that you have provided false or misleading information to us; or
(c) we believe in our sole discretion that your actions may cause legal liability for you, our Members or for Itbidding or are contrary to the interests of the Site or the Itbidding user community.

Once indefinitely suspended or terminated, you must not continue to use the Site under the same Account, a different Account, or reregister under a new Account. In addition, violations of this Agreement may be prosecuted to the fullest extent of the law and may result in additional penalties and sanctions. Without limiting Itbidding’s other remedies, to the extent you engage in actions or activities which circumvent the Itbidding Site or otherwise reduce fees owed Itbidding under this Agreement, you must pay Itbidding for all fees owed to Itbidding and reimburse Itbidding for all losses and costs including any and all Itbidding employee time and reasonable expenses including attorney fees related to investigating such breach and collecting such fees. Itbidding reserves the right to terminate any User access, Account, or Job for any reason or no reason, at its sole discretion and to refuse to provide registration and membership to you in the future. We will notify you if we cancel your membership, unless in our judgment giving notice would cause a risk of further violation or damages. However, we will notify you that your Account will be canceled if the law requires such notification. When your Account is terminated for any reason, you may no longer have access to data, messages, files and other material you keep on the Site. The material may be deleted along with all your previous posts and proposals.

11. Notification of Itbidding Members

You acknowledge and agree that the value, reputation and goodwill of the Site depend on transparency of Member Account status to all Members, including both yourself and other Members who are participating in Jobs with you. You therefore agree as follows; If Itbidding suspends or terminates your account of job; Itbidding has the right but not the obligation to:

• 1) Notify other members engaged in active jobs with you to inform them of your suspended or terminated account or jobs status, and

• 2) Provide them with summary reasons for the action.

12. Disclaimers, Limitations and Exclusions:

Data
You are responsible for creation, storage, and backup of your business records. This Agreement and any registration for or subsequent use of the Site will not be construed as creating any responsibility on Itbidding ’s part to store, backup, retain, or grant access to any information or data for any period. We have implemented commercially reasonable technical and organizational measures designed to secure your personal information from accidental loss and from un-authorized access, use, alteration or disclosure. However, we cannot guarantee that un-authorized third parties will never be able to defeat those measures or use your personal information for improper purposes. You acknowledge that you provide your personal information, or information about the entity that you represent, at your own risk.

Indemnity

You agree to defend, hold harmless and indemnify Itbidding from and against any and all losses, costs, expenses, damages or other liabilities incurred by Itbidding from and against any cost, liability, loss, damage, cause of action, claim, suit, proceeding, demand or action brought by a third party against Itbidding : (a) in connection with your use of the Site Services including any payment obligations incurred through use of the Site Services; or (b) resulting from: (i) your use of the Site; (ii) your decision to supply credit information via the Site, including personal financial information; (iii) your decision to submit postings and accept offers from other Members; (iv) any breach of contract or other claims made by Members with which you conducted business through the Site; (v) your breach of any provision of this Agreement; (vi) any liability arising from the tax treatment of payments or any portion thereof; (vii) any negligent or intentional wrongdoing by any Member; (viii) any act or omission of yours with respect to the payment of fees to any Provider; (ix) your dispute of or failure to pay any invoice or any other payment; or (x) your obligations to a Provider. Any such indemnification will be conditioned on our: (a) notifying you in writing of any such claim, demand, action, cost, liability, loss or threat of any thereof; (b) cooperating with you in the defense or settlement thereof; and(c) allowing you to control such defense or settlement. We will be entitled to participate in such defense through our own counsel at our own cost and expense. We reserve the right to report any wrongdoing of which we become aware to the applicable government agencies or otherwise.

Miscellaneous terms and conditions:

You are responsible for compliance with applicable local laws, keeping in mind that access to the contents of this Site may not be legal for or by certain persons or in certain countries. Itbidding will not be considered to have modified or waived any of our rights or remedies under this Agreement unless the modification or waiver is in writing and signed by an authorized representative of Itbidding. No delay or omission by Itbidding in exercising its rights or remedies will impair its rights or be construed as a waiver. Any single or partial exercise of a right or remedy will not preclude further exercise of any other right or remedy. You will not transfer, assign or delegate your rights or obligations (including your Account) under this Agreement to anyone without the having written permission of Itbidding, and any attempt to do so will be null and void. Itbidding may assign this Agreement in its sole discretion.

13. Privacy Policy:

The privacy policy of the Itbidding is detailed which could be located in the website separately. One could also find them by clicking the Link: privacy policy.

14. Disclosure of information:

Registration Information
We use Personal Information for our own internal purposes including contacting you via email to inform you about updates to our Services and providing you with information relating to e-commerce transactions that you conduct on the Site. We reserve the right to disclose your information as required by law. We do not rent or sell our Users' Personal Information to third parties.

Advertising

We may send you email communications including information that we think may be of interest to you. You may opt out of receiving these email communications either when you register to become a Member or via the Preferences section of your area. We do not send any of your Personal Information to our advertisers. You may see a cookie from a third-party banner server, and this cookie comes from the third party banner server, not Itbidding. Again, we do not pass along any Personal Information to this party.

Itbidding’s Contractors and Partners

To the extent necessary to provide you with the services on the Site, we may provide your relevant information to third party contractors and/or partners who work on behalf of or with Itbidding to provide you with such services, to help us communicate with you or to maintain the Site. Generally these contractors and/or partners do not have any independent right to share this information, however certain contractors and/or partners who provide services on the Site, including the providers of online communications services, will have rights to use and disclose the Personal Information collected in connection with the provision of these services in accordance with their own privacy policies.

Tracker Software
We may use the information collected and transferred to us by Tracker to determine whether Itbidding will guarantee your work. Itbidding may disclose your Tracker information to your Buyers. You will have the ability to choose which Screenshots are disclosed to the Buyer. Notwithstanding the foregoing, Buyers will have the ability to view any Screenshots transferred to the Workroom until you choose not to share such Screenshots. Itbidding may use other information transferred by Tracker, such as your Account and computer information, to provide you Services or improve our Services.

Legal Requests

Itbidding cooperates with law enforcement inquiries, as well as other third parties to enforce laws, such as: intellectual property rights, fraud, theft, harassment and other rights. We can and you authorize us to disclose any information about you, including the content of your online communications, if we believe in good faith that such disclosure is necessary to (a) comply with relevant laws or to respond to subpoenas or warrants served on us; (b) protect or defend the rights or property of Itbidding or third parties; (c) assist in an investigation; or (d) respond to an emergency that poses a threat to the safety of Users or other persons.

Comments Submitted by Users

Itbidding constantly seeks to improve the quality of the services we provide and the User experience on the Site. We value your input and encourage you to help us expand and make improvements to the Site by providing us with any thoughts or comments you might have regarding our services or the operation of the Site.

Security

We will use commercially reasonable methods to keep Personal Information secured in our files and systems. Our Payment System is operated using secure Internet connections, using SSL (Secure Sockets Layer) encryption, to help protect your financial data. Please note that with current technology, we cannot guarantee the security of your data as it travels over the Internet.

Correcting/Updating Your Information and Opting Out

This Site gives the following options for changing and modifying information previously provided:

1. You may update your registration information using the Preferences page, under Itbidding site after you register.
2. You may update your credit card information using the Account page, under the Itbidding site section of the Site.
3. This Site Users have the opportunity to opt out of receiving promotional email communications from us, Itbidding newsletters and other Site information using Preferences, Email Notifications under the Itbidding site. However, you may not opt out of receiving administrative communications from Itbidding regarding the Services or the Site, except by terminating your membership. In addition, you may not opt out of Itbidding sending you legal notices related to the Services or the Site.

15. Billing and payment services:

This Billing and Payment Service Policy hereby incorporates by reference all terms, conditions rules, policies and guidelines on the Site, including the Itbidding Terms and condition of Service.

Introduction:

The Itbidding Billing and Payment Service enable Providers to issue invoices and enables Buyers to make payments for services. When Buyer makes a payment through the Payment Service, Itbidding deducts the appropriate Service Fee and Payment Processing Fee due to Itbidding as described on the Site. The Payment Service is intended for business use, so you agree to use the Payment Service primarily for business, and not for personal, family, or household purposes.
Mandatory use of billing and payment services:
As a Buyer, you agree to use the Payment Service to make all payments to a Provider, for a period of one year after you identify the Provider through the Site, whether first-time, repeat, or follow-on. You also agree not to take any action directly or indirectly to circumvent the Itbidding Service Fee. As a Provider, you agree to use the Payment Service to receive all payments from a Buyer for a period of one year after you identify the Buyer through the Site, whether first-time, repeat, or follow-on First-Year Payments. In addition, you acknowledge and agree that a Buyer is not obligated to pay any invoice to you unless you originated that invoice through the Payment Service. If Itbidding notifies you that your Buyer has paid Itbidding an Opt-Out Fee, the foregoing obligations will not apply for your work with that Buyer.

Non Circumvention of payment services:
You agree not to circumvent the Payment Service. Prohibited acts include (but are not limited to) the following:
Submitting proposals or soliciting Buyers identified on the Site to contact, hire, manage or pay outside the Site.

Accepting proposals from or soliciting Providers identified on the Site to contact, deliver Provider Services, invoice, or receive payment outside the Site. Invoicing or reporting on the Site an invoice or payment amount different than that agreed between Buyer and Provider.
As a Buyer, you agree to notify Itbidding immediately if your Provider solicits payment from you outside the Site. As a Provider, you agree to notify Itbidding immediately if your Buyer seeks to pay you outside the Site. If you are aware of a breach of the foregoing prohibitions, or any potential circumvention of the Payment Service, please submit a confidential report to Itbidding by sending an email to us at the following email address: policy (at) Itbidding .com.

16. Legal nature of payment service:

When you use the Payment Service to bill for or pay service fees, Itbidding acts as your agent based upon your direction and your requirements to perform tasks on your behalf. Itbidding holds your Account funds separate from its corporate operating accounts, and will not voluntarily make your funds available to its creditors in the event of a bankruptcy or for any other purpose.

Itbidding is not a bank, and amounts transferred through or stored in the payment service are not insured deposits. You will not receive interest or other earnings on the funds in your Account. Itbidding may earn and retain interest on those funds, or may receive a reduction in fees or expenses charged for banking services or other compensation in respect of any balances in Accounts.
By initiating invoices and sending payments through the Payment Service or adding funds to your Account, you appoint Itbidding as your agent to obtain the funds on your behalf and to transfer the funds to the recipient that you designate, subject to the terms and conditions of this Billing and Payment Service Policy and the Itbidding Terms of Service. Each Provider must properly discharge and credit Buyers for all payments that Itbidding receives through the Payment Service from such Buyers.

No Responsibility for Provider Services or Buyer Payments

Itbidding acts as a payment provider by creating, hosting, maintaining, and providing the Payment Service to you via the Internet. Itbidding does not have any control over the Provider Services invoiced or paid for with the Payment Service, nor whether a Buyer or Provider you are dealing with will actually complete the transaction. Nothing in the Payment Service will be deemed to constitute Itbidding your agent with respect to any Provider Services purchased and sold by Users through the Site, or expand or modify any warranty, liability or indemnity stated in these Terms of Service.

Disputes between Buyers and Providers

Any disputes in connection with services provided by Providers or payments made by Buyers remain between such Buyers and Providers. By using the Payment Service, you agree to follow the Dispute Resolution Process. You further acknowledge that Itbidding will not be a party to any such dispute. Itbidding will attempt to take the actions set forth in the Dispute Resolution Process, but Itbidding will not be obligated to take any other action or refrain from taking any other action toward resolving any such dispute. Itbidding may, at its sole discretion, and in the case of Escrow Jobs may be required to, withhold or delay payment or continue to hold amounts in Escrow or make payment or release funds in Escrow, in the event of dispute between a Buyer and a Provider.

How to Bill for services using the payment services:

To request payment from a Buyer using the Payment Service, Provider must follow the instructions and Payment Service links on the Site and provide the information requested. By requesting payment, Provider authorizes Itbidding to bill Buyer to receive payments on behalf of Provider’s in the amounts stated on the applicable Payment Service Web page.

When Provider requests payment from a Buyer, such request is: (1) Provider’s representation that it has completed the applicable Provider Services fully and satisfactorily, and (2) Provider’s irrevocable instruction to Itbidding to invoice and accept payment from the Buyer on Provider’s behalf. Once Itbidding has charged the Buyer, if the Buyer’s credit card company, bank, or PayPal charges back any amount to Itbidding for any reason, Provider hereby agrees to repay Itbidding for such amounts, plus reasonable attorney fees and costs of collection.

How to pay for services using the payment service:

To pay a Provider using the Payment Service, Buyer must follow the instructions and links on the Site and provide the information requested. Buyer must be a Member that holds a valid credit card issued by a bank acceptable to Itbidding or a Member that holds a Verified PayPal account. Unless Buyer has a balance in their Account, Itbidding will charge the Buyer’s credit card, bank account, or PayPal for the necessary amount. By providing Itbidding with credit card or bank account information, Buyer authorizes Itbidding to charge such credit card or bank account for the amounts stated on the applicable Payment Service Web page.

When Buyer instructs Itbidding to pay a Provider using the Payment Service, such instruction is: (1) Buyer’s representation that it has inspected the work and the Provider has completed the applicable Provider Services fully and satisfactorily; (2) Buyer’s final acceptance of the Provider Services; and (3) Buyer’s irrevocable instruction to Itbidding to pay the Provider. Once Itbidding has paid funds to the Provider, Buyer agrees NOT to ask its credit card company or bank to charge back any amount to Itbidding for any reason. If Buyer does so, Buyer hereby agrees to repay Itbidding for such amounts, plus reasonable attorney fees and costs of collection.

Payment terms for specific job types:
Non-Escrow Fixed Price Jobs, Payment is due net fifteen (15) days after the milestone completion and subsequent invoice from Provider.

Automatic Release for Escrow Fixed Price Jobs for, Buyer has up to net thirty (30) days from the milestone completion and subsequent Release request from Provider to review the work and approve a milestone for payment or dispute payment. If Buyer does not review the work and does not dispute payment within thirty (30) days, the escrow funds will be automatically released to the provider.
For hourly Jobs, Provider is required to submit weekly Timesheets by 11:59 PM Eastern Time, each Sunday. Buyer is required to review and approve weekly Timesheets and make payment by Friday of the week following submission of the Timesheet.
Automatic Payment for hourly Jobs, Buyer may choose the Auto Pay option. If Auto Pay is selected, Buyer authorizes Itbidding to automatically charge Buyer’s default payment method on the Friday of the week following submission of the Timesheet, unless Buyer timely stops payment.

17. Payment and Billing Services

Escrow Services
At a Buyer’s request, Itbidding will accept an advance payment for a Provider’s services(" Escrow Service"). We will prevent the withdrawal of the funds by the Provider until Buyer and the Provider agree that the funds should be withdrawn or until the Buyer and Provider have finished the process of project Agreement or the Buyer get complete work from the provider. You recognize that such funds will be mutual together collected by Itbidding.
Announcement of Dispute
If, for any reason, a party to a transaction using the Escrow Service requests Dispute Resolution Services, Itbidding will notify all parties that the matter will be addressed through the Dispute Resolution Services.

Withdrawal of Funds

To withdraw funds from such Account, buyer/provider must request such funds of the withdrawal methods available on the Website. Any such requests will be subject to the circumstances and limitations contained on the Website and in the Terms and Conditions. Notwithstanding any other provision of these Terms and Conditions, if Itbidding determines in its exclusive discretion that a Registered User has violated the circumstances and limitations of the Site or Terms and Conditions, Itbidding has the right to refuse to process the withdrawal.

Hold on Funds

Itbidding will make funds deposited in your Account generally available for you to use or withdraw. Itbidding reserves the right, at its exclusive discretion, to place a hold on funds for Payments to clear, or if Itbidding suspects dues may be subject to charge back or bank reversal or if fraud is suspected. Itbidding will release a hold as soon as practical until the work is complete.

Legal Relationship

When Registered User use the Escrow Services (referred to collectively as "Payment Service") to bill for or pay service fees,Itbidding acts as your pay agent based upon your way and your requirements to perform tasks on your behalf. By initiating invoices and sending payments through the Payment Service or adding funds to your Account, you appoint Itbidding as your mediator to obtain the funds on your behalf and to transfer the funds to the recipient that you designate, subject to the terms and conditions. Each Provider must properly discharge and credit Buyers for all payments that Itbidding receives from such Buyers.

By using the Payment Services, you expressly acknowledge that;
Itbidding is not acting as a trustee or a fiduciary of buyers or providers and that the Payment Services, including Escrow Services, are presented to Registered Users administratively. Itbidding is not a "financial institution" as defined under the Bank Secrecy Act (BSA) and Itbidding is not a Bank and any Payments transferred through or by Itbidding are not insured deposits and is subject to default.

Other Fees.

Itbidding may choose to offer additional features, such as Featured Posts or verification features, for additional fees. Such features and fees are described in details here. Itbidding may also charge fees for Inactive Accounts, as described in the Billing and Payment Service Policy, and Dormant Escrow Accounts, as described in the General Escrow Instructions.

18. General ESCROW Instructions:

These General Escrow Instructions hereby incorporate by reference all terms, conditions rules, policies and guidelines on the Site, including the Itbidding Terms and Condition of Service. Capitalized terms not defined in these General Escrow Instructions are defined in the

Terms and Conditions of Services.

These General Escrow Instructions govern an Escrow established by Buyer and Provider pursuant to the Member Contract they have jointly agreed to on the Site. The "Escrow Instructions" are comprised of these General Escrow Instructions, the Itbidding Terms of Service, and the Member Contract. By clicking to accept an Escrow Job, Buyer has agreed automatically to the Escrow Instructions effective when Provider clicks to accept the Job. By clicking to accept an Escrow Job, Provider has agreed automatically to the Escrow instructions. All references to the Escrow in these General Escrow Instructions will include the initial Funding Approval and any additional Funding Approval for the Job.
Funding Escrow:
When Buyer Submits a Funding Approval on the Site, Buyer irrevocably authorizes Itbidding to use the Payment Service to charge Buyer's Account and, as appropriate, Buyer's credit card, bank, or PayPal in the amount of the applicable Funding Approval, and deposit any amounts collected thereby into an Escrow Account for the Job. If Itbidding cannot collect such amount for any reason, Itbidding has no obligation with respect to the creation or funding of the Escrow or any addition to such Escrow. Unless and until Buyer submits the initial Funding Approval with Itbidding, Itbidding has no obligation with respect to the Escrow. Other than charging clients’ account and, as appropriate, clients’ credit card, bank, or PayPal, Itbidding has no obligation with respect to the creation of funding of the Escrow or any addition to such escrows.
Buyer's Submission of Funding Approval for an Escrow constitutes Buyer's agreement to pay the amounts that Buyer authorizes Itbidding to charge against Buyer's Account and, as appropriate, Buyer's credit card, bank, or PayPal. Such payments, once authorized, are final, and Itbidding will release amounts in the Escrow only pursuant to the Escrow Instructions.
ESCROW account deposit:

Itbidding deposits and maintains all funds in the Escrow Account in a bank approved to receive escrow funds under applicable laws and regulations. You agree that you will not receive interest or other earnings on the funds in the Escrow Account. Itbidding may earn and retain interest on those funds, or may receive a reduction in fees or expenses charged for banking services or other compensation in respect of any balances in Escrow Accounts.

ESCROW Status
Buyer and Provider may access current information regarding the status of the Escrow on the Site.

ESCROW agent duties:

Itbidding undertakes to perform only such duties as are expressly set forth in the Escrow Instructions and no other or further duties will be implied. Itbidding has no liability under and no duty to inquire as to the provisions of any agreement other than the Terms and the Escrow Instructions. Itbidding will be under no duty to inquire into or investigate any agreement or communication between Buyer and Provider, even if uploaded to the Site.Itbidding has the right to rely upon, and will not be liable for acting or refraining from acting upon, any written notice, instruction, or request furnished to it in accordance with these General Escrow Instructions, if Itbidding reasonably believes that such notice, instruction, or request is genuine and that it is signed or presented by the proper party or parties. Itbidding has no duty to inquire into or investigate the validity, accuracy or content of any such document. Itbidding has no duty to solicit any payments or Releases which may be due to or from any Escrow Account. Itbidding may execute any of its powers and perform any of its duties under the Escrow Instructions directly or through agents or attorneys (and will be liable only for the careful selection of any such agent or attorney) and may consult with counsel, accountants and other skilled persons to be selected and retained by it. Itbidding will not be liable for anything done, suffered or omitted in good faith by it in accordance with the advice or opinion of any such counsel, accountants or other skilled persons. If Itbidding is uncertain as to its duties or rights hereunder or receives instructions, claims or demands from any party hereto which, in its opinion, conflict with any of the provisions of the Escrow Instructions, Itbidding will be entitled to refrain from taking any action and its sole obligation will be to keep safely all property held in Escrow until it is directed otherwise in writing by Buyer and Provider or by a final order or judgment of an arbitrator or court of competent jurisdiction.

ESCROW agent rights:

Itbidding has the right in its sole discretion but not the obligation to institute Arbitration in accordance with the foregoing, or to institute any other legal proceedings including depositing funds held in Escrow with a court of competent jurisdiction, to resolve any dispute between Buyer and Provider related to an Escrow. Any provision of these General Escrow Instructions to the contrary notwithstanding, and regardless whether Itbidding is identified as a party in interest in any dispute, arbitration or other legal proceeding, nothing herein will be construed to limit Itbidding’s legal and equitable rights, including but not limited to depositing funds held in Escrow with a court of competent jurisdiction. In case of fraud, Itbidding has the right to Release funds held in Escrow to the defrauded party. Any corporation or association into which Itbidding may be merged or converted or with which it may be consolidated, or any corporation or association to which all or substantially all the escrow business of Itbidding may be transferred, will succeed to all the rights and obligations of Itbidding as escrow agent under these General Escrow Instructions without further act.

Term and termination of ESCROW:

The Escrow will terminate automatically upon Release of all funds in the Escrow Account. Itbidding reserves the right to terminate the Escrow, for any reason, by providing Buyer and Provider 20 day’s written notice.

Survival of Terms following

Upon termination of the Escrow, the remaining provisions of the Itbidding Terms of Service will survive, including, without limitation, obligations to pay Itbidding any amounts, provisions concerning dispute resolution, limitation of liability, and indemnification obligations.
Successor and assigns these General Escrow Instructions are binding upon and inure to the benefit of the successors and assigns of Buyer, Provider, and Itbidding. However, Itbidding has no obligation in performing the Escrow Instructions, to recognize any successor or assign of Buyer or Provider unless Itbidding receives clear, authoritative, and conclusive written evidence of the change of such parties.

Contract between buyer and provider:
This Services Agreement is part of the Member Contract between Buyer and Provider, effective upon Buyer’s award and Provider’s acceptance of a Job on the Site.

19. Member Contract

Upon Buyer’s award and Provider’s acceptance of a Job on the Site, Buyer agrees to purchase, and Provider agrees to deliver, the Provider Services in accordance with the following agreements : (1) the Terms of Service; (2) the Job terms, as awarded and accepted on the Site, to the extent not inconsistent with the Mandatory Terms (defined below); (3) any other contractual provisions accepted by both Buyer and Provider and uploaded to the Site, to the extent not inconsistent with the Mandatory Terms (defined below); and (4) this Services

Agreement:

The provisions of this Service Agreement may be modified by Job terms awarded and accepted on the Site or other contractual provisions accepted by both Buyer and Provider and uploaded to the Site. However, the other provisions of the Terms of Service besides this Services Agreement may not be modified.
Conflicts in the Member Contract will be resolved in the following order of precedence:
(1) The Mandatory Terms;
(2) The Job terms, as awarded and accepted on the Site, to the extent not inconsistent with the Mandatory Terms;
(3) Any other contractual provisions accepted by both Buyer and Provider and uploaded to the Site, to the extent not inconsistent with the Mandatory Terms; and
(4) This Service Agreement.
Notwithstanding anything to the contrary, Buyer and Provider both agree not to enter into any contractual provisions or Job terms in conflict with the Mandatory Terms. Any part of the Member Contract that conflicts with or modifies the Mandatory Terms will be null and void while the other parts of the Member Contract will remain valid and binding.

20. Responsibilities and Performance

Buyer is responsible for managing, inspecting, accepting and paying for satisfactory Provider Services in accordance with the Member Contract in a timely and professional manner. Provider is responsible for the performance and quality of the Provider Services in accordance with the Member Contract in a timely and professional manner, consistent with industry practice, at a location, place and time that Provider deems appropriate. The manner and means that Provider chooses to perform the Job are in Provider’s sole discretion and control. In performing the Job, Provider agrees to provide its own equipment, tools, and other materials at its own expense. Buyer and Provider each covenants and agrees to act with good faith and fair dealing in performance of the Member Contract.

21. Intellectual Property Rights

Certain Defined Terms As used in this Services Agreement, the following terms have the following meanings unless the context otherwise requires:
"Background Technology" means all Inventions developed by Provider other than in the course of providing services to Buyer hereunder and all Inventions acquired or licensed by Provider and disclosed to Buyer that Provider uses in performing services under the Member Contract or incorporates into Job.
"Intellectual Property Rights" has the meaning given in the Terms of Service. "Invention" means any ideas, concepts, information, materials, processes, data, programs, know-how, improvements, discoveries, developments, designs, artwork, formula, other copyrightable works, and techniques and all Intellectual Property Rights therein.

"Work Product" means any and all work product developed by Provider as required to complete the Job and delivered to the Buyer in the performance of the Job, excluding Background Technology.
Background Technology: Provider will disclose any Background Technology which Provider proposes to use or incorporate in connection with performance of its services to Buyer. If Provider discloses no Background Technology, Provider warrants that it will not use Background Technology or incorporate it into Work Product provided pursuant thereto.

License to Background Technology: Provider hereby automatically upon receipt of payment from Buyer, grants to Buyer a non-exclusive, perpetual, fully-paid and royalty-free, irrevocable and world-wide right, with rights to sublicense through multiple levels of sub licensees, to reproduce, make derivative works of, distribute, publicly perform, and publicly display in any form or medium, whether now known or later developed, make, have made, use, sell, import, offer for sale, and exercise any and all present or future rights in the Background Technology incorporated or used in Work Product.

Ownership of Job and Intellectual Property: Provider agrees that the Work Product is a work made for hire. Upon Provider’s receipt of payment from Buyer, any Intellectual Property Rights in the Work Product will be the sole and exclusive property of Buyer, and Buyer will be deemed to be the authors thereof. If Provider has any rights to such Intellectual Property Rights that are not owned by Buyer upon Provider’s receipt of payment, Provider hereby automatically irrevocably assigns to such Buyer all right, title and interest worldwide in and to such Intellectual Property Rights. Except as set forth below, Provider retains no rights to use such Intellectual Property Rights and agrees not to challenge the validity of Buyer’s ownership in such Intellectual Property Rights. Provider hereby waives any moral rights, rights of paternity, integrity, disclosure and withdrawal or inalienable rights under applicable law in and to the Work Product.

License to or Waiver of Other Rights: If Provider has any right to such Intellectual Property Rights that cannot be assigned by Provider, Provider hereby automatically upon receipt of payment from Buyer unconditionally and irrevocably grants to Buyer during the term of such rights, an exclusive, even as to Provider, irrevocable, perpetual, worldwide, fully paid and royalty-free license, with rights to sublicense through multiple levels of sub licensees, to reproduce, make derivative works of, distribute, publicly perform and publicly display in any form or medium, whether now known or later developed, make, use, sell, import, offer for sale and exercise any and all such rights. If Provider has any rights to such Intellectual Property Rights that cannot be assigned or licensed, Provider hereby automatically upon receipt of payment from Buyer unconditionally and irrevocably waives the enforcement of such rights, and all claims and causes of action of any kind against Buyer or related to Buyer’s customers, with respect to such rights, and agrees, at Buyer’s request and expense, to consent to and join in any action to enforce such rights.

Competitive or Conflicting Jobs

Provider agrees, during the term of the Membership Contract, not to enter into a contract or accept an obligation that is inconsistent or incompatible with Provider’s obligations under the Member Contract. Provider warrants that there is no such contract or obligation in effect as of the Effective Date. Provider further agrees not to disclose to, deliver to, or induce Buyer to use any confidential information that belongs to anyone other than Buyer or Provider.

22. Confidential Information

Provider agrees that during the term of the Member Contract and thereafter, except as expressly authorized in writing by Buyer, Provider (a) will not use or permit the use of Confidential Information (as defined below) in any manner or for any purpose not expressly set forth in the Member Contract; (b) will not disclose, lecture upon, publish, or permit others to disclose, lecture upon, or publish any Confidential Information to any third party without first obtaining Buyer’s express written consent on a case-by-case basis; (c) will limit access to Confidential Information to Provider personnel who need to know such information in connection with their work for Buyer; and (d) will not remove any tangible embodiment of any Confidential Information from Buyer’s premises without Buyer’s prior written consent.

"Confidential Information" means all information related to Buyer’s business and its actual or anticipated research and development or related to a Work Product delivered or agreed to be delivered from Provider to Buyer, including without limitation (i) trade secrets, inventions, ideas, processes, computer source and object code, formulae, data, programs, other works of authorship, know-how, improvements, discoveries, developments, designs, and techniques; (ii) information regarding products or plans for research and development, marketing and business plans, budgets, financial statements, contracts, prices, suppliers, and customers; (iii) information regarding the skills and compensation of Buyer’s employees, contractors, and any other service providers; (iv) information designated by Buyer, either in writing or orally, as Confidential Information, (v) the existence of any business discussions, negotiations, or agreements between Buyer and any third party; and (vi) all such information related to any third party that is disclosed to Buyer or to Provider during the course of Buyer’s business ("Third Party Information"). Notwithstanding the foregoing, it is understood that Provider is free to use information that is generally known in the trade or industry, information that is not gained as a result of a breach of the Member Contract, and Provider’s own skill, knowledge, know-how, and experience. Confidential Information will not include information that was known to Provider prior to Buyer's disclosure hereunder or that becomes publicly available through no fault of Provider.

23. Indemnification

Provider will defend, indemnify, and hold harmless Buyer against any damage, cost, loss or expense arising from a claim, suit or proceeding brought against Buyer (i) alleging that any Work Product that Provider delivers pursuant to the Member Contract or the Job infringes upon any intellectual property rights, (ii) alleging that any Work Product that Provider delivers pursuant to the Member Contract or the Job misappropriates any trade secrets, of any third party, or (iii) arising from Provider's breach of the terms of this Agreement.

24. Termination

Termination with Cause: Either party has the right to terminate the Membership Contract immediately in the event that the other party has materially breached the Member Contract and fails to cure such breach within fifteen (15) days of receipt of notice by the non-breaching party, setting forth in reasonable detail the nature of the breach. Such notice must comply with the Dispute Resolution Process set forth in the Terms of Service. Buyer may also terminate the Membership Contract immediately in its sole discretion in the event of Provider’s material breach of the Sections titled Intellectual Property Rights, Competitive or Conflicting Jobs, and Confidential Information.
Return of Property: Upon termination of the Member Contract or upon Buyer’s request at any other time, Provider will deliver to Buyer all of Buyer’s property together with all copies thereof, and any other material containing or disclosing any Work Product, Third Party Information, or Confidential Information.

25. DISCLAIMER OF WARRANTIES

OTHER THAN THE WARRANTIES EXPRESSLY STATED HEREIN OR IN THE TERMS OF SERVICE, PROVIDER DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY, ACCURACY, FITNESS FOR A PARTICULAR PURPOSE, ARISING BY STATUTE OR OTHERWISE IN LAW OR FROM A COURSE OF DEALING OR USAGE OR TRADE.

EXCLUSIONS AND LIMITATIONS OF LIABILITY
THIS AGREEMENT TITLED CONFIDENTIAL INFORMATION, IN NO EVENT WILL EITHER PROVIDER OR CLIENT BE LIABLE TO THE OTHER FOR ANY SPECIAL, INDIRECT, CONSEQUENTIAL, INCIDENTAL OR PUNITIVE DAMAGES PURSUANT TO THE MEMBER CONTRACT, INCLUDING BUT NOT LIMITED TO, LOSS OF PROFITS, LOSS OF BUSINESS OPPORTUNITIES OR LOSS OF GOODWILL, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
THIS AGREEMENT TITLED CONFIDENTIAL INFORMATION AND IN NO EVENT WILL EITHER PROVIDER OR CLIENT BE LIABLE TO THE OTHER FOR ANY ACTION OR CLAIM RELATED TO THE SERVICES PROVIDED FOR THE JOB, WHETHER BASED ON CONTRACT, TORT, NEGLIGENCE OR ANY OTHER THEORY OF LIABILITY, IN AN AMOUNT IN EXCESS OF THE AMOUNT THE CLIENT PAID TO THE PROVIDER THROUGH THE SITE DURING THE ONE (1) YEAR PERIOD IMMEDIATELY PRECEDING THE DETERMINATION OF SUCH LIABILITY.

26. Dispute with another member?
If you have used the Site in accordance with the Itbidding Terms of Service and you have a dispute with another User ("Opposing Party"), the Dispute Resolution Process consists of three phases subject to limitation based on the type and status of Job in dispute:
Member Resolution: Available on all Jobs.

Itbidding Dispute Assistance: Available only for Escrow Jobs.
Arbitration: Available only for Escrow Jobs. Notice of Disputes Resolved. Any agreement resolving the dispute between you and the Opposing Party must be posted (and confirmed by both parties) as text or attachments onto the Workroom to allow Itbidding to maintain a record of the disposition of the matter.

Key Dates
For all disputes regardless of type and status of a Job in dispute, you must be aware of the following key dates in any dispute:

Breach Date: means the later of (1) the date on which the events causing the breach of your agreement with the other User first took place, and (2) the date on which you learned, or reasonably should have learned, about those events.

Dispute Initiation Date: means the date a Buyer or Provider submits a Dispute Notice Form or Job Cancellation Form on the Site. You must submit Dispute Notice Form or your Job Cancellation Form on the Site at least 15 days prior to the six-month anniversary of the Breach Date see the paragraphs entitled Limitations Period and Arbitration for Escrow Jobs below.

Limitations Date: means the date six months following the Breach Date. You do not have a right to initiate a claim or cause of action or demand arbitration after the Limitations Date.
Limitations Period: The six-month anniversary of the Breach Date is the statute of limitations date. Or
Limitations Date: All claims must have a Dispute Initiation Date prior to the Limitations Date or the claim is barred. You do not have a right to initiate a claim or demand Arbitration after the Limitations Date. You must submit your Dispute Notice Form on the Site at least 15 days prior to the six-month anniversary of the Breach Date or you will not have the right to initiate a claim or demand arbitration, and your claim or cause of action will be barred see the section entitled Arbitration for Escrow Jobs below.

Member Resolution for Non-Escrow Jobs

For non-Escrow Jobs, please submit a Dispute Notice Form on the Site. You must allow the Opposing Party 15 days to respond and attempt to resolve the dispute with you, before you initiate any claim.

Member Resolution for Escrow Jobs
For Escrow Jobs, if Provider or Buyer requests an Escrow Release or a modification to the Member Contract due to changed circumstances imposed by the other party, and if the other party does not approve such Release or modification within five business days after such request was posted on the Site, then either (1) Provider or Buyer has the right to submit a Dispute Notice Form on the Site, or (2) Buyer has the right to submit a completed Job Cancellation Form on the Site, as the case may be.
Contrary Instructions: If Provider or Buyer submits a Dispute Notice Form or Job Cancellation Form, the other party has three business days to submit a response on the Site ("Contrary Instructions") before Provider or Buyer has the right to make a request to Itbidding for assistance. Contrary Instructions means a good faith written representation: (1) If by Buyer, that Buyer has not received all Milestone Deliverables required for a Release pursuant to the Member Contract, or (2) If by Provider, that Provider has delivered all

Milestone Deliverables required for a Release.

Failure to Upload Contrary Instructions: If Buyer or Provider does not respond with Contrary Instructions to the Site within three business days following Provider's or Buyer's original submission of the Dispute Notice Form or Job Cancellation Form, Provider or Buyer will notify Itbidding of such failure, Itbidding will then notify the Buyer or Provider and require a response. If Buyer or Provider does not respond to Itbidding within five business days of Itbidding’s demand then Buyer and Provider will be deemed to have agreed to the Release sought in the Dispute Notice Form or the cancellation sought in the Job Cancellation Form, and either (1) Buyer and Provider will be deemed to have authorized and instructed Itbidding to, and Itbidding will, make the Release to the Provider, or (2) Provider and Buyer will be deemed to have authorized Itbidding to, and Itbidding will, make the Release to the Buyer, as the case may be.

Response to Contrary Instructions: If Buyer or Provider timely submits Contrary Instructions to the Site, the other party has the right within three business days to submit a good faith response. Then, Buyer and Provider have the right to submit responses to each other successively, with the goal of resolving in good faith any dispute and delivering joint written instructions to Itbidding concerning a Release. Buyer and Provider will not terminate such discussion and negotiation prior to the earlier to occur or delivery of joint written instructions to Itbidding concerning a Release, or the date 15 business days following the original submission of the Dispute Notice Form or Job Cancellation Form on the Site.

Communication:
Itbidding encourages detailed and professional communication between Buyers and Providers through the Site. You are required to log onto the Site to manage Jobs and use the Workrooms to maintain an electronic record of all written communication including clarifications and agreements around scope, deliverables, milestones, timeframes, price, feedback on deliverables, requests for revisions, acceptance of deliverables and completion of milestones. You must transcribe into the Workroom all relevant emails, instant messages, telephone or in-person conversations between the Buyer and the Provider to maintain a record. If there is a dispute, all written communication on the Site, including Job posting, proposals, usage of the Terms and Change Order features, messages, and any communications transcribed to the Workroom will serve as the record for resolution of the dispute. A communication that is not saved in or copied to the Workroom cannot be submitted as evidence in the Itbidding Dispute Resolution process after a dispute is reported. Itbidding provides a designated space in the Provider profile to enter email address, telephone number and instant message IDs. Providers must not enter contact information or solicit private communications in public messages, in Job descriptions, or sections of their Itbidding profile outside of the designated Contact Information fields.

28. Posting of information and content:

You agree to provide true, accurate and complete information whenever you post any information or content on the Site (including but not limited to posting a request for Provider Services, providing a proposal for a posted Job, posting your profile and providing feedback). You agree to update such information whenever it changes. You agree to use good judgment when posting information, remarks or other content regarding other Users, Members, Buyers, Providers, Itbidding or any other third party. You understand that you may be held legally responsible for damages suffered by other Users, Members, Buyers, Providers, Itbidding or any third party as a result of legally actionable or defamatory comments, remarks or other information or content which you post to the Itbidding Site. Itbidding is not legally responsible for any remarks, information or other content posted or made available on its Site by any User or third party, even if such information or content is defamatory or otherwise legally actionable. Itbidding is not responsible for and does not monitor or censor content for accuracy or reliability. Itbidding reserves the right to remove or restrict access to any information, content or Job posted or made available on the Site in its sole discretion, or if ordered to do so by a court, or if Itbidding considers such information or content to be in violation of the Itbidding Terms of Service.

Posting of jobs:
As a Buyer, when posting Jobs and hiring providers, you agree to the following guidelines:

• Post Jobs with clear scope, well-defined deliverables and required time frames. Do not hesitate to contact Customer Support for assistance with posting a Job.
• Answer clarifying questions from Providers and update the Job description.
• Accept a proposal only when it has a clear description of the work, well-defined deliverables and milestones, precise timeframes and payment terms.
• Evaluate multiple proposals against criteria important to you, such as a Provider's work experience, education, portfolio, certifications, references, feedback from prior Buyers, location, communication style and cost.
• Ask the Provider to utilize the Terms feature on the Site to define key milestones and payment schedules.
• Ask for the Provider's office hours and standard response times.
• Once you have hired for your Job, log onto the Site to manage the Job and use the Workroom as described in the section entitled Communication.

Prohibited job postings:
You agree NOT to do the following when you post a Job or transmit information on the Site:

• Post false or misleading information about a product, service or service request.
• Post logos, seals or slogans from third parties on the Site unless such material is provided by Itbidding or an Itbidding partner, or you have received express written permission from Itbidding to display such third party logo, seal or slogan.
• Post or transmit any content that is profane, vulgar, racist, offensive, threatening, harmful, abusive, defamatory or disparaging.
• Post or transmit unprofessional or offensive comments about a User, Member, Provider, Buyer, Itbidding, or any third party.
• Suggest or solicit another User to contact you directly in order to buy or sell services outside of Itbidding.

Post or introduce software on the Site that: (i) is designed to disrupt, disable, harm or otherwise impede in any manner, including aesthetic disruptions or distortions, the operation of this Site or any other software, firmware, hardware, computer system or network (sometimes referred to as viruses or worms); (ii) would disable or impair this Site or any other software, firmware, hardware, computer systems or networks in any way where such disablement or impairment is caused by the elapsing of a period of time, exceeding an authorized number of copies, advancement to a particular date or other numeral (sometimes referred to as time bombs, time locks or "drop dead" devices); (iii) would permit you or any other person to access this Site or any other software, firmware, hardware, computer systems or networks to cause such disablement or impairment or transmit information (sometimes referred to as traps, access codes, or trap door devices, or spyware); or (iv) which contains any other similar harmful, malicious or hidden procedures, routines or mechanisms which would cause such programs to cease functioning or to damage or corrupt data, storage media, programs, equipment or communications or otherwise interfere with operations.
Access, tamper with or use non-public or non-authorized areas of the Site. Unauthorized individuals attempting to access these areas of the Site may be subject to prosecution.

Tamper with postings of other Users, Members or Itbidding.
Solicit or gather any User's or Member's information available from the Site, such as other usernames and email addresses, for any commercial or business purposes or to transmit any unsolicited advertising, junk mail, spam or chain letters.
Do anything which would create or impose an unreasonable or disproportionately large burden or load on the Site.

• Use robots, spiders, scrapers or other automated means to access information in our Site for any purpose without express written permission from Itbidding.
• Frame or link to the Site except as permitted in writing by Itbidding.
• Impersonate or misrepresent your affiliation with any person or entity.
• Require or request that a Provider deliver a free mock-up or proof of concept as part of a proposal submission or as a condition to consideration of a proposal.
• Repeat any action after you receive warning or request to desist from Itbidding, whether or not that action is explicitly prohibited in the policies stated on the Site.
• Fail to respond to an email from Itbidding regarding violation, dispute or complaint within two business days.

Use the Site if you are not able to form legally binding contracts, are under age or are temporarily or indefinitely suspended from our Site.

Take any action that may undermine the feedback or ratings systems (such as importing or exporting feedback information off the Site, or using feedback as an extortion mechanism).
Copy, modify or distribute content from the Site, except for your own information and use, without the prior express written permission from Itbidding.
Select a Buyer or hire a Provider on the basis of religion, sex or race. Violate a request by Itbidding to not post Jobs deemed by Itbidding in its sole discretion to be contrary to the interests of the Site or the Itbidding User community.

29. Audit Provisions and Record Keeping

For a period of one year after accepting each Job, you agree to keep and maintain complete and accurate records related to the Provider Services that you perform for your Buyer, including the service description, the proposal and payment terms, and information on all repeat or follow-on Provider Services performed for each Buyer originated on Itbidding. If questions arise regarding services rendered, work performed or fees due to Itbidding, you agree to provide copies of these records and other relevant documentation to Itbidding within 20 days of Itbidding’s request.

30. Force Majeure:

The Company will not be liable for any losses arising out of the delay or interruption of its performance of obligations due to any acts of God, acts of civil or military authorities, civil disturbances, wars, strikes or other labor & political disputes, fires, transportation contingencies, interruptions in telecommunications, utility, Internet services or network provider services, acts or omissions by a third party, infiltration or disruption of the Services by a third party, or other catastrophes or occurrences that are beyond Company's reasonable control.

 

31. General

In the event that any provision of the Terms shall, in whole or in part, be determined to be invalid, unenforceable or void for any reason, such determination shall affect only the portion of such provision determined to be invalid, unenforceable or void, and shall not affect in any way the remainder of such provision or any other provision of the Terms. Company’s failure to act with respect to a breach by you or others does not waive its right to act with respect to subsequent or similar breaches. In the event of a conflict between the terms and the applicable service agreements, the later shall govern.