Effective Date: June 1st, 2009

TERMS OF USE for MyGroupEase.com

General A. By visiting or logging in as a Registered User or Provider of MyGroupEase.com, you fully accept these Terms of Use (hereinafter Terms). B. MyGroupEase.com may operate, either now or in the future, sub-domains and aliases of these domains, in order to provide additional new and exciting services. All websites on which MyGroupEase.com provides products and/or services are hereinafter referred to as the MyGroupEase.com website. C. These Terms shall govern the contract relationship between you and MyGroupEase.com, irrespective of which MyGroupEase.com website you are registered with or logged into, either now formed or created in the future. D. User and Provider understand and agree to enter into these Terms on the use of the MyGroupEase.com websites. Additional contact information, commercial registry data, as well as other information about MyGroupEase.com, can be found under About Us located elsewhere on this website. E. Services provided by MyGroupEase.com websites are intended for persons eighteen (18) years of age or older F. User and Provider may access these Terms, by clicking on the Terms of Use link that appears on the MyGroupEase.com website Home page, and by reading it on their computer monitor, printing it out, downloading it and/or saving it at any time, even after said Terms have been closed. G. These Terms explain the contractual agreement between MyGroupEase.com, ("MyGroupEase.com," "we," "us") and you ("User," Provider,"you," "your"), who agree to these Terms by continuing to use this website and services therein. These Terms are made effective as of the date accepted by MyGroupEase.com following your registration for an account. These Terms govern your use of the MyGroupEase.com website (the "website") and transactions conducted through this website, including, but not limited to, the billing and payment for services described herein. In consideration of the mutual covenants and agreements of the parties contained herein and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties, intending to be bound, hereby agree to the following Terms:

I. Acceptance of Terms A. By using the website, you acknowledge your acceptance of the Terms contained herein. By accepting these Terms and completing the registration process, you are (i) registering as a "Registered User" or Registered Provider(as defined herein); (ii) designating yourself as a "User" or Provider(as defined in Section 3); (iii) representing and warranting that you can legally enter into these Terms, and (iv) agreeing to these Terms. B. If you do not accept these Terms, you are not authorized to use this website. If you have any questions about this Agreement, please contact us at info@MyGroupEase.com. C. The term "Registered Users" or Registered Providers include all individuals or entities who have registered through the MyGroupEase.com website. II. Types of Services A. The website provides a venue for Users to post jobs and search for Providers who are eligible to complete said jobs. The website also provides Users and Providers with billing and payment services described in Section 4. These services help in reducing the paperwork and time associated with invoicing and payment, Tax Reporting and Filing Services (Form 1099) as described in Section 4 ("1099 Services"), Escrow Services described in Section 4, Dispute Resolution Services described in Section 4 as well as other services which MyGroupEase.com may offer to Users or Providers from time to time. B. Through this website, we provide information about our products, services, Users and Providers, and certain other third party information. We may add, delete or modify some or all of our services and information at any time. MyGroupEase.com and you wish to enter into an Agreement wherein you agree to pay for certain specified services more fully described herein. III. Users and Providers By agreeing to these Terms and registering with the MyGroupEase.com website, you are agreeing to become a User or Provider. Users are looking for Providers to perform services on a part time and/or independent contractor consulting basis. IV. Scope of Services A. MyGroupEase.com shall provide services to both Providers and Users. "Providers," as used in these Terms, means individual or corporate entities that possess specific skill sets and who are looking for part time and/or independent contractor consulting opportunities. B. MyGroupEase.com assists with the preparation of "Invoices" by Providers, allowing such Providers to submit said Invoices to Users. We collect the "Payment" and remit Payment (less a Service Charge) to the Provider ("Billing and Payment Services"). The Billing and Payment Services shall be provided to all Registered Users and Registered Providers, through the MyGroupEase.com website. C. MyGroupEase.com may add, delete, or modify some or all of the Services we provide at any time. We do not control the actual transactions between Providers and Users. As such, we never set or endorse (i) price, contract terms, quality, conformance or legality of the services or jobs advertised or offered; (ii) the ability of Users to offer employment or any other type of working relationship; or (iii) the ability of Providers to offer services and/or perform accordingly. We do not control whether any User will complete the payment they offer. We are not responsible for any transaction and/or contact, or the result of any such transaction and/or contact made by and between Registered Users. D. From time to time, we will provide features and services which shall be set forth in separate sections of this website and which will be subject to these Terms. With respect to these features and services provided on our website, you will be charged, and agree to pay us any fees, as set forth in separate sections of this website, detailing such features and services. E. At your request, MyGroupEase.com shall also issue to each Provider that you engage, a Form 1099 summary of payments (less Service Charges) paid to such Provider ("1099 Services"). You hereby acknowledge that even though we may provide 1099 Services to Users, your contract or agreement to obtain services and make payments is an agreement between you and a Provider. If it is determined by a court of competent jurisdiction that a contract exists between a Provider you have engaged and MyGroupEase.com, for the Provider to provide any services pursuant to a Task or Assignment, you hereby expressly agree to indemnify MyGroupEase.com for any and all liability, under a theory of contract or any related legal obligation, for any amounts owed to a Provider that you have engaged through the use of, or arising out of, our services. F. At your request, MyGroupEase.com will accept an advance payment from you for a Providers services on the condition that you have accepted such Providers bid for a job you posted (Escrow Service). We will hold such funds (Escrowed Funds) until you and the Provider agree that the funds should be released or until you and the Provider have concluded the process of the Dispute Resolution Services (as defined in Section 4. You acknowledge that, while Escrowed Funds will be kept in a separate account from our internal funds, such Escrowed Funds will exist in a pooled fund together with other funds escrowed with us by other Users. G. After you indicate your approval of Providers work product given to you in response to your job posting and such Providers bid (Deliverables), such approval to be made through this website, we will disburse the Escrowed Funds to such Provider. If you do not approve of the Deliverables, you agree to be bound by the terms of Section 4, below, relating to dispute resolution. H. If, for any reason, User or Provider requests Dispute Resolution Services through this website, we will notify both parties that the matter will be settled through the Dispute Resolution Service. I. By using MyGroupEase.com for Escrow Services, you expressly acknowledge that MyGroupEase.com is not acting in a fiduciary capacity for either User or Provider. You agree and acknowledge that the Escrow Service is being provided to Registered Users and Registered Providers in an administrative capacity only. J. MyGroupEase.com offers Dispute Resolution Services only to those Users and Providers that have elected to use the Escrow Service and who are engaged in a dispute over a Deliverable that is (i) based upon a job posting by a User through this website; (ii) based upon a bid for by Provider through this website for such job posting, and (iii) based upon an acceptance of such bid. You understand that the Dispute Resolution Services are being provided to you administratively as a benefit of using our website and Escrow Services. K. You agree and acknowledge that: (i) MyGroupEase.com is not providing legal services to User or Provider; (ii) MyGroupEase.com cannot and will not advise you regarding any legal matters, and (iii) if you desire to have legal counsel, you will seek independent legal counsel licensed to practice law in your jurisdiction and not rely on MyGroupEase.com for any such counsel. L. You agree to indemnify and hold harmless MyGroupEase.com and any of our affiliates against any damages or liability you may suffer as a result of using the Dispute Resolution Services. If you do not agree to use this Dispute Resolution Services under these Terms, you should not elect to use the Escrow Services. M. In the event of any dispute between User and Provider relating to a Deliverable, you agree to mediate such dispute in good faith before MyGroupEase.com for a period of fifteen (15) business days. Such fifteen (15) business day period shall be deemed to have begun the day that User or Provider request Dispute Resolution Services through the Web Site. If the result of such mediation is acceptable to both parties, you agree to indicate your approval of such mediation through the website and MyGroupEase.com will disburse Escrowed Funds in accordance with the results of such mediation. If you are dissatisfied with the progress, or if fifteen (15) business days have lapsed since you have notified MyGroupEase.com of a dispute between User and Provider, you agree to submit your dispute to binding arbitration as further set forth below. N. MyGroupEase.com, or any third-party to which MyGroupEase.com may refer a dispute in its sole discretion, shall serve as the arbitrator in any dispute between you and a Provider which cannot be resolved through the mediation process described above. You acknowledge and agree that MyGroupEase.com will only consider the Deliverables Agreement (as defined below) entered into between you and Provider through the website. For purposes of Dispute Resolution Services, the (Deliverables Agreement) shall include your original job posting, a Providers bid and any changes, amendments or related communications thereto that have been conducted through the website. O. MyGroupEase.com shall, in good faith, have the right to construe any Deliverables Agreement based on your and a Providers course of dealing. In rendering its decision, MyGroupEase.com shall only be obligated to consider the following: (i) the Deliverables Agreement, (ii) the parties course of dealings, as evidenced by activity on or communications through the website, (iii) the actual Deliverable itself, and (iv) any information or communication that both you and a Provider agree should be considered. P. MyGroupEase.com shall render its decision within five (5) business days of a failed mediation. During this time, you are encouraged to continue to negotiate an amicable settlement with the Provider with whom you are engaged in a dispute. You agree that the decision of MyGroupEase.com, acting as an arbitrator during our rendering of the Dispute Resolution Services, shall be final and binding on you and the Provider. Accordingly, after we have rendered a decision, we will disburse Escrowed Funds from our escrow account in accordance with our decision. Q. In the event that you are the prevailing party in its arbitration decision, you agree that you shall have no right, title to, interest in or license to the Deliverable that is the subject matter of the dispute. In such case, you agree to return any physical copies of such Deliverable in your possession and destroy any electronic copies that you have. V. General Disclaimers and Limitations of Liability A. While MyGroupEase.com uses reasonable efforts to include accurate and up-to-date information, MyGroupEase.com specifically disclaims any and all responsibility or liability for the accuracy, content, completeness, legality, reliability, or operability or availability of information or material displayed in any and all MyGroupEase.com websites. MyGroupEase.com disclaims any responsibility or liability for the deletion, failure to store, mis-delivery, or untimely delivery of any information or material. MyGroupEase.com disclaims any responsibility or liability for any harm resulting from downloading or accessing any information or material on the Internet through the MyGroupEase.com website.

B. MYGROUPEASE.COMS WEBSITE AND ALL MATERIALS, INFORMATION, PRODUCTS AND SERVICES INCLUDED IN THE MYGROUPEASE.COM WEBSITE, ARE PROVIDED "AS IS," WITH NO WARRANTIES EXPRESSED OR IMPLIED. MYGROUPEASE.COM EXPRESSLY DISCLAIMS, TO THE FULLEST EXTENT PERMITTED BY LAW, ALL EXPRESS, IMPLIED AND STATUTORY WARRANTIES, INCLUDING, WITHOUT LIMITATION, THE WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT OF PROPRIETARY RIGHTS. MYGROUPEASE.COM DISCLAIMS ANY WARRANTIES REGARDING THE SECURITY, RELIABILITY, TIMELINESS AND PERFORMANCE OF THE MYGROUPEASE.COM WEBSITE. MYGROUPEASE.COM DISCLAIMS ANY WARRANTIES FOR ANY INFORMATION OR ADVICE OBTAINED THROUGH THE MYGROUPEASE.COM WEBSITE. MYGROUPEASE.COM DISCLAIMS ANY WARRANTIES FOR SERVICES OR GOODS RECEIVED THROUGH, OR ADVERTISED ON, THE MYGROUPEASE.COM WEBSITE OR RECEIVED THROUGH ANY LINKS PROVIDED BY THE MYGROUPEASE.COM WEBSITE, AS WELL AS FOR ANY INFORMATION OR ADVICE RECEIVED THROUGH ANY LINKS OR ANY USER CONTRIBUTIONS PROVIDED IN THE MYGROUPEASE.COM WEBSITE. C. USER AND PROVIDER UNDERSTAND AND AGREE THAT THEY DOWNLOAD OR OTHERWISE OBTAIN MATERIAL OR DATA THROUGH THE USE OF THE MYGROUPEASE.COM WEBSITE AT THEIR OWN DISCRETION AND RISK AND THAT THEY ARE SOLELY RESPONSIBLE FOR ANY DAMAGES TO THEIR COMPUTER SYSTEMS OR LOSS OF DATA THAT RESULT FROM THE DOWNLOAD OF SUCH MATERIAL OR DATA. D. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES, SO THE ABOVE EXCLUSIONS MAY NOT APPLY TO YOU. YOU MAY ALSO HAVE OTHER RIGHTS THAT VARY FROM JURISDICTION TO JURISDICTION. E. MYGROUPEASE.COM IS NOT RESPONSIBLE OR LIABLE FOR CONTENT POSTED BY USERS, PROVIDERS, THIRD PARTIES, ACTIONS OF ANY THIRD PARTY OR FOR ANY DAMAGE TO, OR VIRUS THAT MAY INFECT, USERS OR PROVIDERS COMPUTER EQUIPMENT OR OTHER PROPERTY. F. UNDER NO CIRCUMSTANCES SHALL MYGROUPEASE.COM BE LIABLE TO ANY USER OR PROVIDER ON ACCOUNT OF THAT USER'S OR PROVIDERS USE OR MISUSE OF, OR RELIANCE ON, THE MYGROUPEASE.COM WEBSITE ARISING FROM ANY CLAIM RELATING TO THIS AGREEMENT OR THE SUBJECT MATTER HEREOF. SUCH LIMITATION OF LIABILITY SHALL APPLY TO PREVENT RECOVERY OF DIRECT, INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY AND PUNITIVE DAMAGES, WHETHER SUCH CLAIM IS BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, EVEN IF MYGROUPEASE.COM HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. SUCH LIMITATION OF LIABILITY SHALL APPLY WHETHER THE DAMAGES ARISE FROM USE OR MISUSE OF, AND RELIANCE UPON, THE MYGROUPEASE.COM WEBSITE, FROM INABILITY TO USE THE MYGROUPEASE.COM WEBSITE OR FROM THE INTERRUPTION, SUSPENSION OR TERMINATION OF THE MYGROUPEASE.COM WEBSITE (INCLUDING SUCH DAMAGES INCURRED BY THIRD PARTIES). THIS LIMITATION SHALL ALSO APPLY WITH RESPECT TO DAMAGES INCURRED BY REASON OF OTHER SERVICES OR GOODS RECEIVED THROUGH OR ADVERTISED ON THE MYGROUPEASE.COM WEBSITE OR RECEIVED THROUGH ANY LINKS PROVIDED IN THE MYGROUPEASE.COM WEBSITE, AS WELL AS BY REASON OF ANY INFORMATION OR ADVICE RECEIVED THROUGH OR ADVERTISED ON THE MYGROUPEASE.COM WEBSITE OR RECEIVED THROUGH ANY LINKS PROVIDED IN THE MYGROUPEASE.COM WEBSITE. THIS LIMITATION SHALL ALSO APPLY, WITHOUT LIMITATION, TO THE COSTS OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, LOST PROFITS OR LOST DATA. SUCH LIMITATION SHALL FURTHER APPLY WITH RESPECT TO THE PERFORMANCE OR NON-PERFORMANCE OF THE MYGROUPEASE.COM WEBSITE OR ANY INFORMATION OR MERCHANDISE THAT APPEARS ON OR IS LINKED OR RELATED IN ANY WAY TO, THE MYGROUPEASE.COM WEBSITE. SUCH LIMITATION SHALL APPLY NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY AND TO THE FULLEST EXTENT PERMITTED BY LAW. G. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATIONS AND EXCLUSIONS MAY NOT APPLY TO YOU. PLEASE CHECK WITH YOUR JURISDICTION.

H. MyGroupEase.com does not make any warranties or representations regarding any data, content and/or information provided or made available by any User or Provider on the MyGroupEase.com website or on any external websites linked to them. In particular, MyGroupEase.com does not warrant or represent that said data, content and/or information is true or accurate, or that it fulfills or serves any particular purpose. I. User or Provider may report any activities of any other User or Provider that violate applicable laws and/or any of the Terms stated herein (including the use of pseudonyms or fictitious names) by sending an email to the Customer Service email address at support@MyGroupEase.com. J. Without limiting the foregoing, under no circumstances shall MyGroupEase.com be held liable for any delay or failure in performance resulting directly or indirectly from acts of nature, forces, or causes beyond its reasonable control, including, without limitation, Internet failures, computer equipment failures, telecommunication equipment failures, other equipment failures, electrical power failures, strikes, labor disputes, riots, insurrections, civil disturbances, shortages of labor or materials, fires, floods, storms, explosions, acts of God, war, governmental actions, orders of domestic or foreign courts or tribunals, non-performance of third parties, or loss of or fluctuations in heat, light, or air conditioning. VI. Indemnity You agree to indemnify, defend and hold harmless MyGroupEase.com, its website and each of its respective advertisers, parents, partners, suppliers, licensors, officers, directors, shareholders, employees, representatives, contractors, agents and sub-licensees, from any and all claims (including but not limited to claims for defamation, trade disparagement, privacy and intellectual property infringement) and damages (including attorneys' fees and court costs) arising from or relating to any allegation regarding: 1. Users or Providers use of the MyGroupEase.com website; 2. MyGroupEase.com's use of any User or Provider content or information you provide, as long as such use is not inconsistent with these Terms; 3. information, content or material provided through Users or Providers IP address, even if not posted by such User or Provider; or 4. any violation of these Terms by User or Provider. VII. Data Protection A. MyGroupEase.com recognizes that any data provided by User or Provider to MyGroupEase.com is extremely important and MyGroupEase.com shall therefore be particularly sensitive in handling such data. B. Users and Providers are advised that there are inherent security risks in transmitting data, such as emails, credit card or personal information via the Internet because it is impossible to safeguard completely against unauthorized access by third parties. Nevertheless, MyGroupEase.com shall do what is reasonable to safeguard your data, subject to this cautionary limitation. C. In particular, personal information will be transmitted via the Internet only if it does not infringe upon third-party rights, unless the respective party has given prior consent in view of such security risks. Further, when sensitive personal information is transmitted, MyGroupEase.com will encrypt it using Secure Socket Layer technology (SSL). D. Accordingly, MyGroupEase.com shall not be held liable for any damages incurred as a consequence of such security risks or for any related acts of omission on our part. PLEASE SEE OUR PRIVACY POLICY, STATED SEPARATELY ON THE MYGROUPEASE.COM WEBSITE. E. MyGroupEase.com opposes the use of available contact information by a third-party for sending unsolicited advertisements (SPAM). F. MyGroupEase.com reserves the express right to take legal action against unsolicited mailing or emailing of SPAM and other similar unsolicited advertising materials. MyGroupEase.com will report all violators to their respective Internet Service Providers (ISP) as well as the appropriate legal authority. VIII. Obligations of Users and Providers A. Users and Providers agree to adhere to the following requirements: 1. To provide only true and non-misleading information in the User or Provider profile and in communications with other Users or Providers and to refrain from using any pseudonyms or fictitious names; 2. To comply with all laws, ordinances, statutes and applicable legislation and to respect all third-party rights. In particular, Users and Providers shall not: a. Use or post any insulting or defamatory words, music, symbols, photographs or other similar content, regardless of whether said contents are directed at another User, Provider or MyGroupEase.com personnel or other companies or individuals; b. Use or post any pornographic materials or any content that violates any applicable legislation for the protection of minors; or advertise or promote, offer or distribute any pornographic product or products which do not comply with any applicable legislation for the protection of minors; c. Unreasonably annoy (particularly with SPAM) any other User or Provider; d. Use or post, without authorization, any content protected by law (e.g. copyright, trademark, patent, utility patent, design patent or other intellectual property (IP) laws), or advertise, promote, offer or distribute any goods or services protected by law; e. Use, post or promote any commercial practices considered unfair competition, including progressive customer acquisition practices (such as chain distribution systems, Ponzi schemes, illegal multi-level selling or pyramid sales). f. To refrain from engaging in any of the following annoying actions, even if they do not constitute a breach of any applicable laws or ordinances: i. Sending chain letters; ii. Sending identical private messages to more than one (1) User or Provider at the same time; iii. Performing, posting, advertising and promoting any form of illegal structural distribution measures (such as illegal multi-level marketing or illegal multi-level network marketing); or iv. Communicating in any insinuating, discriminatory or sexually abusive way (suggestive, implicit or explicit). 4. You may not provide, post or otherwise distribute, User or Provider content that: a. contains vulgar, profane, abusive, racist or hateful language or expressions, epithets or slurs, text, photographs, videos or illustrations in poor taste, inflammatory attacks of a personal, racial or religious nature; b. is defamatory, threatening, disparaging, grossly inflammatory, false, misleading, fraudulent, inaccurate, unfair, contains gross exaggeration or unsubstantiated claims, violates the privacy rights of any third party, is unreasonably harmful or offensive to any individual or community; c. violates any right of MyGroupEase.com website or any third party; d. discriminates on the grounds of race, religion, national origin, gender, age, marital status, sexual orientation or disability, or refers to such matters in any manner prohibited by law; e. violates or encourages the violation of any municipal, state, provincial, federal or international law, rule, regulation or ordinance; f. interferes with any Users or Providers uninterrupted use of MyGroupEase.com; g. uploads or transmits viruses or other harmful, disruptive or destructive files, material or code; h. disrupts, interferes with, or otherwise harms or violates the security of MyGroupEase.com, or any services, system resources, accounts, passwords, servers or networks connected to or accessible through the MyGroupEase.com website; i. "flames" any individual or entity (e.g., sends repeated messages related to another User or Provider and/or makes derogatory or offensive comments about another User, Provider or individual), or repeats prior posting of the same message under multiple threads or subjects. WARNING: ANY VIOLATION OF THESE POSTING RULES THAT INVOLVES CRIMINAL CONDUCT OF ANY KIND WILL BE REFERRED TO LAW ENFORCEMENT AUTHORITIES UPON NOTICE RECEIVED BY MYGROUPEASE.COM. 5. User and Provider are further prohibited from the following activities: a. Employing any mechanisms, software or scripts when using the MyGroupEase.com web site. However, the User and Provider may use the interfaces or software provided by MyGroupEase.com within the scope of the services available on the MyGroupEase.com website; b. Blocking, overwriting, modifying and copying of any contents of the MyGroupEase.com website, unless said actions are necessary for the proper use of the Full Member Benefits and services on the MyGroupEase.com website. For example, the use of the "Robot/Crawler" search engine technology is not required for proper use of the services, and is therefore prohibited; c. Distributing or publicly disclosing the contents of the website of MyGroupEase.com or any other User or Provider, without written permission from such party; or d. Performing any actions which may impair the operability of MyGroupEase.com's infrastructure, particularly actions which may overload said infrastructure, servers, bandwidth or other equipment or software. IX. PROCESS A. When a Provider completes an assignment for a User, such Provider will complete the invoice form (the "Invoice") and submit it to us through the MyGroupEase.com website. The Provider will provide MyGroupEase.com with a list of items, including, but not limited to, hours worked, payment required and description of Task(s) completed, to be included on the Invoice ("Invoice Details"). Such Invoice Details will not be final until and unless such Provider has authorized their inclusion or waived the right to review such Invoice Details. If a Provider waives his, her or its right to review the Invoice Details, all items in the Invoice Details will be included on the Invoice as received by MyGroupEase.com. B. MyGroupEase.com ENCOURAGES ALL PROVIDERS TO REVIEW INVOICE DETAILS PRIOR TO THEIR INCLUSION IN THE INVOICE TO BE SENT TO A USER. Due to the inherent nature of the Internet and electronic communication transactions, MyGroupEase.com cannot take responsibility for the accuracy of all transmissions of Provider Invoices. After the completion of the Invoice Detail process between the Provider and MyGroupEase.com as described above, we will then submit the Invoice to the User and the User shall submit the payment for Provider's services to MyGroupEase.com, which will then be processed according to the Payment Terms outlined in Section 9 of these Terms.

X. RELATIONSHIP AND OBLIGATIONS OF PARTIES A. MyGroupEase.com provides Services for Registered Users, including you, other Companies and Providers. All parties are independent contractors, vis--vis MyGroupEase.com, with respect to all matters arising out of this Agreement. No Registered User or Provider shall be considered the employee, agent, partner or joint venturer of MyGroupEase.com and MyGroupEase.com shall not be considered the employer, agent, partner or joint venturer of any Registered User or Provider. B. You agree and understand that MyGroupEase.com is simply acting to process Invoices to Companies on behalf of Providers and to receive and process Payment for Providers' services from Companies. MyGroupEase.com is not responsible for the timeliness or accuracy of the Invoices. MyGroupEase.com is under no obligation to ensure the timeliness, accuracy, completion or workmanship of any Assignment you give to a Provider. C. You agree that MyGroupEase.com, by providing the Services hereunder, does not accept liability as an employer - either singularly or jointly - of any Provider and that the employment/independent contractor status of any Provider, as such status pertains to such Provider's relationship with you, is solely determined by an agreement between the Provider and you. You agree and understand that MyGroupEase.com will not in any way be involved in the terms and conditions of your employment or contracting arrangement with any Provider and that any services for which you engage a Provider are provided by and under separate agreement between you and such Provider. MyGroupEase.com is not responsible for and will not control the manner in which a Provider operates and is not involved in the hiring, firing, discipline or working conditions of the Provider. MyGroupEase.com will not provide any Provider with any materials or tools with which to complete any projects for which you engage a Provider. Any problems, complaints or questions regarding the work environment, performance or other terms and conditions of employment and/or contracting must be resolved by and between you and any Provider you engage. D. You agree that you will abide by any and all applicable non-discrimination, employment, tax and other federal and state statute(s), regulation or common law. You agree to hold harmless and indemnify MyGroupEase.com for any and all liability arising from a violation of any such statute, regulation or common law.

XI. PAYMENT TERMS A. Users do not pay MyGroupEase.com a fee for the Billing and Payment Services. Subject to compliance with the Non-Compliance Fee (as defined herein), Users are solely responsible for submitting the Payment due to a Provider for the completion of an Assignment to MyGroupEase.com. All such Payments shall be payable to MyGroupEase.com in U.S. currency. Notwithstanding the above, MyGroupEase.com may, at a later date, and in its sole discretion, charge a fee to Users for Services pursuant to this Agreement, provided Users are given advance notice prior to any fee implementation. B. Unless otherwise agreed to in writing between you and MyGroupEase.com, MyGroupEase.com shall provide you with Invoices for any Payment due to a Provider you engage. If you reasonably dispute any Invoice amount, you must pay all undisputed amounts within the time frames specified above and the parties will cooperate to verify any disputed amounts. MyGroupEase.com agrees that any Invoice amounts reasonably disputed by you will not be payable to a Provider until such dispute is resolved. If you have submitted Payment to MyGroupEase.com and such payment amount is then reasonably disputed by you before MyGroupEase.com has disbursed the disputed amount to a Provider, MyGroupEase.com agrees, at your written request, to hold such Payment until the dispute is resolved. You hereby agree and acknowledge that paying any Invoice constitutes your acknowledgement of completion of all work covered by such Invoice and the quality, accuracy and thoroughness of such work. C. You are responsible for payment and reporting of any taxes. Other than in connection with 1099 Services, MyGroupEase.com is not obligated to determine the applicability of any taxes or to remit, collect or report any such applicable taxes, unless otherwise agreed to by both parties pursuant to the terms of any provision of tax services provided to you by MyGroupEase.com. D. In the event of nonpayment by you of any Invoice amount when due, which has not been reasonably disputed by you (even where such non-payment occurs on account of your bankruptcy or insolvency), MyGroupEase.com may suspend providing Services pursuant to this Agreement to you and/or any Provider you engage until such time as the past due Invoices have been paid in full. In the event MyGroupEase.com stops providing Services pursuant to this Section, MyGroupEase.com shall not be penalized for delays and shall incur no liability to you caused by such cessation. XII. TERM AND TERMINATION A. These Terms shall become effective June 21, 2008 and may be amended from time to time, without notice to any party. Please check these Terms regularly to see if any modifications have been made. Your continued use of this website and our Services indicates your acceptance of these Terms, as amended. B. Unless otherwise agreed to in writing between the parties, either party may terminate the Service at any time upon notice to the other party. In such event, (i) MyGroupEase.com shall continue to perform the Service necessary to complete any invoicing and payment process or other process already set into motion ("Open Transaction"); and (ii) you shall continue to be obligated to pay all Providers for any Assignment for which you have engaged such Providers in order to complete any Open Transaction. XIII. PRIVACY AND CONFIDENTIALITY A. Your use of the website and the Services provided therein is governed by these Terms and the MyGroupEase.com Privacy Policy, stated elsewhere on our website.. It is your responsibility to review the MyGroupEase.com Privacy Policy ("Privacy Policy"), which is incorporated by reference into these Terms, in its entirety, and we suggest that you review the Privacy Policy and print a copy for yourself. The Privacy Policy is posted on our website and may be amended from time to time. If, at any time, you are not in compliance with the Privacy Policy, we may terminate your use and access to the website. Unfortunately, we cannot ensure that disclosure of your personal information will not occur in ways not described in the Privacy Policy. 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, under such circumstances. B. Any user identification ("User ID") and password should be maintained as confidential and should not be distributed or disclosed to anyone. It is your responsibility to notify us if you need to change or discontinue your User ID and password. You may only do so by: (i) sending us a notice, or (ii) contacting us at info@MyGroupEase.com XIV. OWNERSHIP This website and all intellectual property rights related to thereto, including, but not limited to, copyrights, trademarks, service marks and any feedback left by Registered Users or Providers on the website, are owned or licensed by us and all right, title and interest in the website and the related intellectual property rights, remain our property. You may not reproduce, reverse engineer, decompile, disassemble, modify or create derivative works with respect to the website and the related intellectual property, including any services provided through the website and these Terms do not grant you permission to do so. Certain content is licensed from third parties. All such third party content and all intellectual property rights related to that content belong to the respective third parties. You may not remove any copyright, trademark, or other intellectual property or proprietary notice contained in the website, including any website content. XV. ASSIGNMENT MyGroupEase.com has the right to transfer or assign their rights hereunder to any other person or entity without your consent. You do not have the right to assign or transfer your rights hereunder to any other person or entity without our prior written consent. Subject to the foregoing, these Terms will be binding upon and will inure to the benefit of the successors and permitted assigns of the parties hereto.

XVI. GOVERNING LAW AND JURISDICTION The MyGroupEase.com website is operated by us from our offices within the state of WASHINGTON, United States of America. It can be accessed from all fifty (50) States and from other countries around the world. As each of these places has laws that may differ from those of WASHINGTON STATE, by accessing this website, you agree that these Terms and your use of this website, and the services offered therein, shall be governed in all respects by the laws of the state of WASHINGTON, without regard to conflicts of law provisions and shall not be governed by the United Nations Convention on the International Sale of Goods. You further submit to jurisdiction and venue in the State and Federal courts located in the State of WASHINGTON, KING County and further agree that any cause of action you may bring arising under your use of the website shall be brought by you exclusively in a State or Federal Court located in the State of WASHINGTON, KING County. We make no representation that materials on the website are appropriate or available for use in other locations and accessing them from territories where their contents are illegal is prohibited. Those who choose to access this website from other locations, do so by their own initiative, and are responsible for compliance with all local laws.

XVII. MISCELLANEOUS A. This Agreement, and all writings, web pages, agreements and policies, including, but not limited to, the MyGroupEase.com Privacy Policy, incorporated herein, contains the entire Terms between the parties and supersedes any prior Terms, negotiation or understanding of the parties, whether oral or in writing, with respect to the subject matter of these Terms. Any representations, promises or conditions not incorporated herein shall not be binding upon MyGroupEase.com or Registered User, Provider or their respective successors and assigns. These Terms may not be modified or amended except in a writing signed by a duly authorized representative of both parties. B. If any provision of these Terms is held to be invalid or unenforceable, such provision will be struck and the remaining provisions enforced. Headings are for reference purposes only. Failure of either party to act or exercise its respective rights under these Terms upon the breach of any other terms hereof by the other party shall not be construed as a waiver of such a breach or prevent said party from thereafter enforcing strict compliance with any or all of the terms thereof. C. These Terms do not create a relationship of agency, partnership, or representation between MyGroupEase.com and you for any purpose whatsoever, it being understood between the parties hereto that MyGroupEase.com and Registered User and Provider are to act as an independent contractors and are not authorized to make any contract, agreement, warranty or representation on behalf of the other. D. Neither of the parties to these Terms shall be responsible for the failure to perform or any delay in performance of any obligation hereunder due to labor disturbances, accidents, fires, floods, telecommunications or Internet failures, strikes, wars, riots, rebellions, blockades, acts of government, governmental requirements and regulations or restrictions imposed by law or any other similar conditions beyond the reasonable control of such party. The time for performance of such party shall be extended by the period of such delay. E. You must comply with all applicable laws, statutes, ordinances and regulations regarding: (i) your use of the website and the Services and any Other Services provided thereby or therein; (ii) your ordering or posting of, services or offers, if applicable; and (iii) the posting and retrieval of information by you, including without limitation those governing antitrust, unfair competition, false advertising, taxation and export control. You are responsible for paying all applicable fees and taxes you incur in connection with access to our servers and our Web Site. F. All notices required or permitted to be given under these Terms, shall be in writing and shall be deemed to have been duly given if delivered personally or sent by first-class mail, postage pre-paid, by registered or certified mail; (notices mailed shall be deemed to have been given ten (10) business days after mailing) to the addresses set forth below or to such other address as any party shall designate by notice in writing.