USER AGREEMENT

Ajeva LLC, a Florida limited liability corporation, at Post Office Box 025250, Dept #6765, Miami, Florida 33102-5250, (“Ajeva”), and the entity or individual specified at the end of this Agreement, or the electronic version of this Agreement (“User”), enter into this User Agreement (“Agreement”), as of the date of the User’s or the User’s authorized agent’s execution as indicated on the Agreement’s signature page or the electronic version of the signature page (“Effective Date”).

Whereas, Ajeva provides an on-line registry of Providers who perform accounting, telemarketing, freelance writing, data entry, project management, and/or software development and other services, from which Buyers shall select such Providers to perform such services; and

Whereas, in consideration of the terms and conditions provided below and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, User and Ajeva agree as follows:

1.1 “Assignment” means a particular project or set of ongoing tasks for which a Buyer has requested Services (as defined at 1.16) to be performed by a Provider (as defined at 1.14).

1.2 “Bill Rate” for an Assignment means the hourly rate established by a Provider.

1.3 “Buyer” means any individual or company that has requested Services to be performed by a Provider through Ajeva’s Marketplace.

1.4 “User” means the entity or individual specified at the end of this Agreement, or the electronic version of this Agreement.

1.5 “Confidential Information” means any information User discloses or provides to a Provider, as well as any information created by a Provider, including but not limited to Deliverables and Work Product as a consequence of (a) entering into this Agreement, or (b) working on an Assignment, regardless of whether such Confidential Information is contained in verbal communications, written manuals or materials, or other tangible methods of expression, including hard disk and soft drive mechanisms, as well as other electronic, verbal, graphic, or visual materials. Examples of Confidential Information may include, but not be limited to Ajeva’s and Client’s marketing and sales strategies and plans, finances, operations, methods, processes, compositions, equipment, computer software, programs, customers, customer accounts, customer information, customer reports, customer finances, product information and reports, and any and all information defined as “trade secrets” under the Uniform Trade Secrets Act and as defined in Florida Statute § 688.002(4). Confidential Information does not include material or information that: (a) is generally known by third parties as a result of no act or omission of Ajeva; (b) subsequent to disclosure hereunder, was lawfully received without restriction on disclosure from a third party having the right to disseminate the information; (c) was already known by Ajeva prior to receiving it from User and was not received from a third party in breach of that third party’s obligations of confidentiality; or (d) was independently developed by Ajeva without use of Confidential Information.

1.6 “Deliverables” means any instructions, information, or materials, including but not limited to requests for proposals or IP that a Provider receives from a Buyer or User for an Assignment.

1.7 “IP” means any Intellectual Property in form of computer programs or routines (in object code, source code, or embedded format, regardless of the medium on which it resides), algorithms, know-how, hardware and/or software configurations, inventions, documentation, translations, text and other works of authorship, data, databases, information, designs, utility models, symbols, logos, marks, names, procedures, processes, technical improvements and any other intangibles as well as the prototypes, samples, copies, and other materialized forms of the foregoing intangibles.

1.8 “License Agreement” means the license agreement between Ajeva and User relating to User’s use of the Ajeva Suite of Software.

1.9 “Proprietary Rights” means any and all rights, title, ownership and interest in and to IP, copyrights, mask works, industrial designs, trademarks, service marks, trade names, trade secrets, patents, and any other rights to IP, recognized in any jurisdiction, whether or not perfected.

1.10 “Provider” means an entity or individual that has entered into an agreement with Ajeva establishing the terms and conditions on which such entity or individual, by the individual or the entity’s employees, contractors, or consultants, shall perform Services for a User or Buyer of Ajeva.

1.11 “Provider Fees” means for each Provider who provides Services on an Assignment for a User, the amount that User shall pay Provider.

1.12 “Services” means any and all work performed by Provider to complete an Assignment for User including but not limited to accounting, telemarketing, freelance writing, data entry, project management, and/or software development work and other services.

1.13 “ Marketplace” means the Ajeva website on which details of all Providers and Assignments are listed.

1.14 “Work Product” means any tangible or intangible results or deliverables that Provider agrees to create for, or deliver to, User as a result of performing the Services on a particular Assignment, including, but not limited to, configurations, computer programs or other information, or customized hardware, and any IP developed in connection therewith.

1.15 “Suite of Software” means the software that Ajeva makes available to its Users, which shall include the online marketplace, project management suite, collaboration features, time logging.

2.1 Offering. Ajeva shall make available at its website, Ajeva.com, an online marketplace where Users may select Providers to perform Services or select Buyers who may be interested in purchasing Services. Ajeva also agrees to make available a Suite of Software for its Users, according to the terms and conditions contained in Ajeva’s License Agreement. Ajeva and its licensors reserve all Proprietary Rights in and to the Ajeva Suite of Software.

2. 2 Marketplace and Assignments. Users shall be solely responsible for: (a) posting an Assignment on the Marketplace; (b) selecting Provider(s) to perform the Assignment; (c) providing all Deliverables, specifications, requirements, and instructions required to perform the Assignment; and (d) monitoring and managing the Provider(s) during the course of performing Services to complete the Assignment. User agrees that Ajeva shall not be responsible for any actions or omissions of another User, including the performance of any Provider of an Assignment. In addition, User agrees that Ajeva shall not be liable for any infringements of any Proprietary Rights by, or related to, any Work Product or Services.

3.1 Terms. Once a User accepts a Buyer or Provider’s bid to perform an Assignment, User shall enter into a service contract directly with that Buyer or Provider, pursuant to the terms set forth in Section 3 of this Agreement (“Service Contract”). User agrees that the terms of each Service Contract shall contain terms that are substantially the same as those set forth in Section 3.1 through 3.10, and that User shall use no means other than the Ajeva Marketplace to enter into any Service Contracts with other Users.

3.2. Third Party Beneficiary. Ajeva is not a party to any Service Contracts between Buyers and Providers, nor does Ajeva make any representations or warranties regarding the performance of Services under any such Service Contract, except as explicitly stated by Ajeva. Notwithstanding, Ajeva acknowledges that Ajeva’s reputation and goodwill could be negatively impacted by a User’s breach of a Service Contract. User thereby acknowledges that Ajeva is a third party beneficiary of each Service Contract that User enters into and that Ajeva, as a third party beneficiary to such contract, has the right to take legal actions against User as Ajeva deems necessary to protect its interests.

3.3 Services. Provider shall perform Services (i) in accordance with Ajeva’s Rules and Policies, including but not limited to those contained in the Suite of Software, the use of which is restricted to the use set forth in the License Agreement; (ii) according to any instructions from Buyer; and (iii) in a professional and workmanlike manner, having regard to the expertise, level of proficiency and type of work product required for the relevant industry or technology for which the Services are being performed. Provider shall not subcontract with third parties to perform Services on behalf of Provider without the prior written consent of the Buyer.

3.4 Fees. Buyer shall pay Provider the agreed upon fees for time spent or for delivery of Work Product. All fees shall be paid through Ajeva as set forth in Ajeva’s Invoicing and Payments Policy, incorporated by reference herein.

3.5 Deliverables. Buyer grants Provider a limited, non-exclusive, revocable (at Buyer’s sole discretion) right to: use, store, copy, display and transit Buyer’s Deliverables on Ajeva’s Suite of Software, solely as necessary for the performance of Services for which the Deliverables were provided. Buyer reserves, for itself and its licensors, all other rights and interest, as well as title and ownership, in and to the Deliverables. Buyer warrants and represents that the grant of rights to and use of the Deliverables does not violate any third party rights. Buyer agrees not to transfer, or require the transfer of Deliverables, to any jurisdiction where such transfer is prohibited by law. Upon completion or termination of the Assignment, or at Buyer’s request, Provider shall immediately return all Buyer Deliverables to the Buyer and purge all copies of such Deliverables and Work Product contained in or on Provider’s premises or systems.

3.6 Pre-existing IP in Work Product. User ensures that no Work Product created or delivered by User as a Provider contains or includes any pre-existing Intellectual Property, whether such IP is owned by User or a third party (“Pre-existing IP”) without obtaining the prior written consent of the Buyer to the use of such Pre-existing IP in the Work Product. In the event that User violates this Section 3.6, User shall not be entitled to payment for, and shall refund any fees paid to User, for any Services performed with Pre-existing IP and without prior, written consent for such use.

3.7 Work Product. Provider and Buyer agree that any copyrightable works shall be “works for hire” and that Buyer will be considered the author and owner of such works. Unless prohibited by law, all Proprietary Rights in Work Product shall vest at creation. To the extent that under mandatory law, Proprietary Rights can only be assigned after creation, Provider irrevocably agrees to assign, immediately following creation, all Proprietary Rights to Work Product to Buyer. To the extent that under mandatory law, Buyer’s Proprietary Rights can not be assigned, Provider agrees to irrevocably grant, and hereby grants, to Buyer an exclusive, perpetual, irrevocable, unlimited, worldwide, fully paid, and unconditional license to use and commercialize Proprietary Rights to Work Product in any manner now known or in the future discovered. To the extent such license grant is not fully valid, effective or enforceable under mandatory law, Provider irrevocably agrees to grant, and hereby grants, to Buyer, such rights as Buyer reasonably requests in order to acquire a legal position as close as possible to full and exclusive legal ownership. Provider also irrevocably authorizes Buyer to act and sign on Provider’s behalf and take any necessary steps in order to perfect Buyer’s rights under this Section 3.7.

3.8 Independent Contractor Status. Provider acknowledges and agrees it is working as an Independent Contractor, and not an employee of Buyer or Ajeva. Provider further acknowledges and agrees that this Service Contract does not constitute an employment agreement or create an employment relationship between Buyer and Provider, and that Provider shall have no claim under this Agreement for overtime pay, sick leave, holiday, vacation, retirement, workers’ compensation, or employee benefits of any kind from Buyer. Provider further acknowledges that Buyer will not deduct any amount of withholding, Social Security, or unemployment, or other taxes or deductions that it would ordinarily take for an employee, and that Buyer will not make any payments on Provider’s behalf for social security, unemployment, disability, or workers’ compensation insurance. Provider accepts exclusive liability for payment of any state and federal taxes and compliance with applicable state and federal tax laws, including laws governing individuals who are self-employed. Provider agrees to indemnify and defend Buyer against any liabilities, including taxes, contributions, penalties and interest related to Provider’s responsibilities for the payment of any and all taxes. Provider agrees to provide proof of payment of appropriate taxes on any fees Buyer paid Provider under this Agreement.

3.9 Incorporation of User Agreement and Ajeva’s Policies. Service Contracts shall be governed by Sections 1 (Definitions), 5 (Confidentiality), and 11 (Miscellaneous) of the User Agreement, as well as Ajeva’s Rules and Policies. Buyer and Provider acknowledge and agree that Ajeva is not a party to this Service Contract, and that Ajeva shall not have any liability or obligations under or related to Service Contracts or any acts of omissions by Buyer or Provider.

3.10 Integration Clause. The terms of this Service Contract, or any additional terms expressly agreed to by Buyer and Provider, constitute the entire agreement and understanding between the parties and shall cancel any other prior or contemporaneous discussions, agreements, representations, warranties, and/or communications between them.

4.1 Ajevas Fees. User acknowledges and agrees that Ajeva shall be paid by the provider in a transaction; non-refundable fees for the maintenance of the Ajeva Marketplace, in the amount of 10% of the Provider Fee minus a Payment Processing Fee, which is set forth in Ajeva’s Invoicing and Payments Policy.

4.2 Provider Fees. Ajeva shall serve as the sole payment processor for Provider Fees as set forth in Ajeva’s Invoicing and Payments Policy.

4.3 Invoices to Buyer. Ajeva shall invoice Buyer for Provider Fees in accordance with the Invoicing and Payments Policy. In the event Buyer believes a charge to be incorrect, Buyer shall notify Ajeva within the time limits established in the Invoicing and Payments Policy. Ajeva’s final determination regarding such a dispute shall be final.

4.4 Payments. Buyer authorizes Ajeva to obtain credit card authorizations on all credit cards provided by Buyer, to store credit card details as Buyer’s method of payment for Services, and to charge Buyer’s credit card (or other form of payment authorized by Buyer) in accordance with the Invoicing and Payments Policy.

4.5 Dispute Resolution Policy. All disputes between Buyer and Provider regarding the chargeable nature of hours shall be resolved pursuant to Ajeva’s Dispute Resolution Policy..

4.6 No Direct Payments to Providers. Buyers shall make all payments relating to, or in any way connected with, an Assignment (including but not limited to bonuses), according to the payment process set forth in Section 4 and Ajeva’s Invoicing and Payments Policy. Under no circumstances shall Buyer make any payments to a Provider. User shall immediately notify Ajeva if any User requests a form of direct payment to a Provider.

5.1 Ajeva Suite of Software. Ajeva and its licensors reserve all Proprietary Rights in and to the Ajeva Suite of Software. Ajeva agrees to permit User to use the Ajeva Suite of Software on the terms and conditions set out in this Agreement and in the License Agreement, but reserves the right to suspend or terminate User’s access to the Ajeva Suite of Software at any time in its sole discretion, and to amend the Suite of Software (including the functionality of the Suite of Software) at any time in its sole discretion. Without limiting any provisions contained in the License Agreement, User shall not be entitled to create any “links” to the Suite of Software, or “frame” or “mirror” any content contained on, or accessible through, the Suite of Software, on any other server or internet-based device. Further, Ajeva strictly prohibits the unauthorized copying or use of any licensed computer software by User. User understands that the unauthorized use or duplication of the Suite of Software other than that for which it is licensed or other “piracy” of Suite of Software is a violation of Federal law, and may expose User to legal action.

5.2 Confidentiality. Ajeva shall protect the secrecy of any Confidential Information provided to Ajeva by User, with the same degree of care as it uses to protect its own confidential information, but in no event with less than due care. Ajeva shall not (a) disclose Confidential Information to anyone, except to the Provider selected by Buyer for the Assignment; (b) use Confidential Information, except as necessary for completion of an Assignment, which may include the storage or transmission of Confidential Information for use by the Provider.

5.3 Return. Ajeva shall promptly destroy or return to User all Confidential Information and any copies thereof if and when Confidential Information is no longer needed for the performance of an Assignment, or at the User’s written request (which may be made at any time at User’s sole discretion). Ajeva agrees to provide written certification to User of compliance with this Section 5.3 within ten (10) days after the receipt of User’s written request to certify.

5.4 Publications. Without limiting Section 5.2 (Confidentiality), Ajeva shall not publish, or cause to be published, any Confidential Information or Work Product.

AJEVA MAKES NO EXPRESS REPRESENTATIONS OR WARRANTIES WITH REGARD TO SERVICES, WORK PRODUCT, AJEVA’S MARKETPLACE, AJEVA’SSUITE OF SOFTWARE, OR ANY PRODUCTS OR SERVICES RELATED TO THIS AGREEMENT. TO THE MAXIMUM EXTENT PERMITTED BY LAW, AJEVA DISCLAIMS ALL EXPRESS OR IMPLIED CONDITIONS, REPRESENTATIONS AND WARRANTIES INCLUDING BUT NOT LIMITED TO, THE WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON- INFRINGEMENT. SECTION 9.2 (TERMINATION) STATES USER’S SOLE AND EXCLUSIVE REMEDY WITH RESPECT TO ANY DEFECT OR NON-CONFORMANCE OF THE SERVICES, WORK PRODUCT, OR AJEVA’S SUITE OF SOFTWARE TO AGREED SPECIFICATIONS.

User acknowledges and agrees that the consideration which Ajeva is charging hereunder does not include any consideration for assumption by Ajeva of the risk of User’s consequential or incidental damages which may arise in connection with User’s use of the Services and Suite of Software provided by Ajeva. Accordingly, User agrees that Ajeva shall not be responsible to User for any loss of profit, indirect, incidental, special, or consequential damages from any claim arising out of this Agreement. Any provision herein to the contrary notwithstanding, the maximum liability of Ajeva to any person, firm or corporation whatsoever arising out of or in the connection with this Agreement, whether such liability arises from any claim based on breach or repudiation of contract, warranty, tort or otherwise, shall in no case exceed the lesser of (a) $5,000 in US Dollars, or (b) the fees paid by User to Ajeva for the twelve (12) month period preceding the date of the claim. The parties acknowledge that the limitations set forth in this Article 7 are integral to the amount of consideration levied in connection with this Agreement and any Services rendered hereunder and that, were Ajeva to assume any further liability other than as set forth herein, such consideration would of necessity be set substantially higher. This limitation of liability shall not apply to User’s indemnification obligations under Section 8.

User shall indemnify and hold harmless (on a monthly basis, as costs are incurred) Ajeva (and its subsidiaries, affiliates, officers, agents, employees, representatives and cobranders or other partners,) (each an “Indemnified Party”) and pay any loss, damages, judgment, claim, liabilities, costs (including legal fees and attorney costs and court costs), and expenses incurred by the Indemnified Party as a result of any claim, judgment, or adjudication that use of the Deliverables infringes upon any third party rights or export or import control laws of any jurisdiction. User also shall indemnify and hold harmless (on a monthly basis, as costs are incurred) Ajeva (and its subsidiaries, affiliates, officers, agents, employees, representatives and cobranders or other partners,) (each an “Indemnified Party”) and pay any loss, damages, judgment, claim, liabilities, costs (including legal fees and attorney costs and court costs), and expenses incurred by the Indemnified Party as a result of any claim, judgment, or adjudication arising out of any dispute between a Buyer and Provider or between a User and any other Buyer or Provider.

To qualify for such defense and payment, the Indemnified Party must: (a) give User prompt written notice of any claim, judgment or adjudication to which Section 8 applies; and (b) allow User to control, and cooperate with User in, the defense and all related negotiations of such claim, judgment or adjudication, provided that the Indemnified Party’s reasonable interests are maintained.

9.1 Term. The Term of this Agreement shall commence on the Effective Date and continue until the termination, in accordance with Section 9.2 below.

9.2 Termination. Either party may terminate this Agreement, with or without cause, effective immediately upon written notice to the other party. Such termination shall not relieve User of the obligation to pay for time spent and expenses incurred prior to the effective date of the termination. Such expenses, fees, and applicable taxes shall be invoiced to User following termination, in accordance with Ajeva’s Invoicing and Payments Policy.

9.3 Survival. Sections 4 through 8 shall survive any termination of this Agreement.

This Agreement, the License Agreement, and Ajeva’s Rules and Policies (set forth below) , contain the entire understanding of the parties with respect to the subject matter of this Agreement, and supersede all prior proposals, understandings or agreements whether written or oral, and all prior dealings of the parties with respect to the subject matter thereof.

User understands and agrees that Ajeva’s Rules and Policies as set forth below, and as are set forth in full at http://Ajeva.com/Policies/ are incorporated by reference into this Agreement. User understands and agrees that Ajeva has the sole and exclusive right to modify, add to, or delete these policies during the course of this Agreement and that any such change shall be binding on User.

Identity and Profile

Posting Job Openings

Applying to Job Openings

Non-Disclosure Agreements

Managing Job Assignments

Working on Jobs

Ratings and Feedback

Invoicing and Payments

Dispute Resolution

Disintermediation

Enforcement of Policies

Privacy Policy

General Policies

Working on Ajeva

11.1 Notices. Any notices under this Agreement must be in a signed writing and sent to each party at the postal address or email address contained on the signature page of this Agreement. Notice and delivery will be deemed given upon receipt by the receiving party. Any other form of notice under this Agreement shall be invalid.

11.2 Modifications. This Agreement may be modified only by an instrument signed by both parties or their authorized representatives.

11.3 Dates. All references to days shall mean business days (Monday through Friday) and shall exclude federal holidays.

11.4 No Waiver. Any waiver of strict compliance with any of the terms and conditions of this contract by the parties must be in writing and signed by a duly authorized representative of the party. The failure or delay of either party to exercise or enforce any right or claim does not constitute a waiver of such right or claim and shall in no way affect that party’s right to later enforce or exercise it.

11.5 Assignment. User may not transfer or assign any of its rights or obligations under this Agreement without the prior written consent of Ajeva in the form of a written instrument signed by a duly authorized representative of each party (and, for the purposes of this Section 11.5, a written instrument shall expressly exclude electronic communications such as email and electronic notices but shall include facsimiles).

11.6 No Employment. User acknowledges and agrees that this Agreement does not constitute an employment agreement or create an employment relationship between Ajeva and User.

11.7 No Agency. Nothing contained in this Agreement shall be construed to: (a) give either party the power to direct and control the day-to-day activities of the other; (b) constitute the parties as partners, joint ventures, joint employers, co-owners or otherwise as participants in a joint or common undertaking; or (c) allow either party to create or assume any obligation on behalf of the other party for any purpose whatsoever.

11.8 Severability. If any provision of this Agreement shall be held by a court of competent jurisdiction to be illegal, invalid or unenforceable, the remaining provisions shall remain in full force and effect. The illegality, invalidity, or unenforceability of such provision in that jurisdiction shall not in any way affect the legality, validity, or enforceability of such provision in any other jurisdiction or of any other provision in any jurisdiction

11.9 Choice of Law. The validity, interpretation, construction, and performance of this Agreement shall be governed by the laws of Florida, excluding its conflict of laws principles and excluding the United Nations Convention on Contracts for the International Sale of Goods (CISG). The Florida state courts of Duval County, Florida (or, if there is exclusive federal jurisdiction, the United States District Court for the Middle District of Florida) shall have exclusive jurisdiction and venue over any dispute arising out of this Agreement, and Client hereby consents to the jurisdiction of such courts.

11.10 Arbitration. Any dispute or claim arising under or with respect to this Agreement will be resolved by arbitration in the State of Florida, in accordance with the Rules for Commercial Arbitration by the American Arbitration Association before a panel of three (3) arbitrators, one appointed by Ajeva, the other appointed by Client, and the third appointed by said Association. The decision of a majority of the arbitrators shall be final and binding upon the parties. Any such decision may be entered as a judgment or order in any court of competent jurisdiction. The arbitrators shall have the authority to award compensatory damages only and shall not award punitive or exemplary damages. Any such proceeding and award shall be held in confidence by all parties. Notwithstanding the foregoing, Ajeva or Client may seek injunctive relief in any court of competent jurisdiction. The prevailing party in any legal proceeding brought by one party against the other party in a dispute shall be entitled to recover its legal expenses, including, but not limited to, the costs of any court or arbitration proceeding and reasonable attorneys’ fees.

11.11 Prevailing language. The English language version of this Agreement shall be controlling in all respects and shall prevail in case of any inconsistencies.

11.12 Execution. This Agreement may be executed in counterparts, and each counterpart shall constitute an original of this Agreement but all of which taken together shall form one legal instrument.

11.13 Electronic Signature. This Agreement may be executed by electronic signature under Florida Statute § 668.50, the Uniform Electronic Transaction Act. By entering User’s name or User’s authorized agent’s name in the space provided, User signifies its intent to sign and bind itself to the terms specified herein with an electronic signature. This Agreement has the same force and effect as any contract under Florida law and may be admitted into evidence, notwithstanding the fact that the parties have provided electronic signatures pursuant to Florida Statute § 668.50.