iJobid Client Marketplace Interface Terms of Service and Network Participation

1. Testing iJobid CMI functionality with your 'Enable Production Marketplace' set to 'Yes' is prohibited. Projects are shared across the Network and ‘testing’ in the live marketplace will affect the content of other web sites, and so if it is detected you will be warned via email, and if it continues your site will be removed and your domain banned.
2. Any links to pornographic material will be removed and pornographic web sites will be removed from the Network.

iJobid.com Marketplace Rules, Privacy Policy & Escrow Agreement

This terms of service agreement (hereinafter referred to as the "Agreement") sets forth the contractual agreement between iJobid, a registered trade name of Magnetic Merchandising Inc. and you (referred to herein collectively as "company," "you," "your", "customer", "user" and/or "registered user") who agrees to the terms of this agreement by clicking the "I AGREE" checkbox on the User Registration form. 

The following are the terms and conditions for use of the iJobid.com services (including but not limited to, use of this website and any other related services).  The terms and conditions also apply to any new services which may be offered by iJobid.com in the future.

Your use of our services indicates your agreement to abide by our most recent Terms of Service Agreement as displayed on this website.

The iJobid.com service and all related services offered through this website are offered to you conditioned on your acceptance without any modification to the terms and conditions contained in this Agreement.

If you do not accept the terms and conditions contained in the Agreement in their entirety, you are not authorized to use this website.

1.     PROTECTION OF COPYRIGHTS AND TRADEMARKS

The Website contains trademarks and other material furnished by iJobid.com, its licensors, and other users. You should assume that everything you see or read in publicly viewable areas of the Website that was not furnished or received by you (such as images, photographs, illustrations, text and other materials) ("Website Content") is copyrighted unless otherwise noted. You may not sell, reproduce, distribute, modify, display, publicly perform, prepare derivative works based on, repost or otherwise use any of the Website Content in any way for any public or commercial purpose without prior written consent of iJobid.com or the rights holder. You may not use the Website Content on any other website or in a networked computer environment for any purpose except your own personal viewing. In order to protect iJobid.com and its Licensor's trade secrets, you agree that you will not 'reverse engineer' any Website Content consisting of downloadable software, unless specifically authorized by the trade secret owner or otherwise permitted by law.

2.     RELATIONSHIP OF PARTIES

A.Your relationship and correspondence with users on iJobid.com site, including the development and delivery of related goods or services, and any other terms, conditions, warranties or representations associated with such dealings, are solely between you and such user. You agree not to hold iJobid.com liable for any loss or damage of any sort incurred as the result of any such dealings or as the result of the presence of such users of the website.

B. By accepting this agreement, you acknowledge that iJobid.com does not provide any development tools or delivery mechanisms for any project deliverables between users.

3.     OWNERSHIP

The website and all intellectual property rights related to the website, including but not limited to copyrights, trademarks, service marks and any feedback left by users on the website, are owned or licensed by iJobid.com, and all right, title and interest in the website and the related intellectual property rights remain the property of iJobid.com. You may not reproduce, reverse engineer, decompile, disassemble, modify or create derivative works with respect to the website or any related intellectual property, including any services provided via the iJobid.com website.

4.     MODIFICATION OF SERVICE

iJobid.com reserves the right to modify, add, or remove all services and features of the website at any time. 

5.     INDEMNIFICATION

You agree that you shall indemnify, defend and hold harmless iJobid.com and its officers, directors, employees, agents, owners and shareholders from and against any costs, expenses (including, among other expenses, reasonable attorneys' fees and expenses), losses, damages (specifically including, but not limited to, incidental, consequential, exemplary, special, indirect or punitive damages), suits, claims or liabilities incurred and arising from or relating to your use of iJobid.com services.

6.     TERMINATION OF SERVICE

iJobid.com has the right to instantly cancel with or without warning all unpaid or not fully paid memberships, where payment is required.

7.     ASSIGNMENT

You shall not sell, transfer, or assign this Agreement without the prior written consent of iJobid.com.  Any unauthorized transfer or assignment shall be null and void; provided, however, that any such assignment shall not relieve user of its obligations under this Agreement.  iJobid.com has the right to transfer or assign this Agreement to any other person or entity without your consent.

8.     MODIFICATION

This Agreement may be modified by iJobid.com at any time.  It is your responsibility to periodically review any updates to this agreement to determine if any modifications affect you or your business. 

9.     GOVERNING LAW

Interpretation and enforcement of this Agreement shall be governed by the laws of Ontario. 

10.  ATTORNEY FEES AND COSTS

If any action is brought by you against iJobid.com under this Agreement, and iJobid.com prevails, iJobid.com shall be entitled to recover from you its actual costs and reasonable attorney fees and all other litigation costs, including expert witness fees, and all actual attorney fees and litigation costs incurred in connection with the enforcement of a judgment arising from such action or proceeding.  The provisions of the preceding sentence shall be severable from the provisions of this Agreement and shall survive the entry of any such judgment.

11.  TERMINATION FOR IMPROPER USE

Infractions of this Agreement or the acceptable use policies set forth in this Agreement by you can result in immediate termination of your accounts without reimbursement.  iJobid.com may make exceptions in the case of individual abusive users.  This decision is left entirely to the discretion of iJobid.com.

12.  ACCEPTABLE USE POLICY

As consideration for use of the iJobid.com website pursuant to this Agreement, you agree to the following stipulations relating to acceptable use of the iJobid.com website.  You agree not to use the iJobid.com website to:

A.Intentionally or unintentionally violate any applicable local, state, national or international law, including, but not limited to, any regulations having the force of law.

B. Impersonate any person or entity, including, but not limited to, a iJobid.com official or employee or falsely state or otherwise misrepresent your affiliation with a person or entity;

C.Employ misleading e-mail addresses or falsify information in the header, footer, return path or any part of any communication, including e-mails, transmitted through the iJobid.com website;

D.Upload, post, e-mail, otherwise transmit or post links to any content that you do not have a right to transmit under any law or regulation or under contractual or fiduciary relationships (such as inside information, or proprietary and confidential information learned or disclosed as part of employment relationships or under nondisclosure agreements);

E. Upload, post, e-mail or otherwise transmit or post links to any content that facilitates hacking;

F. Upload, post, e-mail, otherwise transmit or post links to any content that infringes any patent, trademark, service mark, trade secret, copyright or other proprietary rights of any party or contributing to inducing or facilitating such infringement. This prohibition shall include, without limitation, the following forms of software piracy:

G.Upload, post, e-mail, otherwise transmit or post links to any unsolicited or unauthorized advertising, promotional materials, "junk mail," "spam," "chain letters," "pyramid schemes" or any other form of solicitation, except in those areas that are designated for such purposes;

H.Upload, post, e-mail, otherwise transmit or post links to any material that contains software viruses, worms, trojan horses, time bombs, trap doors or any other computer code, files or programs or repetitive requests for information designed to interrupt, destroy or limit the functionality of any computer software or hardware or telecommunications equipment or to diminish the quality of, interfere with the performance of, or impair the functionality of the iJobid.com website;

I.   Upload, post, e-mail, otherwise transmit or post links to any content, or select any member or user name or e-mail address, that is unlawful, harmful, threatening, abusive, harassing, tortious, defamatory, vulgar, obscene, pornographic, libelous, invasive of privacy or publicity rights, hateful or racially, sexually, ethnically or otherwise objectionable;

J.   Upload, post, e-mail, otherwise transmit or post links to any content that promotes illegal activity, including without limitation the provision of instructions for illegal activity;

K.    Collect or store personally identifying information about other users for commercial or unlawful purposes;

L. Upload, post, e-mail or otherwise transmit or post links to any material, or act in any manner that is offensive to these stipulations of acceptable use.

13.  PRIVACY AND CONFIDENTIALITY

A.Your use of the website and the services provided therein is governed by the terms of this Agreement and the iJobid.com Privacy Policy, which is incorporated in its entirety by reference into this Agreement. The Privacy Policy is posted on the website and may be updated or revised from time to time. If at any time you are not in compliance with the Privacy Policy, we have the right to terminate your rights of use and access to the website and to terminate this Agreement. We may be required by law to disclose information to government authorities, law enforcement agencies or third parties, upon subpoena, and you authorize us to disclose information as we believe, in our sole discretion, is necessary or appropriate.

B. Any Login Identification (Login Name) and password, and any authorization codes or similar verification identifiers should be maintained by you as confidential and should not be disclosed to third parties. It is your responsibility to change your Login Name and password and/or authorization codes, if it becomes necessary, through the "My Account" section of the website.

14.  MEMBERSHIP FEES

A.iJobid.com users may have a single BUYER profile and multiple SERVICE PROVIDER (PROVIDER) profiles.  BUYER profiles are FREE and as such have no membership fee.  iJobid.com charges membership fees for each active PROVIDER profile. PROVIDER membership fees are automatically renewed, unless deactivated by the subscribing User.  iJobid.com will automatically charge the membership fee to the User's designated credit card and you authorize us to charge such credit card for the appropriate membership fees and amounts stated.  iJobid.com reserves the right to increase membership fees or to institute new fees at any time, upon reasonable notice posted in advance on this Website. The renewal charges will be the same as the regular membership fees as described above, unless otherwise notified in advance, as set forth in this section.

B. Downgrades to a less expensive membership or cancellation of any membership will not result in any refund or credit of fees already paid. Membership fees are charged up-front and no refunds or credits will be given upon cancellation or downgrades. The cancellation of a membership will go into effect at the end of your current billing cycle.

15.  WARRANTIES

A.While iJobid.com makes reasonable efforts to provide its services without errors or inaccuracies on our website, we make no representations as to the accuracy, completeness, error free nature of services/material on the website, or timeliness of those materials/services, and you should not rely upon it.

B. The services provided by iJobid.com are "AS IS," "WHERE IS."  iJobid.com DOES NOT MAKE ANY EXPRESS OR IMPLIED WARRANTY OF ANY KIND, INCLUDING, WITHOUT LIMITATION, ANY EXPRESS OR IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE FOR THE SERVICES TO BE PROVIDED BY iJobid.com UNDER THIS AGREEMENT.

C.IN ADDITION, iJobid.com MAKES NO REPRESENTATIONS OR WARRANTIES OF ANY KIND AS TO THE RELIABILITY, IDENTITY, OR QUALITY OF ANY USER OR THIRD PARTY YOU MAY ENCOUNTER ON OUR WEBSITE, NOR DOES iJobid.com MAKE ANY REPRESENTATIONS OR WARRANTIES AS TO THE ACCURACY OF ANY POSTINGS MADE ON THE WEBSITE BY ANY USER. 

D.Each party represents and warrants that it has the right and/or full corporate power and authority to enter into this Agreement.

16.  LIMITATION OF LIABILITY

YOU AGREE TO USE THIS WEBSITE, ANY OR ALL OF OUR SERVICES PROVIDED ON IT, OR LINKS FROM OUR WEBSITE AT YOUR OWN RISK.  iJobid.com is not responsible or liable for any LOSS WHATSOEVER that you may incur by using our services or any material from our website.

UNDER NO CIRCUMSTANCES, SHALL iJobid.com OR ANYONE ELSE INVOLVED IN ADMINISTERING, DISTRIBUTING OR PROVIDING iJobid.com SERVICES, BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES, INCLUDING, WITHOUT LIMITATION, LOSS OF REVENUES OR LOST PROFITS OR DAMAGES THAT RESULT FROM THE USE OF OR INABILITY TO USE iJobid.com SERVICES, MISTAKES, OMISSIONS, INTERRUPTIONS, DELETION OF FILES OR E-MAIL ERRORS, DEFECTS, VIRUSES, DELAYS IN OPERATION OR TRANSMISSION, FAILURE OF PERFORMANCE, THEFT, DESTRUCTION OR UNAUTHORIZED ACCESS TO iJobid.com RECORDS, PROGRAMS OR SERVICES, OR LOSSES OR DAMAGES INCURRED BY YOU FROM VISITING THIRD PARTY WEBSITES THAT YOU ACCESS THROUGH OUR WEBSITE, EVEN IF iJobid.com HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSSES. 

IN NO EVENT SHALL iJobid.com' LIABILITY TO YOU EXCEED THE AGGREGATE AMOUNTS PAID BY YOU TO iJobid.com FOR ITS SERVICES DURING THE PREVIOUS SIX MONTHS.  

17.  INFORMATION POSTED ON THE iJobid.com WEBSITE

A.You are solely responsible for information that you post on the iJobid.com website, including but not limited to any posting or listing in any public message area or through email.  You grant iJobid.com a non-exclusive, full, royalty free, irrevocable right to exercise all copyright and publicity rights with respect to information you post on the iJobid.com website.  iJobid.com does not endorse any information posted by users and we are not liable for any information posted by users on our website, including but not limited to any information posted about you. iJobid.com reserves the right to take any action with respect to information posted on our website which we believe is appropriate in our sole discretion with respect to such information, including but not limited to termination of this Agreement. However, iJobid.com cannot, and we do not, control the information provided by you or other users or other content providers that is made available through our website and services.  Other users' information may be offensive, harmful, inaccurate, or in some cases may be mislabeled or deceptively labeled. In addition, Information on the iJobid.com website is provided "AS IS" "WHERE IS," and may contain errors.

B. The iJobid.com website provides links to other websites as part of the services and content on this website. The links include those submitted by the users of this website. These links will allow you to leave this website. Any non-iJobid.com website is independent from iJobid.com and iJobid.com has no control over the content of any such sites. iJobid.com is NOT RESPONSIBLE OR LIABLE for any content on or any changes to these external websites. iJobid.com makes no representations whatsoever about any other website that you may access through the iJobid.com website.

C.You understand and agree that by providing a link to a non iJobid.com (any website outside the iJobid.com.domain) website, iJobid.com DOES NOT ENDORSE OR ACCEPT ANY RESPONSIBILITY for the content, or the use of such sites. You also understand that it is solely your responsibility to make sure that any non-iJobid.com website you may access through the iJobid.com website or services is free from any content of destructive nature including but not limited to robots, viruses, trojan horses, time bombs, trapdoors and worms.  iJobid.com is not responsible or liable for any material or transmission that you may receive (both electronic and non-electronic) from any of these other websites. iJobid.com WILL IN NO EVENT BE LIABLE TO ANY PARTY FOR ANY DIRECT, INDIRECT, SPECIAL OR OTHER CONSEQUENTIAL DAMAGES FOR USE OF ANY HYPER LINKED WEBSITE, INCLUDING WITHOUT LIMITATION, LOSS OF ANY DATA OR OTHER PROGRAMS, ANY LOST PROFITS, ANY LOST BUSINESS OR LOSS OF ANY OTHER NATURE WHATESOEVER, EVEN IF WE ARE EXPRESSLY ADVISED OF THE POSSIBILITY OF SUCH LOSS OR DAMAGES.

18.  ENTIRE AGREEMENT

The parties acknowledge that this agreement, and any modifications to this agreement, constitute the complete agreement regarding this subject and supersedes any prior oral or written communications relating to this subject.

Your privacy is very important to us.  Please read this Privacy Policy to learn about the ways in which we use and protect your personal information.  iJobid.com does not sell or rent your personal information to third parties for their marketing purposes without your explicit consent.   In the unlikely event that we choose to do so in the future with trustworthy third parties, you will be notified by email, 30 days in advance, and given the opportunity to tell us not to share your personal information with those third parties. 

In addition, as we continue to develop our business, we might buy or sell assets.  In such transactions, user and customer information is generally one of the transferred business assets.  Also, in the event that iJobid.com or substantially all of its assets are acquired, user information will of course be one of the transferred assets. 

All registered users of the iJobid.com website clicking the "I AGREE" checkbox on the User Registration form agree to the iJobid.com Privacy Policy and Terms of Service.

1.     INFORMATION COLLECTION AND USE
The iJobid.com website is a Web-based marketplace that directly connects buyers with service providers (collectively "registered users"). iJobid.com is the sole owner of the information collected on this website. iJobid.com will provide the personal identifying information of registered users to other registered users, with the identified registered user's consent, in connection with facilitating a possible working relationship between registered users.

Service providers on the iJobid.com website agree that some profile information is made accessible to buyers who conduct searches of the iJobid.com database. This information includes, but is not limited to, compensation, work availability, region, and self-evaluation.

2.     SECURITY & DATA PROTECTION
iJobid.com takes every precaution to protect your personal information. When you submit or view sensitive information via our website, your information is protected, both online and offline. All financial transactions and otherwise sensitive information is protected using the state-of-the-art encryption of 128 bit Secure Socket Layer (SSL) technology. In addition, any sensitive information that is stored in our database is heavily encrypted and is secured in a highly supervised environment.

3.     SERVER LOGS
iJobid.com may log IP addresses for system administration purposes. This information is used to diagnose server problems, monitor traffic patterns, analyze trends, administer the website, track member user patterns, and identify the most popular areas of the website to deliver content most relevant to registered members.

4.     EXTERNAL LINKS
The iJobid.com website contains links to other websites and is not responsible for the privacy practices of such websites. iJobid.com encourages its members to read the privacy policies of all websites. This privacy statement applies solely to information collected by iJobid.com.

iJobid ESCROW AGREEMENT

This Escrow Agreement is made and entered into this day by The Seller and IJobid (the “Escrow Agent”).
NOW THEREFORE, in consideration of the mutual promises contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the undersigned parties hereto agree as follows:

SECTION 1. Appointment of Escrow Agent.
iJobid hereby appoints to serve as Escrow Agent under this Escrow
Agreement on the terms and conditions set forth herein and agrees to perform its duties and obligations.

SECTION 2. Definitions.
(a) “Account” means an escrow account consisting of segregated sub-accounts for each
Buyer maintained by the Escrow Agent in a Trust Account at TD Canada Trust in which the funds required to be placed in Escrow are deposited in compliance with this Escrow Agreement.
(b)“Trust Account” means an interest bearing account at TD Canada Trust
(c) “Buyer” means the holder of the Auction
(d) “Seller” means the bidder on the Auction
(e) “Auction” means the Project or Goods being bid on

SECTION 3. The Escrow Fund and Release of Funds There-from.
(a) From time to time the Buyer shall tender to the Escrow Agent for deposit in the
Account the funds, which the Buyer is required to place into an Escrow Fund.
(b) All funds received by the Escrow Agent pursuant to the terms of this Escrow
Agreement shall be held, invested and disbursed in accordance with the terms and conditions of this Escrow Agreement.
(c) Upon receipt of notification of both Buyer and Seller in the form of an Email from the email accounts registered on IJobid, listing the project number and amount to be disbursed, the Escrow Agent will pay to the Buyer, the agreed upon amount by directly to Buyer’s bank account maintained in their profile on IJobid before 5:00pm, next business day. When the project is completed, both Buyer and Seller will notify IJobid in the same manner and the Escrow Agent will disburse any remaining funds accordingly. 
(d) Upon disbursement of the remaining funds to the Buyer, the Escrow Agent will pay to the Buyer, Interest earned at TD Canada Trust to the date of disbursement.  A tax receipt for Interest Earned will be issued to the Seller directly from TD Canada Trust and it is the responsibility of the Seller to claim any interest earned with Canada Revenue Agency.
(e) The Escrow Agent will not accept and deposit into the Trust Account, any monies not associated with an Auction listed on IJobid. 
(f)Within the Account established under this Escrow Agreement, the Escrow
Agent shall maintain a separate sub-account ledger for each Buyer sufficient to enable
tracking of the principal amounts allocated to each Buyer under this Escrow
Agreement. The statement will list all dates, Auction #, amount of deposits, withdrawals, or interest on each applicable Auction.

(g) Upon written notice from the Buyer, the Escrow Agent shall establish
additional sub-accounts for additional Auctions which shall be subject to the terms and
conditions of this Agreement.
(e) The Buyer shall receive the interest or other appreciation on the funds deposited
pursuant to Section d as earned. Fees due to the Escrow Agent for each Auction are due and payable prior to the commencement of any disbursements.  If payment hasn’t been made prior to the final disbursement, the Escrow Agent reserves the right to deduct from the principal amount held in the Trust Account.
(f) Upon disbursement of the complete principal amount of the Auction and disbursement to the Escrow Agent for fees owed, the Auction is deemed to be completed.
(i) To pay a judgment or settlement on any Claim brought against the
Seller by the Buyer or other parties, promptly after receiving a written request for release of funds under this subsection and prior to any such release, the Escrow Agent shall provide written notice to the Seller, and all applicable Party’s. The notice shall specify in reasonable detail the amount of the funds to be released, the payee and the
basis for the requested release (which shall be provided to the Escrow Agent by the person requesting payment). The Seller shall provide a written response to the Escrow Agent with copies to each other, within fifteen (15) calendar days from the date of receipt of this notice. Should the Seller timely object in writing to a requested release of
funds under this subsection, the Escrow Agent shall not authorize the requested release of funds until such objection has been finally resolved. If no objection is received, the Escrow Agent shall pay the Released Claim after the expiration of the fifteen (15) calendar day period. Funds shall be released from escrow from the sub-account to the Buyer only to the extent and at the time necessary to make payments required.
(j) Notwithstanding anything to the contrary contained herein, the Escrow Agent shall
not be authorized to make distributions for any particular Released Claims in excess of the principal amount held hereunder for the benefit of the Buyer the claim.
(k)The Escrow Agent is prohibited from: (i) exercising set-off, recoupment, or any other
claim or right against any of the principal funds escrowed pursuant to this Escrow Agreement; or (ii) allowing the Seller or Buyers to access, the Account or sub-account of another Auction or to remove or transfer funds to the Account or sub-account of another Auction.

SECTION 4. Failure of Escrow Agent to Receive Instructions.
Except as to responses or objections to notice of a request for payment on any Released
Claim, in the event that the Escrow Agent fails to receive any written instructions contemplated by this Escrow Agreement, the Escrow Agent shall refrain from taking any action required to be taken under any section of this Escrow Agreement pursuant to written instructions until such written instructions are received by the Escrow Agent.
In so refraining, the Escrow Agent shall be fully protected from any liability arising out of its inaction.

SECTION 5. Investment of Funds by the Escrow Agent.
The Escrow Agent shall invest all amounts credited to the Accounts in an interest bearing Trust Account as outlined in Section 3(c) above.

SECTION 6. Duties and Liabilities of Escrow Agent.
The Escrow Agent shall have no duty or obligation hereunder other than to take such
specific actions as are required of it from time to time by the provisions of this Escrow
Agreement and it shall incur no liability hereunder or in connection herewith for anything
whatsoever other than any liability resulting from its own gross negligence or willful misconduct or unlawful acts or omissions. The only duties and responsibilities of the Escrow Agent shall be the duties and obligations specifically set forth in this Escrow Agreement. The Escrow Agent has no duty to perform any calculations with respect to the proper amount to be deposited by the Company in any given year or to insure that the Company deposits the proper amount in any given year.

SECTION 7. Indemnification of Escrow Agent.
The Seller shall indemnify, hold harmless and defend the Escrow Agent from and
against any and all losses, claims, liabilities, and reasonable expenses, including the reasonable fees of its counsel, specifically including in-house counsel fees, which it may suffer or incur in connection with the performance of its duties and obligations under this Escrow Agreement and including any action taken, except for those losses, claims, liabilities and expenses resulting solely and directly from its own gross negligence, willful misconduct, or unlawful act or omission. The Escrow Agent may seek the advice of counsel at any time and such reasonable attorney fees shall be in addition to the administrative fees charged by the Escrow Agent for serving as Escrow Agent and the Escrow Agent may charge such costs against the interest which accrues on the Escrow Funds if not otherwise paid by the Seller, but the principal in any or all of the Seller’s accounts and sub-accounts shall not be charged, used as an offset or otherwise encumbered by the Escrow Agent or the Seller.

SECTION 8. Resignation or Removal of Escrow Agent.
The Escrow Agent may resign at any time by giving the Seller and the Buyer ninety (90) days’ prior written notice of such intention. The Buyer may remove the Escrow Agent, as such, by giving the Escrow Agent thirty (30) days’ prior written notice of such removal. Upon the effective date of its resignation or removal, the Escrow Agent will deliver the Escrow Funds held hereunder plus accrued interest to the Buyer.

SECTION 9. Escrow Agent Fees and Expenses.
The Buyer shall pay the Escrow Agent its reasonable fees and expenses, including all
reasonable expenses, charges, counsel fees, and other disbursements incurred by it or by its attorneys, agents and employees in the performance of its duties and obligations under this Escrow Agreement. Fees, costs and expenses may be deducted from funds held.

SECTION 10. Notices.
All notices required by this Escrow Agreement shall be in writing and shall be deemed to
have been received (a) immediately if sent by facsimile transmission or email (with a confirming copy sent the same Business Day by registered or certified mail), or by hand delivery (with signed return receipt), or (b) the next Business Day if sent by nationally recognized overnight courier, in any case to the respective addresses listed within their IJobid profile. If the Buyer, Seller or the Escrow Agent changes its address for notices required by the Escrow Agreement, that entity shall immediately change their respective addresses within IJobid. Written notice required by this Escrow Agreement shall be
deemed sufficient and adequate if sent to the last known address of the Buyer, Seller  or Escrow Agent.

SECTION 10. Severability.
If any provision of this Escrow Agreement shall under any circumstances be deemed
invalid or inoperative, this Escrow Agreement shall be construed with the invalid or inoperative provisions deleted and the rights and obligations of the parties shall be construed and enforced accordingly.

SECTION 11. Conditions to Effectiveness.
This Escrow Agreement shall become effective when electronically accepted by the Buyer and Escrow Agent.

SECTION 12. Resolution of Disputes.
In the event of any disagreement resulting in adverse claims or demands being made in
connection with the subject matter of this Escrow Agreement, the Escrow Agent may, at its option, refuse to comply with any claims or demands on it, or refuse to take any other action hereunder, so long as such disagreement continues, and in any such event, the Escrow Agent shall not be or become liable in any way or to any person or entity for its failure or refusal to act, and the Escrow Agent shall be entitled to continue to so refrain from acting until (i) the rights of all parties have been fully and finally adjudicated by a court of competent jurisdiction, or (ii) all differences shall have been adjudged and all doubt resolved by agreement among all of the interested persons, and the Escrow Agent shall have been notified thereof in writing signed by all such persons. In addition to the foregoing remedies, the Escrow Agent is hereby authorized in the event of any such disagreement, to petition any court of competent jurisdiction located in the applicable Province, for instructions or to interplead the funds or assets so held into such Court. The undersigned parties agree to the jurisdiction of either of said Courts over their persons, waive personal service of process, and agree that service of process by certified or registered mail, return receipt requested, to the address set forth in Section 10 shall constitute adequate service. The Buyer agrees that upon final adjudication on such petition or interpleader action, the Escrow Agent, its servants, agents, directors, employees or officers will be relieved of further liability.