GENERAL

Jobs2Bid On-Line System Subscriber Agreement ("Agreement") governs use of the Jobs2Bid On-Line System (the "Jobs2Bid System") by individuals or entities who become subscribers ("Subscriber" or "You") pursuant to the terms stated in this Agreement. You are not a Subscriber to the Jobs2Bid System and may not access the Jobs2Bid System, until You have clicked the "Accept" button at the bottom of this Agreement. Additional terms and conditions may apply if You use other services offered by CProjects.com ("CProjects", "we" or "us"). In the Subscriber Agreement We will make reference to three types of services; a) Lead Service b) ITB Service c) J2B Access Code Service. To be a Subscriber, You must be at least 18 years old and legally competent to enter into this Agreement.

SOFTWARE LICENSE

We grant to You and You accept a limited, personal, non-transferable and non-exclusive license to have access to and use the Jobs2Bid System solely in accordance with this Agreement. We grant to You and You accept a limited, personal, non-transferable and non-exclusive license to use the software associated with the Jobs2Bid System ("Software") solely to connect to the Jobs2Bid System in accordance with this Agreement. You may not translate, reverse-engineer or reverse-compile or decompile, disassemble, modify or make derivative works from any Software or the Jobs2Bid System, except to the limited extent expressly permitted by law despite this limitation. You understand that the Jobs2Bid System's introduction of various technologies may not be consistent across all platforms and that the performance and some features offered by the Jobs2Bid System may vary depending on Your computer and other equipment. We may log off accounts that are inactive for an extended period of time, and we prohibit the use of tools that defeat the Jobs2Bid System's automatic log-off feature.

SUBSCRIBER RESPONSIBILITIES

You must provide complete and accurate information on this Agreement and all other subscription or other forms. You will not misrepresent your identity or affiliation or impersonate any person or entity at any time when using the Jobs2Bid System. You will be given a User ID that You will need to access the Jobs2Bid System. You may not use Your User ID or anyone else's User ID in any way that violates this Agreement. You must also use a password of your own choice and may not reveal Your password to any other Subscriber. As a Subscriber, You are responsible for all activities that occur under your password or in Your account (the "account"). You may not allow others to use your account. Each user of the Jobs2Bid System within a company or organization must subscribe for his or her own account. If You are using the Jobs2Bid System through a free trial offer, we reserve the right to limit You to just one free trial. If your usage of the Jobs2Bid System (the "Subscription") is terminated for violating any provision of this Agreement, our express permission will be necessary before You are allowed to use the Jobs2Bid System again. Each Subscriber must comply with the applicable laws, rules and regulations regarding Internet use and on-line content and conduct. You will immediately notify us of any unauthorized use of Your password or account or any other breach of security. You will not attempt to obtain use of another Subscriber's password or take any actions, which interfere with use by others of the Jobs2Bid System. You hereby waive and release any claims resulting from Your exposure to content on the Jobs2Bid System that is objectionable to You in any way.

BILLING

The charge for Jobs2bid Lead Service will be made automatically on a monthly basis within 72 hours of your expiration date unless You call to cancel (please see the Cancellation and Termination section of the Subscriber Agreement for more information). Charges for purchases of any other items or services will be made at the time of the transaction. We will only ask for your credit card information when you are purchasing items or services from Jobs2Bid. Invoices for the ITB service will be sent to You 30 days prior to the expiration date. All invoices are due upon receipt. Payments not received by the expiration date may result in the interruption of Your service. You are responsible for all other charges incurred, including applicable taxes and purchases made by You or anyone using Your account. By using the Jobs2Bid System, You authorize us to charge to Your credit card for any purchases You make online. If we provide You with access to third-party vendors who provide content, goods and or services, any separate charges or obligations You incur in Your dealings with these third parties are Your responsibility. For example, any telephone, Internet or other connection charges incurred connecting to the Jobs2Bid System are Your responsibility. In the event You incur any other fees those fees incurred by You must be paid by You on time. We will assess an additional 1.5% (or the highest amount allowed by law, whichever is lower) per month late charge if Your payment is more than 30 days past due. Any late charge shall be due immediately upon receipt. You are responsible and liable for any fees, including attorney and collection fees, that we may incur in our efforts to collect any remaining balances from You. We reserve the right to change our fees or billing methods at any time. The answers to common billing questions are available by contacting one of our customer service representatives at 203-925-0444.

JOBS2BID SYSTEM CONTENT

We do not assume any responsibility or liability for any content that is provided by others. We may modify or remove any content for any reason, but we are not responsible for any failure or delay in removing any material. You may not and will not post, distribute, solicit or link to any software or content. You may not upload, download, copy, transmit, modify, distribute, show in public or in private or create any derivative works from any of the content You find on the Jobs2Bid System, unless You are specifically authorized to do so by this Agreement or are otherwise authorized to do so in a writing from Jobs2Bid. You are not permitted to post content to the Jobs2Bid System.

REDISTRIBUTION

Subject to any restrictions with respect to any particular project that is contained on the Jobs2Bid System, You may redistribute content on the Jobs2Bid System to other persons, provided that (a) You copy the redistributed material exactly without additions or deletions, (b) You include all copyright and trademark markings and information, and (c) You pay the Redistribution Fee for each redistribution of the material which shall be obtained by contacting Jobs2Bid at Redistribution@jobs2bid.com. You must also insure that any redistributed Jobs2Bid System Material is not further distributed or copied.

INTELLECTUAL PROPERTY RIGHTS

You acknowledge that CProjects is and shall remain the exclusive owner of all right, title and interest in and to the Jobs2Bid System, the Software and all intellectual property rights related thereto, including but not limited to patent rights, copyrights, trademarks, trade secrets and other proprietary information and materials which are used, disclosed or shared during the term of this Agreement, ("Intellectual Property Rights") and that such Intellectual Property Rights will not be used during the term hereof or thereafter, except in strict accordance with this Agreement. You will not take any action that may adversely affect or impair CProjects' right, title and interest in or to its Intellectual Property Rights. All intellectual property (conceived either individually or jointly), including any inventions, whether patentable or not, any mask work rights, trademarks, trade secrets, or copyrights, that relate to the Jobs2Bid System which are created in connection with this Agreement, shall be the exclusive property of CProjects, and included in its Intellectual Property Rights, and You shall execute all papers, including assignments, which are necessary for CProjects to obtain or perfect its rights thereto in CProjects' name. You shall render all reasonable assistance as may be required to preserve the validity and enforceability of CProjects' right, title and interest in and to its Intellectual Property Rights, and agree promptly to notify CProjects of any and all infringement, limitations, illegal use, misuse, or misappropriation by any third party of the Intellectual Property Rights which come to Your attention; and of any claims or objections that Your use of the Intellectual Property Rights may or will infringe the copyrights, patents, designs, trademarks, or other proprietary rights of any other third party. CProjects shall be responsible for taking any action or initiating any proceedings which CProjects, in its sole discretion, determines to be necessary or appropriate to prevent any infringement of its Intellectual Property Rights, and You shall provide CProjects with such assistance as is reasonably requested in connection with any such action or proceeding.

LIMITED WARRANTY

THE SUBSCRIBER EXPRESSLY AGREES THAT THE USE OF THE JOBS2BID SYSTEM, THE SOFTWARE, THE CONTENT AND THE INTERNET IS AT SUBSCRIBER'S SOLE RISK AND DISCRETION. THE JOBS2BID SYSTEM, THE SOFTWARE, THE CONTENT, ANY THIRD-PARTY VIRUS CHECKING TECHNOLOGY AND THE INTERNET ARE PROVIDED "AS IS" AND "AS AVAILABLE" FOR YOUR USE, WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, UNLESS SUCH WARRANTIES ARE LEGALLY INCAPABLE OF EXCLUSION. WE PROVIDE THE JOBS2BID SYSTEM ON A COMMERCIALLY REASONABLE AVAILABILITY BASIS AND DO NOT GUARANTEE THAT SUBSCRIBERS WILL BE ABLE TO ACCESS OR USE THE JOBS2BID SYSTEM AT TIMES OR LOCATIONS OF THEIR CHOOSING, OR THAT WE WILL HAVE ADEQUATE CAPACITY FOR THE JOBS2BID SYSTEM AS A WHOLE OR IN ANY SPECIFIC GEOGRAPHIC AREA. YOU ALSO SPECIFICALLY ACKNOWLEDGE AND AGREE THAT CPROJECTS IS NOT IN THE CONSTRUCTION/ ENGINEERING/ ARCHITECTURE PROFESSION OR BUSINESS AND THAT THE JOBS2BID SYSTEM IS A BUSINESS TO BUSINESS INFORMATION EXCHANGE SERVICE ONLY AND IS NOT A SUBSTITUTE FOR COMPETENT CONSTRUCTION, ENGINEERING, ARCHITECTURE, BIDDING OR BUSINESS ADVICE OR ADVISORS. THE SUCCESSFUL OPERATION OF THE JOBS2BID SYSTEM IS DEPENDENT ON YOUR AND YOUR CUSTOMERS' AND THE END USERS', CONTENT PROVIDERS', AND PRINT SERVICE PROVIDERS' USE OF PROPER PROCEDURES AND SYSTEMS, AND INPUT OF COMPLETE AND CORRECT DATA. BECAUSE OF THESE AND OTHER VARIABLES, CPROJECTS CAN MAKE NO REPRESENTATIONS, WARRANTIES, OR GUARANTEES WITH REGARD TO THE RESULTS OBTAINED FROM THE JOBS2BID SYSTEM. YOU AND YOUR CUSTOMERS, END USERS, CONTENT PROVIDERS, AND PRINT SERVICE PROVIDERS ALONE HAVE THE DUTY: (i) TO ENSURE THAT THE JOBS2BID SYSTEM IS OPERATED PROPERLY BY AUTHORIZED PERSONNEL TRAINED IN USE OF THE JOBS2BID SYSTEM; (ii) TO VERIFY THE RESULTS AND INFORMATION OBTAINED FROM THE JOBS2BID SYSTEM; AND (iii) TO SATISFY THEMSELVES THAT SUCH RESULTS AND INFORMATION ARE TRUE, COMPLETE, AND CORRECT. YOU, YOUR CUSTOMERS, AND ANY END USERS, CONTENT PROVIDERS, AND PRINT SERVICE PROVIDERS SHALL BE SOLELY RESPONSIBLE FOR THE SELECTION, USE, EFFICIENCY, AND SUITABILITY OF THE JOBS2BID SYSTEM AND ANY PROJECT DOCUMENTS OR OTHER CONTENT, AND THAT CPROJECTS SHALL HAVE NO RESPONSIBILITY OR LIABILITY THEREFOR. YOU, YOUR CUSTOMERS AND ANY USERS SHALL ALSO HAVE SOLE AND EXCLUSIVE RESPONSIBILITY FOR ANY DECISIONS OR ACTIONS TAKEN WITH RESPECT TO ANY CONSTRUCTION OR OTHER PROJECT AND FOR DETERMINING THE ACCURACY, COMPLETENESS, OR APPROPRIATENESS OF ANY INFORMATION PROVIDED BY THE JOBS2BID SYSTEM, PROJECT DOCUMENTS OR CONTENT, AND ANY UNDERLYING DATABASE;

NO OTHER WARRANTIES

THE FOREGOING WARRANTIES ARE IN LIEU OF ALL OTHER WARRANTIES AND CONDITIONS OF ANY KIND, EXPRESS OR IMPLIED, AND TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW AND SUBJECT TO THE LIMITATIONS IN THE NEXT SECTION, CPROJECTS DISCLAIMS ALL OTHER WARRANTIES AND CONDITIONS, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, FAILURE TO ACHIEVE PURPOSE, OR QUIET ENJOYMENT WITH REGARD TO THE Jobs2Bid SYSTEM, OR THE PROVISION OF OR FAILURE TO PROVIDE SERVICES. SUBSCRIBER ACKNOWLEDGES AND AGREES THAT ANY EFFORTS BY CPROJECTS OR ITS LICENSORS TO MODIFY THE JOBS2BID SYSTEM OR ANY SERVICES SHALL NOT BE DEEMED A WAIVER OF THESE LIMITATIONS, AND THAT ANY WARRANTIES OR REMEDIES OF CPROJECTS OR ITS LICENSORS SHALL NOT BE DEEMED TO HAVE FAILED OF THEIR ESSENTIAL PURPOSE. THIS LIMITED WARRANTY GIVES SUBSCRIBER SPECIFIC LEGAL RIGHTS. SUBSCRIBER MAY HAVE OTHERS, WHICH VARY FROM STATE TO STATE. IF ANY IMPLIED WARRANTIES ARE NEVERTHELESS IMPLIED BY LAW, THEY ARE LIMITED TO NINETY (90) DAYS.

THE FOREGOING WARRANTIES ARE IN LIEU OF ALL OTHER WARRANTIES AND CONDITIONS OF ANY KIND, EXPRESS OR IMPLIED, AND TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW AND SUBJECT TO THE LIMITATIONS IN THE NEXT SECTION, CPROJECTS DISCLAIMS ALL OTHER WARRANTIES AND CONDITIONS, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, FAILURE TO ACHIEVE PURPOSE, OR QUIET ENJOYMENT WITH REGARD TO THE Jobs2Bid SYSTEM, OR THE PROVISION OF OR FAILURE TO PROVIDE SERVICES. SUBSCRIBER ACKNOWLEDGES AND AGREES THAT ANY EFFORTS BY CPROJECTS OR ITS LICENSORS TO MODIFY THE JOBS2BID SYSTEM OR ANY SERVICES SHALL NOT BE DEEMED A WAIVER OF THESE LIMITATIONS, AND THAT ANY WARRANTIES OR REMEDIES OF CPROJECTS OR ITS LICENSORS SHALL NOT BE DEEMED TO HAVE FAILED OF THEIR ESSENTIAL PURPOSE. THIS LIMITED WARRANTY GIVES SUBSCRIBER SPECIFIC LEGAL RIGHTS. SUBSCRIBER MAY HAVE OTHERS, WHICH VARY FROM STATE TO STATE. IF ANY IMPLIED WARRANTIES ARE NEVERTHELESS IMPLIED BY LAW, THEY ARE LIMITED TO NINETY (90) DAYS.

LIMITATION OF LIABILITY

(A) YOUR SOLE AND EXCLUSIVE REMEDY FOR ANY OTHER DISPUTE WITH US IS THE CANCELLATION OF YOUR ACCOUNT AS DETAILED BELOW. IN NO CASE SHALL WE BE LIABLE FOR SPECIAL, INCIDENTAL, INDIRECT OR CONSEQUENTIAL DAMAGES ARISING FROM YOUR USE OF THE JOBS2BID SYSTEM, THE SOFTWARE, THE CONTENT OR THE INTERNET OR FOR ANY OTHER CLAIM RELATED IN ANY WAY TO YOUR SUBSCRIPTION OR THIS AGREEMENT. BECAUSE SOME STATES OR JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR THE LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, IN SUCH STATES OR JURISDICTIONS, OUR LIABILITY SHALL BE LIMITED TO THE EXTENT PERMITTED BY LAW. WE DO NOT ENDORSE, WARRANT OR GUARANTEE ANY PRODUCT OR SERVICE OFFERED THROUGH THE JOBS2BID SYSTEM AND WILL NOT BE A PARTY TO OR IN ANY WAY BE RESPONSIBLE FOR MONITORING ANY TRANSACTION BETWEEN YOU AND THIRD-PARTY PROVIDERS OF PRODUCTS OR SERVICES. (b) Notwithstanding anything contained elsewhere in this Agreement, except as provided under any law which does not permit limitation or exclusion of liability, in no case will CProjects' entire aggregate liability under any provision of this Agreement or for any other cause exceed the amount actually paid by Subscriber for the right to use the Jobs2Bid System during the twelve (12) months immediately preceding the event giving rise to such liability. No action, regardless of form, arising out of this Agreement may be brought by Subscriber later than one (1) year after the cause of action has arisen, except as may be otherwise provided under any law which does not permit limitation or exclusion of liability. Because some states may not allow the exclusion or limitation of liability, this limitation may not apply to Subscriber.

THIRD PARTY RIGHTS

The Jobs2Bid System may contain or be derived from portions of materials provided by third party suppliers under license to CProjects. Such third party suppliers may enforce any of the provisions of this Agreement to the extent such third party supplier's materials are affected.

INDEMNIFICATION

You agree to defend, indemnify and hold harmless us and our affiliated subsidiaries, employees, contractors, officers, directors, telecommunications providers and content providers from all liabilities, claims and expenses, including attorneys’ fees, that arise: (a) from a breach of this Agreement for which You are responsible; (b) from the use of the Jobs2Bid System, the Software, the content, or the Internet; (c) in connection with Your transmission or receipt of any content; (d) from any improper or illegal use of Your account including by anyone permitted to use the account by You; (e) from any redistribution of any material or content from the Jobs2Bid System; or (f) from any claim that You are not authorized to enter into this Agreement. We reserve the right, at our own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by You.

TERMINATION AND CANCELLATION

Either party may terminate or cancel the Agreement at any time. Immediately, upon any expiration or earlier termination of this Agreement, all rights and benefits granted under this Agreement shall terminate and any and all rights shall revert to CProjects. You understand and agree that the cancellation of Your Subscriber account is Your sole right and remedy with respect to any dispute with us. To cancel Your Subscription You must inform us by calling our Billing Department at 203-925-0444. Cancellations will take effect within 72 hours of our receipt of Your request, and we will send You an email confirmation. In the event that Your account is terminated or canceled, no refund, including of any fees or remaining time left on your Lead Service subscription will be granted. Current Subscribers may not allow former Subscribers or others whose account or accounts have been terminated to use their accounts. If You believe we have charged You an incorrect amount, contact us at the telephone number above. The expiration or termination of this Agreement for any reason shall not relieve You of: (i) Your obligation to pay any fees, surcharges or costs which may have accrued hereunder but which remained unpaid as of the date of such expiration or termination; or (ii) Your obligations to abide by all provisions of this Agreement relating to confidentiality and non-use of Intellectual Property Rights. All such obligations and the limitations of liability set forth herein shall survive any expiration or termination hereof. You acknowledge and agree that You have no expectations and have received no assurances that: (i) Your business relationship with CProjects will continue beyond the term of this Agreement; (ii) any investment by You in the acquisition or promotion of product or service will be recovered or recouped; or (iii) You shall have or acquire by virtue of this Agreement or otherwise any vested, proprietary or other right in the promotion of any product or service or in any goodwill created through Your efforts hereunder.

PRIVACY

To review our privacy policy, please go to the Privacy Policy Section on our website at www.jobs2bid.com.

LINKS

We do not make any representations about any web sites that are linked to www.jobs2bid.com.

NOTICES

Required notices under this Agreement shall be deemed delivered when personally delivered, when faxed with confirmation to a designated fax number during the normal business hours in the recipient's locale (otherwise at the opening of the next business day in such locale), or upon signed receipt when delivered by certified or registered mail or recognized overnight delivery service. Such notices shall be sent to CProjects at 1257 Southford Road, Southbury, CT 06488, and to Subscriber at the address given under the signature line indicating Your agreement to be bound by all of the provisions of this Agreement. Either party may change its address for purposes of notice by written notice thereof to the other party. Legal notices given by either party to the other hereunder may not be delivered by facsimile or telecopier.

EXPORT RULES

You agree to comply fully with all relevant export laws and regulations of the United States, including but not limited to the U.S. Export Administration Regulations (collectively, "U.S. Export Controls"). Without limiting the generality of the foregoing, You expressly agree that You shall not, and shall cause Your representatives to agree not, to export, directly or indirectly, re-export, divert, or transfer by electronic transmission or otherwise, the Jobs2Bid System or any direct product thereof, or any content or software subject to restrictions under such laws to a national destination prohibited under such laws, without first obtaining, and then complying with, any requisite government authorization. This assurance and commitment will survive termination of this Agreement.

GENERAL PROVISIONS

This Agreement contains the entire agreement between the parties with respect to the subject of this Agreement, and supersedes each course of conduct previously pursued, and each oral and written agreement and representation previously made by a party with respect to such subject matter. This Agreement may not be amended by any course of performance or other conduct pursued, or any oral agreement or representation made in the future by a party, whether or not relied or acted upon, or any usage of trade, whether or not relied or acted upon, but may only be amended by a writing executed by the parties. In no event shall the provisions of any form of purchase order or other business form of Subscriber or any other party supersede the terms of this Agreement, unless signed in writing by an authorized employee of CProjects. The terms of this Agreement are intended solely for the benefit of the parties hereto. There are no third-party beneficiaries. The provisions hereof shall be binding upon and inure to the benefit of the parties, their successors and permitted assigns. This Agreement and the rights granted herein are personal to Subscriber. Subscriber may not assign, transfer or delegate any of its rights or duties under this Agreement without the prior written consent of CProjects, and any such attempt shall be void and of no effect. It is the intent of the parties and expressly understood that each and every provision of this Agreement, which provides for a limitation of liability, disclaimer of warranties or exclusion of damages is intended to be severable and independent of any other provision and to be enforced as such. The invalidity or unenforceability of one or more provisions of this Agreement shall not affect the validity or enforceability of any of the other provisions hereof, and this Agreement shall be construed in all respects as if such invalid or unenforceable provisions were omitted. The validity, construction and performance of this Agreement, and the rights and obligations of the parties arising in connection herewith, shall be governed in all respects and for all purposes by and construed in accordance with the laws of the State of Connecticut irrespective of its conflict of laws principles. Any legal proceeding or other action in connection with this Agreement shall be brought in the state courts of New Haven County or the U.S. federal courts in New Haven, Connecticut, as appropriate. The parties expressly exclude from such applicable law the U.N. Convention on Contracts for the International Sale of Goods. Failure of any party to enforce, in any one or more instances, any of the terms or conditions of this Agreement shall not be construed as a waiver of the future performance of any such terms or conditions.

ADDITIONAL INFORMATION

If You have questions about the Agreement, or about Your rights and responsibilities as a Subscriber, please contact us by e-mail at sales@jobs2bid.com. Information for California Residents: Under California Civil Code Section 1789.3, California Subscribers are entitled to the following specific consumer rights information: Current rates for using Jobs2Bid.com may be obtained by calling 203-925-0444. CProjects.com, Inc. reserves the right to change fees, surcharges, or to institute new fees at any time upon, as provided for in Paragraph 4 of the Billing Section of this Agreement. Complaints. The Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs may be contacted in writing at 1020 N. Street, #501, Sacramento, CA 95814, or by telephone at 1-916-445-1254.

Copyright © 2005 CProjects.com, Inc. All rights reserved.