Your use of the Web Site and the services provided therein and thereby is governed by the terms of this Agreement and the Contracts and Services Privacy Policy. It is your responsibility to review the Contracts and Services Privacy Policy ("Privacy Policy"), which is incorporated by reference into this Agreement in its entirety, and we suggest that you review the Privacy Policy and print a copy for yourself. The Privacy Policy is posted on the Web Site and may be updated from time to time. If at any time you are not in compliance with the Privacy Policy, we have the right to terminate your rights of use and access to the Web Site and to terminate this Agreement. Unfortunately, we cannot ensure that disclosure of your personal information will not occur in ways not described in the Privacy Policy. We may be required by law to disclose information to government authorities, law enforcement agencies or third parties upon request, and you authorize us to disclose information as we believe, in our sole discretion, is necessary or appropriate. Any user identification ("User ID") and password, and any authorization codes or similar verification identifiers provided to you by us should be maintained as confidential and should not be distributed or disclosed to third parties. It is your responsibility to notify us if you need to discontinue your use of the service. You may only do so by: (i) sending us a notice, or (ii) contacting us at csadmin@contractsandservices.com.com.

OWNERSHIP

The Web Site and all intellectual property rights related to the Web Site, including but not limited to copyrights, trademarks, service marks and any feedback left by Registered Users on the Web Site, are owned or licensed by us, and all right, title and interest in the Web Site and the related intellectual property rights remain our property. You may not reproduce, reverse engineer, decompile, disassemble, modify or create derivative works with respect to the Web Site and the related intellectual property, including any services provided via the Web Site, and this Agreement does not grant you permission to do so. Certain content is licensed from third parties. All such third party content and all intellectual property rights related to that content belong to the respective third parties. You may not remove any copyright, trademark, or other intellectual property or proprietary notice or legend contained in the Web Site, including any Web Site content.

WARRANTIES

A. Each party warrants that it has the right and or full corporate power and authority to enter into this Agreement. B. THE SERVICES PROVIDED HEREUNDER ARE PROVIDED "AS IS," WHERE IS, AND WITHOUT ANY WARRANTIES OR CONDITIONS (EXPRESSED OR IMPLIED, ARISING BY STATUTE OR OTHERWISE IN LAW OR FROM A COURSE OF DEALING OR USAGE OR TRADE). WE MAKE NO REPRESENTATIONS OR WARRANTIES, OF ANY KIND, EITHER EXPRESS OR IMPLIED, AS TO THE QUALITY, IDENTITY OR RELIABILITY OF ANY REGISTERED USER OR THIRD PARTY, OR AS TO THE ACCURACY OF THE POSTINGS MADE ON THE WEB SITE BY ANY REGISTERED USER.

INDEMNIFICATION

A. You agree to defend, hold harmless and indemnify Contracts and Services from and against any and all losses, costs, expenses, damages or other liabilities incurred by Contracts and Services from and against any cause of action, claim, suit or proceeding brought by a third party against Contracts and Services in connection with your use of the Services including any payment obligations incurred through use of the Services. You further agree to indemnify, defend and hold Contracts and Services harmless from and against any and all claims, demands, actions, costs, liabilities, losses and damages of any kind (including attorneys' fees) resulting from: (i) your use of the Web Site (ii) your decision to supply credit information via the Web Site, including personal financial information; (iii) your decision to submit postings and accept offers from other Registered Users; (iv) any breach of contract or other claims made by Registered Users with which you conducted business through the Web 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 Registered User; (viii) any act or omission of yours with respect to the Payment in respect of Professional Assignments; (ix) your dispute of or failure to pay any Invoice or any other Payment; and/or (x) your obligations to a Professional. Any such indemnification shall 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 defence or settlement thereof; and (c) allowing you to control such defence or settlement. We shall be entitled to participate in such defence 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.

B. In connection with your indemnification obligations as provided for above, Contracts and Services agrees to (a) notify you in writing promptly after learning of any such claim; (b) turn over to you all responsibilities and control with respect to such claim; and (c) reasonably cooperate with you in the defence thereof.

LIMITATION OF LIABILITY

A. IN NO EVENT SHALL Contracts and Services BE LIABLE TO YOU OR ANY OTHER REGISTERED USER FOR ANY SPECIAL, INDIRECT, CONSEQUENTIAL, OR PUNITIVE DAMAGES PURSUANT TO THIS AGREEMENT, 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.

B. In the event that you have a dispute with one or more Registered Users, you release us (and our agents and employees) from claims, demands and damages (actual, consequential and punitive) of every kind and nature, known and unknown, suspected and unsuspected, disclosed and undisclosed, arising out of or in any way connected with the Web Site, the Services, or such dispute. You waive the provisions of any state law limiting or prohibiting a general release.

C. Our contracts with certain of our suppliers provide for scheduled maintenance, preventative maintenance, and emergency maintenance work. We will have no liability whatsoever for any unavailability of the Web Site caused by our supplier's performance or lack of performance of the maintenance work needed to keep the Web Site operable. We will also not have any liability for any loss of data or transactions resulting from delays, non-deliveries, mis-deliveries or service interruptions caused by us, any third party acts, the acts of any web services provider or problems with the Internet infrastructure and networks external to the Web Site. The limitations of liability provided in this Agreement insure to the benefit of us, our affiliates and all of our respective officers, directors, employees, solicitors and agents.

ASSIGNMENT

Contracts and Services has the right to transfer or assign this Agreement and the rights hereunder to any other person or entity without your consent. You do not have the right to assign or transfer this Agreement or any rights thereunder to any other person or entity without our prior written consent. Subject to the foregoing, this Agreement will be binding upon and will inure to the benefit of the successors and permitted assigns of the parties hereto.

GOVERNING LAW AND JURISDICTION

The Contracts and Services Web Site (excluding linked sites) is operated by us from our offices within England, United Kingdom. It can be accessed from all UK countries and from other countries around the world. As each of these places has laws that may differ from those of England, by accessing the Web Site, you agree that this Agreement and your use of the Web Site, and the services offered therein and thereby, shall be governed in all respects by the internal substantive laws of the United Kingdom, without regard to conflict of laws provisions and shall not be governed by the United Nations Convention on the International Sale of Goods. You further submit to jurisdiction and venue in the England, United Kingdom and further agree that any cause of action you may bring arising under your use of the Web Sites shall be brought by you exclusively in a court located in England, the United Kingdom. We make no representation that materials on the Web Site are appropriate or available for use in other locations, and accessing them from territories where their contents are illegal is prohibited. Those who choose to access this site from other locations do so on their own initiative and are responsible for compliance with local laws.

MISCELLANEOUS

A. This Agreement, and all writings, web pages, agreements and policies, including, but not limited to, the Contracts and Services Privacy Policy, incorporated herein, contains the entire Agreement between the parties and supersedes any prior agreement, negotiation or understanding of the parties, whether oral or in writing, with respect to the subject matter of this Agreement. Any representations, promises or conditions not incorporated herein shall not be binding upon Contracts and Services or Registered User or their respective successors and assigns. This Agreement may not be modified or amended except in a writing signed by a duly authorized representative of both parties.

B. If any provision of this Agreement is held to be invalid or unenforceable, such provision will be struck and the remaining provisions enforced. Headings are for reference purposes only. Failure of either party to act or exercise its respective rights under this Agreement upon the breach of any other terms hereof by the other party shall not be construed as a waiver of such a breach or prevent said party from thereafter enforcing strict compliance with any or all of the terms thereof.

C. This Agreement does not create a relationship of agency, partnership, or representation between Contracts and Services and you for any purpose whatsoever, it being understood between the parties hereto that Contracts and Services and Registered User are to act as an independent contractors and are not authorized to make any contract, agreement, warranty or representation on behalf of each other.

D. Neither of the parties to this Agreement shall be responsible for the failure to perform or any delay in performance of any obligation hereunder due to labour disturbances, accidents, fires, floods, telecommunications or Internet failures, strikes, wars, riots, rebellions, blockades, acts of government, governmental requirements and regulations or restrictions imposed by law or any other similar conditions beyond the reasonable control of such party. The time for performance of such party shall be extended by the period of such delay.

E. You must comply with all applicable laws, statutes, ordinances and regulations regarding: (i) your use of the Web Site and the Services and any Other Services provided thereby or therein; (ii) your ordering or posting of, services or offers, if applicable; and (iii) the posting and retrieval of information by you, including without limitation those governing antitrust, unfair competition, false advertising, taxation and export control. You are responsible for paying all applicable fees and taxes you incur in connection with access to our servers and our Web Site.

F. This Agreement shall be governed by and construed in accordance with the laws of the Commonwealth of Pennsylvania without regard to its conflicts of laws provisions.

G. The provisions of all sections will survive any termination or expiration of this Agreement for any reason.

H. All notices required or permitted to be given under this Agreement, shall be in writing and shall be deemed to have been duly given if delivered personally or sent by email, pre-paid telex, telefax or telegram, or mailed first-class, postage pre-paid, by registered or certified mail (notices sent by telex or telefax, or telegram, shall be deemed to have been given on the date sent; those mailed shall be deemed to have been given ten (10) business days after mailing) to the addresses set forth below or to such other address as any party shall designate by notice in writing.

The Carrington Blake Group Contracts and Services:

The Dock Room,
20 Dock Street,
Tower Hill,
London,
E1 8JP.

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed as of the Effective Date.

By clicking the "I AGREE" checkbox on the Registration forms that are within the Contracts and Services web site you agree to the terms of this Agreement and, by reference herein, the terms of the Contracts and Services Privacy Policy.