JobSpooler and SpoolSource Inc.

By accepting these Terms of Conditions and Use you hereby agree to the following:

You must read, agree with and accept all of the terms and conditions contained in this User Agreement, which includes those terms and conditions expressly set out below and those incorporated by reference, before you may register to use JobSpooler. We strongly recommend that, as you read this User Agreement, you also access and read the information contained in the other pages and websites referred to in this document, as they contain further terms and conditions which apply to you as an JobSpooler user.

We may amend this User Agreement at any time by giving you notice ("Notice") by either e-mail in accordance with your Notification Preferences or by posting the amended User Agreement on the Site. Any amended User Agreement will govern new user registrations from the date that it is posted on the Site. Existing users will be bound by the amended User Agreement after the expiry of 30 days following the date of a Notice. No other amendment to this User Agreement will be effective. Please note that different notice provisions apply to our Fees and Credits Policy as set out in section 6 below.
This User Agreement is effective on 31 August 2007 for all users.

1. Membership Eligibility.
Our services are not available to, and may not be used by, persons under the age of 16 years or to temporarily or indefinitely suspended JobSpooler members. If you are under 16 years old, you cannot use this service. If you do not qualify, please do not use our services. If you are registering as a business entity, you represent that you have the authority to bind that entity to this User Agreement.

2. User ID.
You must choose a User ID and password on completion of registration. You are responsible for all actions taken under that User ID and password and shall only use or utilize the Website using your own User ID and password. You must use every effort to keep your password safe and should not disclose it to any other person. You shall not transfer or sell your User ID to any other person. You shall also not permit, either directly or indirectly, any other person to utilize your User ID or password.

3. JobSpooler is a Tool.

3.1 JobSpooler is not an employer. Instead, the Website acts as a tool which allows registered users to post jobs consisting of tasks (threads) and accept payment for working on various threads. We do not review postings provided by users, and we are not directly involved in transactions between job managers and spoolsmiths (users taking and completing jobs). As a result, we have no control over the quality, safety or legality of the jobs listed, the truth or accuracy of the listings, the integrity of managers or the ability of spoolsmiths to complete threads. We are not responsible for ensuring that job managers and spoolsmiths actually complete a transaction. You accept sole responsibility for the legality of your actions under laws applying to you.

3.2 Restricted Items. You must not post any type of task which we do not permit on the Website, as described in the list of Prohibited Job Posts. We do not accept any obligation to protect you from unsafe Job requests posted.

3.3 Identity verification. We use many techniques to verify the accuracy of the information our users provide to us when they register on the Site. However, because user verification on the Internet is difficult, JobSpooler cannot and does not confirm the purported identity of users or the validity of the information which users post to the Site. Our User ID feedback rating system will also help you to evaluate the user with whom you are dealing. Should the need arise, you are free to block individual users from working on Jobs you post.

3.4 Liability. In the event that you have any right, claim or action against any other user arising from that user's use of the Site, you agree to pursue such right, claim or action independently of and without recourse to us, and you release JobSpooler (and our parent, subsidiaries, affiliates, officers, directors, agents and employees) from all claims, liability, damages, losses, costs and expenses, including legal fees, known and unknown, arising from or in any way connected with such right, claim or action.

3.5 Information Control. We do not control the information posted by other users and made available through the WebSite. You may find another user's information to be offensive, harmful, inaccurate, or deceptive. Please use caution, common sense, and the ratings system when using the WebSite. Please note that there are also risks of dealing with underage persons or people acting under false pretenses. You are invited to alert us to violations of our Terms and Conditions. Furthermore, by using this WebSite, you agree to accept such risks and agree that JobSpooler is not responsible for the acts or omissions of users on the Site.

4. Accepting Jobs
As a spoolsmith, you have a legal obligation to complete a transaction with a job manager on time or forfeit due payment.

5. Posting Jobs
As a job manager, you have a legal obligation to pay the spoolsmith after confirmation of thread completion according to the guidelines specified in the Job description.

6. Fees
Joining JobSpooler, posting and accepting jobs is ostensibly free, although you will remain responsible for labor compensation costs, commission and fund transfer fees. When posting a job you will have an opportunity to review and accept the fees that you will be charged in advance. Our fees are described in our Fees FAQs which forms part of this User Agreement. We may change this policy at any time, and any change will be effective after the expiry of 14 days following the date of posting on the announcements board on the Site (or such later date as we may notify). However, we may choose to temporarily change our Fees and the fees for our services for promotional events and such changes are effective when we announce the temporary promotional event on the Site. For the avoidance of doubt, such promotional events shall not apply to any listings on our Site at the time of the announcement. We may in our sole discretion change some or all of our services at any time. In the event we introduce a new service, the fees for that service are effective at the launch of the service.

Unless otherwise stated, all fees are payable in United States dollars. Job managers will be responsible for paying all fees associated with using our service and our Site and all applicable taxes. You agree that we may issue you with invoices in electronic format by email.

7. Your Information.

7.1 Definition "Your Information" is defined as any information you provide to us or other users in relation to the JobSpooler service including the registration, posting, listing or feedback process (including, without limitation, any description of jobs listed), your postings on the forum and any other content that you post within the Site. You are solely responsible for Your Information, and we act as a mere conduit for your online distribution and publication of Your Information.

7.2 Restrictions Your Information and your activities on our Site must not:
a. be false, inaccurate or misleading;
b. be offensive or menacing, abusive, defamatory, or in breach of copyright, confidence, privacy or any other rights;
c. infringe any third party's copyright, patent, trade mark, trade secret or other proprietary rights or rights of publicity or privacy;
d. be fraudulent or involve the sale of counterfeit or stolen items;
e. be in breach of any applicable laws or regulations (including, but not limited to, laws governing export control, consumer protection, unfair competition, anti-discrimination, false advertising);
f. be obscene, indecent or contain child pornography;
g. create liability for us or cause us to lose (in whole or in part) the services of our ISPs or other suppliers;
h. link directly or indirectly to or include descriptions of goods or services that: (a) are prohibited under this User Agreement; (b) you do not have a right to link to or include;
i. contain any computer viruses, macro viruses, trojan horses, worms or anything else designed to interfere with, interrupt or disrupt the normal operating procedures of a computer or to surreptitiously intercept, access without authority or expropriate any system, data or personal information;
j. cause the Site to be interrupted, damaged, rendered less efficient or such that the effectiveness or functionality of the Site is in any way impaired.

You must not list any data on the Site (or complete any transaction initiated using the Site) that, by paying to us the posting fee or the final value fee, could cause us to violate any applicable law

7.3 License To enable JobSpooler to use your posted job-related information, you grant us a non-exclusive, world-wide, perpetual, irrevocable, royalty-free, sub-licensable (through multiple tiers) license to exercise the copyright, trade mark, publicity, syndication and database rights you have over posted job-related information, in any media now known or not currently known. At the same time, we will protect your personal information (including email address and financial information) from use by outside vendors unless explicitly authorized by you.

7.4 Access and Interference. The Site contains robot exclusion headers. Much of the information on the Site is updated on a real time basis and is proprietary or is licensed to JobSpooler by our users or third parties. You agree that you will not use any robot, spider, scraper or other automated means to access the Site for any purpose without our express written permission. Additionally, you agree that you will not: (i) take any action that imposes, or may impose in our sole discretion an unreasonable or disproportionately large load on our infrastructure; (ii) copy, reproduce, modify, create derivative works from, distribute or publicly display any content (except for Your Information) from the Site without the prior expressed written permission of JobSpooler and the appropriate third party, as applicable; (iii) interfere or attempt to interfere with the proper working of the Site or any activities conducted on the Site; or (iv) bypass our robot exclusion headers or other measures we may use to prevent or restrict access to the Site. We do not authorize you to extract or reuse substantial parts of our Site, or to make systematic and repeated extractions or re-utilizations of insubstantial parts of our Site.

7.5 Your Use of Other Users' Information. In order to facilitate interaction among all JobSpooler community members, our service allows you limited access to other users' contact information.

By accepting this User Agreement, you agree that, with respect to other users' personally identifiable information that you obtain through the Site or through an JobSpooler-related communication or JobSpooler-facilitated transaction, you may only use such information for: (a) JobSpooler-related communications that are not unsolicited commercial messages and relate to your genuine participation in an JobSpooler-facilitated transaction, (b) using services offered through JobSpooler (e.g. escrow, insurance, postal and fraud complaints), and (c) any other purpose that such user expressly agrees to after adequate disclosure of the purpose(s). In addition, you shall only use such information in accordance with applicable laws and regulations, including without limitation data protection and privacy laws. In all cases, you must give users an opportunity to remove themselves from your database and a chance to review what information you have collected about them. In addition, under no circumstances, except as defined in this Section, can you disclose personally identifiable information about another user to any third party without our consent and the consent of such other user after adequate disclosure.

JobSpooler and our users do not tolerate spam or unsolicited commercial communications. Therefore, without limiting the foregoing, you shall not add a JobSpooler manager or spoolsmith or a JobSpooler user, even a user who has completed a job transaction with you, to your mail list (email or physical mail) without their express written consent after adequate disclosure. To report spam from other JobSpooler users, please send an email to JobSpooler staff via the web form.

Breach.

Without limiting our other remedies, we may limit your activity on the Site, immediately issue a warning, suspend or terminate your user registration or any of your item listings and refuse to provide our services to you without notice to you: (a) if you breach this User Agreement or the documents incorporated by reference; (b) if, despite our reasonable endeavors, we are unable to verify or authenticate any information you provide to us; or (c) if we believe that your actions may cause us financial loss or legal liability.

8. Transfer of Data
We view protection of users' privacy as a very important community principle. Please note that Your Information will be stored and processed on our computers in the United States. JobSpooler will hold and transmit Your Information in a safe, confidential and secure environment. If you object to your Information being transferred or used in this way please do not register.

9. No Warranty.
We (and our parent, subsidiaries, affiliates, officers, directors, agents and employees) do not guarantee continuous, uninterrupted or secure access to our services, and operation of the Site may be interfered with by numerous factors outside of our control. Our website and our services are provided "as is" and as and when available, and to the extent permissible by law we exclude all implied warranties, conditions or other terms, whether implied by statute or otherwise, including without limitation any terms as to skill and care or timeliness of performance. Some jurisdictions do not allow the disclaimer of implied warranties, so the foregoing disclaimer may not apply to you.

10. Limitation of Liability.
We (including our parent, subsidiaries, affiliates, officers, directors, agents and employees) will not be liable for any economic losses (including, without limitation, loss of revenues, profits, contracts, business or anticipated savings), any loss of goodwill or reputation, or any special, indirect or consequential damages (however arising, including negligence) arising out of or in connection with this User Agreement. Some jurisdictions do not allow the exclusion of incidental or consequential damages, so the above exclusion may not apply to you.

We (including our parent, subsidiaries, affiliates, officers, directors, agents and employees) also have no liability of any sort (including liability for negligence) for the acts or omissions of other providers of telecommunications services or for faults in or failures of their networks and equipment.

Our liability to you or any third party, and the liability of our parent, subsidiaries, affiliates, officers, directors, agents and employees, in any circumstance is limited to the greater of (a) the total fees you have paid to us in relation to the postings or other service offered giving rise to liability, and (b) $100.

11. Indemnity.
You agree to indemnify and hold us and (as applicable) our parent, subsidiaries, affiliates, officers, directors, agents, and employees, harmless from any claim or demand, including reasonable legal fees, made by any third party due to or arising out of your breach of this User Agreement (including the documents incorporated by reference), or your violation of any law or the rights of a third party.

12. Notices.
Unless otherwise explicitly stated, notices to JobSpooler must be sent by registered mail to SpoolSource LLC, at our Los Angeles California address and notices to you will be sent to the email address that you provide to JobSpooler during the registration process (receipt is deemed 24 hours after an email is sent, unless we receive notice that the email address is invalid), or by registered mail.

13. Dispute Resolution.
Disputes between you and JobSpooler regarding our services may be reported to JobSpooler Customer Support. We reserve the right to compensate job managers and/or spoolsmiths according to their direct financial stake in the dispute without awarding additional damages.

14. Third Party Rights.
A person who is not a party to this User Agreement has no right to enforce any term of this User Agreement but this does not affect any right or remedy of a third party specified in this User Agreement or which exists or is available apart from that Act.

15. General.
If any provision of this User Agreement is held to be invalid or unenforceable, such provision shall be struck out and the remaining provisions shall be enforceable. You agree that this User Agreement and all incorporated agreements may be automatically assigned by JobSpooler, in our sole discretion, to a third party in the event of a merger or acquisition or any other event. You and JobSpooler are independent contractors, and no agency, partnership, joint venture, employee-employer or franchisor-franchisee relationship is intended or created by this User Agreement. Headings are for reference purposes only and in no way define, limit, construe or describe the scope or extent of such section. Our failure to act with respect to a breach by you or others does not waive our right to act with respect to subsequent or similar breaches. This User Agreement sets forth the entire understanding and agreement between us with respect to its subject matter. No oral explanation or oral information given by any party shall alter the interpretation of this User Agreement.

This Agreement will prevail over any conditions of transaction imposed by an employer or employee and other JobSpooler policies posted on our Site. Each of the policies may be amended from time to time and material changes will be posted on the Announcement Board except for the Privacy Policy for which we will provide you with thirty days notice.

Sections 6 (Fees), 7 (Your Information), 11 (Limitation of Liability), 12 (Indemnity), 14 (Governing Law), 15 (Dispute Resolution) and 16 (Third Party Rights) shall survive any termination of this User Agreement.