Last Updated November 24, 2006

Welcome to Jobvite the online job networking and hiring management service of Jobvite, Inc. (“Jobvite”). Jobvite provides this web site located at www.jobvite.com (“Site”) and all Site-related services, subject to your compliance with the Terms of Use set forth below. Please read this Terms of Use (the “Terms of Use”) agreement carefully before using the Site. By using the Site, you agree to be bound by the Terms of Use. If you do not agree to these Terms of Use, please do not use this Site.

YOU AGREE THAT JOBVITE, INC. AND ITS LICENSORS MAY MAKE CHANGES TO THE SERVICES OFFERED ON THIS SITE, AT ANY TIME WITHOUT NOTICE, AND YOU FURTHER AGREE THAT JOBVITE, INC. CAN REVISE THESE TERMS OF USE FOR THE SITE AND SERVICES AT ANY TIME WITHOUT NOTICE BY POSTING AN UPDATED TERMS OF USE ON THE SITE. YOU AGREE THAT YOUR CONTINUED USE OF THE SITE AND/OR THE SERVICES AFTER SUCH MODIFICATIONS HAVE BEEN POSTED CONSTITUTES YOUR ACCEPTANCE OF SUCH REVISED TERMS WHETHER OR NOT YOU HAVE REVIEWED SUCH CHANGES. FOR THIS REASON, YOU SHOULD CHECK THE TERMS OF USE POSTED ON THE SITE PERIODICALLY FOR UPDATES AND CHANGES.

These Terms of Use comprise a legal contract between you (“Member” or “you”) and Jobvite, Inc. (“we” “us” and/or “Jobvite”) and sets forth the terms and conditions governing your access to, and use of, the Jobvite web site located at www.jobvite.com (“Site”) and the online job networking and hiring management services available on the Site (the “Services”). This Site and the Services are intended for use by individuals looking for employment, individuals helping their connections find employment and for employers or recruiters seeking candidates for employment.

License

Subject to (1) the terms and conditions of these Terms of Use (including, without limitation, compliance with all restrictions, prohibitions and obligations contained herein), and (2) payment by Member of all required membership fees “Membership Fees”), Jobvite grants Member a non-exclusive, non-transferable, non-assignable right and license to (a) access the Site and use the Services, including, without limitation, to search and access the Data posted and consented to by other Members, solely for your own personal and/or internal business purposes, (b) to input your data and information (“Member Data”) into the system, as such relates to your use of the Site and Services and (c) forward Job Posting to third parties in accordance with the Jobvite™ functionality described below.

Restrictions and Member Obligations

The Site and Services shall only be used by you for your personal and/or internal business purposes, and you agree to use reasonable efforts to ensure that the information and data (“Data”) available through the Site and Services is not distributed to any third party, other than other Members, except as expressly permitted under the Jobvite function described below. Except as expressly authorized in these Terms of Use, Member shall not rent, lease, sublicense, distribute, transfer, copy, reproduce, display, modify or timeshare the Data or Services or any portion thereof, or use such as a component to any products or services prepared for commercial sale, sublicense, lease, access or distribution outside the Member's organization, or prepare any derivative work based on the Site and/or Services. Member shall not allow any third party or computer system (other than other Members) to access or use the Services. Member agrees not to disclose the results of any testing or benchmarking of the Services to any third parties, without Jobvite's prior written permission. Jobvite reserves all rights not expressly granted to Member. Member agrees to take all reasonable steps to protect the Data and Services accessed on the Site from unauthorized access, copying or use.

Jobvite. Subject to the terms and conditions of these Terms of Use, Members may forward job opportunities that have been posted on the Site and/or Service (“Job Postings”) to individual non-Member third parties through the Jobvite functionality available as a function of the Service provided that Job Postings are distributed solely through the Jobvite functionality and (1) only to individuals that have a preexisting relationship to the Member and (2) only for the purpose of alerting such individuals of Job Postings that may be of interest to them. Members are expressly prohibited from forwarding Job Postings to professional recruiters or use such Job Postings for any commercial purpose (such as in the operation of a professional recruiting service). Members are expressly prohibited from forwarding Job Postings to any group or mass distribution list or otherwise in violation any state or federal laws, including, without limitation, the federal CAN SPAM Act of 2003.

Members must be eighteen (18) years old or older to register as a Member or access the Site and/or Services. You represent and warrant that you are at least eighteen (18) years of age. If you are registering on behalf of your employer or other entity (an “Entity”), you represent and warrant that you are authorized to represent the entity and have the power to bind the Entity to the obligations of these Terms of Use.

You are prohibited from taking any action to violate or attempt to violate the security and access control provisions of the Site and the Services. Such prohibited conduct includes, without limitation, any efforts to (a) log in with a Password not assigned to you, (b) access Data not intended for you, (c) test the security measures on the Site and/or attempt to identify system vulnerabilities, (d) impersonate any other Member or forge any of the header information in any posting or tamper with the TCP/IP packet header, (d) modify, reverse engineer, disassemble, decompile or otherwise attempt or allow others to attempt to discover the underlying computer code for the Site and/or the Services, or (f) overwhelm or disable the Site or the Services or interfere with the access and use of the Site and/or the Services by any Member. If Jobvite becomes aware of any of the foregoing activities, Jobvite will investigate and may respond, and when appropriate, Jobvite may work with law enforcement authorities in such investigations and for the purpose of prosecuting offenders. Your continued use of the Site and the Services is expressly conditioned on your compliance with the preceding prohibitions and with the obligations and restrictions. Without limiting the generality of forgoing, you acknowledge that Jobvite expressly prohibits and you agree that you will not:

• Provide any false or misleading information about your identity, employment history, experience, or any other information provided by you to Jobvite or any other Member in relation to your use of or access to the Site and/or Services;
• Post any false or inaccurate Data or information;
• Use the Services and/or the Site to violate any applicable law or regulation, including, without limitation, the infringement of any copyright, trademark, trade secret or other intellectual property right of others, or violate the privacy or publicity rights of any other person.
• Post any Data or information that is abusive, defamatory, discriminatory, hateful, obscene, threatening, or otherwise objectionable.
• Harass, stalk, or otherwise subject any Member to unwanted and/or inappropriate contact.
• Remove any copyright, trademark, service mark or any other proprietary rights notification contained in any materials that you access pr copy via the Site or the Services.
• Post any position or business opportunity which requires payment from the applicant or requires recruitment of other individuals, sub-distributors or sub-agents such as a multilevel marketing scheme, pyramid scheme, franchise or distributorship arrangement.
• Use the Site, Services and/or Data for any purpose other than to identify employment opportunities for yourself or to identify prospective employees for Member's employment opportunities.
• Sending unsolicited mail or e-mail, making unsolicited phone calls or sending unsolicited faxes regarding Promote and/or advertise any products or services either by directly posting on the Site or within the Services or by making unsolicited contact with any Member via email, telephone, postal mail, or any other method of communication.
• Make any changes, additions and/or deletions to any Data posted by any Member with out the express written authorization of such Member.
• Take any action that imposes an unreasonable or disproportionately large burden on Site's infrastructure.
• Include any hyperlinks or any misleading, irrelevant and/or hidden keywords in any Data posted by you.
• Frame or link to the Site of any of the content or information available from the Site unless Jobvite expressly consents to such linking and/or framing.
• Intentionally expose the Site and/or Service to any computer virus or any other program or code intended to disrupt or disable to operations of the Site and/or Service;
• Use any robot, spider or other program or device to retrieve or index any portion of the Jobvite Site;
• Harvest or otherwise collect information about other Members for any purpose other than use of the Site and/or Services as expressly permitted herein.

The foregoing list of prohibitions is illustrative and is not intended to be complete or exclusive. Jobvite reserves the right to terminate this Terms of Use and prohibit your access to the Site and/or Services for any action that Jobvite, in its sole judgment, determines to be inappropriate or disruptive to the Site, Services or to any Member.

The foregoing prohibitions do not impose on Jobvite, and Jobvite does not assume, any obligation to monitor or remove any Data or other information or communication submitted by you or any other Member. You hereby acknowledge and agree that you may be exposed to content that may be offensive or objectionable to you. Your access to the Site and Services is undertaken at you own risk and Jobvite is not responsible for any offensive or otherwise objectionable materials that may be posted by any third party.

Registration and Password Protection

Prior to gaining access to the Services on the Site, Jobvite will require Members to set up a user name and password (the “Password(s)”) as set forth in the registration procedures posted on the Site. You agree to comply with the procedures specified by Jobvite from time to time regarding obtaining and updating Passwords for the Site and Services. You agree to assume sole responsibility for the security of Passwords issued to you. Passwords are subject to cancellation or suspension by Jobvite at any time, including upon the misuse of any and the reissuance or reactivation of Passwords shall be subject to Jobvite' standard license fees. You agree to ensure that you will use your best efforts to prevent any third party from obtaining your Password, and you shall inform Jobvite immediately in writing of any actual or potential unauthorized access to a Password or to the Site and/or Services.

Performance and Maintenance of Site

You acknowledge and agree that the Site and/or Services may contain bugs, defects and errors and that the Site and Services are not expected to function without error or interruption. You acknowledge that Jobvite will perform maintenance on the Site and/or Services as required from time to time and, therefore, you may be unable to access the Site and/or Services during such periods. Jobvite is not responsible for maintaining the integrity and/or continuity of your Data. You are responsible for keeping copies of your Data to protect against loss of such Data. Jobvite will not backup or otherwise protect your Data from loss or destruction. Jobvite is under no obligations to make any changes or modifications to the Site or Services suggested by you. Jobvite reserves the right in its sole determination, to modify or eliminate any features of functionality of the Site and/or Services at any time.

Membership Fees

In order for you to have access to the Site and Services, you will be required to register for the Service and make payment to Jobvite of the then-current Membership Fee, if applicable. Membership Fees are nonrefundable. Upon any failure to make payment of all applicable fees when due, these Terms of Use and your access to the Services shall automatically terminate as set forth below.

Privacy Policy

You acknowledge that the data provide by you and other Members may be of a sensitive and personal nature. The use of all personally identifiable information posted to the Site is governed by forum job's privacy policy (“Privacy Policy”) available at Privacy Policy, which may be revised and updated from time to time. You agree to read and abide the policies and procedures of the Privacy Policy currently in effect whenever you access the Site and/or Services. When you contact other Members and voluntarily provide personal information or otherwise or authorize other member to access your personal information, Jobvite cannot control how others may use the information that you provide. Always use caution when providing your personal information to others.

Proprietary Rights

All right, title and interest worldwide in the intellectual property contained in the Site, including all Services (both text and graphics), layout, design and programming and the Services provided on the Site are the sole and exclusive property of Jobvite and/or its suppliers. You acknowledge and agree that no title to the intellectual property embodied in the Site or Services is transferred to you and you will not acquire any rights to the Site and Services except for the license as expressly set forth herein. Jobvite reserves all rights not expressly granted hereunder, there are no implied rights.

Jobvite and the Jobvite logos displayed on the Site and/or Services are either trademarks or registered trademarks of Jobvite. The names and/or logos of any other companies, services and/or products appearing on the Site or in connection with the Services may be the trademarks of their respective owners.

Any and all ideas, suggestions, modifications and the like provided by you with respect to the Site and Services (“Supportive Information”) will be the property of Jobvite. You hereby assign to Jobvite all right, title and interest worldwide in such Supportive Information and any related intellectual property rights and you agree to assist Jobvite, at Jobvite' expense, in perfecting and enforcing any such rights.

Subject to the terms and conditions of the Jobvite Privacy Policy (as described above) when you submit Data and/or post communications on the Site and/or to the Services (collectively the “Member Submissions”), you grant to Jobvite and its affiliates and sublicensees, a irrevocable, perpetual, royalty-free, worldwide right (including moral rights) and license to use, reproduce, modify, display, distribute and create derivative works of, the Member Submissions, in whole or in part, and to incorporate the Member Submissions into other works in any media and utilizing any technology now known or later developed. Member warrants that you have all rights, and no third party has retained any such rights, (including Moral Rights) in and to the Member Submissions.

Operating Instructions

Operating instructions for access to and use of the Services may be made available to Members in electronic form on the Site. You may download and print such operating instructions, if available, solely for your personal use, and you may not modify or distribute such operating instructions except as expressly authorized by Jobvite by separate written agreement.

Third Party Content and Links to Third Party Web Sites

Certain information and content available on the Site is provided by third parties to Jobvite (“Third Party Content”). The Third Party Content is, in each case, the copyrighted work of the creator/licensor. You agree to only display the Third Party Content on your personal computer solely for your personal or internal business use. You acknowledge and agree that you have no right to download, cache or display any of the Third Party Content except as set forth in this paragraph. You further acknowledge and agree that you have no right to reproduce, modify, edit, alter or enhance any of the Third Party Content in any manner.

This Site may be linked to other web sites on the World Wide Web or Internet that are not under the control of or maintained by Jobvite. Such links do not constitute an endorsement by Jobvite of those web sites. You acknowledge that Jobvite is providing these links to you only as a convenience, and further agree that Jobvite is not responsible for the content of such web sites. Your use of other web sites is subject to the terms of use and privacy policies located on the linked web sites.

Warranty Disclaimer

You acknowledge and agree that (a) any collection and compilation of data entails likelihood of some human and machine errors, omissions, delays, interruptions, and losses, including inadvertent loss of data or damage to media, which may give rise to loss or damage, (b) Jobvite does not represent or guarantee that the Member Data and the content of any posting made to the Site and/or Services by Members or any third party are accurate, reliable, complete, timely or truthful, and (c) Jobvite does not guarantee any particular results from your use of the Site and/or Services. Accordingly, you agree that JOBVITE PROVIDES THE SERVICES “AS IS” WITHOUT ANY WARRANTY OF ANY KIND. JOBVITE DOES NOT ENDORSE ANY DATA CONTAINED IN THE SERVICES OR ON THE SITE OR WARRANT THAT THE SERVICES OR THE SITE OR ACCESS THERETO WILL BE ERROR FREE, CURRENT OR UNINTERRUPTED OR THAT ALL ERRORS CAN OR WILL BE CORRECTED. JOBVITE MAKES NO REPRESENTATIONS OR WARRANTIES WITH RESPECT TO THE ACCURACY OF THE DATA OR THE PERFORMANCE OF THE SERVICES, EXPRESS OR IMPLIED, AND JOBVITE EXPRESSLY DISCLAIMS ALL OTHER WARRANTIES, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF NON-INFRINGEMENT, MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.

YOUR RELIANCE ON ANY DATA, COMMUNICATION OR OTHER POSTING ON THE SITE OR IN CONNECTION WITH THE SERVICES BY ANY MEMBER OR ANY OTHER THIRD PARTY IS ENTIRELY AT YOUR OWN RISK. YOU HEREBY RELEASE Jobvite FROM ALL CLAIMS, DEMANDS AND DAMAGES THAT MAY ARISE FROM OR RELATE TO ANY DATA OR CONTENT POSTED BY ANY THIRD PARTY TO THE SITE OR IN CONNECTION WITH THE SERVICES, WHETHER OR NOT Jobvite WAS AWARE OF THE POSSIBILITY OF SUCH CLAIM, DEMAND OR DAMAGES. IF YOU ARE A CALIFORNIA RESIDENT, YOU WAIVE ALL RIGHTS UNDER CALIFORNIA CIVIL CODE §1542 WHICH STATES THAT “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.”

Limitations of Liability

YOU AGREE THAT IN NO EVENT WILL JOBVITE OR ITS LICENSORS BE LIABLE FOR THE RESULTS OF YOUR USE OF THE SITE OR SERVICES, YOUR INABILITY OR FAILURE TO CONDUCT YOUR BUSINESS, OR FOR ANY SPECIAL, INCIDENTAL, CONSEQUENTIAL, INDIRECT OR PUNITIVE DAMAGES EVEN IF JOBVITE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE CUMULATIVE LIABILITY OF JOBVITE AND ITS LICENSORS TO YOU FOR ALL CLAIMS ARISING UNDER THESE TERMS OF USE, WHETHER IN CONTRACT OR TORT, INCLUDING NEGLIGENCE, SHALL NOT EXCEED THE GREATER OF THE TOTAL AMOUNT OF ALL FEES PAID TO JOBVITE HEREUNDER DURING THE TWELVE (12) MONTH PERIOD PRECEDING THE IMPOSITION OF LIABILITY OR FIFTY DOLLARS ($50) (U.S.A.).

Indemnification by Member

You shall defend, indemnify and hold harmless Jobvite, its officers, directors, employees and agents, at your expense, from any claim, suit, proceeding or loss, damages, cost or expenses (including reasonable accounting and attorneys' fees) or liability of any kind (including reasonable attorney and accounting fees) (including, without limitation, from your negligence) of you and any third parties resulting from, arising out of, or related to (a) your use of the Site and/or Services (including, without limitation, the unauthorized use of a Password caused by your negligence), (b) any Member Submissions, (c) your use of any Data or content on the Site, or (d) your breach of these Terms of Use. You obligation to indemnify Jobvite is subject to (i) Jobvite providing prompt notice of any such claim, suit, proceeding or loss, damages or liability that Jobvite becomes aware of and (ii) Jobvite agreement to assist you in the defense of any such claim, suit or proceeding, at your request and sole expense.

Term

These Terms of Use commence upon the date you click “I Accept” and will continue until terminated under the terms of your Subscription Agreement. Upon the termination, you will no longer have access to the Site or the Services.

Termination

You may terminate these Terms of Use at any time with cause or with no cause, effective immediately upon notice to Jobvite. Jobvite may terminate these Terms of Use and your license and/or remove your postings from the Site and/or Services with cause or without cause, effective immediately upon written notice to you. Upon termination you shall immediately cease to access the Site and/or Services and use any Data obtained through your use of the Site and/or Services.

The rights and obligations contained in the paragraphs labeled “Proprietary Rights, Third Party Content and Links to Third Party Web Sites, Confidential Information, Warranty Disclaimer, Limitation of Liability, Indemnification by Member, Termination, and General Provisions shall survive any termination of these Terms of Use.

Copyright Agents

Jobvite RESPECTS THE INTELLECTUAL PROPERTY OF OTHERS, AND WE ASK OUR MEMBERS TO DO THE SAME. IF YOU BELIEVE THAT YOUR WORK HAS BEEN COPIED ON THE SITE IN A WAY THAT CONSTITUTES COPYRIGHT INFRINGEMENT AND APPEARS ON OUR SITE, PLEASE PROVIDE OUR COPYRIGHT AGENT WITH THE FOLLOWING INFORMATION:

1. an electronic or physical signature of the person authorized to act on behalf of the owner of the copyright interest;
2. a description of the copyrighted work that you claim has been infringed;
3. a description of where the material that you claim is infringing is located on the Site;
4. your address, telephone number, and email address;
5. 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;
6. 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.

Notices of claimed copyright infringement should be directed to:

By mail:
Jobvite, Inc.
Attention: Copyright Agent
2 Shaw Alley
San Francisco, CA 94105

By phone: (415) 946-3660
By email: copyright@jobvite.com
(Please include “Notice of Infringement” in the subject line.)

General Provisions

You may not assign any of your rights or delegate any of your obligations under these Terms of Use to any third party without the express written consent of Jobvite. Use and access to the Site and/or the Services may not be lawful outside of the United States. Either party shall be excused from any delay or failure in performance hereunder (except for obligations relating to the payment of fees hereunder) caused by reason of any occurrence or contingency beyond its reasonable control, including but not limited to, acts of God, earthquake, labor disputes and strikes, riots, war, epidemics, quarantine restrictions, freight embargoes, and governmental requirements. You are not authorized to access the Site or the Services from outside the United States and you assume all risk and responsibilities associated with any such access from any foreign jurisdiction. These Terms of Use will be governed by and construed according to the laws of the State of California, without regard to conflicts of law principles. No waiver will be implied from conduct or failure to enforce rights. No joint venture, partnership, employment, or agency relationship exists between you and Jobvite as a result of this agreement or use of the Site and/or Services. No waiver will be effective unless in a writing signed on behalf of the party against whom the waiver is asserted. If any part of these Terms of Use is found invalid or unenforceable, that part will be enforced to the maximum extent permitted by law and the remainder of these Terms of Use will remain in full force. These Terms of Use represents the entire agreement between the parties relating to its subject matter and supersedes all prior representations, discussions, negotiations and agreements, whether written or oral. These Terms of Use may be amended or supplemented only by a writing that refers explicitly to these Terms of Use and that is signed by an authorized representative on behalf of both parties.