The Service Agreement is an agreement between your company or organization ("You") and CareerScout.com, Inc., a Delaware corporation ("CareerScout").

The Service consists of a browser interface, data transmission, data access and data storage. You are responsible for obtaining and maintaining all computer hardware, software and communications equipment needed to access the Service, and for paying all third-party access charges (e.g., kiosk, ISP, telecommunications) incurred while using the Service. CareerScout makes no guarantees as to the continuous availability of the Service or of any specific feature(s) of the Service. CareerScout reserves the right to change the Service or the Terms of Use at any time with written notice to You.

Subject to the terms of the Service Agreement, CareerScout.com grants to You a personal, nonexclusive, nontransferable license to install and use CareerScout for its lawful use. You are responsible for all activities conducted through its CareerScout account. Software necessary for use of CareerScout may be installed and used under Your immediate control, and may only be used by You and other persons who have agreed to the Terms of Use. You agree that a small insignia stating "Powered by CareerScout" will appear at the bottom of each page on the Service. CareerScout reserves the right to list You on the CareerScout.com web site as a client.

You (and, if applicable, each user accessing the Service by means of an account established by You) will not use the Service in any way for spamming, chain letters, junk mail or distribution lists to any person who has not given specific permission to be included in such. You agree not to transmit, (or, if applicable, to permit any user accessing the Service by means of an account established by You to transmit) through the Service any unlawful, harassing, libelous, abusive, threatening, harmful, vulgar, obscene or otherwise objectionable material of any kind. You will only use the Service for lawful purposes, in compliance with all applicable laws including, without limitations, copyright, trademark, obscenity, and defamation laws. Unlawful activities may include (without limit) storing, distributing or transmitting any unlawful material, attempting to compromise the security of any networked account or site, or making direct threats of physical harm. You hereby agree to defend and indemnify CareerScout against any claim or action that arises from its use of the Service in an unlawful manner or in any manner inconsistent with the restrictions and policies stated herein.

It is CareerScout's policy to respect the privacy of its customers. Nevertheless, CareerScout reserves the right to access and disclose any information, data, graphics, video, sound, files and other content created by, provided by, or accessed by You ("Content") in order to comply with applicable laws and lawful government requests, to operate its business properly, or to protect its customers or itself. This may also include disclosing licensees' names and other registration and identification information. CareerScout reserves the right in its sole discretion, but will not be obligated, to remove any Content from its system. CareerScout will fully cooperate with law enforcement authorities investigating suspected lawbreakers, and reserves the right to report to such authorities any suspect activity of which it becomes aware.

CareerScout reserves the right to contact users of the Service via e-mail or other means to inform them of their account status or changes or alterations to the service, or to inform them about additional offerings of services being provided or contemplated.

You agree to provide CareerScout with truthful, accurate, and complete contact information, including the company’s legal name, street address, e-mail address, and telephone number, and to update this information within 30 days of any change. If the contact information You have provided is false or fraudulent, CareerScout reserves the right to terminate Your access to the Service. You agree to provide CareerScout with accurate billing information and agree to pay CareerScout the then applicable fees (the "Fees").

CareerScout reserves the right to change the Fees or applicable charges and to institute new charges at any time, upon thirty (30) days prior notice to You (which may be sent via e-mail). The Fees will automatically be charged monthly in advance on the 25th day of each month occurring during the subscription. Your CareerScout account will be considered delinquent after the 15^th day of the month and that amount remains unpaid at the beginning of the next accounting cycle. The Services may be suspended, archived or purged from system if account is delinquent for more than one billing cycle. CareerScout may impose a charge to restore archived data from delinquent accounts. Payment by fraudulent means will result in immediate and permanent termination of your account, and possible criminal penalties.

CareerScout may choose to bill through an invoice, in which case, CareerScout must receive full payment for invoices issued in any given month within thirty (30) days after the mailing date of the invoice, or the Service may be terminated. Unpaid delinquent invoices are subject to interest of 1.5% per month on any outstanding balance, or the maximum permitted by law, plus all expenses of collection. This Service Agreement is an annual contract, automatically renewable month to month unless either party requests change or termination. Either party may terminate the Service Agreement by notifying the other party 30 days in advance of the termination date. If You have purchased the Service, You will pay in full for the Service up to and including the last day on which the Service is provided.

To cancel the Service, You must contact CareerScout via e-mail, fax, postal mail or telephone. CareerScout will remove the Content of an account shortly after cancellation. CareerScout may, but is not obligated to, delete archived data, but will not do so until 30 days after the termination of this Agreement. Upon expiration or termination, You will immediately cease all use of the software and any documentation related to CareerScout. Except as otherwise expressly provided herein, all sections of this Agreement which by their nature should survive termination will survive termination including, without limitation, accrued rights to payment, warranty disclaimers, and limitations of liability. Termination is not an exclusive remedy and all other remedies will be available whether or not the license is terminated. Notwithstanding the foregoing, if You are dissatisfied with the Service, the materials available on or through the Service, or with any of CareerScout's terms and conditions, Your sole and exclusive remedy is to discontinue using the Service.

Upon any termination, cancellation and/or suspension of this Agreement, You are responsible for any obligations then accrued including, but not limited to, payment of any costs or charges that may arise in connection with such termination, cancellation and/or suspension, and payment of all monthly subscription and storage fees through the entire billing month in which said termination, cancellation and/or suspension occurs. Your payment and other obligations under this Agreement are not suspended, stayed, or otherwise affected by a suspension of Your access to or use of CareerScout (in whole or in part) where said suspension arises from the failure to comply with, or violation of, the terms of this Agreement or of any law or legal obligation. Upon termination and/or cancellation, for any reason, You agree to immediately cease using CareerScout. CareerScout shall have no obligation to You after any termination or cancellation of this Agreement.

THE SERVICE IS PROVIDED "AS IS" WITHOUT WARRANTY OF ANY KIND, AND CAREERSCOUT DISCLAIMS ALL WARRANTIES, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, MERCHANTABLE QUALITY, FITNESS FOR A PARTICULAR PURPOSE AND NONINFRINGEMENT. SOME STATES DO NOT ALLOW LIMITATIONS ON HOW LONG AN IMPLIED WARRANTY LASTS, SO THE ABOVE LIMITATION MAY NOT APPLY TO SUBSCRIBER. IF PERMITTED BY LAW, CAREERSCOUT'S LIABILITY IS LIMITED TO RESUPPLYING THE SERVICE. CAREERSCOUT DOES NOT REPRESENT OR WARRANT THAT THE SERVICE WILL BE UNINTERRUPTED OR ERROR-FREE, THAT DEFECTS WILL BE CORRECTED, OR THAT THIS SITE OR THE SERVER THAT MAKES IT AVAILABLE, ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. ANY MATERIAL DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE SERVICE IS DONE AT YOUR OWN DISCRETION AND RISK AND THAT YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OF ANY SUCH MATERIAL.

CAREERSCOUT'S TOTAL LIABILITY, IF ANY, WITH RESPECT TO THE SUBJECT MATTER OF THIS SERVICE AGREEMENT (INCLUDING, BUT NOT LIMITED TO, LIABILITY ARISING OUT OF CONTRACT, TORT, STRICT LIABILITY, BREACH OF WARRANTY OR OTHERWISE), WILL BE LIMITED TO THE FEES PAID BY SUBSCRIBER TO CAREERSCOUT FOR THE SERVICE UNDER THIS SERVICE AGREEMENT IN THE 12 MONTHS PRIOR TO THE ACT OF INJURY THAT GAVE RISE TO THE LIABILITY. CAREERSCOUT AND ITS LICENSORS WILL NOT BE LIABLE IN ANY EVENT FOR LOSS OR INACCURACY OF DATA, LOSS OF PROFITS OR REVENUE, OR INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES (INCLUDING, WITHOUT LIMITATION, THE COST OF ANY SUBSTITUTE PROCUREMENT), WHETHER OR NOT FORESEEABLE AND EVEN IF CAREERSCOUT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

You agree to indemnify, hold harmless, and defend CareerScout, and its affiliates, agents, content providers and service providers, against any and all claims, liabilities, damages, costs and expenses (including, but not limited to, consequential damages, incidental damages, special damages, attorneys' fees and disbursements) arising from or relating to Your use of CareerScout in any manner which violates the terms of this Agreement or otherwise violates any law, rule, or regulation.

CareerScout frequently updates, modifies, and otherwise continually seeks to improve the Service. Such changes often dictate that we simultaneously modify our Terms of Use. As such, CareerScout shall have the right to modify these Terms and to change or discontinue any aspect or feature of CareerScout, in either case, as it deems reasonably necessary. Such changes shall be effective immediately upon posting of such addition, change, or deletion. Any use by You of CareerScout after any such change has been posted shall constitute your acceptance of any such changes. If You do not agree with any such changes, You may cancel CareerScout in accordance with the procedures for cancellation set forth in this Agreement. You acknowledge and agree that it is Your responsibility to review these Terms of Use from time to time and to be aware of any such changes.

Notwithstanding anything to the contrary contained herein, the provisions for "Warranty Disclaimer" and "Limitation of Liability" set forth herein are for the benefit of CareerScout and its affiliates, agents, content providers and service providers and each shall have the right to assert and enforce such provisions directly on its own behalf.

CareerScout may, at its election, provide links from CareerScout.com to other World Wide Web sites or resources. Because CareerScout has no control over such sites and resources, You acknowledge and agree that CareerScout is not responsible for the availability of such external sites or resources, and does not endorse and is not responsible or liable for any content, advertising, products, or other materials on or available from such sites or resources. You further acknowledge and agree that CareerScout shall not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with use of or reliance on any such content, goods or services available on or through any such site or resource.

You will choose or be given a password to use in connection with the use of the Service. You are entirely responsible for maintaining the confidentiality of Your password and account (including, if applicable, the passwords and accounts of each user accessing the Service by means of an account established by You). Furthermore, You are entirely responsible for any and all activities that occur under Your account (including, if applicable, the accounts of each user accessing the Service by means of an account established by You), and You shall ensure that the users exit from Your account at the end of each session. You shall notify CareerScout immediately of any unauthorized use of the account (including, if applicable, the passwords and accounts of each user accessing the Service by means of an account established by You) or any other breach of security. CareerScout cannot and will not be liable for any loss or damage arising from your failure to comply with these requirements.

The Service Agreement is between CareerScout and You, and is not for the benefit of any third party, whether directly or indirectly (including, if applicable, any user accessing the Service by means of an account established by You). The failure of either party to exercise in any respect any right provided for herein will not be deemed a waiver of any further rights hereunder. If any provision of the Service Agreement are found to be unenforceable or invalid, that provision will be limited or eliminated to the minimum extent necessary so that the Service Agreement will otherwise remain in full force and effect and enforceable. The Service Agreement is not assignable, transferable or sublicensable by You except with CareerScout's prior written consent. THE SERVICE AGREEMENT WILL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF CALIFORNIA WITHOUT REGARD TO THE CONFLICT OF LAWS PROVISIONS THEREOF. YOU AND CAREERSCOUT AGREE TO SUBMIT TO THE EXCLUSIVE JURISDICTION OF THE COURTS LOCATED IN THE COUNTY OF SAN DIEGO IN THE STATE OF CALIFORNIA. Both parties agree that the Terms of Use and the Service Agreement are the complete and exclusive statement of the mutual understanding of the parties and supersedes and cancels all previous written and oral agreements, communications and other understandings relating to this subject matter, and that all modifications must be in a writing signed by both parties, except as otherwise provided herein. No agency, partnership, joint venture, or employment is created as a result of the Service Agreement and You do not have any authority of any kind to bind CareerScout in any respect whatsoever. In any action or proceeding to enforce rights under these Terms of Use or the Service Agreement, the prevailing party will be entitled to recover costs and attorneys' fees. All notices will be in writing and will be deemed to have been duly given when received, if personally delivered; when receipt is electronically confirmed, if transmitted by facsimile or e-mail; the day after it is sent, if sent for next day delivery by recognized overnight delivery service; and upon receipt, if sent by certified or registered mail, return receipt requested. CareerScout's failure to exercise or enforce any right or provision of these Terms of Use or the Service Agreement shall not constitute a waiver of such right or provision unless acknowledged and agreed to by an authorized representative of CareerScout in writing.