EUPHRATES USER AGREEMENT

Euphrates Inc. (“Euphrates”, “we”, “our”, “Company”) provides interfaces and software programs (the “Service”) to enable users of the Service (“Users”) to connect with one another in order to buy and sell contracts, and to provision intermediary services (“Intermediary Service”) through third parties, (“Third Parties.”) Please read this User Agreement (the “Agreement”) entirely if you wish to become a User of the Euphrates service.

This Agreement is a binding contract between you and Euphrates. By using the Service, you guarantee that you have (1) read, understand, and agree to be bound by this Agreement, and (2) you have the authority to enter into this Agreement personally or on behalf of the entity you represent. For the purposes of this Agreement, “You” and “users” means you personally or the entity you represent. This Agreement includes the Euphrates Terms of Use policy and Privacy Policy. Read the Euphrates Terms of Use policy and Privacy Policy.

You agree that certain Intermediary Services come with their own Terms of Service, (e.g. observance of local law), and that a breach of Intermediary Service conditions, or improper legal conduct also constitutes a breach of this Agreement.

Euphrates reserves the right to modify this Agreement at any time, effective upon making those modifications available on the Service or by notifying You, or placing notice on our website. Continued use of the Service after such modifications are made to this Agreement shall constitute acceptance of those modifications. Euphrates does not assume obligation to notify Users of modifications to this agreement beyond the posting of such modifications to its website.

Agreement
You must be eighteen (18) years of age or older to use the Service. You must be legally entitled to offer services in exchange for financial compensation under the laws of your location to use the Service.

2. Service Provision
Using Euphrates, Users may either submit requests for service, or offer to fulfill demand for service. Requested services may be of any variety that does not violate the laws of the United States or International law, the laws governing the location of the associated Users, or the terms of this Agreement. We reserve the right to reject any service provision request or offer that violates this Agreement, or that we believe to be inconsistent with the integrity of Euphrates.

3. Fees and Payment
3.1 Fees
Users may charge one another service fees in connection with the services they offer over Euphrates. Euphrates collects a fee when Users pay for one another’s services. You agree that the use of Euphrates to provision another User’s service constitutes a binding agreement to pay the fees negotiated between You and that User at the time of service provision. Furthermore, You agree that Euphrates may collect its fees directly from payments to You.
Users engage Intermediary Services to provide payment processing. We receive encrypted anonymous information from the Intermediary Service that allows You to pay for services. Euphrates does not collect or transmit your credit details.

3.2 Taxes
Euphrates does not calculate or retain funds applicable to taxes or similar governmental assessments of any nature. You are responsible for paying all taxes or relevant assessments associated with your use of the Service.

4. IP Ownership
You acknowledge and agree that all intellectual property rights associated with the Service, Euphrates applications, and any data, metadata, or other information gathered and generated through the use of the Service (the “IP”) are owned by Euphrates. You agree that these Terms of Service imply no right, title, or interest in the trademarks of Euphrates or its licensors or suppliers. You agree that these Terms of Service do not give You the right to incorporate into marketing or other materials the name, logos, trademarks, or copyrights of Euphrates or its licensors or suppliers. You agree not to reproduce, modify, publish, transmit, distribute, publicly perform; or display, sell, or create derivative works based on; or rent, loan, or sell access to; the IP.

5. Disclaimer
The Service is offered “as-is.” Euphrates makes no warranty that services provisioned through the Service will meet a User’s requirements. Euphrates makes no warranty that the Service will be available on an uninterrupted, or error-free basis. Euphrates does not guarantee a match between Users generating and Users receiving service provision requests. You agree that Euphrates has no liability for the action, or inaction, of any User. You agree that there is no employment, joint venture, or agency relationship between Euphrates and You. The use of Euphrates is entirely at the user’s risk.

6. Limited Liability
You agree that in no event will Euphrates be liable to You or any User or any Third Party for any lost profits or any indirect, incidental, special, or punitive damages arising from Your or any User’s use of the Service. Notwithstanding anything to the contrary stated herein, You agree that Euphrates’ liability to You for any damages arising from use of the Service or services provisioned through Euphrates (for any cause) will at all times be limited to the fees You have paid to Euphrates over the twelve (12) months prior to the occurence of the first claim to give rise to liability under this Agreement.

7. Relationships Between Parties
7.1 Non-Participation
Euphrates provides an interface to connect Users, through which they may buy and sell services. Should Users agree on terms of service and payment, a contract is formed directly between them. You agree that the contracts You engage with other Users belong to You or those Users, and that the use of the Service does not constitute involvement or liability on behalf of Euphrates. Furthermore, You agree that no joint venture, partnership, employment, or agency agreement is implied between You and other Users as a result of this Agreement or use of the Service. (Though we invite You to create such ventures and partnerships with other Users deliberately.)

7.2 Non-Employment
You assume all liability for proper classification of employees, partners, contractors, suppliers, and other agents You engage over the Service or over the course of providing services to other Users, based on applicable law. This Agreement does not create a partnership or agency relationship between You and Euphrates. Neither Euphrates nor You has the authority to enter into contracts on behalf of the other. You agree that Euphrates does not and will not, in any way, supervise, direct, or control Your work or the services you perform for other Users in any manner. You acknowledge that Euphrates will not set your work hours or location of work for you. You agree that Euphrates is not involved in determining the type or manner of compensation You may be paid in exchange for your services. Euphrates will not provide training, equipment, or materials needed to fulfill a User’s service requests. Euphrates will not deduct any amount for governmental withholding, unemployment, Social Security, or any other taxes as it would be in the case of an employee. You agree that You are responsible for all tax returns and payments required to be filed with or made to your government, in relation to your use of the Service.

8. Termination
Cancellation of this Agreement shall not relieve any party of their obligations relative to any service engagements entered into but not completed at the time of cancellation.

9. Severability
You agree that any finding by a court of law that a provision within this Agreement is inapplicable or unenforceable shall modify only that provision to the extent that it becomes enforceable, and that the rest of the Agreement shall remain unmodified and fully enforced.

10. No Assignment
You agree that your rights and obligations under this Agreement may not be assigned or transferred, in whole or in part. Any attempted transfer of rights or obligations under this Agreement will be null and void. You agree that Euphrates may assign this Agreement or any of the rights under this Agreement to any other party at its discretion.

11. Waiver
You agree that all waivers of rights and obligations expressed or implied by this Agreement must be in writing and signed by a legal signatory of Euphrates. Any waiver or failure to enforce any provision of this Agreement will be temporary, may be rescinded at any time, is applicable only to the minimum extent required to exercise the intent of such waiver, and shall not be construed as a waiver of any provision except those expressly waived.

12. Entire Agreement
This Agreement (and the Privacy Policy and the Terms of Use) is the final, complete, and exclusive Agreement between Users (including You) and Euphrates. This Agreement supersedes and merges all prior contracts or understandings between You and Euphrates. Should any conflict or inconsistency arise between the provisions of this Agreement and any engagement, contract, or communication between You and another User, the terms of this Agreement shall prevail.