Terms of Service

These Terms of Service (this "Agreement") between Anthillz LLC ("Anthillz") and each user ("User") is effective upon the later of the submission of this Agreement by the User and acceptance by Anthillz (the "Effective Date"). Anthillz reserves the right to update this Agreement in its sole discretion at any time by posting a revised version of this Agreement on the Site.

1 Definitions. In addition to any other capitalized terms used in this Agreement, the following terms shall have their respective meanings set forth below:

1.1 "Content" shall mean any data or other information posted or uploaded onto the Site by a User, including without limitation any text, media or technology, whether now known or later developed.

1.2 "Documentation" shall mean any user manuals and other documentation that Anthillz makes generally available for the Services.

1.3 "Feedback" shall mean the comments posted on the Site by or about a User.

1.4 "Fees" shall mean the amounts charged by Anthillz for the Services at any time.

1.5 "Licensor" shall mean any third party that licenses or otherwise provides Anthillz with any software, or any other good or service, used or provided by Anthillz in providing the Services and making the Site available to User.

1.6 "Policies" shall mean any statements or policies posted by Anthillz on the Site or otherwise made available to User.

1.7 "Profile" shall mean a page of the Site that hosts User reviews related to a particular User.

1.8 "Project" shall mean any request for services posted by a Recipient, or any offer of services posted by a Provider.

1.9 "Provider" shall mean each individual or company (regardless of legal form) that provides or seeks to provide services to Recipients.

1.10 "Recipient" shall mean each individual or company (regardless of legal form) that receives or seeks to receive services from Providers.

1.11 "Services" shall mean the services provided by Anthillz under this Agreement. At any time, Anthillz may add, subtract or modify the Services it provides to User and others, with or without notice.

1.12 "Site" shall mean the web site(s) through which the Services may be accessed. Currently, the site is at www.Anthillz.com

1.13 "Software" shall mean the computer programs used to provide the Services.

1.14 "Verified" and "Verification" shall mean the Service of verifying a User's identity, credentials or other facts about the User.

2 Use of the Services.

2.1 Access to the Services. The Site is an online venue for both Recipients and Providers to post projects and to apply for such projects. Subject to the terms and conditions of this Agreement and the payment of any applicable Fees, Anthillz will permit User to access and use the Services solely for purposes related to the User. Anthillz may, at its sole discretion, update the Site from time to time.

2.2 Compliance with Policies. User shall comply with the terms of this Agreement and all Policies that Anthillz may establish, including without limitation security policies. Each User who chooses to post or accept Projects as a Provider must comply with Anthillz's current Verification Policy, below. User will be solely responsible and liable for all actions taken by any person who accesses and uses the User's account, and User will be responsible for any failure by User or any person accessing User's account to comply with any Policies. User acknowledges and agrees that Anthillz may, in its sole discretion, track User's use of the Services and Site, whether through the use of "cookies," click or query tracking, or otherwise.

2.3 Verification Policy. Users (especially Providers) are strongly encouraged by Anthillz to be Verified by Anthillz's verification service for identity, but Users are not required to be Verified. The fact that a particular User has been Verified as shown on that User's profile or otherwise does not constitute an endorsement of that User by Anthillz or any of its suppliers. Anthillz is not responsible for any actions or omissions of any Provider or other User, regardless of whether or not the Provider or other User has been Verified by Anthillz. Anthillz makes no warranty or guaranty regarding the Verification Services or that any request for Verification Services will be fulfilled. Moreover, Anthillz makes no warranty or guaranty that once a Provider or other User is Verified for one subject (e.g., identity) that the User will be Verified for another subject (e.g., current or previous employment). Anthillz reserves the right to refuse Verification, and to terminate or revoke any Verification previously granted, at any time for any reason or for no reason, and without liability by Anthillz or its suppliers to User or any third party.

2.4 Feedback; Profiles. Each User is encouraged by Anthillz to leave Feedback on the Service about other Users, especially Providers, at such User's Profile, so long as such Feedback is clear, concise, free of profanity, and focused on the services performed or goods sold by the User, as well as the nature of the communications between the Users. However, any Feedback that, in Anthillz's sole discretion, constitutes a personal attack, is defamatory, is irrelevant, or is anything other than constructive may be removed by Anthillz without notice to the posting User and without liability to Anthillz or any of its suppliers. Similarly, Anthillz in its sole discretion may allow negative Feedback to remain publicly available on the Site. BY ACCEPTING THESE TERMS OF SERVICE, USER CONSENTS TO BE SUBJECT TO POTENTIAL NEGATIVE FEEDBACK. IF YOU ARE NOT WILLING TO RECEIVE NEGATIVE FEEDBACK AT YOUR PROFILE, PLEASE DO NOT SUBSCRIBE TO THE SITE.

IMPORTANT NOTICE: Any dispute between or among Users regarding Feedback shall be solely between or among such individuals, and no User shall make Anthillz a party to any litigation or other dispute resolution method regarding any such dispute. each User hereby releases Anthillz from and against any liability regarding any Feedback TO WHICH SUCH USER MAY BE EXPOSED.

2.5 Support. Anthillz may provide User with support for the Site and the Services in accordance with its standard support policies then in force. Such support may include, without limitation, support by telephone during Anthillz's normal business hours, support via e-mail response, and support via web pages on the Site.

2.6 Third Party Software. User acknowledges and agrees that use of the Services requires third party equipment and software(collectively, the "Third Party Components") that are the sole responsibility of User. The Third Party Components may include, without limitation, a computer, a connection to the Internet, operating system software, and a web browser (the necessary version of which may be designated by Anthillz in its sole discretion). Anthillz shall have no responsibility to User, or any third party, with respect to the Third Party Components.

3 Fees. In consideration of Anthillz permitting User to access and use the Services and the Site, User shall pay to Anthillz the Fees, as set forth on the Site or as stated in any communication from Anthillz. User shall pay any Fees and report any applicable taxes. In the event User does not pay any invoice or any Fees when due, Anthillz may suspend providing the Site and Services to User until such invoice or Fee is paid in full.

4 Representations and Warranties

4.1 Legal Authority. User represents and warrants that it has the legal authority to enter into legally binding contract with Anthillz on behalf of User and on behalf of any other entity (regardless of legal form) stated by User, including entities that post Projects on the Site.

4.2 User Content.
User represents and warrants that (a) it is solely responsible for User's Profile, Project postings, Feedback and all Content that User posts on the Site or transmits to other Users; (b) all Content will be true, correct and complete; (c) User's posting or transmission of Content does not and will infringe or breach any intellectual property rights or other rights of any other person; and (d) the User will not impersonate any person, or submit any materials to Anthillz that are false, inaccurate, misleading, unlawful, or are otherwise in violation of any obligations under this Agreement.

4.3 Removal of User Content. User acknowledges and agrees that Anthillz is an online venue for the online distribution and publication of Content regarding Projects. Anthillz has no obligation to screen any User's Content, communications or information in advance and is not responsible for screening or monitoring User Content posted by other Users. Notwithstanding the above, Anthillz may review and remove any Content that, in Anthillz's sole judgment, violates this Agreement, applicable laws, rules or regulations, or is abusive, disruptive, offensive or illegal, or violates the rights of, or harms or threatens the safety of, any Users of the Site or any other persons. Anthillz reserves the right to suspend or terminate User's access to the Site or use of the Services for violating this Agreement or applicable laws, rules or regulations. Anthillz may take any action, in its sole discretion, with respect to a User or any Content.

4.4 No Guaranty by Anthillz. User acknowledges that Anthillz does not represent or guarantee the truthfulness, accuracy, or reliability of any Content or any other communications posted by any Users, and that Anthillz does not endorse, warrant or guarantee any Users, Content or any opinions expressed by Users, even if such User has been verified by Anthillz. Each User acknowledges that any reliance on material posted by other Users is at that User's own risk.

5 Intellectual Property.

5.1 Ownership. Anthillz owns all intellectual property rights in the Site and the Services, including without limitation all copyrights, trademarks, service marks, patents, trade secrets and any other intellectual property or proprietary rights associated with the Site and Services. The parties acknowledge that some of the Software used on the Site and to provide the Services is owned by Anthillz or is licensed by Anthillz from third parties. By this Agreement, User receives from Anthillz a non-exclusive, non-transferable right and license to access and use the Site and Services, and associated Documentation, for the internal business purposes of User. None of the Software may be copied by User. Any rights not expressly granted to User herein are reserved by Anthillz and/or its Licensors.

5.2 Limitations on Use of the Site and the Services. User shall not: (a) assign, transfer, sublicense, lease, or rent the Site, the Services or the Software without Anthillz's prior written permission, which Anthillz may grant or refuse in Anthillz's sole discretion; (b) modify or create any derivative works of the Site, the Services or the Software, or any associated Documentation, including by combining them with or embedding them in any other software, documentation or materials; (c) reverse assemble, decompile, reverse engineer or otherwise attempt to derive the source code for the Site, the Services or the Software, or any ideas, algorithms, structures or methodologies underlying the Site, the Services or the Software; (d) remove any proprietary notices in or on the Services, the Site, or the Software, or on any reports or downloadable files generated through any use of the Services, the Site or the Software; (e) take any actions that jeopardize Anthillz's or its Licensors' proprietary rights in and to the Services, the Site or the Software. Without limiting any of the other disclaimers of warranty set forth in this Agreement, Anthillz does not provide or make any representation as to the quality or nature of any of the third party services purchased through the Site, or any other representation, warranty or guaranty. Any such undertaking, representation, warranty or guaranty would be furnished solely by the provider of such third party products or services, under the terms agreed to by the provider.

6 Term; Termination.

6.1 Term. This Agreement shall commence on the Effective Date and continue until terminated by either party upon written notice (including by electronic mail) to the other party.

6.2 Termination for Convenience. Anthillz may terminate this Agreement or any portion of the Services upon written notice (including by electronic mail) to User for any reason at any time; provided, however, that in such case, Anthillz shall refund to User a prorated portion of the fees paid by User for use of the Services and the Site after the date of termination. User may terminate this Agreement upon written notice to Anthillz for any reason at any time; provided, however, that in such case, User shall not be entitled to a refund of any portion of any fees paid to Anthillz hereunder.

6.3 Termination for Material Breach. Either party may terminate this Agreement immediately upon written notice to the other party in the event of a material breach of this Agreement by such other party. In addition, Anthillz may, at its option, immediately terminate this Agreement or limit or suspend access to the Services and the Site, if User uses or attempts to use the Services or the Site in a manner inconsistent with any Policies or the terms of this Agreement.

6.4 Upon Termination. Upon the expiration or earlier termination of this Agreement, User shall immediately cease all use of the Services and the Site. User's payment obligations hereunder, shall survive the expiration or earlier termination of this Agreement along with any sections of this Agreement that are used to explain or control a party's rights after termination.

7 Disclaimer of Warranties and Limitation of Liability.

7.1 Disclaimer. (A) THE SERVICES AND THE SITE ARE PROVIDED ON AN "AS IS," "AS AVAILABLE" AND "WITH ALL FAULTS" BASIS; (B) THE ENTIRE RISK AS TO SATISFACTORY QUALITY AND PERFORMANCE IS WITH USER; (C) ANTHILLZ DISCLAIMS ALL WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, WARRANTIES OF MERCHANTABILITY, TITLE, NON-INFRINGEMENT, FITNESS FOR A PARTICULAR PURPOSE, ACCURACY OR FITNESS OF RESULTS, NON-INTERFERENCE WITH USER'S ENJOYMENT OF THE SERVICES OR THE SITE OR OTHERWISE. USER ACKNOWLEDGES AND AGREES THAT THE DESCRIPTIONS OF THE SERVICES AND THE SITE PROVIDED BY ANTHILLZ, WHETHER THROUGH THE SITE OR OTHERWISE, ARE NOT A PART OF THIS AGREEMENT.

7.2 Limitation of Liability. IN NO EVENT SHALL ANTHILLZ OR ITS LICENSORS, OR THEIR RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, PREDECESSORS, SUCCESSORS, PARENTS, SUBSIDIARIES, ASSIGNS, OR AFFILIATES BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR EXEMPLARY DAMAGES (INCLUDING DAMAGES FOR LOSS OF BUSINESS PROFITS, BUSINESS INTERRUPTION, LOSS OF DATA, OR BUSINESS INFORMATION AND THE LIKE), WHETHER IN AN ACTION BASED IN CONTRACT, TORT OR OTHERWISE, ARISING OUT OF OR IN CONNECTION WITH THE USE OR PERFORMANCE OF THE SERVICES OR THE SITE. IN NO EVENT SHALL ANTHILLZ'S OR ITS LICENSORS' TOTAL COMBINED LIABILITY TO USER UNDER THIS AGREEMENT EXCEED THE TOTAL FEES USER HAS PAID TO ANTHILLZ FOR THE USE OF THE SERVICES AND THE SITE DURING THE THREE MONTH PERIOD IMMEDIATELY PRECEDING THE FIRST EVENT GIVING RISE TO SUCH LIABILITY.

8 Indemnification.

User shall indemnify, defend and hold harmless Anthillz, its Licensors, and their respective affiliates, directors, officers, agents and employees from and against any and all claims, liabilities, fines, penalties, damages, costs and other amounts (including reasonable attorneys' fees and expenses) expended, assessed, awarded or imposed in connection with any adjudication of such Claims, or agreed upon in connection with any settlement of such Claims relating to, arising out of or alleging any actions or omissions by User, including without limitation any allegations that User breached any agreement with any other user or any third party, that User posted or transmitted Content that violated the intellectual property or other rights of any person, or any use or mis-use by the User of the Site or any Services, or any information or results obtained from any of the foregoing (each a "Claim"). User shall reasonably cooperate with Anthillz in the defense of any such Claim.

9 Miscellaneous.

9.1 Assignment. User shall not assign this Agreement without the prior written consent of Anthillz; and any purported assignment of this Agreement in contravention of the foregoing shall be null and void. Notwithstanding the foregoing, Anthillz has the right to assign this Agreement or any rights or obligations under this Agreement without consent from User.

9.2 Force Majeure. Anthillz shall not be liable for any failure or delay in its performance under the Agreement (including, without limitation, provision of the Services) due to any cause beyond its reasonable control, including without limitation acts of war, acts of God, earthquake, flood, embargo, riot, sabotage, labor shortage or dispute, governmental act, acts of third parties, failures of third party software or equipment (including, without limitation, Third Party Components), power or electrical failures, Internet protocol packet loss or misrouting, and any Internet connectivity failures.

9.3 Export Laws. User acknowledges that the Site, the Services and the Software, and its associated Documentation, may be controlled by United States export laws and regulations. User agrees to adhere to such laws and regulations in the event of any export or re-export of such items.

9.4 Notice. All notices required or permitted to be given by this Agreement shall be in writing and shall be delivered by hand or overnight courier with tracking capabilities or mailed postage prepaid by first class, registered or certified mail. Notices to User will be sent to the most recent address for that User in Anthillz database. Notices to Anthillz must be sent to the address stated in the "Contact Us" (or similarly-name page) of the Site and sent to the attention of the CEO of Anthillz.

9.5 Governing Law. This Agreement is governed by the law of the Commonwealth of Pennsylvania, without regard to its conflicts of laws principles.

9.6 Dispute Resolution. Any controversy or claim between the parties or arising out of this Agreement shall be determined by one disinterested arbitrator in binding arbitration pursuant to the Commercial Arbitration Rules and the Supplementary Procedures for Online Arbitration of the American Arbitration Association (the "AAA"). The arbitrator shall be experienced in agreements for information technology services, either as an attorney or as an information technology professional. If the parties fail to appoint an arbitrator within 45 days of the institution of the arbitration, the AAA shall select the arbitrator promptly thereafter. Any requests for accelerated, emergency or preliminary relief shall be submitted pursuant to the Optional Rules for Emergency Measures of Protection. If any such requests are made before an arbitration panel is empanelled, then the AAA shall appoint one disinterested arbitrator as an arbitration panel to immediately hear and decide such request. The arbitration panel shall have the right to grant interim awards. The arbitral award will be final and binding, and may be entered and enforced in any court of competent jurisdiction.

9.7 Severability. If any provision of this Agreement is held by a tribunal of competent jurisdiction to be illegal, invalid, or otherwise unenforceable in any jurisdiction, then to the fullest extent permitted by law (i) the same shall not effect the other provisions of this Agreement, (ii) such provision shall be deemed modified to the extent necessary in the tribunal's opinion to render such provision enforceable, and the rights and obligations of the parties shall be construed and enforced accordingly, preserving to the fullest extent the intent of the parties as set forth herein, and (iii) such finding of invalidity, illegality, or unenforceability shall not affect the validity, legality, or enforceability of such provision in any other jurisdiction. Notwithstanding the foregoing, the Disclaimers of Warranties and the Limitations of Liability in Section 6 are considered by the parties to be integral to this Agreement and shall not be modified or severed from this Agreement.

9.8 Headings. The section and paragraph headings contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement.

9.9 Waiver. Anthillz's failure to act with respect to a breach by User or others does not waive Anthillz's right to act with respect to subsequent or similar breaches. No waiver of any term of this Agreement will be valid unless in writing and acknowledged in writing by both parties.

9.10 Counterparts. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original and which all together shall constitute a single instrument.