JOBFOX.COM TERMS OF SERVICE

Welcome to Jobfox.com (the “Site”), a service operated by JobFox, Inc.! The following terms and conditions (the "Agreement") form a binding agreement between You and us. Please review the following terms carefully. By using the Site, you are agreeing to these terms, and these terms will govern your use of the Site. If you do not agree to these terms, you must cease use of the Site. The terms "JobFox" or "us" or "we" or "our" refers to JobFox, Inc., the owner of the Site. The term "You" refers to the person accessing or using the Site, or the company or organization on whose behalf that person accesses the Site.

Our Services
JobFox provides online services (our "Services") that help employers and job recruiters (collectively we refer to you as “Employers”) find persons who are seeking jobs (“Candidates”) like the ones Employers may be offering. The Services enable Employers to post available jobs on the Site and to review information that Candidates have posted about themselves. We will provide Employers access to the Services so long as our Agreement with You remains in effect, provided that Your use of the Site and Services will at all times be bound by the terms and conditions of this Agreement.

EMPLOYERS TERMS OF SERVICE

The Sections below relate to the terms of service specifically applicable to Employers. If You are a candidate, the terms governing Your use of the Site are set out later in this Document under the heading “Candidate Terms of Service.”

Your Account
You will need to create an account with Us in order to use the Site. For subscription based accounts, once you place an order with us we will activate your account. If You choose to create an account with us, You agree to provide only accurate, complete registration information, and You will keep that information up-to-date if it changes. Your registration must be completed using Your real name. Each registration is for the use of the single company or organization on whose behalf You access the Site, but the Site may not be used on behalf of more than one person or entity under one user name. Access to the Site is not authorized by any other person or entity using Your registration information and You are responsible for preventing such unauthorized use.

You may also create an account with us on a “pay per posting” basis. This is an e-commerce service offering and will allow you to open an account for the purpose of placing a job posting for a limited time. Your account is subject to the same terms as all accounts, but your rights are more limited and the time period is more limited.

After You register, we’ll issue a unique account number (a “User ID”) to You. With that User ID, you’ll be allowed to assign additional users to access the Site and the Services under Your account. Only those individuals You’ve designated may use or access the Site and the Services on Your behalf. Please bear in mind that our fees vary depending on the number of postings designated in your order with JobFox.

Individuals and entities who access the Site or use the Services and have previously been terminated by JobFox may not register for an account, nor may You designate any other individuals to use Your account on Your behalf.

You must understand that JobFox relies on User IDs to know whether users accessing the Site and using our Services are authorized to do so. If someone accesses our Site using a User ID that we’ve issued to You, we will rely on that User ID and will assume that it is really You or Your representative who is accessing the Site. You are solely responsible for any and all access to the Site or use of the Service by persons using Your User ID. Please notify us immediately if You become aware that Your User ID is being used without authorization.

If you have not placed an order with us, Your use of the Site and Services is subject to the terms of this Agreement and the default fees designated in the Fees section below.

Fees
In exchange for our provision of access to the Site and provision of the Services, You agree to pay us the applicable then-current fees that we charge, which are published on the Site and/or stated on your subscription or recruitment order with us.

Rules Regarding Information and other Content
When You use the Site and Services, You obtain access to various kinds of information and materials, all of which we call “Content.” Content also includes information and materials posted to the Site by Candidates or You. You agree not to revise Content posted by others, and You agree not to post or use any Content in any manner that:

• infringes the copyright, trademark, trade secret, or other intellectual property or proprietary right of others,
• violates the privacy, publicity, or other rights of third parties,
• is discriminatory, defamatory, obscene, threatening, abusive, or hateful, as determined by JobFox in its sole discretion; or
• is false or inaccurate

Though we strive to enforce these rules with all of our users, including Candidates and our other customers, You may be exposed through the Site or Services to Content that violates our policies or is otherwise offensive. You use the Site and Services at Your own risk. We may, but are not obligated to, terminate user accounts and/or remove Content from the Site if we determine or suspect that those accounts or Content violate the terms of this Agreement or the applicable agreement with the offending user(s). We take no responsibility for Your exposure to Content on the Site whether it violates our content policies or not. You understand that the information and opinions in Content uploaded by third parties represent solely the thoughts of the author and is neither endorsed by us nor does it necessarily reflect our belief.

Optional Services
Certain features of the Site enable You, as an option, to configure the Services in a way that appear like a customized, private-labeled site, on which Your own trademarks and logos are displayed. If You choose to use this Service, we will provide unique URLs that You may include in hyperlinks from other Web pages. Those links will direct users to Your job postings on Your private-labeled Web pages, which will appear on jobmatchnetwork.com, a Web site which is powered by JobFox. This option is part of the basic subscription service offered by us. However, please note that Your use of these features may, in the future, be subject to additional terms and fees, which will be available for review before You elect any private-label features that require the payment of fees or additional terms.

Other features of the Site enable You to join a “Co-op” of other employers, in which You will have the ability to share data relating to Candidates that have provided information to You and elected to allow you to share that data with others. If You elect to join such a Co-Op, You agree that (a) additional employers may join the Co-op after You join the Co-op, (b) the Candidate data that You share with the Co-op will be shared with the additional employers joining the Co-op, and (c) such disclosure complies with Your privacy policy, applicable law, and you have obtained the applicable Candidate’s consent to share the Candidate data with third parties, such as other employers.

We may also allow access to, or advertise, certain third parties from which You may purchase certain goods or services ("Merchants"). You understand that we do not operate or control the products or services offered by Merchants. Merchants are responsible for all aspects of order processing, fulfillment, billing and customer service related to the products and services they offer. We are not a party to the transactions entered into between You and Merchants. Merchants and other advertisers are also responsible for ensuring that advertisements and other materials submitted for inclusion on the Site are accurate and comply with applicable laws.

CANDIDATE TERMS OF SERVICE

The Sections below relate to the terms of service specifically applicable to Candidates. If You are an Employer, the terms governing Your use of the Site are set out above under the heading “Employer Terms of Service.”

Your Account
You will need to create an account with Us in order to use the Site. If You choose to create an account with us, You agree to provide only accurate, complete registration information, and You will keep that information up-to-date if it changes. Your registration must be done using Your real name. Access to the Site is not authorized by any other person or entity using Your registration information and You are responsible for preventing such unauthorized use.

After You register, we’ll issue a unique account number (a “User ID”) to You. Individuals and entities who access the Site or use the Services and have previously been terminated by JobFox may not register for an account, nor may You designate any of those individuals to use Your account on Your behalf.

You must understand that JobFox relies on User IDs to know whether users accessing the Site and using our Services are authorized to do so. If someone accesses our Site using a User ID that we’ve issued to You, we will rely on that User ID and will assume that it is really You or Your representative who is accessing the Site. You are solely responsible for any and all access to the Site or use of the Service by persons using Your User ID. Please notify us immediately if You become aware that Your User ID is being used without authorization.

Rules Regarding Information and other Content
When You use the Site and Services, You obtain access to various kinds of information and materials, all of which we call “Content.” You agree not to revise Content posted by others, and You agree not to post or use any Content in any manner that:

• infringes the copyright, trademark, trade secret, or other intellectual property or proprietary right of others,
• violates the privacy, publicity, or other rights of third parties,
• is discriminatory, defamatory, obscene, threatening, abusive, or hateful, as determined by JobFox in its sole discretion; or
• is false or inaccurate.

Though we strive to enforce these rules with all of our users, including Candidates and our other customers, You may be exposed through the Site or Services to Content that violates our policies or is otherwise offensive. You use the Site and Services at Your own risk. We may, but are not obligated to, terminate user accounts and/or remove Content from the Site if we determine or suspect that those accounts or Content violate the terms of this Agreement or the applicable agreement with the offending user(s). We take no responsibility for Your exposure to Content on the Site whether it violates our content policies or not.

Optional Services
We may also allow access to, or advertise, certain third parties from which You may purchase certain goods or services ("Merchants"). You understand that we do not operate or control the products or services offered by Merchants. Merchants are responsible for all aspects of order processing, fulfillment, billing and customer service related to the products and services they offer. We are not a party to the transactions entered into between You and Merchants. Merchants and other advertisers are also responsible for ensuring that advertisements and other materials submitted for inclusion on the Site are accurate and comply with applicable laws.

GENERAL TERMS OF SERVICE

The Sections below concern terms of service applicable to both Employers and Candidates.

General Rules of User Conduct
It is our goal to make the use of our Site and Services a good experience for all of our users, so You agree not to do any of the following:

• Conduct or promote any illegal activities while using the Site or Services;
• Upload, distribute or print anything that may be harmful to minors;
• Attempt to reverse engineer or jeopardize the correct functioning of the Site, or otherwise attempt to derive the source code of the software (including the tools, methods, processes, and infrastructure) that enables or underlies the Site;
• Attempt to gain access to secured portions of the Site to which You do not possess access rights;
• Upload or transmit any form of virus, worm, Trojan horse, or other malicious code;
• Use the Site or Services to generate unsolicited email advertisements or spam;
• Use any automatic or manual process to search or harvest information from the Site or Services, or to interfere in any way with the proper functioning of the Site and Services; or
• Impersonate another user.

Non-Confidentiality and Security
You understand that information that You submit to us, like job descriptions, are submitted precisely for the purpose of public disclosure in a variety of media and channels, and therefore such information is not subject to any confidentiality obligation. JobFox will use reasonable efforts to maintain the security and integrity of information You provide to us. However, You acknowledge and agree that JobFox cannot fully eliminate security risks and cannot guarantee that unauthorized access to Your information will never occur. If You provide us with any credit card information for payment services though any of our e-commerce offerings, we store such information in an encrypted manner.

Password Security
We believe that personal privacy issues are important, so we developed a Privacy Policy to explain how we collect, use and disclose the personal information of Candidates. We respect the personal privacy of Candidates, and we abide by the terms of our Privacy Policy. The Privacy Policy forms part of our agreement with Candidates, but You understand that the policy is not part of this Agreement. In no event will we have any obligations to You arising under the Privacy Policy or that are inconsistent with our promises to Candidates under our Privacy Policy. For full details, please refer to our Privacy Policy.

Termination
We may change or discontinue the Site or any of the Services at any time without prior notice. We reserve the right to terminate this Agreement at our election and for any reason, without prior notice, and this Agreement will automatically terminate in the event that You violate any of the terms and conditions set forth below. In the event of any termination, You will immediately cease access to the Site, and You agree to promptly pay any outstanding fees owed under this Agreement.

Disclaimers of Warranty
JOBFOX HAS NO CONTROL OVER, AND MAKES NO REPRESENTATIONS OR WARRANTIES REGARDING, THE QUALITY, TRUTH, ACCURACY OR LEGALITY OF THE CONTENT POSTED BY CANDIDATES OR OTHERS. THE SITE, SERVICE, AND CONTENT ARE PROVIDED ON AN "AS IS" AND “AS AVAILABLE” BASIS WITHOUT ANY WARRANTIES OF ANY KIND. JOBFOX DISCLAIMS ALL REPRESENTATIONS AND WARRANTIES, WHETHER EXPRESS OR IMPLIED, ORAL OR WRITTEN, INCLUDING ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, TITLE, QUIET ENJOYMENT, AND SYSTEM INTEGRATION. JOBFOX MAKES NO WARRANTIES ABOUT THE ACCURACY, RELIABILITY, COMPLETENESS, OR TIMELINESS OF THE CONTENT OR SERVICE, OR THAT PROBLEMS WILL BE CORRECTED, OR THAT THE SITE IS FREE OF VIRUSES AND OTHER HARMFUL COMPONENTS.

NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM US THROUGH THE SITE, SERVICES OR OTHERWISE WILL CREATE ANY WARRANTY, REPRESENTATION OR GUARANTEE NOT EXPRESSLY STATED IN THIS AGREEMENT. WE AND OUR AFFILIATES DO NOT MAKE ANY REPRESENTATIONS OR WARRANTIES ABOUT PROTECTION OF YOUR DATA NOR GUARANTEE DATA AVAILABILITY WHATSOEVER. YOU BEAR THE SOLE RESPONSIBILITY AND LIABILITY FOR MAINTAINING BACKUP OR ARCHIVE COPIES OF YOUR DATA AND/OR SUBMISSIONS TO THE SITE.

JOBFOX IS NOT AN EMPLOYMENT AGENCY OR A RECRUITING FIRM, AND MAKES NO REPRESENTATIONS OR GUARANTEES REGARDING THE EFFECTIVENESS OR TIMELINESS OF THE SITE OR THE SERVICE IN MEETING YOUR OBJECTIVES. JOBFOX DOES NOT GUARANTEE ANY RESULTS, AND IS NOT RESPONSIBLE FOR ANY EMPLOYMENT DECISIONS.

Limitations of Liability
YOU ACKNOWLEDGE AND AGREE THAT WE ARE ONLY WILLING TO PROVIDE ACCESS TO THE SITE AND TO PROVIDE THE SERVICES IF YOU AGREE TO CERTAIN LIMITATIONS OF OUR LIABILITY TO YOU AND TO THIRD PARTIES. IN NO EVENT WILL JOBFOX BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY INDIRECT DAMAGES, INCLUDING, WITHOUT LIMITATION, INCIDENTAL AND CONSEQUENTIAL DAMAGES, NOR LOST PROFITS, ARISING IN CONNECTION WITH THE SITE, SERVICES OR THIS AGREEMENT, INCLUDING, FOR EXAMPLE, DAMAGES RESULTING FROM LOST DATA, LOST EMPLOYMENT OPPORTUNITIES, OR BUSINESS INTERRUPTIONS, OR RESULTING FROM THE USE OR ACCESS TO, OR THE INABILITY TO USE OR TO ACCESS, THE SERVICE, SITE, OR THE CONTENT. WE WILL NOT BE LIABLE FOR ANY DAMAGES ARISING FROM THE TRANSACTIONS BETWEEN YOU AND THIRD PARTY MERCHANTS OR FOR ANY INFORMATION APPEARING ON MERCHANT SITES OR ANY OTHER SITE LINKED TO OUR SITE. IN NO EVENT WILL JOBFOX BE LIABLE TO YOU OR ANY THIRD PARTY IN CONNECTION WITH ANY ACT OR OMISSION OF ANY CANDIDATE.

JobFox reserves the right, but has no obligation, to monitor, or take any action JobFox deems appropriate regarding, disputes that You may have with Candidates or other customers of ours. To the extent the law permits, You release us from any claims or liability related to any Content posted on the Site and from claims related to the conduct of any Candidate or other customers of ours. You hereby waive California Civil Code Section 1542 (and any similar provision in any other jurisdiction) which states: “A general release does not extend to claims which the creditor does not know or suspect to exist in his favor at the time of executing the release, which, if known by him must have materially affected his settlement with the debtor.”

THESE LIMITATIONS OF LIABILITY APPLY REGARDLESS OF THE NATURE OF ANY CLAIM, WHETHER BASED ON WARRANTY, CONTRACT, TORT, OR ANY OTHER LEGAL OR EQUITABLE THEORY, AND WHETHER OR NOT JOBFOX IS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

YOU AGREE THAT YOUR SOLE REMEDY FOR ANY CLAIMS ARISING IN CONNECTION WITH THIS AGREEMENT IS TO DISCONTINUE USING THE SITE AND SERVICES. IN THE EVENT THAT A COURT DETERMINES THAT THE PRECEDING SENTENCE IS UNENFORCEABLE, THE AGGREGATE LIABILITY OF JOBFOX TO YOU FOR ALL CLAIMS ARISING IN CONNECTION WITH THIS AGREEMENT WILL NOT EXCEED THE GREATER OF (A) ALL AMOUNTS PAID BY YOU UNDER THIS AGREEMENT WITHIN THE LAST TWELVE (12) MONTHS, AND (B) ONE HUNDRED DOLLARS (U.S. $100.00).

You agree to indemnify us against any damages, liabilities or expenses (such as reasonable attorneys’ fees) that we suffer in connection with Your use of the Service or any Content You post to the Site.

Intellectual Property Issues
You acknowledge and agree that we and our licensors retain ownership of all intellectual property rights of any kind related to the Site and Services, including applicable copyrights, trademarks and other proprietary rights. We are not granting any license to You under any of those intellectual property rights by virtue of this Agreement. “JobFox” is our trademark. Other product and company names that are mentioned on the Site or provided as part of the Services may be trademarks of their respective owners. We reserve all rights that are not expressly granted to You in this Agreement.

As between You and us, You retain any intellectual property rights in any copyrighted materials and trademarks that are contained in Content that You post to the Site. You grant us a non-exclusive, royalty-free, fully paid, worldwide license, under any and all of Your intellectual property rights related to that Content, to the extent necessary for us to provide the Services. You also authorize us to sublicense those rights to our contractors who help us provide the Services.

We respect the intellectual property of others, and we ask You to do the same. If You believe that Your work has been copied in a way that constitutes copyright infringement, please provide our copyright agent (identified below) the following information:

• An electronic or physical signature of the person authorized to act on behalf of the owner of the copyright interest;
• A description of the copyrighted work that You claim has been infringed;
• A description of where the material that You claim is infringing is located on the Site;
• Your address, telephone number, and email address;
• A statement by You that You have a good faith belief that the disputed use is not authorized by the copyright owner, its agent, or the law; and
• A statement by You, made under penalty of perjury, that the above information in Your notice is accurate and that You are the copyright owner or authorized to act on the copyright owner's behalf.

Our copyright agent for notice of claims of copyright infringement on the Site can be reached by directing an e-mail to legal@jobfox.com

Electronic Communications
The communications between You and JobFox use electronic means, whether You visit the Site or send us emails, or whether JobFox posts notices on the Service or communicates with You via email. For contractual purposes, You (a) consent to receive communications from JobFox in an electronic form; and (b) agree that all terms and conditions, agreements, notices, disclosures, and other communications that JobFox provides to You electronically satisfy any legal requirement that such communications would satisfy if it were in a writing. The foregoing does not affect Your non-waivable rights. You may also receive a copy of this Agreement by accessing this Site.

Changes to this Agreement
We may change the terms of this Agreement from time to time on a going-forward basis, and any such modifications become effective immediately upon being posted to the Site. It is Your sole responsibility to check the Site from time to time to view any such changes in the Agreement. If You do not agree to any changes, if and when such changes may be made to the Agreement, You must cease use of the Site. Your use of the Site after any modifications to the Agreement indicates that You agree to such modified Agreement.

General Terms
You and we are independent contracts, and nothing in this Agreement creates a partnership, employment relationship or agency. There are no third-party beneficiaries of this Agreement. You may not assign this Agreement, in whole or in part, to any third party without our prior, written consent, and any attempt by You to do so will be invalid. Should any part of this Agreement be held invalid or unenforceable, that portion will be construed consistent with applicable law and the remaining portions will remain in full force and effect. Our failure to enforce any provision of this Agreement will not be considered a waiver of the right to enforce such provision. Our rights under this Agreement will survive any termination of this Agreement. This Agreement will be governed by the laws of the Commonwealth of Virginia. You agree that the state and federal courts located within the Commonwealth of Virginia will have exclusive jurisdiction over any dispute between You and us. However, You agree that we may seek equitable relief in any jurisdiction when appropriate. This Agreement constitutes the entire and only agreement between You and us, and supersedes all prior or contemporaneous agreements, representations, warranties and understandings that relate to the subject matter of this Agreement.

Last Updated: October 2007