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SERVICES AGREEMENT

PLEASE READ THIS AGREEMENT CAREFULLY

Acceptance of Terms

This Bizbilla.com Premium membership Services Agreement (this "Agreement") is between Bizbilla.com and any business entity (hereinafter referred to as “you” or “Member”) which applies to subscribe for or order a Premium membership service (“Premium membership Service”) and/or any related Value Added Services (collectively, the “Services”) offered by Bizbilla.com through the web portal www.bizbilla.com .BY SUBMITTING YOUR APPLICATION OR SERVICE ORDER OR MAKING ANY PAYMENT FOR ANY SERVICES WHETHER ONLINE VIA THE SITE OR OFFLINE OR VIA OUR AUTHORIZED SALES AGENT, YOU INDICATE YOUR AGREEMENT TO BE BOUND BY THIS AGREEMENT.

This Agreement applies to all Services and governs all applications or service orders for the Services (each referred to as a “Service Order”). In case of any conflict between the terms of this Agreement and those of a Service Order, the terms of the Service Order shall prevail.

If a Service Order includes the Premium membership Service, this Agreement will take effect on the later of the day when (i) you have paid the total service fees in full under the Service Order.

If a Service Order includes Value Added Services only and does not include the Premium membership Service, you must concurrently be an existing Premium membership member. This Agreement will take effect on the day when you have paid the total service fees in full within the prescribed period set forth in the Service Order or otherwise acceptable to Bizbilla.com.

Bizbilla.com may amend this Agreement at any time by posting the amended and restated Agreement on the Site. The amended and restated Agreement shall be effective immediately upon posting. After posting by Bizbilla.com of the amended and restated Agreement, your continued use of the Services shall be deemed to be acceptance of the amended terms. This Agreement may not otherwise be modified except in writing by an authorized officer of Bizbilla.com.

The Services are provided subject to the Terms of Use Agreement, Privacy Policy, Product Listing Policy and all other rules and policies of the Site, each published on the Site and as may be revised from time to time (collectively, the “Website Terms”). You hereby agree to comply with such Website Terms at all time.

Services

The Premium membership Service has the following core features (which may be modified or suspended for scheduled or unscheduled maintenance purposes, from time to time at the sole discretion of Bizbilla.com upon notification):

Company Profile - allows Member to display and edit basic information about its business, such as year and place of establishment, estimated annual sales, number of employees, products and services offered, etc.;

Product Showcase - allows Member to display and edit descriptions, specifications and images of its products;

Trade Lead Posting - allows Member to post on the Site for public display offers to buy or sell Member’s products and services;

The Value Added Services are offered only to Members whose service period for the Premium membership Service is still valid and has not expired.

Bizbilla.com reserves the right to change, upgrade, modify, limit or suspend the Services or any of its related functionalities or applications at any time temporarily or permanently without prior notice. Bizbilla.com further reserves the right to introduce new features, functionalities or applications to the Services or to future versions of the Services. All new features, functionalities, applications, modifications, upgrades and alterations shall be governed by this Agreement, unless otherwise stated by Bizbilla.com.

Member shall keep confidentiality and proper custody of its Member ID and Password of the account assigned to Member in connection with its use of the Services (the “Account”). A set of Member ID and Password is unique to a single Account. Member agrees that it shall be solely responsible for any use of its Account (including without limitation publishing of any information and materials, accepting any online rules and agreements,subscribing for or purchasing any service or product online) and any use of its Account will be deemed by Bizbilla.com as having been fully authorized by such Member. Member shall not share with, assign to or permit a third party to use its Account, Member ID or Password (collectively, "multiple use"). Member acknowledges that multiple use of its Account with any third party may cause irreparable harm to Bizbilla.com or other users of the Site, and agrees to indemnify Bizbilla.com and its affiliates against any loss or damages suffered by Bizbilla.com and its affiliates as a result of multiple use of its Account. lf Member fails to take necessary measures to maintain the security of the Account or to prevent the risks of unauthorized access, Bizbilla.com shall have the right to suspend the provision of the Services or terminate this Agreement without any refund or other compensation with regard to Member.

Bizbilla.com shall have the right, but shall not be obliged, to monitor or examine any information and materials including any website link that Member publishes or submits to Bizbilla.com for publishing on the Site (the “Member Materials”). Publishing of Member Materials shall by no means mean that Bizbilla.com has endorsed or otherwise certify the contents of such Member Materials. Member shall be solely responsible for the contents of its Member Materials.

If any activities of Member on the Site or any Member Materials (including material accessible through a link in the Member Materials), in Bizbilla.com’s reasonable opinion, are in violation of any applicable laws and regulations or a third party’s legitimate rights (including without limitation intellectual property rights), the terms of this Agreement or the Website Terms or may otherwise subject Bizbilla.com or its affiliates to liability, Bizbilla.com may, at its option, delete, remove or modify such Member Material or any part thereof and/or limit or suspend the provision of the Services or any part thereof (including without limitation limiting the number or types of product listings that the Member can publish on the Site for such duration as Bizbilla.com may in its sole discretion consider appropriate).

Bizbilla.com reserves the right to cooperate fully with governmental authorities, private investigators and/or injured third parties in the investigation of any suspected criminal or civil wrongdoing. Further, Bizbilla.com may disclose Member's identity and contact information, if requested by a government or law enforcement body, an injured third party, or as a result of a subpoena or other legal action. Bizbilla.com shall not be liable for damages or results thereof, and Member agrees not to bring any action or claim against Bizbilla.com for such disclosure. In connection with any of the foregoing, Bizbilla.com may suspend or terminate Member’s Account as Bizbilla.com deems appropriate at its sole discretion. Bizbilla.com shall have the right to publish the records relating to handling of complaints against Member, breaches by Member or termination of this Agreement on the Site.

Member hereby grants to Bizbilla.com a non-exclusive, royalty-free, sub-licensable, worldwide, transferable license to (a) display, publish or transmit all or part of the Member Materials, or any adaptations thereof, (b) link, copy, store, adapt, translate or make other reasonable use of all or part of the Member Materials, or any adaptations thereof, necessary to provide the Services in any medium known now and in the future.

Service Period

Unless otherwise agreed by the Parties, the service period for the Premium membership Service shall be one (1) year from the activation date of the Account. Activation of the Account shall be notified to Member via email to such email address provided by Member upon registration for the Service.

The service period for any Value Added Service shall be the agreed period specified in the relevant Service Order provided that if Member’s Premium membership Service expires or terminates, all of its Value Added Services under the same Account shall terminate simultaneously.

This Agreement will expire on the day when all the service periods expire unless early terminated according to the terms of this Agreement.

Fees and Payment

All service fees shall be payable in advance to Bizbilla.com or its authorized agent by wire transfer, credit card, third-party payment system (including but not limited to PayPal, CC- Avenue) or such other method acceptable to Bizbilla.com, in US Dollars or its equivalent in such other currency as permitted by Bizbilla.com. All payments made are non-refundable.

All services fees are exclusive of any taxes, duties or other governmental levies or any financial charges. You agree to pay and be responsible for any such taxes, duties, levies or charges on the sale and use of the Services in addition to our service fees. In the event Bizbilla.com is required by any applicable law to collect any taxes or duties, you agree to pay such taxes or duties to Bizbilla.com.

Bizbilla.com reserves the right to modify its pricing structure, discounts and payment conditions from time to time at its sole discretion.

Member Responsibilities

Member agrees to provide all necessary information, materials and approval, and render all reasonable assistance and cooperation necessary for Bizbilla.com’s provision of the Services. If Member’s failure to do so results in delay in the provision of any Service, Bizbilla.com shall not be obliged to extend the relevant service period nor shall be liable for any loss or damages arising from such delay.

Member represents and warrants to Bizbilla.com that:

it has the full power and authority to enter into this Agreement, to grant the license and authorization and to perform its obligations hereunder;

it will carry on its activities on the Site in compliance with any applicable laws and regulations;

it will not use the Services to defraud users of the Site or engage in other unlawful activities (including without limitation spamming, allowing another to use your business registration information to subscribe for an Bizbilla.com service);

it has the legitimate right and authorization to sell, distribute or export all products or services it posts on the Site or otherwise referred to in its Member Materials;

all contents of its Member Materials are true, lawful and accurate, and are not false, misleading or deceptive;

it will not impersonate any person or entity, or misrepresent itself or its affiliation with any person or entity;

it will not post any product or service listing in breach of the Site’s Product Listing Policy, and its Member Materials or any product or service referred to in its Member Materials do not infringe or otherwise abet or encourage the infringement or violation of any third party's copyright, patent, trademarks, trade secret or other proprietary right, rights of publicity and privacy or other legitimate rights;

its Member Materials do not contain information that is defamatory, libellous, threatening or harassing, obscene or sexually explicit or harmful to minors;

its Member Materials do not contain information that is discriminatory or promotes discrimination based on race, sex, religion, nationality, disability, sexual orientation or age.

Member agrees and undertakes that it will not:

copy, reproduce, exploit or expropriate Bizbilla.com's various proprietary directories, databases and listings;

use or distribute any computer viruses or other destructive devices and codes that may harm, interfere with, intercept or expropriate any software or hardware system, data or personal information;

gain or attempt to gain authorized access to the computer systems or networks used by Bizbilla.com and/or any user of the Site or engage in any other activities that may harm the integrity of such computer systems or networks;

take any action which may undermine the integrity of Bizbilla.com's feedback system, such as leaving positive feedback for himself using secondary Member IDs or through third parties or by leaving unsubstantiated negative feedback for another Member.

With regards to information about or posted on behalf of any business referee, Member represents and warrants that it has obtained all necessary consents, approvals and waivers from its business partners and associates (a) to act as its business referee; (b) to post and publish their contact details and information, reference letters and comments on their behalf; and (c) that third parties may contact such business referees to support claims or statements made about Member.

Member shall conduct all activities on the Site in accordance with all applicable laws and regulations and commonly accepted commercial practices. Member shall also conduct its business affairs with integrity and in an ethical manner.

Member acknowledges and agrees that Bizbilla.com shall not be responsible, and shall have no liability to it or anyone else for any content of the Member Materials or materials posted by third parties.

Member shall be solely liable for its business name submitted. In case Bizbilla.com receives any complaint or claim against Member in respect of its business name, unless Member changes to a new business name which has also passed the A&V, Bizbilla.com shall have the right to suspend or terminate Member’s Account immediately.

Member agrees to indemnify Bizbilla.com and its affiliates and their employees, agents and representatives and to hold them harmless, from any and all losses, damages, actions, claims and liabilities (including legal costs on a full indemnity basis) which may arise, directly or indirectly, from its Member Materials or use of the Services or from Member's breach of this Agreement or the Website Terms, (including claims arising from Member’s business name) and from claims of third parties. Bizbilla.com reserves the right, at its own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by Member, in which event Member shall cooperate with Bizbilla.com in asserting any available defenses.

Limitation of Liability

Bizbilla.com represents and warrants that it will provide the Services with reasonable care and skill.

TO THE FULL EXTENT PERMITTED BY LAW, BIZBILLA.COM SHALL NOT BE LIABLE FOR ANY INDIRECT, CONSEQUENTIAL, INCIDENTIAL, SPECIAL OR PUNITIVE DAMAGES, INCLUDING WITHOUT LIMITATION DAMAGES FOR LOSS OF PROFITS OR REVENUES, BUSINESS INTERRUPTION, LOSS OF BUSINESS OPPORTUNITIES OR LOSS OF DATA, WHETHER IN CONTRACT, NEGLIGENCE, TORT OR OTHERWSIE, ARISING FROM THE USE OR INABILITY TO USE OF THE SERVICES.

Member agrees not to hold Bizbilla.com responsible for third parties’ content, actions or inactions. If Member uses third parties’ services, software or products in connection with the Services, Member further agrees not to hold Bizbilla.com responsible for such third parties’ services, software or products.

Any material downloaded or otherwise obtained through the use of the Services is done at Member's sole discretion and risk and Member is solely responsible for any damage to its computer system or loss of data that may result from the download of any such material. No advice or information, whether oral or written, obtained by Member from Bizbilla.com or through or from the Services shall create any warranty not expressly stated in this Agreement.

Notwithstanding any of the foregoing provisions, the aggregate liability of Bizbilla.com and its affiliates and their employees, agents and representatives or anyone acting on their behalf, with respect to Member for all claims arising from the use of the Services or the Site shall not exceed the amount of the services fees that Member pays to Bizbilla.com during the current service period for the Premium membership Service. The preceding sentence shall not preclude the requirement by Member to prove actual damages. All claims arising from the use of the Services must be filed within one (1) year from the date the cause of action arose.

Termination

If any of the following circumstances occurs, Bizbilla.com shall have the right to terminate the Agreement immediately upon written notice to Member and to forfeit the services fees for any unused Services without liability:

Bizbilla.com has reasonable grounds to believe that Member uses the Services for any fraudulent or other unlawful purpose;

upon complaint or claim from any third party, Bizbilla.com has reasonable grounds to believe that Member has wilfully or materially breached its contract with the third party complainant, including without limitation where Member has failed to deliver the products ordered by the complainant after receipt of the purchase price, or where Member has failed to make payment to the complainant after receipt of the products delivered by the complainant, or where Member has delivered the products that fail to materially meet the terms and descriptions outlined in Member Materials;

Bizbilla.com has reasonable grounds to believe that Member is involved in the production or sale of any inferior goods or any goods which infringe any intellectual property rights or other legitimate rights of any third party;

Member assigns or transfers part or all of its rights and obligations under this Agreement to a third party (including multiple use of its Account) without Bizbilla.com’s prior written consent;

Member sells any business information related to buyers and/or their buy leads/enquiries which are obtained by Member as a result of use of the Services without Bizbilla.com’s prior written consent;

Member is involved in any scheme or activities to undermine the integrity or normal operation of the computer systems or networks of the Site (including gaining unauthorized access to the systems of the Site, stealing, modifying or deleting the information of other members of the Site without authorization);

Member ceases to conduct its operations, is insolvent or wound up, or becomes the subject of any voluntary or involuntary proceeding relating to insolvency, receivership, liquidation or composition for the benefit of creditors or similar proceeding If the Agreement is terminated Bizbilla.com shall have the right to refuse any and all current or future use by Member of the Services or any other services that may be provided by Bizbilla.com.

In the event that Bizbilla.com does not receive full payment of subscription fees within ten (10) days of automatic renewal of subscription for the Service, such Member's subscription shall be terminated immediately without further notification from Bizbilla.com. Access to the Premium membership Service shall be denied upon such termination.

Under no circumstances shall Bizbilla.com be held liable for any delay or failure or disruption of the Services resulting directly or indirectly from acts of nature, forces or causes beyond its reasonable control, including without limitation, acts of God, Internet failures, computer, telecommunications or any other equipment failures, electrical power failures, strikes, labour disputes, riots, insurrections, civil disturbances, shortages of labour or materials, terrorism, war, governmental actions, orders of domestic or foreign courts or tribunals.

General Provisions

This Agreement constitutes the entire agreement between Member and Bizbilla.com with respect to and governs the use of the Services, superseding any prior written or oral agreements in relation to the same subject matter herein.

If any provision of this Agreement is held to be invalid or unenforceable, such provision shall be struck and the remaining provisions shall be enforced.

Headings are for reference purposes only and in no way define, limit, construe or describe the scope or extent of such section.

Any failure by Bizbilla.com to exercise any of its rights under this Agreement shall not constitute a waiver of such right or a waiver with respect to subsequent or similar breach. A waiver shall be effective only if made in writing.

Bizbilla.com shall have the right to assign this Agreement (including all of its rights, titles, benefits, interests, and obligations and duties in this Agreement) to any person or entity (including any affiliates of Bizbilla.com). Member may not assign, in whole or part, this Agreement to any person or entity.

April 29 2013

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