PLEASE READ THESE “TERMS OF SERVICE” (“TERMS”) CAREFULLY BEFORE CREATING AN ACCOUNT, POSTING A PROJECT, OR RESPONDING TO A POSTED PROJECT. THESE TERMS INCORPORATE, BY REFERENCE, THE SCILANCER TERMS OF USE, AND THE SCILANCER PRIVACY POLICY. YOUR USE OF THIS SITE CONSTITUTES YOUR AGREEMENT TO ABIDE BY EACH OF THE FOLLOWING TERMS AND AN INDICATION OF YOUR UNDERSTANDING OF THEM. IF YOU DO NOT AGREE TO THESE TERMS, USE OF THIS SITE IS PROHIBITED.

Terms of Service
Last Updated on August 4^th, 2017

This Site (defined below) is offered by Scilancer as an online marketplace platform that enables Buyers (defined below) of professional services to post projects and enter into transactions with providers of professional services (Sellers, as defined below) with respect to certain projects as posted by Buyers (each a “Project”), and to handle invoicing and payment related thereto (collectively, the “Services”).

1. Definitions

The Definitions below explain some of the terminology used in these Terms is listed below.

• "Scilancer" refers to Scilancer, LLC and to each of its subsidiaries and affiliates.
• The words "You" and "Your" refer to Users, including corporations or other business entities, and their agents, and to individuals using this Site for personal business, respectively and as applicable.
• "We," "Our" and other first person pronouns refer to Scilancer.
• "Site" means silencer.com, and its associated websites, applications, API, software, plug-ins, links, and other related elements, but does not include third-party web sites not maintained or sponsored by Scilancer.
• "Buyers" create profiles, post projects, search for Sellers, communicate with Sellers, negotiate with Sellers, award projects to Sellers, manage projects, leave feedback for Sellers, and pay Sellers.
• "Sellers" create profiles, advertise capabilities, submit quotes, negotiate with Buyers, obtain project awards, invoice, obtain feedback from Buyers, and receive payment from Buyers.
• "User" and "Registered User" refers to a Buyer or Seller who has registered an account via the Site. We provide Users with certain services described in, and subject to, these Terms. We may add, delete or modify some or all of such Services at any time at our sole discretion with reasonable notice posted on the Site.

2. Registration

1. Eligibility. To access our Services through our Site, you must be a legal entity in good standing or an individual of eighteen (18) years of age or older who can form legally binding contracts. To become a Registered User, you must accept all of the terms and conditions in, incorporated by reference in, and linked to, these Terms. By becoming a Registered User, you agree to: (1) abide by the Terms of Service and the processes, procedures, and guidelines described throughout the Site; (2) be financially responsible for your use of the Site and the purchase or delivery of Project services; and (3) perform your obligations as specified by any Project agreement that you accept, unless such obligations are prohibited by law or by the Terms. Scilancer reserves the right, in its sole discretion, to refuse, suspend, or terminate these Terms and/or the Services to anyone.
2. Registration. To become a Registered User and to access Services you must register for a user account (“Account”). You agree to provide true, accurate and complete information as prompted by the registration form and all forms you access on the Site, and to update this information to maintain its truthfulness, accuracy and completeness.
3. Accounts and Profiles. Once you have registered with the Site as a Registered User, the Site will create your Account with Scilancer and associate it with an account number.
4. Username and Password. During registration, you will be asked to choose a username (“User Name”) and password (“Password”) for the Account. As a Registered User, you agree and you are entirely responsible to safeguard and maintain the confidentiality of the username and password you use to access this Site. You authorize Scilancer to assume that any person using the Site with your username and password is you or is authorized to act for you. You agree to notify us immediately if you suspect any unauthorized use of the Account.

   With respect to your User Name and Password used to access this Site, then:

   • You agree to use the Site solely for legitimate purposes.
   • When registering for a User Name, you agree that you will use only accurate and truthful information about yourself and you will not imitate any other person or assume a false identity.
   • You agree not to share your User Name or Password with any other person.
   • You agree to immediately notify us of any unauthorized use of your Password, User Name or the Site, or any other breach of security.
   • You agree to assume and bear full responsibility for all risks arising out of the use of the Site by you and any other person using your User Name or Password.

3. Relationship between Users and Scilancer

1. General. Scilancer is not a party to the dealing, contracting and fulfillment of any Project between a Buyer and a Seller. Scilancer has no control over and does not guarantee the quality, safety or legality of any services performed or deliverables created, advertised, the truth or accuracy of project listings, the qualifications, background, or abilities of Registered Users, the ability of Sellers to perform services, the ability of Buyers to pay for services, or that a Buyer or Seller can or will actually complete a Project. Scilancer is not responsible for and will not control the manner in which a Seller operates and is not involved in the hiring, firing, discipline or working conditions of the Seller. All rights and obligations for the purchase and sale of services or other deliverables are solely between a Buyer and a Seller. Scilancer will not provide any Seller with any materials or tools to complete any Project. Buyers and Sellers must look solely to the other for enforcement and performance of all the rights and obligations arising from Project Agreements (defined below) and any other terms, conditions, representations, or warranties associated with such dealings.
2. Third-Party Beneficiary of Project Agreement. Buyer and Seller each acknowledges and agrees that the value, reputation, and goodwill of the Site depend on their performance of their covenants and agreements as set forth in their agreement concerning a Project (each a "Project Agreement"). Buyer and Seller therefore appoint Scilancer as a third-party beneficiary of their Project Agreement solely for purposes of enforcing the obligations owed to, and the benefits conferred on, Scilancer by these Terms of Service. Buyers and Sellers further agree that Scilancer has the right to take such actions with respect to the Project Agreement or their Accounts, including without limitation, suspension, termination, or any other legal actions, as Scilancer in its sole discretion deems necessary to protect the value, reputation, and goodwill of the Site.
3. Agency. These Terms and any registration for or subsequent use of this Site by any Registered User will not be construed as creating or implying any relationship of agency, franchise, partnership or joint venture between you and Scilancer, except and solely to the extent expressly agreed in writing by Scilancer.

4. Billing and Payment Services

1. General. The Scilancer Site issues invoices on behalf of Sellers based on a signed contract (the "Contract") and enables Buyers to make payments for services. A Seller and Buyer must sign Contract for each and every Project. The Seller must provide Scilancer with a list of items, including, but not limited to, payments required and description of Project(s), to be included on the Contract ("Contract Details"). Such Contract Details will not be final until and unless such Seller and Buyer has confirmed the accuracy of the Contract Details by electronic signature or waived the right to review the Contract Details. If a Seller, or Buyer waives his, her or its right to review the Contract Details, all items in the Contract Details will be included on the invoice (the "Invoice") as received by Scilancer. When a Seller completes a Project for a Buyer, or some other Contract obligation is met, the Seller will request Payment for Invoice via the Site. Scilancer will submit the Invoice to the Buyer and the Buyer shall submit the payment specified in the Invoice to Scilancer.
2. Payment. Payments will be handled via a third-party provider (the "Processor"). When a Buyer makes a payment through the Processor service, the Processor will deduct and pay to Scilancer the appropriate Service Fee due Scilancer as described on the Site (the "Service Fee"), and will deliver the remainder of the Payment to the Seller. Changes in the Service Fee will be posted on the Site and/or notice will be sent to Users via email. It is each User’s sole responsibility to provide accurate payment information (account numbers, etc.) to facilitate Payments, and to keep such information current. Scilancer does not store financial information, but the Site will transmit any such information to the Processor to facilitate Payment. Scilancer is not responsible for such information once it is transmitted to Processor. Processor will charge a processing fee ("Processing Fee") for payouts to international bank accounts that will be deducted from the net amount of Payment paid to Seller.
3. Autopay. By subscribing for autopay, you authorize Scilancer and its Processor to charge your credit card or bank account (as appropriate) for any Invoice Payments as they come due.
4. Invoice Disputes. If a Buyer reasonably disputes any Invoice, the Buyer will pay all undisputed amounts within the time frames specified above and the parties will cooperate to verify any disputed amounts. Any Invoice amounts reasonably disputed by a Buyer will not be payable to a Seller until such dispute is resolved. Processor’s obligation to pay any Payment (less applicable Service Fee) is expressly conditioned upon: (a) Scilancer's receipt of Payment from the applicable Buyer and (b) resolution of all outstanding disputes with respect to such Invoice and/or Payment.
5. No Refunds of Service Fee. The Service Fees paid to Scilancer and the Processing Fees paid to Processor are not refundable under any circumstances – even if Seller agrees to refund some or all of a Project fee to Buyer.
6. Legal Relationship. Scilancer is not directly involved in the Payment process, and is not your agent with respect to any funds that have been transferred. Each Seller must properly discharge and credit Buyers for all payments that Processor makes to such Seller in respect of services provided to such Buyers. Processor acts as a payment provider by creating, hosting, maintaining, and providing the Payment as described herein. Neither Scilancer nor Processor have any control over the services invoiced or paid for with the Payment.  Additionally, Scilancer does not control whether Buyer or Seller will actually complete the underlying transaction. Scilancer is not responsible in any way for the timeliness or accuracy of the Invoices or the timeliness, accuracy, completion or workmanship of any work product produced by a Seller as a result of an awarded Project. Nothing in these Terms will be deemed to constitute Scilancer as your agent with respect to any service purchased and sold by Registered Users through the Site, or expand or modify any warranty, liability or indemnity stated in these Terms. You expressly acknowledge that (a) Scilancer is not acting as a trustee or a fiduciary of Buyers or Sellers and that the Services are provided to Registered Users administratively; (b) Scilancer is not a "financial institution" as defined under the Bank Secrecy Act and the Processor's services are payment services rather than a banking services; (c) SCILANCER IS NOT A BANK AND ANY PAYMENTS TRANSFERRED VIA THE PROCESSOR ARE NOT INSURED DEPOSITS AND ARE SUBJECT TO DEFAULT, LOSS OR FORFEITURE. You further expressly acknowledge that the Processor is a separate entity from Scilancer, and that Scilancer has no control over any acts or omissions of such Processor. Transactions involving the Processor will be governed exclusively by their terms of service and privacy policy. Be sure to read all such terms and policies of the Processor.
7. Authorized Payments are Final. You agree to pay for all Invoice amounts and authorize Processor to charge to your credit card, bank account, or similar account for the Payments. Such Payments, once authorized, are final. When a Buyer’s acceptance of Seller’s services has occurred: (i) Scilancer shall have no further liability to any party with respect to Payment for such services, (ii) Buyer acknowledges that Scilancer has provided a complete service in respect of the Payment made by Buyer for the Invoice, as applicable and (iii) Buyer hereby releases Scilancer from any and all liability with respect to such Payment.
8. Fraudulent Transactions; Erroneous or Duplicate Transactions; Charge Backs. Scilancer reserves the right to seek reimbursement from you, and you will reimburse Scilancer, if Scilancer discovers a fraudulent transaction, erroneous or duplicate transaction, or if Scilancer receives a charge back or reversal from any Buyer’s credit card company, bank, or other account for any reason.  You agree to and acknowledge Scilancer’s right to investigate any and all transactions for fraud.  Further, you agree to cooperate with any reasonable requests made by Scilancer in an effort to investigate fraud. You agree that Scilancer has the right to obtain such reimbursement by charging your Account, deducting amounts from future transfers, charging your credit card or any bank account associated with your Account, or obtaining reimbursement from you by any other lawful means, including using a third party collection agency. Failure to pay for reimbursements of a charge back or a reversal of payment is cause for termination of your Account.
9. Currency. All Payments will be made in US Dollars and therefore Scilancer is not responsible for currency fluctuations that occur when billing or crediting a credit or debit card denominated in a currency other than US Dollars, nor is Scilancer responsible for currency fluctuations that occur when receiving or sending payment via wire transfer, check or automated clearinghouse to and from your bank account, credit card account or other account.
10. Exclusivity and Non-Circumvention. Buyers agree to use Scilancer's Processor to make all payments to Sellers related to a Project posted on the Site. You also agree not to take any action directly or indirectly to circumvent this obligation, the Service Fee, or any associated fees. As a Seller, you agree to use Scilancer’s Payment Processor to receive all Payments from Buyers for Projects identified through the Site. Additionally, you agree not to circumvent this obligation, the Service Fee, or any associated fees.
11.  Notification. As a Buyer, you agree to notify Scilancer immediately if your Seller solicits payment from you outside the Site for a Project posted on the Site. As a Seller, you agree to notify Scilancer immediately if your Buyer seeks to pay you outside the Site for a Project posted on the Site. If you are aware of a breach of the foregoing prohibitions, or any potential circumvention of these obligations, submit a confidential report to Scilancer at: infolorem@ipsumscilancer.com.
12. Taxes. Registered Users are responsible for payment and reporting of any taxes. Scilancer is not obligated to determine the applicability of any taxes or to remit, collect or report any such applicable taxes. You agree that you will abide by any and all applicable state and federal tax statutes, regulations and common law. In the event Scilancer receives a notice of non-compliance with any such statute, regulation or common law, including, without limitation, an Internal Revenue Service levy, Scilancer will deem such receipt a breach of this section and will suspend your Account until Scilancer receives an Internal Revenue Service release. You will indemnify Scilancer for any taxes, fees, and related expenses Scilancer is forced to pay. If sales tax or VAT is required to be collected and/or paid in connection with a Project, it is the responsibility of Users to collect and pay such tax, and to include such tax in the Contract.

5. User Acknowledgments, Representations & Warranties

1. Acknowledgements. You agree and acknowledge that (1) Scilancer is not providing legal services to you, (2) Scilancer will not advise you regarding any legal matters and (3) if you desire to have legal counsel, you will seek independent legal counsel licensed to practice law in your jurisdiction and not rely on Scilancer for any such counsel.
2. Registered User Representations and Warranties. All Registered Users represent, warrant, and agree:
   1. not to grant access to an Account to anyone other than the User (if an entity, to persons authorized to act on behalf of the Registered User and only in accordance with these Terms of Service).
   2. to be fully responsible and liable for any action of any user who uses your Account.
   3. not to use your Account, username, or password of another Registered User.
   4. not to allow any third party who is not authorized to do so to use your Account at any time.
   5. not to use any device, software or routine, including but not limited to any viruses, Trojan horses, worms, time bombs, robots or denial-of-service attacks, intended to damage or interfere with the operation of the Site or any transaction being conducted through the Site.
   6. not to intercept or expropriate any system, data or personal information from the Site.
   7. not to take any action that imposes an unreasonable or disproportionately large load on the Site infrastructure, including but not limited to "spam" or other such unsolicited mass emailing techniques.
   8. that it has the right and authority to enter into the Terms and to transact business hereunder.
   9. that they are using the Site solely for the purpose of entering into a bona fide business transaction with other Registered Users.
   10. that they will not use the Site or its services to defraud or mislead any person or entity, including without limitation Scilancer or any Register User.
   11. that they will not use the Site to violate any law or regulation of the United States of America or any international law or treaty.
   12. that they are not a resident national of, or, an entity located in any country subject to economic sanctions imposed by the government of the United States of America.
   13. that they are not currently and have never been listed as a Specially Designated National by the United Stated Department of Treasury's Office of Foreign Assets Control ("OFAC").
   14. that they will not use the Site in connection with any "prohibited transaction" as defined under the Cuban Assets Control Regulations, 31 C.F.R. Part 515; Iranian Transactions Regulations, 31 C.F.R. Part 560; or Sudanese Sanction Regulations, 31 C.F.R. Part 538; Former Liberian Regime of Charles Taylor Sanctions Regulations, 31 C.F.R. Part 593; Burmese Sanctions Regulations, 31 C.F.R. Part 537; Foreign Assets Control Regulations as they relate to North Korea, 31 C.F.R. Part 500; Executive Order 1338; or any other law, regulation or executive order of the United States of America.
3. Compliance with Local Law. Scilancer operates from its Headquarters in Dallas, Texas, USA. However, this Site may be operated from the Headquarters, from any of Scilancer's servers, divisions and affiliates located around the world, or hosted on our behalf by any third party. Some aspects of the Site are not available in each and every country. When in doubt, contact Scilancer to determine precisely what is available to you. Scilancer makes no warranty or representation that materials on this Site are appropriate or available for use in all locations around the world from which it may be viewed.
   If any of these Terms would not be enforceable under the local laws of the location from which the Site is being viewed, that term shall be severable from this agreement and the remainder of this agreement shall be remain in full force and effect. The failure of Scilancer to exercise or enforce any right or provision of these Terms shall not constitute a waiver of such right or provision.  Viewing this Site from countries, if any, in which its content is unlawful is strictly prohibited and constitutes a violation of these Terms.  You are responsible for compliance with applicable local laws.
   The United States and other governments regulate the import and export of products and information. You agree that, to the extent such laws are applicable to you or the transaction you wish to effect with Scilancer, you will comply with all such import and export laws and regulations and that you will not import, export or re-export products or services purchased or sold through the Site to countries or persons prohibited under applicable import and export control laws. By registering an Account, you are representing to us that you are not in a country where such import/export is prohibited or are a person or entity to which such import/export is prohibited. You are responsible for compliance with the laws of your local jurisdiction regarding the import, export, or re-export.
4. Unacceptable Uses of the Site. You are specifically prohibited from using our Sites or Content: (a) for any unlawful purpose; (b) to solicit others to perform or participate in any unlawful acts; (c) to violate any international, federal, or state regulations, rules, laws, or local ordinances; (d) to infringe or violate our intellectual property rights or the intellectual property rights of others; (e) to harass, abuse, insult, harm, defame, slander, disparage, intimidate, or discriminate based on gender, sexual orientation, religion, ethnicity, race, age, national origin, or disability; (f) to submit false or misleading information; (g) to upload or transmit viruses or any other type of malicious code that will or may be used in any way that will affect the functionality or operation of our Sites, other websites, or the Internet; (h) to collect or track the personal information of others; (i) to spam, phish (email fraud), pharm (web traffic redirection fraud), pretext, spider, crawl, or scrape; (j) for any obscene or immoral purpose; or (k) to interfere with or circumvent the security features of our Sites, other websites, or the Internet. We reserve the right to terminate your use of our Sites for violating any of the prohibited uses.

6. Information and Intellectual Property

1. Trademarks. The trademarks, trade names, trade dress service marks and logos (the "Trademarks") used and displayed on this Site are registered and unregistered Trademarks of Scilancer and others. Unless otherwise stated on the Site, nothing on this Site should be construed as granting, by implication, estoppel, or otherwise, any license or right to use any Trademark displayed on the Site, without the written permission of Scilancer or any third party that may own the respective Trademarks. Except as expressly indicated on the Site, the name of Scilancer may not be used in any way, including in advertising or publicity pertaining to distribution of materials on this Site, without prior written permission from Scilancer.
2. Your Use of Copyrighted Material on this Site. The text, Trademarks, logos, images, graphics, photos, video files, application functionality, or any other digital media, and their arrangement on this site ("Content") are all subject to patent, trademark, copyright and other intellectual property protection. The copyright in the arrangement of and or components of all material provided on this Site by Scilancer, including, without limitation, all Site Content is held by Scilancer or by the original creator of the material. Scilancer grants you a limited, non-exclusive and non-transferable license to use and display the materials on this Site only for the bona fide non-commercial purposes associated with your interaction with the Site. The license includes the right to print such materials but only for the stated non-commercial uses. Unless otherwise stated, you have no right to copy, display, reproduce, download, distribute, modify, edit, create derivative works, reverse engineer, decompile any code, script, or software forming the Site, alter or enhance the materials in any manner, including, but not limited to, electronic, mechanical, photocopying, recording, or otherwise, without the prior written consent of Scilancer or the copyright owner. This license terminates automatically and without notice if you violate any of these Terms. Upon termination, you must destroy any downloaded or printed materials obtained from this Site. Scilancer reserves all other rights not expressly granted by this License.
3. Confidential or Proprietary Information. Scilancer strives to provide the public with broad access to information about its products and services. In doing so, it is not Scilancer's intention to waive any intellectual property rights, including, without limitation, trade secrets, Scilancer may have in information on this Site under applicable laws. Scilancer has policies and procedures in place that are designed to prevent the disclosure on this website of information that Scilancer considers to be confidential or proprietary trade secret information. However, if at any time you obtain confidential or proprietary trade secret information from this Site that may have been inadvertently disclosed by Scilancer, you agree to act in good faith to recognize and respect the confidentiality of such information and you agree not to keep, make use of, or disclose any confidential or trade secret information you may obtain from this Site to anyone else and, after providing notice to Scilancer, you agree to immediately destroy any copies of the information, in any form, in your possession.
4. User Posts. If you post Projects or upload comments or any other content on the Site, then the following additional terms are applicable to your use and are hereby accepted by you. You understand that all information, content, text, data, messages or other materials, whether posted to the Site or privately transmitted (“Material”) are the responsibility of the person from which the Material originated. You are responsible for all Material that you post, transmit or otherwise make available on the Site or to others. You acknowledge and agree that you must evaluate and bear all risks associated with the use of any Material, including any reliance on the accuracy or completeness of Material. By posting Material to the Site, you grant to Scilancer an irrevocable, fully transferable, royalty-free license to use and any all such Material.
   Scilancer does not control this Material and therefore does not guarantee the accuracy, integrity or quality of the Material. Scilancer will not be liable in any way for any Material, including but not limited to, any errors or omissions in the Material, or for any loss or damage of any kind incurred as a result of the use of any Material posted, transmitted or otherwise made available on the Site.
   While Scilancer does not and cannot review every communication or information posted or transmitted by you or others to the Site or to others and is not responsible for the content of these messages, Scilancer reserves the right to delete, move, or edit Material that it, in its sole discretion, deems outside the scope of content that is acceptable for display on the Site, abusive, defamatory, obscene, in violation of copyright or trademark laws, inaccurate, deceitful or otherwise unacceptable.
   You agree that you will not use Material to:
   1. harass, stalk, threaten or otherwise violate the legal rights (including right of privacy and right of publicity) of others;
   2. transmit or otherwise make available any Material that you do not have a right to make available under any law or under contractual or fiduciary relationships;
   3. post Material which infringes the intellectual property rights of others (including but not limited to copyright, trade secret, trademark or other proprietary rights);
   4. upload, distribute or otherwise publish any libelous, defamatory, obscene, hateful, pornographic, abusive, illegal, threatening or otherwise objectionable material;
   5. upload or distribute any files that contain viruses, worms, corrupted files or any other similar software or programs that may damage the operation of another's computer or property of another;
   6. intentionally or unintentionally violate any applicable local, state, national or international law, including, but not limited to regulations promulgated by the U.S. Securities and Exchange Commission;
   7. transmit or otherwise make available any unsolicited or unauthorized advertising, promotional Materials or any other form of solicitation; and
   8. distribute or otherwise publish any material containing any solicitation of funds, advertising or solicitation for goods or services.
   You acknowledge and agree that Scilancer may disclose any Material, and the source or owner of any Material, if required to do so by law or legal process, to enforce the provisions of these Terms, or protect the rights of Scilancer, its users, agents and/or affiliates.
5. Material on the Site. Scilancer reserves the right at any time in our sole discretion to modify or discontinue the Site, modify or discontinue any information or other Content contained on the Site, or terminate your Password and User Name and your use of the Site, for any reason or no reason. You are responsible for all direct or indirect damages and liable for all activity conducted on this Site that can be linked or traced back to your User Name or Password.
6. Your Privacy. To the extent that this Site collects Personal Information about you, our use of that information is subject to Scilancer's Privacy Policy.

7. Third Party Links and Services

1. Linking to the Site. Anyone linking to the Site must comply with all applicable laws. A site that links to the Site:
   1. may link to, but not replicate, Content on this Site;
   2. may not create a browser or border environment around Content on this Site;
   3. may not imply that Scilancer is endorsing it or its products;
   4. may not use Scilancer's Trademarks without express written permission;
   5. may not misrepresent its relationship with Scilancer;
   6. may not present false information about Scilancer's products or services; and
   7. may not contain content that could be construed as distasteful, offensive or controversial, and must contain only content that is appropriate for all age groups
   Scilancer does not control and is not responsible for the content of any third-party (non-Scilancer) sites linked to this Site and is not responsible for any changes or updates to such third-party sites. Scilancer is providing these links to you only as a convenience, and the inclusion of any link does not imply endorsement by Scilancer of the Site.
2. Third Party Links and Services. Additional terms and conditions may be applicable to our third-party service providers whom we partner with to facilitate such transactions, including, without limitation, the Payment Processor. Such third-parties to those transactions may have those additional terms displayed on the web pages or links that enable to you to conduct such business and complete the transactions. Please review carefully the third party’s policies, practices and rules, and make sure you understand them before you engage in any transaction. Complaints, claims, concerns, or questions regarding third-party products should be directed to the third party.
3. Advertisements that May Appear on the Site. If any advertisement for a product or service provided by anyone other than Scilancer appears on this Site, Scilancer does not endorse, warrant or guarantee any such product or service and will not be a party to or in any way monitor any transaction between you and third party providers of products or services. As with the purchase of a product or service through any medium or in any environment, you should use your best judgment and exercise caution where appropriate.

8. Warranty, Limits of Liability, Indemnity and Release

1. Warranty Disclaimer. THE SERVICES PROVIDED BY SCILANCER OR OUR THIRD-PARTY SERVICE PROVIDERS ARE PROVIDED “AS IS,” AS AVAILABLE, AND WITHOUT ANY WARRANTIES OR CONDITIONS (EXPRESS OR IMPLIED, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY, ACCURACY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT, ARISING BY STATUTE OR OTHERWISE IN LAW OR FROM A COURSE OF DEALING OR USAGE OR TRADE). WE MAKE NO REPRESENTATIONS OR WARRANTIES, OF ANY KIND, EITHER EXPRESS OR IMPLIED, AS TO THE QUALITY, IDENTITY OR RELIABILITY OF ANY THIRD PARTY, OR AS TO THE ACCURACY OF THE POSTINGS MADE ON THE SITE BY ANY THIRD PARTY. SOME STATES AND JURISDICTIONS DO NOT ALLOW FOR ALL THE FOREGOING LIMITATIONS ON IMPLIED WARRANTIES, SO TO THAT EXTENT, IF ANY, SOME OR ALL OF THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU.
   SCILANCER RESERVES THE RIGHT TO ALTER OR REMOVE SITE CONTENT, OR SUSPEND OR TERMINATE YOUR USE IN ANY WAY, AT ANY TIME, FOR ANY REASON, WITHOUT PRIOR NOTIFICATION, AND SCILANCER WILL NOT BE LIABLE IN ANY WAY FOR POSSIBLE CONSEQUENCES OF THAT ACTION.
   SCILANCER DOES NOT WARRANT THAT THE SITE WILL BE AVAILABLE AT ALL TIMES, NOR THAT THERE WILL NEVER BE SERVICE INTERRUPTIONS. THE SITE MAY BE TAKEN DOWN OR OTHERWISE UNAVAILABLE AT ANY TIME, WHETHER FOR ROUTINE MAINTENANCE, OR AS THE RESULT OF TECHNICAL ISSUES, OR OTHER REASONS. SCILANCER WILL USE REASONABLE EFFORTS TO COMMUNICATE ANY SCHEDULED DOWNTIMES AND TO RESTORE SERVICE AFTER UNPLANNED SERVICE INTERRUPTION.
   PLEASE NOTE THAT THIS SITE MAY INCLUDE INFORMATION CONCERNING OUR BUSINESS AND OUR EXPECTATIONS FOR THE FUTURE. THAT INFORMATION WAS CURRENT WHEN POSTED; HOWEVER, SCILANCER DOES NOT COMMIT TO UPDATE OR REVISE THE INFORMATION BASED ON NEW INFORMATION OR OTHER DEVELOPMENTS. FURTHER, ALTHOUGH THE INFORMATION ON THIS SITE IS PRESENTED IN GOOD FAITH AND BELIEVED TO BE CORRECT, SCILANCER MAKES NO REPRESENTATIONS OR WARRANTIES AS TO THE COMPLETENESS OR ACCURACY OF THE INFORMATION OR ANY SITES LINKED TO THIS SITE.
   CERTAIN CONTENT ON THIS SITE IS THE PROPERTY OF THIRD PARTIES, USED WITH THEIR PERMISSION. THE OPINIONS EXPRESSED BY THIRD PARTIES DO NOT NECESSARILY REFLECT THOSE OF SCILANCER.
2. Limitation of Liability. YOU ACKNOWLEDGE BY YOUR USE OF THIS SITE: (1) THAT YOUR USE OF THIS SITE IS AT YOUR SOLE RISK; (2) THAT YOU ASSUME FULL RESPONSIBILITY FOR ALL COSTS ASSOCIATED WITH ALL NECESSARY SERVICING OR REPAIRS OF ANY EQUIPMENT THAT YOU USE IN CONNECTION WITH YOUR USE OF THIS SITE; AND (3) THAT SCILANCER WILL NOT BE LIABLE FOR ANY DAMAGES OF ANY KIND RELATED TO YOUR USE OF OR INABILITY TO USE THIS SITE, INCLUDING, WITHOUT LIMITATION, FAILURE OF PERFORMANCE, ERROR, OMISSION, INTERRUPTION, COMPUTER VIRUS, OR NETWORK OR INTERNET FAILURE, OR INCLUDING, WITHOUT LIMITATION, DIRECT, INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL, COMPENSATORY OR CONSEQUENTIAL DAMAGES, LOST PROFITS AND/OR LOSS OF OR DAMAGE TO DATA OR PROPETY WHETHER THE ALLEGED LIBAILITY IS BASED ON CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY OR ANY OTHER BASIS, EVEN IF SCILANCER HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IF YOUR USE OF THIS SITE RESULTS IN THE NEED FOR SERVICING, REPAIR OR CORRECTION OF EQUIPMENT OR DATA, YOU ASSUME ANY COSTS THEREOF. SOME STATES OR COUNTRIES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY TO YOU. MOREOVER, YOU AGREE THAT YOU MAY BRING AN ACTION AGAINST SCILANCER ONLY IN YOUR INDIVIDUAL CAPACITY, AND NOT AS A MEMBER OF ANY CLASS ACTION OR GROUP.
3. Your Indemnification Obligation. You agree to defend, indemnify and hold harmless Scilancer, its affiliates and their respective directors, officers, employees and agents from and against all damages, claims and expenses, including attorneys' fees, arising out of: (1) your use of this Site or misuse of any information taken from the Site; (2) your transmission of information, data, material or Content on the Site; (3) related to any Project, Invoice or Payment; or (4) any third party claims against Scilancer caused by your intentional or negligent act or omission.
4. Release. ALL USERS OF OUR SITE ACKNOWLEDGE AND AGREE THAT SCILANCER AS AN INDEMNIFIED PARTY IS RELEASED, DISCHARGED, AND HELD HARMLESS FROM ANY AND ALL LIABILITY FROM THIRD-PARTY CLAIMS MADE IN CONNECTION WITH THE SITE, INCLUDING, WITHOUT LIMITATION, WRONGFUL DEATH AND PERSONAL INJURY, MONEY DAMAGES, OUT-OF-POCKET AND COURT COSTS, ATTORNEY’S FEES, DAMAGE TO TANGIBLE PROPERTY OR REPUTATION, INCLUDING, WITHOUT LIMITATION, LIBEL, DEFAMATION, RIGHT OF PUBLICITY AND INVASION OF PRIVACY, INTELLECTUAL PROPERTY INFRINGEMENT, OR BREACH OF CONTRACT. SCILANCER RESERVES ITS RIGHT TO ALL FORMS OF EQUITABLE AND LEGAL RELIEF RELATED TO FRAUD OR ILLEGAL ACTIVITY CONNECTED TO THE USE OF OUR SITE.

9. General Terms

1. Termination. Scilancer may terminate these Terms at any time and may do so immediately without notice and, accordingly refuse or terminate your access to the Sites, if, in Scilancer's sole discretion, you fail to comply with any term or condition of the Terms.
2. Notice and Consent to Electronic Communications. You consent to receive communications from us electronically. We will communicate with you by email or by posting notices on our Site. You agree that all agreements, notices, disclosures and other communications that we provide to you electronically satisfy any legal requirement that such communications be signed in writing.
3. Entire Agreement. These Terms are binding on You when you click an "I Accept" button or check box or otherwise use the Site. By taking such actions, you represent and acknowledge to us that: (a) you are lawfully able to enter into contacts (e.g., you are not a minor), (b) if you are agreeing to these Terms for an entity, such as the company you work for, you have legal authority to bind that entity, and (c) assent to these Terms and all policies and other documents applicable to its subject matter as published by us. If you do not agree to these Terms or other policies and document, please exit and/or uninstall the Site immediately. We reserve the right, at our discretion, to change, modify, add, or remove portions of these Terms with or without notice to you. Please check these Terms and each policy periodically for changes as your continued access or use of this Site following the posting of changes signifies your acceptance of all such changes.
   The provisions and conditions of these Terms, including the other agreements incorporated herein, constitute the entire agreement between you and Scilancer related to the use of the Site and supersedes any prior agreements or understandings not incorporated in these Terms. Your use of the Site constitutes your acceptance of these Terms.
4. Contact. or any questions or notices related to these Terms, please contact Scilancer at infolorem@ipsumscilancer.com.