Last Updated: August 25th, 2015

USER AGREEMENT

This Brilliant Chemistry User Agreement (the "Agreement") is between you (the "User") and Brilliant Chemistry, a Michigan limited liability company, with its principal place of business at 1520 S Lapeer Rd, Suite 112, Lake Orion, Michigan 48360 U.S.A. ("Brilliant Chemistry", "we" or "us"). Visiting or using our website located at brilliantchemistry.com (the "Site") for any reason whatsoever constitutes your acknowledgement that you have read, accepted and hereby agree with all of the terms and conditions contained in this Agreement. Brilliant Chemistry may amend this Agreement at any time by posting a revised version on the Site. Each revised version will state its effective date, which will be on or after the date posted by Brilliant Chemistry. If the revised version materially reduces your rights or increases your responsibilities, we may post it in advance of the effective date in order to give you notice. Your continued use of the Brilliant Chemistry Platform after the effective date of a revised version of this Agreement constitutes your acceptance of its terms. This Agreement may be modified by Brilliant Chemistry from time to time in its sole discretion. In the event of any conflict between any policies or other agreements and this Agreement, this Agreement shall control.

YOU UNDERSTAND THAT BY CHECKING THE BOX AND CLICKING THE "SUBMIT" BUTTON, OR BY USING THE BRILLIANT CHEMISTRY PLATFORM OR THE SITE, YOU ARE AGREEING TO BE BOUND BY THE TERMS OF THIS AGREEMENT. IF YOU DO NOT ACCEPT THIS AGREEMENT IN ITS ENTIRETY, YOU MAY NOT ACCESS OR USE THE BRILLIANT CHEMISTRY PLATFORM. IF YOU AGREE TO THIS AGREEMENT ON BEHALF OF AN ENTITY, YOU REPRESENT AND WARRANT THAT YOU HAVE THE AUTHORITY TO BIND THAT ENTITY TO THIS AGREEMENT. IN THAT EVENT, "YOU" AND "YOUR" AS PROVIDED HEREIN WILL REFER AND APPLY TO THAT ENTITY.

1. THE BRILLIANT CHEMISTRY PLATFORM.

1.1 Purpose of the Brilliant Chemistry Platform.

The Brilliant Chemistry Platform allows commercial enterprises (“Clients”) and individuals with specific expertise and skills sets within a particular subject matter (“Experts”) to identify each other and enable them to establish mutually beneficial arrangements online. Brilliant Chemistry provides Clients and Experts with access to tools, including curating Clients and Experts, facilitating the formation of independent contractor agreements between Clients and Experts, and managing the relationship between the parties.

Clients post the particular expertise needed on the Site and invite Experts to audition by submitting their expertise in the area of interest to the Client. Experts post profiles, which identify their specific areas of expertise and may respond to the Clients’ inquiries as interested. If a Client and Expert agree upon terms, an agreement is negotiated and entered into directly between the Client and Expert (“Service Contract”). If Client and Expert do not execute an agreement separate from this Agreement with respect to their relationship, then the parties hereby agree to let the provisions set forth below and herein to govern the relationship between Client and Expert.

Experts are engaged by and paid by Client for Expert’s delivery of services using the Brilliant Chemistry Platform, which requires that Client provide and maintain a valid credit card and Experts to provide and maintain a bank account to process payments between Clients and Experts in connection with Service Contracts performed.

Client and Expert hereby agree that Brilliant Chemistry makes no representation or warranty as to the qualifications of Experts or Clients on the Brilliant Chemistry Platform; each User is responsible for conducting its own due diligence on the other Users if they intend to enter into a relationship or Service Contract. Each User hereby absolves and releases Brilliant Chemistry from any and all liability associated with the breach or failure of any Service Contract for any reason whatsoever, including without limitation quality, workmanship, licensure, or lack of certification.

1.2 Eligibility.

The Brilliant Chemistry Platform is available to Clients that are legal entities in good standing and for Experts who are individuals at least eighteen (18) years old and who are legally capable of forming a contract. User represents that User is not subject to any law, legal restraint or jurisdictional authority that would prohibit the formation of this Agreement or hinder the performance of any Service Contract contemplated herein.

2. GENERAL USER POLICIES

2.1 Brilliant Chemistry Fees.

Brilliant Chemistry will not charge Experts a fee for using the Site or the Brilliant Chemistry Platform as an Expert. Experts may post profiles, audition for Clients and perform Service Contracts with no fees or charges imposed by Brilliant Chemistry.

Clients shall pay Brilliant Chemistry a fee for access to the Site and usage of the Brilliant Chemistry Platform as detailed in the Client’s access area or an addendum to this Agreement.

2.2 General User Obligations.

You shall not access (or attempt to access) the Site by any means other than the interface provided, and you will not use information from the Site for any purpose other than the purpose for which it was made available. You will not engage in any activity that interferes with or disrupts the functioning of the Site. You will not upload or attach any invalid, malicious, or unknown file. You will not insert any external links that may be malicious or unknown to you, or used for offering any goods or services other than the expertise or the need for an individual with expertise.

2.3 Identity and Account Security.

Brilliant Chemistry reserves the right to validate User information at any time, including but not limited to validation against third party databases or the verification of one or more official government or legal documents that confirm the User's identity. You hereby authorize Brilliant Chemistry, directly or through third parties, to make any inquiries necessary to validate your identity and confirm your ownership of your email address or financial accounts, subject to applicable law. Failure to provide information about you or your business when requested by Brilliant Chemistry is a material violation of this Agreement. The User is solely responsible for ensuring and maintaining the secrecy and security of the User's Brilliant Chemistry account password. User agrees not to disclose this password to anyone and shall be solely responsible under all circumstances for any use of or action taken through the use of such password on the Brilliant Chemistry Platform. You must immediately notify Brilliant Chemistry Support if you suspect that your password has been lost or stolen. By using your Brilliant Chemistry User account, you acknowledge and agree the Brilliant Chemistry's account security procedures are commercially reasonable.

2.4 Disbursements to Experts

As noted above, Expert agrees to establish a bank account, which will permit Clients to remit funds to Expert. Funds become payable to Experts performing Service Contracts following the expiration of any applicable Dispute Period.

2.5 Disintermediation.

Client shall make all payments relating to, or in any way connected with, a Service Contract with an Expert (including, without limitation, bonuses, if any) in accordance with the Brilliant Chemistry Platform. Any action that encourages circumvention or solicits any complete or partial payment outside of the Brilliant Chemistry Platform is a material breach of this Agreement.

2.6 Buyout.

Notwithstanding the provision above, a User may agree to perform outside of the Brilliant Chemistry Platform with Users identified and engaged through Brilliant Chemistry provided we receive notice and the applicable provisions of the Client Addendum are followed.

2.7 Dispute Resolution Policy

Clients may dispute hours during the dispute period following the close of a weekly invoice period (“Dispute Period”). It is the Client's responsibility to review time log of every contract on a weekly basis and to file any disputes during the Dispute Period. Once the Dispute Period has passed, the time charges are deemed accepted by the Client and can no longer be disputed. Disputes can only address the hours billed, not the quality of the work performed or deliverables.

Any and all disputes between the Client and Expert will first be initiated and discussed within the Brilliant Chemistry Platform. The parties will attempt to resolve the dispute amongst themselves before initiating mediation, arbitration or any legal action.

2.8 Enforcement of Agreement and Policies.

Brilliant Chemistry has the right, but not the obligation, to suspend or cancel any User’s access to the Brilliant Chemistry Platform if it reasonably believes that the User has violated or acted inconsistently with the terms of this Agreement, or violated our rights or those of another party. Without limiting Brilliant Chemistry's other remedies, it may suspend or terminate any User account, use self-help (where permitted) in connection with our rights to reclaim any funds due us, and refuse to provide any further access to the Brilliant Chemistry Platform to User if (a) you breach any terms and conditions of this Agreement or other written policies and procedures posted on the Site; (b) we are unable to verify or authenticate any information you provide to us; or © we believe that your actions may cause legal liability for our Users or for Brilliant Chemistry. Once suspended or terminated, you MAY NOT continue to use the Brilliant Chemistry Platform under a different account or reregister under a new account. In addition, violations of this Agreement may be prosecuted to the fullest extent of the law, which may result in additional penalties and sanctions by applicable authorities. When your User account is canceled, you may no longer have access to any parts or function of the Brilliant Chemistry Platform, including data, messages, files and other material you keep on Brilliant Chemistry.

3. SERVICE CONTRACT TERMS BETWEEN CLIENT AND EXPERT.

Unless otherwise agreed to in writing, executed by both Client and Expert, the terms and conditions of the Service Contract by and between Client and Expert are as set forth in Sections 3.1 through 3.12 below. Client and Expert may not agree to any other terms and conditions that affect the rights or responsibilities of Brilliant Chemistry.

3.1 Services.

Expert shall perform Services Contracts in a professional and workmanlike manner and shall timely deliver any agreed-upon deliverables.

3.2 Agency.

Work performed on Service Contracts under Expert's profile must be performed by the Expert only. Experts shall not subcontract with third parties to perform Services on behalf of the Expert.

3.3 Client Payments and Billing.

Client shall pay to Expert the agreed-upon amount via the credit card established. For hourly-rate Service Contracts, Client shall be billed for Expert’s fees on a weekly basis.

3.4 Termination of a Service Contract.

Either party may terminate the Service Contract at any time for any, or no reason whatsoever. However, the Client remains obligated to pay for any time performed and deliveries made by the Expert prior to termination.

3.5 Client Deliverables.

Client grants Expert a limited, non-exclusive, revocable (at any time, at Client's sole discretion) right to use the Client Deliverables for the performance of the Service Contract. Client reserves all other rights and interest, including, without limitation, all proprietary rights, in and to any and all Client Deliverables, including without limitation any information (confidential or otherwise), data, drawings, schematics, ideas, communications conveyed or delivered to Expert in association with the arrangement contemplated by the parties (the “Deliverables’). Upon completion or termination of the Service Contract, or upon written request by Client, Expert shall immediately return all Deliverables to the Client and further agrees to purge all copies of Deliverables and any Work Product contained in or on Expert's premises, systems, or any other equipment under Expert's control. Within ten (10) days of Client's request, Expert agrees to provide written certification to the Client that all Deliverables have been returned or purged.

3.8 Expert classification.

Client assumes all liability for proper classification of Expert as independent contractor or employee based on applicable legal standards and guidelines in the applicable jurisdiction. This Agreement does not create a partnership or agency relationship between Client and Expert, or Client and Brilliant Chemistry, or Expert and Brilliant Chemistry. Expert does not have authority to enter into written or oral - whether implied or express - contracts on behalf of Client or Brilliant Chemistry. Expert and Client each acknowledge that Brilliant Chemistry does not, in any way, supervise, direct, or control Expert's work or the services performed by Expert in any manner. Neither Client nor Brilliant Chemistry set Expert's work hours or location of work, nor is Brilliant Chemistry involved in setting the particular rate for the services being provided to Client by Expert. Neither Client nor Brilliant Chemistry will provide Expert with any training or any equipment, labor or materials needed for any services performed. Client or Expert, as the case may be, will be solely responsible for all tax returns and payments required to be filed with or made to any federal, state, or local tax authority, in any nation, with respect to Expert's performance under any agreement with Client. Unless otherwise agreed to, the relationship between Expert and Client is an independent contractor relationship, and Client shall not require an exclusive relationship between Client and Expert.

For relationships electing to be classified as employer-employee relationships, unless otherwise agreed, Client will make arrangements with Brilliant Chemistry to manage the Service Contract through the payrolling program made available on the Brilliant Chemistry Platform and the Client Addendum, and Expert and Client enter into appropriate additional agreements necessary to accomplish this relationship.

Client and Expert agree to jointly and severally indemnify, hold harmless and defend Brilliant Chemistry from any and all claims arising out of or related to their relationship, including but not limited to claims that Expert was misclassified as an independent contractor, any liabilities arising from a determination by a court, arbitrator, government agency or other body that Expert was misclassified (including, but not limited to, taxes, penalties, interest and attorney's fees), any claim that Brilliant Chemistry was an employer or joint employer of Expert, as well as claims under any employment-related laws, such as those relating to employment termination, employment discrimination, harassment or retaliation, as well as any claims for overtime pay, sick leave, holiday or vacation pay, retirement benefits, worker's compensation benefits, unemployment benefits, or any other employee benefits.

3.9 Audit Rights

Client and Expert each shall (i) create and maintain records to document satisfaction of its obligations under this Agreement and any contract for services contemplated by this arrangement, including without limitation its payment obligations and compliance with tax laws, and (ii) provide copies of such records to Brilliant Chemistry upon request. Brilliant Chemistry, or Brilliant Chemistry's advisors or agents, shall have the right, but not the obligation, to routinely, but no more frequently than annually, audit Client's operations and records to confirm compliance. Nothing in this provision should be construed as providing Brilliant Chemistry with the right or obligation to supervise or monitor any services performed by Expert.

3.10 General.

Unless otherwise agreed to by Expert and Client in a Service Contract, engagement of services by Client and performance of services by Expert under the Brilliant Chemistry Platform shall be governed by the applicable terms in this Agreement, specifically, without limitation, Sections: 6 (Confidential Information), 11 (General), and 12 (Definitions) of this Agreement, as applicable either directly or by way of analogy.

3.11 Entire Agreement.

The terms and conditions set forth in this Section 3 and any additional or different terms expressly agreed upon by Client and Expert shall constitute the entire agreement and understanding between Client and Expert with respect to each Service Contract and shall cancel and supersede any other prior or contemporaneous discussions, agreements, representations, warranties, and/or other communications between them.

4. ACKNOWLEDGMENTS BY USER OF BRILLIANT CHEMISTRY’S ROLE.

4.1 Service Contracts.

User hereby acknowledges, understands and agrees that: (i) the Brilliant Chemistry Platform is merely a venue whereby Users may act as either a client or expert; (ii) Brilliant Chemistry is not a party to any Service Contract between Clients and Experts; (iii) Client and Expert each recognize, acknowledge and agree that Expert is not an employee of Brilliant Chemistry and that Brilliant Chemistry does not, in any way, supervise, direct, or control Expert’s performance or the services provided to Client; (iv) Brilliant Chemistry shall not have any liability or obligations under or related to any Service Contracts between Expert and Client, or any acts or omissions by Users; (v) Brilliant Chemistry has no control over Experts or over any services promised or rendered by any Expert; and, (vi) Brilliant Chemistry makes no representations as to the reliability, capability, or qualifications of any Expert or the quality, security or legality of any Services, and Brilliant Chemistry disclaims any and all liability relating thereto.

4.2 Proprietary Rights.

Brilliant Chemistry and any of its licensors reserve all proprietary rights in and to the Brilliant Chemistry Platform. User shall not use the Brilliant Chemistry Platform except as necessary for the purposes of discharging its obligations under this Agreement and any Service Contract entered into as contemplated in this Agreement. Brilliant Chemistry reserves the right to withdraw, expand and otherwise change the Brilliant Chemistry Platform at any time in its sole discretion. User shall not be entitled to create any "links" to the Brilliant Chemistry Platform or the Site, or "frame" or "mirror" any content contained on, or accessible through, the Brilliant Chemistry Platform, on any other server or internet-based device.

4.4 Brilliant Chemistry as a Limited Agent

From time to time, a User may ask Brilliant Chemistry to provide a physical or manually signed copy of this Agreement, a Service Contract, or an ancillary document. User hereby appoints Brilliant Chemistry as its agent for the limited purpose of executing documents that confirm User's activities on the Brilliant Chemistry Platform. Brilliant Chemistry will act on User's behalf and only in a clerical capacity, without in any way restricting Brilliant Chemistry's rights or expanding Brilliant Chemistry's obligations under this Agreement or any Service Contract. Each User hereby appoints Brilliant Chemistry as its agent to execute an Act of Acceptance or equivalent instrument on the User's behalf documenting payments made or to be made to Experts or to Brilliant Chemistry, if another User so requests.

5. INVOICES AND PAYMENT METHODS.

5.1 Formal Invoices and Taxes.

Expert shall be solely responsible for determining whether it is required by applicable law to issue any formal invoices for the fees owed under a Service Contract in the jurisdiction which Expert performs services. Expert shall also be solely responsible for determining whether Expert is required by applicable law to remit to the appropriate authorities any value added tax or any other taxes or similar charges applicable to the Expert’s fees and remit the same to the appropriate authorities.

5.2 Payment Methods.

Client shall authorize Brilliant Chemistry to make payments to Expert on behalf of Client using Client’s credit card once the Dispute Period has passed for such applicable payments. Brilliant Chemistry may, in its sole discretion, deviate from its typical billing cycle for Service Contracts and charge Client for any and all Expert logged time at any time.

6. CONFIDENTIAL INFORMATION.

6.1 Confidentiality.

To the extent a Client or Expert provides confidential information to the other, the recipient shall protect the secrecy of such confidential information with the same degree of care as it uses to protect its own confidential information, but in no event with less than due care, and shall not: (i) disclose confidential information to anyone except, in the case of Brilliant Chemistry, to any Client or Expert engaged in a Contract; and (ii) use the confidential information, except as necessary for the performance of services for the relevant Service Contract (including, without limitation, the storage or transmission of confidential information on or through Brilliant Chemistry Platform for use by Expert).

6.2 Return.

If and when confidential information is no longer needed for the performance of services for the relevant Service Contract, or at the Client's or Expert's written request (which may be made at any time at Client's or Expert's sole discretion), Client or Expert (as the case may be) shall promptly destroy or return all confidential information and any copies thereof contained in or on its premises, systems, or any other equipment otherwise under its control. Each of Client or Expert, as applicable, agrees to provide written certification to the party disclosing the confidential information of compliance with this Section 6.2 within ten (10) days after the receipt of disclosing party's written request to certify.

6.3 Publication.

Without limiting Section 6.1 (Confidentiality), Client, Expert and Brilliant Chemistry shall not publish, or cause to be published, any confidential information or Work Product, except as may be necessary for performance of Services for a Service Contract.

7. WARRANTY DISCLAIMER.

BRILLIANT CHEMISTRY MAKES NO EXPRESS REPRESENTATIONS OR WARRANTIES WITH REGARD TO THE SERVICES, WORK PRODUCT, BRILLIANT CHEMISTRY PLATFORM OR ANY ACTIVITIES OR ITEMS RELATED TO THIS AGREEMENT. TO THE MAXIMUM EXTENT PERMITTED BY LAW, BRILLIANT CHEMISTRY DISCLAIMS ALL EXPRESS OR IMPLIED CONDITIONS, REPRESENTATIONS AND WARRANTIES INCLUDING, BUT NOT LIMITED TO, THE WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. SECTION 10.2 (TERMINATION) STATES USER'S SOLE AND EXCLUSIVE REMEDY AGAINST BRILLIANT CHEMISTRY WITH RESPECT TO ANY DEFECTS, NON-CONFORMANCES OR DISSATISFACTION.

8. LIMITATION OF LIABILITY.

IN NO EVENT WILL BRILLIANT CHEMISTRY BE LIABLE FOR ANY SPECIAL, CONSEQUENTIAL, INCIDENTAL, EXEMPLARY OR INDIRECT COSTS OR DAMAGES, LITIGATION COSTS, INSTALLATION AND REMOVAL COSTS, OR LOSS OF DATA, PRODUCTION OR PROFIT. THE LIABILITY OF BRILLIANT CHEMISTRY TO ANY USER FOR ANY CLAIM ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT SHALL NOT EXCEED THE BRILLIANT CHEMISTRY FEES PAID BY THE CLAIMING PARTY RETAINED BY BRILLIANT CHEMISTRY WITH RESPECT TO SERVICES CONTRACTS ON WHICH SUCH USER WAS INVOLVED AS CLIENT OR EXPERT DURING THE SIX (6) MONTH PERIOD PRECEDING THE DATE OF THE CLAIM. THESE LIMITATIONS SHALL APPLY TO ANY LIABILITY, ARISING FROM ANY CAUSE OF ACTION WHATSOEVER, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY OR OTHERWISE, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH COSTS OR DAMAGES AND EVEN IF THE LIMITED REMEDIES PROVIDED HEREIN FAIL OF THEIR ESSENTIAL PURPOSE.

9. INDEMNIFICATION.

9.1 Proprietary Rights.

Each User shall indemnify, defend and hold harmless Brilliant Chemistry and its subsidiaries, affiliates, officers, agents, employees, representatives and agents (each an "Indemnified Party" for purposes of this Section 9) from any and all claims, damages, liabilities, costs, and expenses (including, but not limited to, reasonable attorneys' fees and all related costs and expenses) arising from or relating to any claim, judgment, or adjudication that any work product, services or action or omission by such User infringes proprietary rights or other rights of any third party.

9.2 Indemnification by Client.

Each Client shall indemnify, defend and hold harmless the Indemnified Parties from any and all claims, damages, liabilities, costs, and expenses (including, but not limited to, reasonable attorneys' fees and all related costs and expenses) arising from or relating to (i) such Client's use of Services, including without limitation claims by or on behalf of any Expert for Expert's compensation of any kind whatsoever, or (ii) any Service Contract entered into between such Client and an Expert.

9.3 Indemnification by Expert.

Each Expert shall indemnify, defend and hold harmless the Indemnified Parties from any and all claims, damages, liabilities, costs, and expenses (including, but not limited to, reasonable attorneys' fees and all related costs and expenses) arising from or relating to (i) such Expert's provision of Services, or (ii) any Service Contract entered into between such Expert and a Client.

10. TERM AND TERMINATION.

10.1 Term.

The term of this Agreement commences on the date the User electronically accepts the terms of this Agreement under the Brilliant Chemistry Platform and continues in effect until terminated in accordance with the provisions below.

10.2 Termination.

Either party may terminate this Agreement at any time, with or without cause, effective immediately upon written notice to the other party (or by terminating or suspending User's account), provided, that any such termination for convenience shall not affect the validity of any Service Contracts that have been executed prior to termination and this Agreement shall continue to apply with respect to such Service Contracts.

10.3 Consequences of Termination.

Termination shall not relieve Client of the requirement to pay for Expert’s time spent and expenses incurred prior to the effective date of the termination, which fees and expenses, together with any applicable taxes, shall be paid in accordance with Section 5.2 (Payment Methods). Unless otherwise provided subject to Section 2.7 (Dispute Resolution Policy), Client shall pay Expert, in accordance with the provisions of Section 5 (Invoices and Payment Methods), for all time incurred and recorded prior to the effective date of the termination.

10.4 Survival.

Sections 4 through 12 of this Agreement shall survive any termination of this Agreement.

11. GENERAL.

11.1 Entire Agreement.

This Agreement sets forth the entire agreement and understanding of the parties relating to its subject matter and cancels and supersedes any prior or contemporaneous discussions, agreements, representations, warranties, and other communications between them.

11.2 Side Agreements.

Section 11.1 notwithstanding, Clients and Experts may enter into any supplemental or other written agreement that they deem appropriate (e.g., confidentiality agreement, work for hire agreement, assignment of rights, etc.). The terms and conditions of this Agreement, however, will govern and supersede any term or condition in a side agreement that purports to expand Brilliant Chemistry's obligations or restrict Brilliant Chemistry's rights under this Agreement.

11.3 Compliance.

User shall not violate any laws or third party rights on or related to the Brilliant Chemistry Platform. Without limiting the generality of the foregoing, User agrees to comply with all applicable import and export control laws and third parties' proprietary rights.

11.4 Notices: Consent to Electronic Notice.

You consent to the use of (a) electronic means to complete this Agreement and to deliver any notices pursuant to this Agreement; and (b) electronic records to store information related to this Agreement or your use of the Brilliant Chemistry Platform. Notices hereunder shall be invalid unless made in writing and given (a) by Brilliant Chemistry via email (in each case to the email address that you provide), (b) a posting on the Brilliant Chemistry Site or © by you via email to support@BrilliantChemistry.com or to such other addresses as Brilliant Chemistry may specify in writing. The date of receipt will be deemed the date on which such notice is transmitted.

11.5 Modifications.

No modification or amendment to this Agreement shall be binding upon Brilliant Chemistry unless in a written instrument signed by a duly authorized officer of Brilliant Chemistry. For the purposes of this Section 11.5, a written instrument shall expressly exclude electronic communications such as email and electronic notices but shall include facsimiles.

11.6 No Waiver.

The failure or delay of either party to exercise or enforce any right or claim does not constitute a waiver of such right or claim and shall in no way affect that party's right to later enforce or exercise it, unless such party issues an express written waiver, signed by a duly authorized representative of each party.

11.7 Assignability.

User may not assign this Agreement, or any of its rights or obligations hereunder, without Brilliant Chemistry's prior written consent in the form of a written instrument signed by a duly authorized officer of Brilliant Chemistry (and, for the purposes of this Section 11.7, a written instrument shall expressly exclude electronic communications such as email and electronic notices but shall include facsimiles). Brilliant Chemistry may freely assign this Agreement without consent of User. Any attempted assignment or transfer in violation of this Section will be null and void. Subject to the foregoing restrictions, this Agreement will inure to the benefit of the successors and permitted assigns of the parties.

11.8 Severability.

If and to the extent any provision of this Agreement is held illegal, invalid, or unenforceable in whole or in part under applicable law, such provision or such portion thereof shall be ineffective as to the jurisdiction in which it is illegal, invalid, or unenforceable to the extent of its illegality, invalidity, or unenforceability, and shall be deemed modified to the extent necessary to conform to applicable law so as to give the maximum effect to the intent of the parties. The illegality, invalidity, or unenforceability of such provision in that jurisdiction shall not in any way affect the legality, validity, or enforceability of such provision in any other jurisdiction or of any other provision in any jurisdiction.

11.9 Choice of Law.

This Agreement and any controversy, dispute or claim arising out of or relating to this Agreement, including by not limited to a Service Contract, ("Claims") shall be governed by and construed in accordance with the laws of the State of Michigan, without regard to its conflict of law provisions.

11.10 Dispute Resolution; Arbitration; Personal Jurisdiction and Venue.

Brilliant Chemistry and User hereby agree that any Claims shall first be settled through negotiation or according to the Dispute Resolution Policy set forth in Section 2.7 above. If a Claim (other than a Claim for injunctive or other equitable relief) remains unresolved by these means, either party will have the right to demand binding non-appearance based arbitration by a third party service mutually agreed upon by the parties. A final judgment will be made by the arbitrator, which must be adhered to by Users and Brilliant Chemistry, as applicable. You agree that any Claim you may have against Brilliant Chemistry, if not resolved as set forth above, must be resolved by the Michigan state courts of Oakland County. You hereby irrevocably consent to the personal jurisdiction and venue in the State of Michigan.

11.11 Prevailing Language.

The English language version of this Agreement shall be controlling in all respects and shall prevail in case of any inconsistencies with translated versions, if any.

12. DEFINITIONS.

  1. "Service Contract" means a set of ongoing tasks for which a Client has requested Services to be performed by an Expert and the Expert has agreed on the Brilliant Chemistry Platform.

  2. "Client" means any User utilizing the Brilliant Chemistry Platform to request services to be performed by a Expert. From time to time, Brilliant Chemistry may act as a Client, and the terms and conditions of this Agreement applicable to Clients will apply to Brilliant Chemistry when acting in this way.

  3. "Expert" means any individual User utilizing the Brilliant Chemistry Platform to offer Services to Clients.

  4. "Brilliant Chemistry Platform" means the online platform operated by Brilliant Chemistry, including related software and services that allows Clients and Experts to identify each other and enable them to buy and sell Services online.