The following Terms of Service, which include and any guideline, policy or content displayed on the Website, are a legally binding contractual agreement between you (“User, “you,” “your”) and Smartise ("we","us"). By visiting or using the services available from the domain and sub-domains of Smartise (the "Website"), you agree to be legally bound by these Terms of Service. We reserve the right to revise these Terms of Service and all linked information from time to time in our sole discretion by updating this posting or any linked information. Unless otherwise provided in such revision, the revised terms will take effect when they are posted.

1.- OVERVIEW

Smartise is an online marketplace that enables buyers of professional services (“Employers”) to search for, enter into and manage transactions with providers of professional services (“Providers” or “Freelancers”) (Employers and Freelancers shall both be referred to hereafter as “Registered Users”). The Website contains features that enable Freelancers and Employers to do, among other things, the following:

Employers: Create profiles, post projects, search for Freelancers, communicate with reelancers, negotiate with freelancers, award projects to Freelancers, manage projects, leave feedback for Freelancers, and pay Freelancers.

Freelancers or Providers: Create profiles, advertise capabilities, submit quotes, negotiate with Employers, obtain project awards, invoice, obtain feedback from Employers, and receive payment from Employers.

We also provide Registered Users with billing and payment services described in Section 5 ("Billing and Payment Services"), including payment services as described in Section 5A (“SafePay Services”) and Section 5(B) (“SafePay Escrow Services”), dispute resolution services described in Section 6 (“Dispute Resolution Services”). We may add, delete or modify some or all of the Services at any time at our sole discretion with reasonable notice posted in advance on the Website. Other services which we may offer to Registered Users from time to time which shall be subject to the terms and conditions of these Terms of Service and the Website ("Other Services").

2.- REGISTRATION

2.1.- Eligibility.

To access our Services through our Website, you must be a legal entity, or an individual of eighteen (18) years of age or older who can form legally binding contracts. To become a Registered User, you must accept all of the terms and conditions in, and linked to, these Terms of Service. By becoming a Registered User, you agree to: (1) abide by the Terms of Service and the processes, procedures, and guidelines described throughout the Website; (2) be financially responsible for your use of the Website and the purchase or delivery of services; and (3) perform your obligations as specified by any Project Agreement that you accept, unless such obligations are prohibited by law or by the Terms of Service. We reserve the right, in its sole discretion, to refuse, suspend, or terminate Service to anyone.

2.2.- Registration.

To become a Registered User and to access Services you must register for a website account. You agree to provide true, accurate and complete information as prompted by the registration form and all forms you access on the Website, and to update this information to maintain its truthfulness, accuracy and completeness.

2.3.- Accounts and profiles.

Once you have registered with the Website as a Registered User, the website will create your account with your given username as a identifier. You cannot create more than one profile under your Account.

During registration, you will be asked to choose a username and password for the Account. As a Registered User, you agree and you are entirely responsible to safeguard and maintain the confidentiality of the username and password you use to access this Website. You authorize Smartise to assume that any person using the Website with your username and password is you or is authorized to act for you. You agree to notify us immediately if you suspect any unauthorized use of the Account.

2.4.- Membership.

Smartise provides Registered Users several different membership options. The availability of these membership options is dependent upon the Registered User’s status as an Employer or a Freelancer, the selections made during registration, any subsequent upgrades or downgrades of membership options after registration.

Employers:

All employers have the membershit benefits describet at Smartise. Note, membership benefits may change from time to time at the sole discretion of Smartise and upon reasonable notice posted in advance on the Website.

Freelancers or Providers:

We reserve the right to change membership options and membership fees, the monthly price subscription, the price for other services or institute new fees at any time, at the sole discretion of Smartise and upon reasonable notice posted in advance on the Website. No refunds of fees already paid will be given. If we exercise our right to cancel a membership as provided under these Terms of Service, at any time, we will not refund the membership fee already paid.

3.- RELATIONSHIP

3.1.- Between Employer and Freelancer

The engagement, contracting and management of a project are between an Employer and a Freelancer. Upon acceptance of a quote, the Employer agrees to purchase, and the Freelancer agrees to deliver, the services and related deliverables in accordance with the following agreements: (a) the agreement between Employer and Freelancer including the Project Bid, Project Description, and other terms and conditions as communicated between Employer and Freelancer on the Website or otherwise, (b) these Terms of Service, and (c) any other content uploaded to the Website by Smartise (collectively, the “Project Agreement”). You agree not to enter into any contractual provisions in conflict with these Terms of Service. Any provision of a Project Agreement in conflict with these Terms of Service is void. Employer is responsible for managing, inspecting, accepting and paying for satisfactory services and deliverables in accordance with the Project Agreement in a timely manner. Freelancer is responsible for the performance and quality of the services in accordance with the Project Agreement in a timely manner. Employer and Freelancer each covenants and agrees to act with good faith and fair dealing in performance of the Project Agreement.

Employer and Freelancer each acknowledges and agrees that their relationship is that of independent contractors. The Freelancer shall perform services as an independent contractor and nothing in these Terms of Service shall be deemed to create a partnership, joint venture, agency, or employer-employee relationship between Freelancer and Employer or between Smartise and any Employer or Freelancer.

3.2.- Between registered users and Smartise

Smartise is not a party to the dealing, contracting and fulfillment of any Project between an Employer and a Freelancer. Smartise has no control over and does not guarantee the quality, safety or legality of any services performed or deliverables created, advertised, the truth or accuracy of project listings, the qualifications, background, or abilities of Registered Users, the ability of Freelancers to perform services, the ability of Employers to pay for services, or that an Employer or Freelancer can or will actually complete a Project. Smartise is not responsible for and will not control the manner in which a Freelancer operates and is not involved in the hiring, firing, discipline or working conditions of the Freelancer. All rights and obligations for the purchase and sale of services or other deliverables are solely between an Employer and a Freelancer or Provider. Smartise will not provide any Freelancer with any materials or tools to complete any Project. Employers and Freelancers must look solely to the other for enforcement and performance of all the rights and obligations arising from Project Agreements and any other terms, conditions, representations, or warranties associated with such dealings.

Employer and Freelancer each acknowledges and agrees that the value, reputation, and goodwill of the Website depend on their performance of their covenants and agreements as set forth in their Project Agreement. Employer and Freelancer therefore appoint Smartise as a third-party beneficiary of their Project Agreement for purposes of enforcing the obligations owed to, and the benefits conferred on, Smartise by these Terms of Service. Employers and Freelancers further agree that Smartise has the right to take such actions with respect to the Project Agreement or their Accounts, including without limitation, suspension, termination, or any other legal actions, as Smartise in its sole discretion deems necessary to protect the value, reputation, and goodwill of the Website.

Registered Users are responsible for payment and reporting of any taxes. Smartise is not obligated to determine the applicability of any taxes or to remit, collect or report any such applicable taxes, unless otherwise agreed to by both parties pursuant to the terms of any provision of tax services provided to you by Smartise. You agree that you will abide by any and all applicable state and federal tax statutes, regulations and common law.

4.- WEBSITE FEES

4.1.- Membership Fee.

Freelancers can choose various membership programs to subscribe to different levels of participation on the Website, as detailed on the Website.

4.2.- Service fee

Project Fee. Smartise charges all Freelancers a Project Fee. The fee is deducted from the total amount paid by an Employer for a Project. Freelancer’s are charged a 7% Project Fee.

SafePay Escrow Services Fee. Smartise charges Freelancers who choose to use the SafePay Escrow Services a 2% Escrow Fee.

Employer Payment Method Fee. If an Employer pays a Freelancer by credit card or PayPal, an Employer Payment Method Fee will be charged as described on the Website.

Freelancer Payment Method Fees. If a Freelancer makes a withdrawal request through a check or a wire transfer, a Freelancer Payment Method Fee will be charged as described on the Website.

4.3.- Others

We reserve the right to change membership fees, service fees, processing fees or any other fee that may be charged by Smartise at any time, at the sole discretion of Smartise and upon reasonable notice posted in advance on the Website. No refunds of fees already paid will be given. If we exercise our right to cancel a membership as provided under these Terms of Service, at any time, we will not refund the membership fee already paid.

5.- PAYMENT AND BILLING

When a Freelancer completes a Project for an Employer, the Freelancer will complete the electronic invoice form (the "Invoice") and has the possibility to submit it at Smartise site. A Freelancer must complete and send to the customer or Smartise site for each and every Project. The Freelancer or Provider will provide a list of items, including, but not limited to, hours worked, payment required and description of Project(s), to be included on the Invoice ("Invoice Details"). Such Invoice Details will not be final until and unless such Freelancer or Provider has confirmed the accuracy of the Invoice Details or waived the right to review the Invoice Details. If a Professional waives his, her or its right to review the Invoice Details, all items in the Invoice Details will be included on the Invoice. WE ENCOURAGES ALL FREELANCERS OR PROVIDERS TO REVIEW INVOICE DETAILS. When an Employer makes a payment through the SafePay Service, Smartise deducts the appropriate fees due Smartise as described on the Website and deposits the Payment into the Freelancer’s Account.

If an Employer reasonably disputes any Invoice, the Employer will pay all undisputed amounts within the time frames specified above and the parties will cooperate to verify any disputed amounts. Any Invoice amounts reasonably disputed by an Employer will not be payable to a Freelancer or Provider until such dispute is resolved. Smartise obligation to pay any Payment (less applicable Service Charge) is expressly conditioned upon: (a) The reception of Payment from the applicable Employer and (b) resolution of all outstanding disputes with respect to such Invoice and/or Payment. In addition, if an Employer has submitted Payment to Smartise and such payment amount is then reasonably disputed by such Employer before Smartise has disbursed the disputed amount to you, you acknowledge and agree that Smartise may hold such Payment on behalf of such Employer until the dispute is resolved.

6.- DISPUTE SERVICES

You agree and acknowledge that (1) Smartise is not providing legal services to you or to a Professional, (2) Smartise will not advise you regarding any legal matters and (3) if you desire to have legal counsel, you will seek independent legal counsel licensed to practice law in your jurisdiction and not rely on Smartise for any such counsel. You agree to indemnify and hold harmless Smartise and any of our affiliates against any damages or liability you may suffer as a result of using the Dispute Resolution Services. If you do not agree to use this Dispute Resolution Services under these terms, you should not elect to use the SafePay Escrow Services.

You agree and acknowledge that (1) Smartise will use the e-mail address corresponding with your Account ID Number registered at the time a dispute arises to notify and communicate with you with regard to any dispute and (2) you are solely responsible for the receipt of any notification or communication sent by Smartise using the e-mail address corresponding with your Account ID Number registered at the time a dispute arises.

7.- TERMINATION AND SUSPENSION

In any dispute between an Employer and a Freelancer or Provider which cannot be resolved through mediation, you expressly agree to and acknowledge that Guru.com or a third party chosen by Smartise will arbitrate the dispute in accordance with these Terms of Services and the Website

Smartise shall render its decision within five (5) business days of a failed mediation. During this time, you are encouraged to continue to negotiate an amicable settlement with the Professional with which you are engaged in a dispute.

You agree that the decision of Guru.com, acting as an arbitrator, shall be final, binding, and not subject to appeal. Accordingly, within a reasonable time after we have rendered a decision, we will disburse funds from our escrow Account in accordance with the arbitrator’s decision.

In the event that you are the prevailing party in its arbitration decision, you agree that you shall have no right, title to, interest in or license to the Project that is the subject matter of the dispute. In such case, you agree to return any physical copies of such Project in your possession and destroy any electronic copies that you have.

A. These Terms of Service shall become effective as your contractual agreement upon your use of the Website, and shall continue until your Account is terminated by you or Guru.com as provided for under the terms of this section.

B. Unless otherwise agreed to in writing between the parties, either party may terminate the contractual agreement represented by these Terms of Service at any time upon notice to the other party. In such event, your Account is automatically terminated and (1) Smartise shall continue to perform those services necessary to complete any open transaction between you and another Registered User; and (2) you shall continue to be obligated to pay any amounts accrued but unpaid as of the date of termination to Guru.com for any service and to any Freelancer for any services.

C. Any termination of an Account will automatically lead to the termination of all related Profiles.

D. Without limiting our other remedies, we may issue a warning, or temporarily suspend, indefinitely suspend or terminate your Account or a Project, and refuse to provide any or all services to you if: (1) you breach the letter or spirit of any terms and conditions of these Terms of Service or the linked policies and information incorporated herein by reference, including our written policies and procedures posted on the Website; (2) we are unable to verify or authenticate any information you provide to us; or (3) we believe in our sole discretion that your actions may cause legal liability for you, our Registered Users or for Guru.com or are contrary to the interests of the Website. Once indefinitely suspended or terminated, you must not continue to use the Website under the same Account, a different Account, or reregister under a new Account.

E. In addition, violations of these Terms of Service may be prosecuted to the fullest extent of the law and may result in additional penalties and sanctions.

F. 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.

8.- PRIVACY AND CONFIDENTIALITY

Your use of the Website and the services provided therein and thereby is governed by the terms of these Terms of Service and the Smartise Privacy Policy. It is your responsibility to review the Smartise Privacy Policy, which is incorporated by reference, and we suggest that you review the Privacy Policy and print a copy for yourself. The Privacy Policy is posted on the Website and may be updated from time to time. 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 subpoena, and you authorize us to disclose information as we believe, in our sole discretion, is necessary or appropriate.

9.- INTELLECTUAL PROPERTY

9.1.- User content

You are solely responsible for information posted on our Website, including but not limited to (a) any audio, video or photographic content (collectively, "Multimedia Content"), (b) any posting or listing made in any public message area, through any email feature or through Smartise's feedback feature (collectively, "Non-Multimedia Content") and (c) any other content of a personal nature including but not limited to your resume, biography, work history and work product produced for another Registered User including Companies ("Personal Content"). You retain ownership of all Multimedia Content and Personal Content, subject to the licenses granted herein.

You grant us a non-exclusive, worldwide, perpetual, royalty free, irrevocable right to exercise all copyright and publicity rights with respect to the Multimedia Content and to use such Multimedia Content for the purpose of advertising and publicizing Guru.com products and services and you grant us a non-exclusive, worldwide, perpetual, royalty free, irrevocable right to use the Personal Content for the purpose of providing Services.

Your information must not: (a) infringe any third party's rights, including but not limited to intellectual property, publicity or privacy; (b) be defamatory, trade libelous, threatening or harassing; nor (c) be obscene, indecent or contain pornography.

We do not endorse any information posted by Registered Users and we are not liable for any such information posted on our site, including but not limited to any information posted about you. We reserve the right to take any action, in our sole discretion, with respect to information posted on our site which we believe is inappropriate, including but not limited to termination of your Account. However, we cannot, nor do we, control the information provided by you or other Registered Users or other content providers which is made available through our system.

10.- REPRESENTATIONS, DISCLAIMERS, LIMITATIONS AND EXCLUSIONS

All Registered Users warrant and agree:

1.- Not to grant access to an Account only to users authorized to act on behalf of the Registered User and only in accordance with these Terms of Service

2.- To be fully responsible and liable for any action of any user who uses your Account.

3.- Not to use your Account, username, or password of another Registered User that you are not expressly authorized to use.

4.- Not to allow any third party who is not authorized to do so to use your Account at any time.

5.- Not to use any device, software or routine, including but not limited to any viruses, Trojan horses, worms, time bombs, robots or denial-of-service attacks, intended to damage or interfere with the operation of the Website or any transaction being conducted through the Website.

6.- Not to intercept or expropriate any system, data or personal information from the Web Site.

7.- Not to take any action that imposes an unreasonable or disproportionately large load on the Website infrastructure, including but not limited to "spam" or other such unsolicited mass emailing techniques.

8.- That it has the right and authority to enter into the Terms of Service and to transact business hereunder.

9.- That they are using the Website solely for the purpose of entering into a bona fide business transaction with other Registered Users.

10.- That they will not use the Website to violate any law or regulation or any international law or treaty.

THE SERVICES PROVIDED BY Smartise OR OUR THIRD-PARTY SERVICE PROVIDERS ARE PROVIDED "AS IS," AS AVAILABLE, AND WITHOUT ANY WARRANTIES OR CONDITIONS (EXPRESS OR IMPLIED, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY, ACCURACY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT, 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 THIRD PARTY, OR AS TO THE ACCURACY OF THE POSTINGS MADE ON THE WEBSITE BY ANY THIRD PARTY. SOME STATES AND JURISDICTIONS DO NOT ALLOW FOR ALL THE FOREGOING LIMITATIONS ON IMPLIED WARRANTIES, SO TO THAT EXTENT, IF ANY, SOME OR ALL OF THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU.

You agree to defend, hold harmless and indemnify Smartise from and against any and all losses, costs, expenses, damages or other liabilities incurred by Smartise from and against any cost, liability, loss, damage, cause of action, claim, suit, proceeding, demand or action brought by a third party against Smartise: (1) in connection with your use of the Site Services including any payment obligations incurred through use of the Payment Services; or (2) resulting from: (a) your use of the Website (b) your decision to supply credit information via the Website, including personal financial information; (c) your decision to submit postings and accept offers from other Registered Users; (d) any breach of contract or other claims made by Registered Users with which you conducted business through the Website; (e) your breach of any provision of these Terms of Service; (f) any liability arising from the tax treatment of payments or any portion thereof; (g) any negligent or intentional wrongdoing by any Registered User; (h) any act or omission of yours with respect to the payment of fees to any Freelancer; (i) your dispute of or failure to pay any Invoice or any other Payment; or (j) your obligations to a Freelancer. Any such indemnification shall be conditioned on our: (i) notifying you in writing of any such claim, demand, action, cost, liability, loss or threat of any thereof; (ii) cooperating with you in the defense or settlement thereof; and (iii) allowing you to control such defense or settlement. We shall 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.

The Web Site may contain links to third-party web sites not under the control or operation of Smartise. When we provide links, we do so only as a convenience and do not endorse and are not responsible for the content of any linked site or any link contained in a linked site.

You are responsible for creation, storage, and backup of your business records. These Terms of Service and any registration for or subsequent use of this Website will not be construed as creating any responsibility on the site part to store, backup, retain, or grant access to any information or data for any period.