FaceContact– Terms & Conditions

1. Introduction

1.1. These Terms of Business (the “Terms”, or the “Contract”) explain the contractual agreement between FaceContact Ltd., a UK corporation having its registered office at 15A High Street, Battle, East Sussex, TN33 0AE, England ("FC") and you (individually, a “User”), collectively, the “Parties”.

1.2. As used herein, “User” refers to an Originator, Referrer, Networker or Prospect and any Associate or subsidiary of the above as the case may be.

1.3. These Terms are effective as of May 26, 2008.

1.4. If you have any questions about these Terms, you may send an email to FC at info@FaceContact.com. You may request that these Terms be sent to you by email. Please contact FC to resolve any complaint regarding any aspect of service relating to this site by writing to the above address, or by sending an email to info@FaceContact.com.

1.5. Following receipt or sight of these Terms, any act by a User of requesting or accepting the provision of our services, or of using any Prospect Information in any way, constitutes acceptance by a User of the Terms. In acceptance of the mutual benefits set out within the Terms, it is agreed as follows:

2. Definitions

2.1. Applicable Year: As used herein, the “Applicable Year” refers to any 12-month period beginning on the first day of the month following the date or annual anniversary date of the User’s registration on FaceContact.

2.2. «Engagement» means any engagement of a Prospect, whether direct or indirect, by an Originator or by a third party to whom the Originator has provided Prospect Information for one of the following purposes:

2.2.1. the Prospect is to be employed by the Originator or a third party;

2.2.2. the Prospect is to provide services for the benefit of the Originator or a third party;

2.2.3. the Prospect is to become a client of the Originator or a third party;

2.2.4. the Prospect is to become an Investor in projects initiated by the Originator or a third party;

2.2.5. the Prospect is to provide investment opportunities for the Originator or a third party.

2.3. «Engagement Fee» means the fee payable by an Originator to Referrers and FC, being calculated according to the Fee Schedule.

2.4. «Engagement Information» means all information concerning the role or position to be filled including: (i) the identity and nature of whom it is intended will engage the Prospect, (ii) the nature of the engagement required from the Prospect, (iii) the date upon which the Prospect is required to be engaged, (iv) the period for which the engagement will be effective, (v) the conditions and location in which the engagement will be conducted, (vi) any risks that shall be disclosed to the Prospects in accordance with legal requirements of disclosure (health & safety risks, investment, etc.) and steps taken to prevent or control these, (vii) details of the experience, qualifications, legal or professional requirements, or authorizations that the Prospect is required to have to be engaged, (viii) any expenses payable by or to the Prospect, (ix) any remuneration payable by or to the Prospect and the notice of termination of engagement that he or she is required to give and entitled to receive.

2.5. «FC Fee» means part of Engagement Fee or other fee that a User agrees to pay to FC. FC earns FC Fees by enabling Originators to easily identify and engage Prospects.

2.6. «Originator» means a user who is an initiator of an Engagement and who, depending on the nature of the Engagement, may be one of the following: a) an actual or potential employer, b) client, c) service provider, d) investor, or e) fundraiser, who has placed details about the Engagement on the FC Website.

2.7. «Networker» means a user who invites other people to sign up for FC services.

2.8. «FC Website» or «the Site» means the Website located at www.FaceContact.com.

2.9. «Invitation» means an invitation from a User to join the FC Website with an invitation code that a new User can use to register and join that User’s Networker Fee Network. If a user receives multiple invitations, he or she should enter the invitation code of the User whose Networker Fee Network s/he prefers to join.

2.10. «Networker Fee» means the fee payable by an Originator to Networkers through FC, being calculated according to the Fee Schedule. Networkers earn Networker Fees by inviting new Users to join the FC Website.

2.11. «Networker Fee Network» means Users invited by this User.

2.12. «Networker Fee Pool». FC allocates Fees to a Networker Fee Pool according to the Fee Schedule. Because FC‛s Networker Fee Pool is based on Fees that are driven by the number of Originators engaged, the incentives available to each User are directly affected by the breadth and amount of Fees generated by the User’s Networker Fee Network.

2.13. Networker Fee Program. FC‛s Networker Fee Program includes incentives to invite Users and additional incentives if such Users invite still more Users. FC created the Networker Fee Program to provide an incentive for all Users of FC, including Prospects, Referrers, Networkers, and Originators to benefit from a potentially significant recurring revenue stream from Engagement Fees earned by FC, arising from the activity within a given User’s Networker Fee Network if certain conditions are satisfied.

2.14. «Prospect» means any User who applies for an Engagement via the FC Website, or any person through whom the Prospect is to be engaged.

2.15. «Prospect Information» means information concerning the Prospect relating to his or her identity, skills, experience, or qualifications which an Originator considers necessary for the Prospect to be engaged, or which are required by law or a professional body for the Prospect to undertake an Engagement, and the willingness of the Prospect to be engaged.

2.16. «Referrer» means a User who provides information concerning Prospects whom the User believes would be of interest to an Originator.

2.17. «Referrer Fee» means the fee payable by an Originator to Referrers through FC, being calculated according to the Fee Schedule. Referrers earn Referrer Fees by enabling the Originator to find the right Prospects.

2.18. «Remuneration» means the sum of money payable to the Prospect with respect to the Engagement, calculated in one of the following ways:

2.18.1.1. an annualised basis if the Prospect is to be employed by the Originator or a third party;

2.18.1.2. a service or other contract value if the Prospect is to provide services for the benefit of the Originator or a third party;

2.18.1.3. a service or other contract value if the Prospect is to become the client of the Originator or a third party;

2.18.1.4. the expected amount of investment if the Prospect is to become the Investor in the projects initiated by the Originator or a third party;

2.18.1.5. the expected amount of investment if the Prospect is to provide investment opportunities for the Originator or a third party.

2.19. «Requirement» means the Originator’s requirements with respect to the Prospect sought, including the characteristics of the Prospect that affect his or her suitability for the Engagement.

2.20. «Unacceptable Materials» include:

2.20.1. any advertisement that does not genuinely reflect an engagement description at the time of placing the advertisement, or

2.20.2. any advertisement that discriminates, whether directly or indirectly, on any unlawful grounds, or

2.20.3. any materials that are placed on the FC Website for which a User has not made adequate efforts to ensure accuracy, or which are misleading, abusive, offensive, pornographic, immoral, infringing of legal obligations, or intended to harm the reputation of the FC business or the FC Website,

2.20.4. any data, programme, or other device that contains viruses, Trojan horses, worms or any other such harmful implements intended to cause damage to or interfere with the FC Website, or intended to obtain personal information or data.

2.21. In these Terms the use of masculine terms shall include the feminine, and the singular shall include the plural, and vice versa. In these Terms, the use of derivative terms shall include the meaning of original terms.

2.22. The headings in the Contract are provided for convenience only and do not affect the interpretation of the any clause in the Contract.

3. Full Service Engagement Process

3.1. A User confirms that s/he is content to use the FC service in one or more of the following ways:

3.1.1. An Originator may access the FC Website to use the Network of Referrers for qualified Prospects to directly engage Prospects at the discretion of the Prospect and the Originator.

3.1.2. If a Prospect is interested in an Engagement that a Referrer recommends, the Prospect shall provide further information about himself/herself to FC. The Referrer undertakes to write a Reference Letter upon receipt of confirmation of interest from the Prospect with a link to write a Reference Letter.

3.1.3. The information that Prospect provides should help the Originator to ascertain the suitability of the Prospect for an Engagement. The information required will include, but is not necessarily limited to, the identity of the Prospect, experience, qualifications, training, and authorisations that an Originator considers to be necessary, or that are required by law or a professional body to undertake an Engagement. The Prospect confirms that s/he understands that the information s/he provides will be sent to the Originator and that if the Originator is based outside the European Economic Area (EEA) this will involve the transfer of his/her personal data outside of the EEA.

3.1.4. When an Originator wishes to initiate contact with one or more Prospects, FC will disclose the identity and contact details of the Originator to the Prospect, and the identity and contact details of the Prospect to the Originator, thereby making the Introduction.

3.1.5. In the event that the Originator and Prospect conclude a successful negotiation, the Originator and Prospect will enter into an Engagement contract under such terms and conditions upon which they may mutually agree.

3.1.6. In the event that a Prospect is engaged, the Originator will pay FC an Engagement Fee. In accordance with the Fee Schedule, FC will pay a substantial part of the fee it receives to the Referrers and Networkers to thank them for proposing an Engagement to a Prospect. Prospects will not have to pay any fee to FC, the Originator, or the Referrer; the FC service is free of charge to Prospects.

3.1.7. In case the Engagement is to employ a Prospect, FC will pay the part of the Engagement fee to the Referrers and Networkers 12 weeks after the commencement of the Engagement, provided that the Engagement has not been terminated during the period and the Originator is not entitled to a refund according to the Rebate Terms.

3.1.8. In the event that an Originator refuses to pay an Engagement Fee, or delays in paying an Engagement Fee, FC will use reasonable efforts to ensure that the Engagement Fee is paid. Sums of money spent on such debt collection will be deducted from the Engagement Fee prior to the calculation of the Referrer Fee and Networker Fee. In these circumstances, the Referrers and Networkers will receive a pro rata entitlement to the Referrer Fee after the deduction of the debt recovery costs. In the event that FC does not receive payment of the Engagement Fee, the Referrers and Networkers will receive neither the Referrer Fee nor the Networker Fee. If FC receives only a partial payment of the Engagement Fee, the Referrers and the Networkers will receive only a pro rata entitlement to the Referrer Fee and Networker Fee, in accordance with the payment FC has received. If FC is refund the Originator’s Engagement Fee, the Referrers and Networkers will not receive any Referrer Fee or Networker Fee with respect to the Engagement Fee.

4. FC Capacity & Services

4.1. FC agrees to provide Originators with the opportunity to advertise Engagement opportunities on the FC Website. FC may refuse to advertise any such Engagement opportunity at its sole discretion, the exercise of which need not be reasonable if FC considers that the advertisement could put any person in conflict with legal obligations, or if FC believes the advertisement is immoral, distasteful or potentially injurious to any person.

4.2. A Referrer may provide an Originator with information regarding a Prospect whom a Referrer believes would be suitable for the Engagement. Whilst FC shall at all time act in good faith, FC makes no guarantee as to the conduct of Referrers or the suitability of Prospects that are recommended to Originators, nor does FC make any warranty as to the ability of any Referrer or Originator to propose a suitable Engagement for any Prospect. FC makes no guarantee as to the likelihood of its services resulting in a suitable Prospect being identified for the Engagement.

4.3. FC agrees to invoice Originators for any applicable Fees.

4.4. FC agrees to pay Originators any rebates that are lawfully due to them in accordance with the Rebate Terms. A rebate will not be payable until the corresponding Engagement Fees have been paid. Late payment of any Engagement Fee will void an Originator’s entitlement to a rebate.

4.5. FC will not disseminate Prospect details to Originators, Referrers or any third party except with their express permission or pursuant to a legal obligation to which FC is subject.

4.6. FC will pay Networkers and Referrers the Networker Fee and Referrer Fee due to them, in accordance with the Fee Schedule.

4.7. When a User opens an account on the FC Website, FC will provide the User with the ability to input information on an Engagement or a Prospect on the FC Website and transmit that information via the FC Website to a Prospect or an Originator, respectively.

5. Users Responsibilities

5.1. User will make reasonable efforts to ensure that any information that s/he provides to any other User or potential User is accurate and not misleading.

5.2. User will not provide any information to any User or potential User that s/he believes is likely to be inaccurate or misleading.

5.3. User confirms that s/he is aware of, and will comply with, all of his/her legal obligations and that s/he is over the age of 18 years and has legal standing to enter into a contractual relationship with FC.

5.4. Each Originator acknowledges that for a Referrer to provide a Prospect with information, which would enable the Prospect to consider the suitability of an Engagement, the Referrer requires information including the Engagement Information and Requirement from the Originator. Each Originator consents to this information being provided to Referrers and Prospects.

5.5. Each Referrer will, prior to introducing a Prospect to an Originator, obtain all of the Engagement Information available on the FC Website and other sources and inform the Prospect of this Engagement Information.

5.6. The Originator will update Engagement Information on the FC Website immediately if, at any time prior to the Engagement, the Engagement Information and/or the Requirement changes.

5.7. Each Originator confirms that the Referrer has his/her authority to notify a Prospect of the Requirement, the Engagement Information and any additional information that the Originator may provide.

5.8. Each Referrer undertakes to write a Reference Letter upon receipt of confirmation of interest from the Prospect with a link to write a Reference Letter.

5.9. Each Originator acknowledges that FC does not verify the suitability of a Prospect and that s/he is responsible for ensuring that the Prospect is suitable for his/her needs, and his/her agreement to an Engagement is his/her warranty that s/he is satisfied that the Prospect is suitable for the Engagement.

5.10. Each Originator undertakes to explain the Requirement, and the Engagement Information, to the Prospect on the first occasion that s/he liaises with them and to advise the Prospect as to any changes to the Engagement Information or the Requirement prior to allowing the Prospect to commence an Engagement. Each Originator undertakes to obtain the Prospect Information prior to an Engagement.

5.11. Each Originator agrees to pay the Engagement Fee, without deduction, offset, or counterclaim, within the Payment Terms for an Engagement. Each Originator acknowledges that in the event that s/he does not pay the FC invoice in accordance with the Payment Terms, FC will make reasonable efforts to mitigate its loss by instructing solicitors to take appropriate legal action to recover the debt from such Originator. Each Originator confirms that s/he agrees to incur additional contractual liability to pay to FC such legal costs as FC may incur, as would be assessed on an indemnity basis.

5.12. Each Originator agrees that, prima facie, the effective cause of an Engagement will, in all circumstances, be deemed to be the introduction of the Prospect via the FC Website unless the Originator can provide evidence clearly demonstrating that this was not the case. In this case, the Originator warrants that s/he will immediately, and in any event within 24 hours of the initial provision of information relating to the Prospect’s identity, inform FC (by emailing info@FaceContact.com) if the Originator believes or suspects that s/he is aware of the identity of the Prospect through information other than that supplied by a Referrer. In the event that s/he fails to make such notification within 24 hours, there will be an irrefutable presumption that the effective cause of an Engagement is the introduction of the Prospect via the FC Website.

5.13. Each Referrer will inform the Originator and/or Prospect if s/he believes it may be detrimental to the interests of either party to enter into an Engagement. Each Prospect will inform the Referrer of any reason why s/he may be unsuitable for the Originator’s requirements, or if it is detrimental to the interests of the Originator for the Prospect to undertake an Engagement. If, during the three months following the commencement of an Engagement, any Referrer discovers information about a Prospect which gives him/her reasonable grounds to believe that a Prospect may be unsuitable for the Engagement, s/he will, without delay, inform the Originator of that information.

5.14. Each Prospect consents to the disclosure of any information concerning him/her (including that provided by a third party) to any Originator to whom s/he has been, or has agreed to be, introduced for an Engagement.

5.15. The provision of services by FC is not conditional upon the consent detailed in clause 5.14; such consent may be limited or withdrawn at any time.

5.16. Notwithstanding clause 5.15, each Prospect acknowledges that the Originator will require certain information in order to ascertain his/her suitability for an Engagement and that a Referrer or FC may be required to provide certain information to the Originator.

5.17. The commencement of the Engagement is the Prospect’s warranty that s/he is aware of all the Engagement Details and willing to undertake the Engagement and comply with the Requirement.

5.18. Users shall provide to FC full and complete information about the Remuneration at the earliest opportunity and in any event prior to the commencement of an Engagement.

5.19. Each Prospect acknowledges that FC does not control the Referrer or the Originator and FC cannot be held liable for any act of negligence, fraud, or misrepresentation that these individuals may commit. Each Prospect agrees to indemnify FC with respect to costs (on an indemnity basis) and damages awarded in connection with any claim brought against FC relating to its provision of information to an Originator that FC, acting in good faith, believes, or believed, to be potentially accurate.

6. Payment Terms

6.1. Time Frames and Charges

6.1.1. Unless otherwise agreed in writing by the FC and an Originator, upon receipt of the invoice, the Originator shall pay the Engagement Fee directly to FC. The total invoiced amount shall be payable to FC within fifteen (15) days of the Originator’s receipt of the final invoice, it being agreed that in the event of late payment interest shall be paid by the Originator to FC at the rate of 5% above LIBOR from the date the invoice was due.

6.1.2. Users agree that they will bear sole responsibility for any bank charges. Users will not make any reduction in the Fees due to FC by virtue of any charges that may be incurred in the course of making such a payment to FC.

6.1.3. FC‛s invoice is deemed received on the first working day following the date upon which it was posted, or, in the event of it being sent by email or facsimile, at the time of successful transmission if this is before 4pm on a working day. If the successful transmission is after 4pm on a working day, or not on a working day, the invoice is deemed received on the following working day.

6.1.4. All fees exclude VAT.

6.2. Dispute over Final Invoice

6.2.1. If an Originator reasonably disputes any component of the total invoiced amount, the Originator shall pay all undisputed amounts within the time frames specified above in Payment Terms and the parties will discuss any disputed amounts.

6.2.2. Users agree that any invoiced amounts reasonably disputed by the Originators will not be payable to the Referrers until such dispute is resolved.

6.2.3. The Users are solely responsible for withholding, paying, and reporting any applicable federal, state, local, and other taxes.

6.3. Suspension

6.3.1. In the event of non-payment by an Originator of any invoice when due that has not been reasonably disputed by the Originator (even where such non-payment occurs because of the Originator’s bankruptcy or insolvency), FC may suspend its services or access privileges to the Originator’s account (“Suspension”) until such time as the overdue invoices have been paid in full to FC pursuant to the terms of the applicable invoice(s). In the event of Suspension, FC shall not incur any liability whatsoever for any resulting delay imparted on any User.

6.4. Rebate Terms are that: In case an Engagement is to employ a Prospect and such an Engagement is terminated within the period of 12 weeks, the Originator will be entitled to a full rebate of the Engagement Fees paid by him/her provided that: (a) the Originator has not previously engaged the Prospect (whether via FC or otherwise), (b) the termination of the Engagement was not due to redundancy, (c) the Originator is not in breach of any of the terms of the Engagement with the Prospect, (d) the Originator has notified FC of such termination within 2 (two) working days of the termination, and (e) the Engagement was not for a fixed period of less than one calendar year.

6.5. Relationship of the Parties

6.6. No User shall be considered the employee, agent, partner or joint venture of FC and shall not be considered the employer, agent, partner or joint venture of any User.

6.7. FC is under no obligation to ensure the timeliness, accuracy, completion, or workmanship of any Engagement.

6.8. Users agree that FC, by providing its services, does not accept liability as an employer - either singularly or jointly - of any Prospect.

6.9. Users agree and understand that FC will not be involved in any way in the terms and conditions of their employment or contractual arrangement with any User and that any services for which they engage other Users are provided by and under the Engagement arrangement. FC is not responsible for and will not control the means, methods, or manner in which a User performs his/her services for another User. Furthermore, FC is not involved in the hiring, firing, discipline or working conditions of Users.

6.10. FC will not provide any User with funds, materials, or tools with which to complete any projects for which another User engages him/her. Any problems, complaints or questions regarding the work environment, performance, or other terms and conditions of the Engagement and/or contractual arrangement is a matter to be resolved between the Users.

6.11. Users acknowledge and agree that they will abide by any and all applicable non-discrimination, employment, tax, and other federal and state statute(s), regulation or common law in the use of the FC Website and the hiring of Users.

6.12. Users agree to hold harmless and indemnify FC for any and all liability arising from a violation of any such statute, regulation or common law in connection with their use of the FC Website.

7. Fee Schedule.

7.1. The Originator defines the Engagement Fee during the process of posting the Engagement Information. This information is required for FC to provide services according to this Agreement.

7.2. Total Referrer Fee is a part of an Engagement Fee to be equally distributed by FC among Referrers who lead to the Prospect who was selected as a winner by the Originator.

7.3. The Total Referrer Fee is calculated as 81,2% of a respective Engagement Fee.

7.4. The FC Fee is calculated as 19,8% of a respective Engagement Fee.

7.4. If the Networker has the Originator, who done successful Engagement, in his Networker Fee Network, then he receives 10% percent of a respective FC Fee.

8. Privacy

8.1. Although FC has implemented appropriate technical and organisational measures, including the use of encryption, to secure data that is transferred to the FC Website, Users understand that FC cannot guarantee the security of its systems and Users acknowledge that FC is not to be held liable for any loss, whether direct or indirect, arising from the interception of data relating to any User by a third party.

8.2. Any payments made by credit card are routed via a third-party service company that is responsible for ensuring the security of the data. Users acknowledge that FC is not liable for any neglect on behalf of the third-party service company.

8.3. At the User’s request, FC shall delete any data relating to the User from its files, except that when FC has entered into a transaction with the User and it is conceivable that legal liabilities could arise, FC reserves the right to archive such data until the expiry of legal liability with respect to matters relating to the data. Notwithstanding the reservation of this right, a User confirms that his/her request for such data to be deleted is his/her waiver of any legal rights, to such extent as is possible at law, with respect to any matters related to the data that s/he has asked to be deleted.

8.4. FC Website makes use of cookies, which facilitates logging Users onto the FC Website and also enables FC to monitor Website traffic and personalise the content of the site for Users. Users understand that they may reject the use of cookies, although this may mean that certain features of the FC Website will no longer be available to the Users.

8.5. In the event that there is an actual or proposed: (i) joint venture between FC and another business, (ii) a merger between FC and another business, or (iii) an acquisition of FC by another business, then Users» personal data may be transferred to another party as part of the process of considering the joint venture, merger, or acquisition. Any such transfer of personal data will be made subject to express conditions of confidentiality. Users acknowledge that if the party that is considering the merger, acquisition, or joint venture is outside the EEA, this may result in the personal data being transferred outside the EEA. Each User confirms that s/he gives his/her consent to such transfer.

8.6. Information relating to Prospects will not be transferred to Originators until such time as they have agreed to the FC Terms, which include a requirement for them to preserve the confidentiality of any information that is provided to them relating to Prospects.

8.7. FC will not pass information concerning Prospects to any third party without their consent and FC will not permit a Referrer to transmit information concerning Prospects via the FC Website to an Originator until FC has received permission from Prospects for this to occur.

8.8. Users consent to the provision of information by email about any product or services that FC may, from time to time, offer. A User can withdraw this consent at anytime, including now, by notifying FC at info@FaceContact.com.

8.9. All Prospect Information is strictly private and confidential and must not be supplied to any third party by a User without the written permission of a Director of FC. Such information may be used only for purposes directly relating to employing the Prospect or considering the Prospect’s suitability for employment or other engagements. A User agrees to pay FC liquidated damages in the sum of the Engagement Fee for any breach of this provision unless a User has otherwise paid an Engagement Fee with respect to an Engagement of the Prospect to whom the information relates.

8.10. A User shall not directly or indirectly induce any Prospect or any employee of FC to terminate their contract with FC. A User agrees to pay FC liquidated damages in respect of any breach of this provision in the sum of £15,000.

8.11. A User agrees that the damages in clauses 8.9 and 8.10 are a reasonable approximation of FC‛s loss.

9. Liability

9.1. Whilst FC always tries to ensure that the contents of the FC Website are correct and accurate, FC accepts no liability for any inaccurate or misleading data on the FC Website.

9.2. A User agrees to defend, hold harmless, and indemnify FC from and against any and all losses, costs, expenses, damages, or other liabilities incurred by FC from and against any cause of action, claim, suit, or proceeding brought by a third party against FC in connection with a User’s use of FC services, including, but not limited to, any payment obligations incurred through the use of FC services.

9.3. A User further agrees to indemnify, defend and hold FC harmless from and against any and all claims, demands, actions, costs, liabilities, losses, and damages of any kind (including attorneys» fees) resulting from: (i) a User’s use of the FC Website (ii) a User’s decision to supply credit information via the FC Website, including personal financial information; (iii) a User’s decision to submit postings and accept offers from other Users; (iv) any breach of contract or other claims made by Users with whom a User conducted business through the FC Website; (v) a User’s breach of any provision of these Terms; (vi) any liability arising from the taxability of payments and fees or any portion thereof; (vii) any negligent or intentional wrongdoing by any User; (viii) any act or omission of a User with respect to payments related to Engagements; (ix) a User’s dispute of or failure to pay any invoice or any other payment; and/or (x) a User’s obligations to any Prospects. Any such indemnification shall be conditioned on FC‛s: (a) notifying a User in writing of any such claim, demand, action, cost, liability, loss, or threat of any thereof; (b) cooperating with a User in the defence or settlement thereof; and (c) allowing a User to control such defence or settlement, unless FC is not fully and properly indemnified, or such settlement or result will adversely affect FC‛s operations. FC shall be entitled to participate in such defence through FC‛s own counsel at FC‛s own cost and expense. FC reserves the right to report any wrongdoing of which it becomes aware to the applicable government agencies or other authorities.

9.4. In connection with a User’s indemnification obligations as provided for above, FC agrees to (a) notify a User in writing after learning of any such claim; (b) turn over to a User all responsibility and control with respect to such a claim; and (c) reasonably cooperate with a User in the defence thereof.

10. Limitation of Liability

10.1. IN NO EVENT SHALL FC BE LIABLE TO A USER OR ANY OTHER MEMBER FOR ANY SPECIAL, INDIRECT, CONSEQUENTIAL, OR PUNITIVE DAMAGES PURSUANT TO THESE TERMS, 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.

10.2. In the event that a User has a dispute with another User, such a User hereby releases FC (and FC‛s 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 FC Website or such dispute.

10.3. Notwithstanding any other provision of these Terms, in no event will FC be liable to a User for any action or claim related to its services provided under these Terms, whether based on contract, tort, negligence, or any other theory of liability, exceeding the greater of: (A) $1,000 or (B) the aggregate amount of Engagement Fees actually collected by FC related to the Engagement to which the liability relates during the six (6)-month period immediately preceding the determination of such a liability.

10.4. FC‛s contracts with suppliers to provide scheduled maintenance, preventative maintenance, and emergency maintenance work. FC will have no liability whatsoever for any unavailability of the FC Website caused by FC‛s suppliers» performance or lack of performance of the maintenance work needed to keep the FC Website operable.

10.5. FC will not be liable for any loss of data or transactions resulting from delays, non-deliveries, mis-deliveries or service interruptions caused by FC or any third party actions, the actions of any Web services provider, or problems with the Internet infrastructure and networks external to the FC Website. The limitations of liability provided in these Terms inure to the benefit of FC, FC‛s affiliates and all of FC‛s respective officers, directors, employees, attorneys, and agents.

11. Website Use

11.1. Registration Process

11.1.1. To register, the invitee must follow the directions on the invitation or registration page and complete and submit the Registration Form on the FC Website. Next, the invitee must undergo the Email Verification Process through which FC will send an email to the email address designated by the invitee on his/her Registration Form. This email will contain additional instructions regarding the final steps for completing the registration process. Upon completion of these final steps, the invitee will become registered and enjoy access privileges to his/her account on the FC Website, in accordance with the terms and conditions set forth herein, as may be amended from time to time at the sole discretion of FC.

11.1.2. In order to register to use the FC Website, a User must choose a password. Each User warrants that s/he will make best efforts to ensure that this password remains confidential between the User and FC. The User will notify FC immediately if the security of the password is prejudiced so that FC may make appropriate efforts to ensure that the User’s account is not used for purposes outside the Terms.

11.1.3. At any time, for any or no reason, a User may deregister his/her account by sending FC an email with a request for deregistration.

11.2. Users agree not to submit, try to submit, or encourage any third party to submit, Unacceptable Materials to the FC Website.

11.3. A User specifically confirms that s/he will not: (i) place, cause to be placed, or induce another person to place any link upon another Website that connects to the FC Website, without written permission from a Director of FC, except that a User may link to the front page of the FC Website, at the address of the FC Website, without requiring any permission, (ii) remove, distort, or otherwise adapt the FC logo or any aspect of the FC Website, (iii) imply that the User, his/her products, services, or reputation as an employer are in any way endorsed by FC, (iv) suggest that a User is in partnership or is party to a joint venture with FC, and/or (v) otherwise misrepresent his/her relationship with FC.

11.4. A User understands that FC may, in some circumstances and at its sole discretion, allow third parties to place links upon the FC Website. A User acknowledges that the provision of such links on the FC Website does not provide any endorsement by FC of such Websites or the products or services promoted by them, nor is the provision of any link on the FC Website indicative of any particular business relationship with the party to whose Website the link is associated.

11.5. A User is permitted to download materials from the FC Website for his/her personal use only, subject to the following restrictions: (i) the User’s express acknowledgement that FC retains the copyright in any material that the User downloads, and (ii) the User will not modify, publish, transmit, or transfer any of the content of the FC Website except in accordance with applicable law.

11.6. A User acknowledges that «FaceContact» and the logo(s) on the FC Website are FC‛s property and may not be used by any User except with the written, revocable consent of a Director of FC.

11.7. Posted Information The User is solely responsible for any and all information that s/he posts on the FC Website, including but not limited to any posting or listing in any public message area or through any email feature.

11.8. Disclaimers

11.8.1. FC does not routinely conduct background checks on any Users and thus cannot verify that their profiles match their true identity, educational or work experience, or other attributes of the Users.

11.8.2. Because FC is not the employer of Users, FC will not be responsible for any tax or other withholding obligations, whether federal, state, local, or otherwise, with respect to the services being performed by Users.

11.8.3. FC does not endorse any information posted by Users and FC accepts no liability for any such information posted on the FC Website, including but not limited to any information posted about any User or non-User.

11.8.4. FC does not control the User-provided information contained on the FC Website. Such information may be offensive, harmful, inaccurate, or in some cases mislabelled or deceptively labelled. Information on the FC Website is provided "AS IS" and may contain technical inaccuracies or typographical errors. FC reserves the right to remove any User from the FC Network whom FC believes, at FC‛s sole discretion, is engaged in inappropriate and unprofessional conduct, and/or to remove any content, or portion of such content, posted by a User on the FC Website that FC believes, at FC‛s sole discretion, is offensive, harmful, inaccurate, or deceptively labelled.

11.8.5. The FC Website may contain links to third-party Websites not under the control or operation of FC. When FC includes such links, FC does so only as a convenience to its Users and non-Users and does not endorse and is not responsible for the content or privacy policy or practices, if applicable, of any linked site a User may choose to visit.

11.8.6. FC makes no representation that materials on the FC Website are appropriate or available for use in other jurisdictions outside the . Accessing FC materials from territories where their contents are illegal is prohibited. Those who choose to access this site from other jurisdictions do so on their own initiative and are responsible for compliance with local laws.

11.9. System Integrity

11.9.1. Users shall not use any device, software, or routine, including but not limited to any viruses, trojan horses, worms, time bombs, cancelbots or denial-of-service attacks, intended to damage or interfere with the proper working of the FC Website or any transaction being conducted on the Website, or to surreptitiously intercept or expropriate any system, data, or personal information from the FC Website. Users shall not take any action that imposes an unreasonable or disproportionately large load on the FC infrastructure, including but not limited to ‛spam" or other such unsolicited mass emailing techniques.

11.10. Ownership

11.10.1. The FC Website and all intellectual property rights related to the FC Website, including but not limited to copyrights, trademarks, service marks, and any feedback left by Users on the FC Website are owned and/or licensed by FC, and all right, title and interest in the FC Website and the related intellectual property rights remain the property of FC.

11.10.2. Users may not reproduce, reverse engineer, decompile, disassemble, modify, or create derivative works with respect to the FC Website and the related intellectual property, including any services provided via the FC Website. These Terms do not grant Users permission to do so.

11.10.3. Certain content on the FC Website may be licensed from third parties. All such third-party content and all intellectual property rights related to that content belong to the respective third parties. Users may not remove any copyright, trademark, or other intellectual property or proprietary notice or legend contained on the FC Website, including any FC Website content.

11.11. GENERAL TERMS

11.12. Term and Termination. These Terms shall become effective upon the date of a User’s registration and shall continue with respect to such User until terminated by either Party. A User may effect such termination by completing the deregistration process. FC may, at its sole discretion, which need not be exercised reasonably, terminate, prevent, or limit the use of the FC Website. Upon termination by either Party, the Originator shall continue to be obligated to pay and shall remain responsible for timely payment of FC‛s Engagement Fee.

11.13. Amendment. FC reserves the right to amend these Terms at any time. If FC amends these Terms, an announcement will be posted on the FC Website. The User expressly agrees that his/her continued use of the FC Website after such an announcement shall be deemed to constitute the User’s consent to such amendments to the Terms.

11.14. Reservation of Rights. Without limiting other remedies, FC may limit, suspend, or terminate its service and User accounts, prohibit access to the FC Website, remove hosted content, and take technical and legal steps to keep Users off the Website if FC thinks that they are creating problems or possible legal liabilities, or acting inconsistently with the letter or spirit of FC policies.

11.15. “As is” Policy. THE FC SERVICES PROVIDED HEREUNDER ARE PROVIDED "AS IS," WHERE IS, AND WITHOUT ANY WARRANTIES, REPRESENTATIONS OR CONDITIONS (EXPRESSED OR IMPLIED, ARISING BY STATUTE OR OTHERWISE IN LAW OR FROM A COURSE OF DEALING, USAGE, OR TRADE). FC MAKES NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, AS TO THE QUALITY, IDENTITY, OR RELIABILITY OF ANY MEMBER OR THIRD PARTY, OR AS TO THE ACCURACY OF THE POSTINGS MADE ON THE SITE BY ANY USER.

11.16. Integration. These Terms, and all writings, Webpages, agreements and policies, including but not limited to the FC Privacy Policy and the Networker Fee Program, incorporated by reference into these Terms, contain the entire Terms between the parties and supersede any prior agreement, negotiation or understanding of the parties, whether oral or in writing, with respect to the subject matter of these Terms.

11.17. Any representations, promises, or conditions not incorporated herein shall not be binding upon FC or a User or their respective successors and assigns.

11.18. Savings Clause. If any provision of these Terms is held to be invalid or unenforceable, such provision will be struck and the remaining provisions enforced. Failure of either party to act or exercise his/her or its respective rights under these Terms 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 the said party from thereafter enforcing strict compliance with any or all of the Terms.

11.19. No Agency Relationship. These Terms do not create a relationship of agency, partnership, or representation between FC and any of its Users, it being understood that FaceContact and the Users are to act as independent contractors in relation to each other and are not authorized to make any contract, agreement, warranty, or representation on behalf of each other.

11.20. Force Majeure. Neither of the Parties to these Terms 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 the performance of such a party shall be extended by the period of such a delay.

11.21. Users agree to strictly comply with all applicable laws, statutes, ordinances and regulations regarding: (i) their use of the FC Website and any other services FC may provide hereafter; (ii) their ordering or posting of services or offers, if applicable; and (iii) the posting and retrieval of information by Users, including without limitation those governing antitrust, unfair competition, false advertising, taxation, and export control. Users are solely responsible for paying all applicable fees and taxes incurred in connection with access to FC servers and the FC Website.

11.22. Assignment
FC has the right to transfer or assign these Terms and the rights hereunder to any other person or entity without the Users» consent.

11.23. The Users do not have the right to assign or transfer these Terms or any rights thereunder to any other person or entity without FC‛s prior written consent. Subject to the foregoing, these Terms will be binding upon and will inure to the benefit of the successors and permitted assigns of the Parties hereto.

11.24. Governing Law and Jurisdiction. The FC Website (excluding linked sites) is operated by FC from offices within the . It can be accessed from other countries around the world. As each of those places has laws that may differ from those of , by accessing the FC Website, Users agree that these Terms and their use of the FC Website, and the services offered therein and thereby, shall be governed in all respects by the internal substantive laws of , without regard to provisions for conflicts of law.

11.25. Dispute Resolution between Users and FC

11.25.1. If a dispute arises between a User and FC, the User agrees that s/he and FC will resolve any claim or controversy at law or equity. The User agree that s/he will first contact FC directly to attempt to resolve any such dispute before initiating legal action.

11.25.2. Users agree that any claim or dispute any of them may have against FC shall be resolved by English Courts. Users hereby submit to jurisdiction and venue of the courts located in for the purpose of litigating all such claims or disputes. Any cause of action a User may have with respect to the FC Website or FC services shall be commenced within one year after it arises, or the cause of action shall be barred.

11.25.3. In the event that a User has filed a claim in contravention of paragraph 11.25.1. above, FC will be entitled to recover all of its actual attorney’s fees from the User, provided that FC has notified the User of the improperly filed claim and the User has failed to withdraw such claim promptly.

11.26. Dispute Resolution between Users. Any disputes between Originators and Prospects remain between such Originators and Prospects. By using FC services, a User acknowledges and agrees that FC will not be a party to any such dispute or be obligated to take any action or refrain from taking any action toward resolving any such dispute. FC may, at its sole discretion, but shall not be required to, withhold or delay payment in the event of dispute between an Originator and a Prospect.

11.27. Notices. All notices required or permitted to be given under these Terms of Use shall be made in writing and shall be deemed to have been duly given if delivered personally or mailed first-class, postage pre-paid, by registered or certified mail to the addresses set forth above, or to such other address as any party shall designate by notice in writing. Those notices so mailed shall be deemed to have been given ten (10) business days after mailing.

11.27.1. Electronic notices to FC should be emailed to info@FaceContact.com, placing “Terms and Conditions” in the subject line.

11.27.2. Notice to User: the User’s designated emailing address is what is indicated in the User’s FC account profile.