LAST UPDATED: 9/07/03

This Agreement is made between the Company and you, the Site visitor and/or registered user ("you"). We reserve the right at any time to:

• Change the terms and conditions of this Agreement;
• Change the Site, including eliminating or discontinuing any content on or feature of the Site, restricting the hours of availability or limiting the amount of use permitted; or
• Change any fees or charges for use of the Site, including instituting new or increased fees or charges for the use of the Site or any other Site-related services or any feature thereof.

Any changes we make will be effective immediately upon notice, which we may provide by any means including, without limitation, posting on the Site or via electronic mail. Your use of the Site after such notice will be deemed acceptance of such changes. Be sure to review this Agreement periodically to ensure familiarity with the most current version. Upon our request, you agree to sign a non-electronic version of this Agreement.

You must be at least 13 years of age to use the Site.

• Post any inaccurate, untimely, stale, incomplete or misleading information.
• Post any employment opportunity or requirements that are inaccurate or not available with a verifiable company that is directly represented by your office.
• Post any employment opportunities that are not technology-related, or are outside a technology-related field or organization.
• Key code (by overuse of a skill set, term or definition within a job posting, profile, resume or otherwise in an effort to gain priority placement of a posting), copy other job postings as your own, post the same position multiple times on the Site or post multiple positions within one posting.
• Place any contact information within a job posting that is different from or in addition to contact information provided when subscribing to the URSeek service.
• Post any employment opportunity that does not contain a company URL, e-mail address or "apply online" application.
• Resell or make available to any person not expressly licensed by URSeek, whether via phone, fax, e-mail, mail or any other medium, any of the URSeek services or any information obtained therefrom, including without limitation the Hotlist, resumes or candidate information.
• Share passwords, login information or named user identification or otherwise allow multiple offices or users to access the URSeek service on a basis that is other than what was originally subscribed for. A named user is defined as one unique individual user with one unique password. An office is defined as a location where a named user routinely accesses or uses the URSeek service under express license from URSeek.
• Use any search engine, software, tool, agent or other device or mechanism, including without limitation browsers, spiders, robots, avatars or intelligent agents (other than those made available by URSeek on the Site or other generally available third party web browsers, e.g., Netscape Navigator or Microsoft Internet Explorer), to navigate or search the Site.
• Allow job postings or employment requirements to remain posted on the Site for more than 24 hours after they are no longer viable or valid. To the extent that a position is placed on "hold" or is otherwise not available for immediate placement, the posting must be removed from the Site until such time as the position is a viable opening.
• Engage in spamming, flooding, soliciting or mass marketing via e-mail, direct mail, telephone, or otherwise to URSeek job seekers or subscribers.
• Express or imply that any statements you make are endorsed by us.
• Impersonate any person or entity, including, without limitation, a URSeek employee or agent, a user of URSeek's services, including a candidate, placement specialist or an employer, or otherwise misrepresent your affiliation with any person or entity.
• Respond to a job listing on behalf of anyone other than yourself.
• Delete or revise any material posted by any other person or entity.
• Restrict or inhibit any other user from using and enjoying the Site and services, including, without limitation, by means of "hacking" or defacing any portion of the Site.
• Post or transmit (a) any incomplete, false or inaccurate biographical information or information that is not your own accurate resume (i.e., the resume of a living individual seeking employment on a full-time or part-time basis on his or her own behalf); (b) any content or information that is unlawful, fraudulent, threatening, abusive, libelous, defamatory, obscene or otherwise objectionable or harmful, or that infringes on our or any third party's intellectual property or other rights; (c) any advertisements, solicitations, chain letters, pyramid schemes, investment opportunities, or other unsolicited commercial communication; (d) any information or software that contains a virus, worm, Trojan horse or other harmful or disruptive component; (e) any trade secret of any third party; or (f) any material, nonpublic information about companies without the authorization to do so.
• Use the Site for any unlawful commercial, research or information gathering purposes.
• Communicate, send, or place unsolicited e-mail, telephone calls, mailings or other contacts to posting individuals and entities.
• Modify, adapt, sublicense, translate, sell, reverse engineer, decompile or disassemble any portion of the Site.
• Remove any copyright, trademark, or other proprietary rights notices contained in the Site.
• "Frame" or "mirror" any part of the Site.
• Link to any page of or material on the Site other than the URL located at http://www.URSeek.com/.
• Use any robot, spider, site search/retrieval application, or other manual or automatic device or process to retrieve, index, "data mine," or in any way reproduce or circumvent the navigational structure or presentation of the Site or its contents.
• Print out or otherwise copy or use any personally identifiable information about candidates for purposes other than consideration of the candidates for potential employment by your company.

URSeek assumes no responsibility or liability for any personnel selected by your company. Selection, retention or hire of any individual or entity is based solely on your company's investigation, verification and determination that such hire is suitable for your company's purposes.

Your company agrees to and will hold the Company harmless from any claims, damages or losses incurred by your company or any other party as a result of your use of the URSeek system.

You agree to comply with all applicable laws, rules and regulations in connection with your use of the Site and Site-related services.

The Company has no obligation to monitor the Site or Site-related services, including any forum, or any materials that you or other third parties transmit or post on to the Site. However, you acknowledge and agree that the Company has the right (but not the obligation) to monitor the Site and Site-related services, including any forum, and the materials you transmit or post, to alter or remove any such materials (including, without limitation, any posting to the Site), and to disclose such materials and the circumstances surrounding their transmission to any third party in order to operate the Site properly, to protect itself, its sponsors, its registered users and visitors, and to comply with legal obligations or governmental requests. The Company reserves the right to refuse to post or to remove any information or materials, in whole or in part, that it deems in its sole discretion to be unacceptable, offensive or in violation of this Agreement. The Company also reserves the right to prohibit any user who, in the Company's sole discretion, violates the Code of Conduct or other terms of this Agreement from using the Site and related services. Such prohibition may occur without notice to the user.

Communications between the Company and the users of the Site are not confidential.

As part of the registration process, your user name will be your email address and you will be asked to select a password. We may refuse to allow you to use a username that impersonates someone else, may be illegal, may be protected by trademark or other proprietary rights law, is vulgar or otherwise offensive, or may cause confusion, as determined by us in our sole discretion. You will be responsible for the confidentiality and use of your password and agree not to distribute, transfer or resell your use of or access to the Site to any third party. If more than one individual wishes to use a single password belonging to a registered user, such registered user must request permission from the Company in writing, it being understood that the Company shall be under no obligation to approve any such request. If you are a job seeker who has reason to believe that your account with us is no longer secure, you must promptly change your password by updating your account information from the "My URSeek" tab of the Site and immediately notifying us of the problem via email addressed to security@URSeek.com. If you are a customer who has reason to believe that your account with us is no longer secure, you must promptly contact Customer Support via email addressed to support@URSeek.com YOU ARE SOLELY AND ENTIRELY RESPONSIBLE FOR MAINTAINING THE CONFIDENTIALITY OF YOUR USERNAME AND PASSWORD AND SOLELY AND ENTIRELY RESPONSIBLE FOR ANY AND ALL ACTIVITIES THAT ARE CONDUCTED THROUGH YOUR ACCOUNT.

This Agreement constitutes the entire agreement between the parties hereto pertaining to the subject matter hereof, and any and all written or oral agreements heretofore existing between the parties hereto are expressly canceled. This Agreement is not assignable, transferable or sub-licensable by you except with prior written consent. Any heading, caption or section title contained in this Agreement is inserted only as a matter of convenience and in no way defines or explains any section or provision hereof. The Company reserves the right in its sole discretion to terminate the use of the Site by a user at any time.