ACKNOWLEDGMENT AND ACCEPTANCE OF TERMS OF SERVICE

The RecruitersForum E-mail service and the software associated therewith (collectively, the "Service"), is operated by RecruitersForum and is provided to you (the "Member") under the terms and conditions of this RecruitersForum Terms of Service agreement ("ITS") and any operating rules or policies that may be published by RecruitersForum from time to time. The ITS comprises the entire agreement between Member and RecruitersForum and supersedes all prior agreements between the parties regarding the subject matter contained herein.

DESCRIPTION OF SERVICE

RecruitersForum is providing Member with a capability to send and receive electronic mail ("E-mail") via the World Wide Web on RecruitersForum's own system. RecruitersForum will not charge Member for this service. Member must: (1) provide all equipment, including a computer and modem, necessary to establish a connection to the World Wide Web and (2) provide for Member's own access to the World Wide Web and pay any telephone or other connection and service fees associated with such access. Subject to the terms and conditions of the ITS, RecruitersForum grants Member a non-exclusive, non-transferable, limited license to use any software delivered by RecruitersForum to Member for using the Service solely for such purpose and for the term of this agreement.

Member agrees to:
(1) provide certain current, complete, and accurate information about Member as prompted to do so by the Service and
(2) maintain and update this information as required to keep it current, complete and accurate. All information requested on original sign up shall be referred to as registration data ("Registration Data"). Member grants RecruitersForum the right to disclose to their parties certain Registration Data about Member and Service membership in the aggregate; however such disclosures shall exclude Member-specific name, mailing address, E-mail address, account and phone number information unless:
(1) Member expressly agrees such information may be disclosed, or (2) RecruitersForum is required to disclose such information by any applicable law, agency, or legal process.

If any information provided by Member is inaccurate, RecruitersForum retains the right to terminate Member's membership and rights to use the Service.

MODIFICATIONS TO TERMS OF SERVICE

RecruitersForum may change the terms and conditions of the ITS from time to time. Upon any change in the terms and conditions of the ITS, RecruitersForum will notify Member by posting the changes as a start-up screen prior to Member's subsequent use of the Service. Member's continued use of the Service constitutes an affirmative acknowledgment by Member of the ITS, including without limitation any modifications or changes thereto.

MODIFICATIONS TO THE SERVICE

RecruitersForum reserves the right to modify or discontinue the Service, or any portion thereof, with or without notice to Member. RecruitersForum shall not be liable to Member or any third party should RecruitersForum exercise its right to modify or discontinue the Service.

RECRUITERSFORUM PRIVACY POLICY

RecruitersForum will not monitor, edit, or disclose the contents of a Member's private communications unless required to do so by law or in the good faith belief that such action is necessary to: (1) conform to law, judicial or agency order or other like instructions; (2) protect and defend the rights or property of RecruitersForum (3) act under exigent circumstances to protect the personal or informational safety of its members or the public; or (4) as RecruitersForum determines is reasonably necessary for the maintenance of the Service.

MEMBER ACKNOWLEDGES AND AGREES THAT RECRUITERSFORUM DOES NOT ENGAGE IN MONITORING OR EXERCISING EDITORIAL CONTROL OVER ANY MESSAGES SENT OVER THE SERVICE AND THAT RECRUITERSFORUM SHALL NOT BE LIABLE FOR FAILURE TO SO MONITOR OR EDIT. Member acknowledges and agrees that RecruitersForum neither endorses the contents of any Member communications nor assumes responsibility for any threatening, libelous, obscene, harassing or offensive material contained therein, any infringement of third party intellectual property rights arising therefrom or any crime facilitated thereby. Member acknowledges and agrees that certain technical processing of E-mail messages and their content may be required to: (1) send and receive messages; (2) conform to connecting networks' technical requirements; (3) conform to the limitations of the Service; or (4) conform to other similar requirements. Member acknowledges that such processing and alteration are automated and do not constitute the exercise of editorial control over the messages or the monitoring of message content.

MEMBER ACCOUNT, PASSWORD, AND SECURITY

Member is entirely responsible for maintaining the confidentiality of Member's password and account. Furthermore, Member is entirely responsible for any and all activities, which occur under Member's account and agrees to indemnify, defend, and hold harmless RecruitersForum for any liability or expense arising from such use or misuse. Member agrees to immediately notify RecruitersForum of any unauthorized use of Member's account or any other breach of security known to Member. Member may change his or her password by following instructions on the System; Member may also set up a new account and close an old one in accordance with directions on the System.

DISCLAIMER OF WARRANTIES

MEMBER EXPRESSLY AGREES THAT USE OF THE SERVICE IS AT MEMBER'S SOLE RISK. THE SERVICE IS PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS. RECRUITERSFORUM MAKES NO WARRANTY THAT THE SERVICE WILL MEET MEMBER'S REQUIREMENTS, OR THAT THE SERVICE WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR FREE; NOR DOES RECRUITERSFORUM MAKE ANY WARRANTY AS TO THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SERVICE OR AS TO THE ACCURACY OR RELIABILITY OF ANY INFORMATION OBTAINED THROUGH THE SERVICE OR THAT DEFECTS IN THE SERVICE WILL BE CORRECTED. RECRUITERSFORUM EXPRESSLY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF TITLE, MERCHANTABILITY, and FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT.

MEMBER UNDERSTANDS AND AGREES THAT ANY MATERIAL AND/OR DATA DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE SERVICE IS DONE AT MEMBER'S OWN DISCRETION AND RISK AND THAT MEMBER WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO MEMBER'S COMPUTER SYSTEM OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OF SUCH MATERIAL AND/OR DATA.

RECRUITERSFORUM MAKES NO WARRANTY REGARDING ANY GOODS OR SERVICES PURCHASED OR OBTAINED THROUGH THE SERVICE OR ANY TRANSACTIONS ENTERED INTO THROUGH THE SERVICE. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY MEMBER FROM RECRUITERSFORUM BY WESTECH OR THROUGH THE SERVICE SHALL CREATE ANY WARRANTY NOT EXPRESSLY MADE HEREIN.

SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES, SO SOME OF THE ABOVE EXCLUSIONS MAY NOT APPLY TO MEMBER.

LIMITATION OF LIABILITY

RECRUITERSFORUM WILL NOT BE LIABLE FOR ANY LOSS OF USE, INTERRUPTION OF BUSINESS, OR ANY INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES OF ANY KIND (INCLUDING LOST PROFITS) REGARDLESS OF THE FORM OF ACTION WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT PRODUCT LIABILITY, OR OTHERWISE, EVEN IF RECRUITERSFORUM HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. SOME JURISDICTIONS DO NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES SO SOME OF THE ABOVE LIMITATIONS MAY NOT APPLY TO MEMBER.

NO RESALE OR COMMERCIAL USE OF THE SERVICE

Member's right to use the Service is personal to Member. MEMBER MAY ONLY BE AN INDIVIDUAL: Member may not be a corporation or other business entity. Member agrees not to resell or make any commercial use of the Service, without the express consent of RecruitersForum.

E-MAIL MESSAGE STORAGE AND OTHER LIMITATIONS

RecruitersForum assumes no responsibility for the deletion or failure to store, deliver, or timely delivery E-mail messages. RecruitersForum has set no fixed upper limit on the number of messages a Member may send or receive through the Service; however, RecruitersForum retains the right, at RecruitersForum's sole discretion, to determine whether or not Member's conduct is consistent with the letter and spirit of the ITS and may terminate Service if a Member's conduct is found to be inconsistent with the ITS. RecruitersForum reserves the rights to set limits on number of messages or their storage requirements.

MEMBER CONDUCT

Member is solely responsible for the contents of his or her transmissions through the Service. Member's use of the Service is subject to all applicable local, state, national and international laws and regulations.

Member agrees: (1) to comply with US law regarding the transmission of technical data exported from the United States through the Service; (2) not to use the Service for illegal purposes; (3) not to interfere or disrupt networks connected to the Service; and (4) to comply with all regulations, policies and procedures of networks connected to the Service.

The Service makes use of the Internet to send and receive certain messages; therefore, Member's conduct is subject to Internet regulations, policies and procedures. Member will not use the Service for chain letters, junk mail, spamming or any use of distribution lists to any person who has not given specific permission to be included in such a process.

Member agrees not to transmit through the Service any unlawful, harassing, libelous, abusive, threatening, harmful, vulgar, obscene or otherwise objectionable material of any kind or nature. Member further agrees not to transmit any material that encourages conduct that could constitute a criminal offense, give rise to civil liability or otherwise violate any applicable local, state, national or international law or regulation. Attempts to gain unauthorized access to other computer systems are prohibited.

Member shall not interfere with another Member's use and enjoyment of the Service or another entity's use and enjoyment of similar services.

RECRUITERSFORUM MAY, AT ITS SOLE DISCRETION, IMMEDIATELY TERMINATE SERVICE SHOULD MEMBER'S CONDUCT FAIL TO CONFORM WITH THESE TERMS AND CONDITIONS OF THE ITS.

INDEMNIFICATION

Member agrees to indemnify and hold RecruitersForum, its parents, subsidiaries, affiliates, officers and employees, harmless from any claim or demand, including reasonable attorneys' fees, made by any third party due to or arising out of Member's use of the Service, the violation of this ITS by Member, or the infringement by Member, or other user of the Service using Member's computer, of any intellectual property or other right of any person or entity.

TERMINATION

Either Member or RecruitersForum may terminate the Service with or without cause at any time and effective immediately. Termination shall be accompanied by a written notice to the other party. RecruitersForum shall not be liable to Member or any third party for termination of Service. Should Member object to any terms and conditions of the ITS or any subsequent modifications thereto or become dissatisfied with the Service in any way, Member's only recourse is to immediately: (1) discontinue use of the Service; (2) terminate Service membership; and (3) notify RecruitersForum of termination.

Upon termination of the Service, Member's right to use the Service and Software immediately ceases. Member shall have no right and RecruitersForum will have no obligation thereafter to forward any unread or unsent messages to Member or any third party.

NOTICE

All notices to a party shall be in writing and shall be made either via E-mail or conventional mail. RecruitersForum may broadcast notices or messages through the Service to inform Member of changes to the ITS, the Service, or other matters of importance; such broadcasts shall constitute notice to Member.

PARTICIPATION IN PROMOTIONS OF ADVERTISERS

Member may enter into correspondence with or participate in promotions of the Advertisers showing their products on the Service. Any such correspondence or promotions, including the delivery of and the payment for goods and services, and any other terms, conditions, warranties or representations associated with such correspondence or promotions, are solely between the corresponding Member and the Advertiser. RecruitersForum assumes no liability, obligation or responsibility for any part of any such correspondence or promotion.

PROPRIETARY RIGHTS TO CONTENT

Member acknowledges that content, including but not limited to text, software, music, sound, photographs, video, graphics or other material contained in either sponsor advertisements or E-mail-distributed, commercially produced information presented to Member by the Service ("Content") by RecruitersForum's suppliers, is protected by copyrights, trademarks, service marks, patents or other proprietary rights and laws; therefore, Member is only permitted to use this Content as expressly authorized by the Service or the Advertiser. Member may not copy, reproduce, distribute, or create derivative works from this Content without expressly being authorized to do so by the Service or the Advertiser. Except as expressly permitted by law, Member agrees not to disassemble or otherwise reverse engineer any of the software of the Service for any reason, or permit any third party to do so.

GENERAL

This Agreement shall for all purposes be governed by and interpreted in accordance with the laws of the State of California as those laws are applied to contracts entered into and to be performed entirely in California by California residents. Any suit or proceeding arising out of or relating to this Agreement shall be commenced in a federal court in the Northern District of California or in state court in Santa Clara County, California, and each party irrevocably submits to the jurisdiction and venue of such courts.

No right may be assigned, and no duty may be delegated, by either party under this Agreement except upon the written consent of the other party and any attempted assignment and delegation without such consent shall be void and without effect. Notwithstanding the foregoing, however, RecruitersForum shall be entitled to assign this agreement, and all rights and obligations hereunder, to a successor to all or substantially all of its assets, whether by sale, merger or otherwise. This Agreement shall be binding upon and shall inure to the benefit of the parties hereto and their respective representatives, heirs, administrators, successors and permitted assigns except as otherwise provided herein.

If any provision(s) of the ITS is held by a court of competent jurisdiction to be contrary to law, then such provision(s) shall be construed, as nearly as possible, to reflect the intentions of the parties with the other provisions remaining in full force and effect. In the event any provision of this Agreement is held to be invalid or unenforceable, the valid or enforceable portion thereof and the remaining provisions of this Agreement will remain in full force and effect.

Any waiver (express or implied) by either party of any breach of this Agreement shall not constitute a waiver of any other or subsequent breach. No provision of the Agreement will be waived by any act, omission or knowledge of a party or its agents or employees except by an instrument in writing expressly waiving such provision and signed by a duly authorized officer of the waiving party. Member and RecruitersForum agree that any cause of action arising out of or related to this Service must commence within one (1) year after the cause of action arose; otherwise, such cause of action is permanently barred.