YOU SHOULD CAREFULLY READ THE FOLLOWING TERMS AND CONDITIONS BEFORE APPLYING REGISTERING AT Recruiter.Com. BY APPLYING FOR MEMBERSHIP IN Recruiter.Com, YOU ARE INDICATING YOUR AGREEMENT TO BE GOVERNED BY THIS MEMBER AGREEMENT.

Member Agreement:

1. Recruiter.com is provided by Recruiter.com ("Recruiter.com" or "we") to you ("Member" or "you") subject to the terms and conditions contained in this Member Agreement. Additional terms and conditions of third party content providers and Internet access providers to Recruiter.com governing your use of content or services provided by such providers are found elsewhere in Recruiter.com, including but not limited to terms and conditions governing use of the Lexis-Nexis "Tell Me More" service, and are incorporated herein as terms and conditions of this Member Agreement.

2. Recruiter.com and its third party content and internet access providers reserve the right to modify the terms and conditions of this Member Agreement at any time. Notification of changes in service will be posted on Recruiter.com.

3. If this Member Agreement or any future changes are unacceptable to you, or cause you to no longer be in compliance with this Member Agreement, you may cancel your membership by sending an email message to feedback@recruiter.com. You must include your name, company, and email address. Your continued use of Recruiter.com now, or following the posting of notice of any changes in the terms and conditions of this Member Agreement, will constitute a binding acceptance by you of such changes or modifications. Upon termination, you will receive an automated confirmation via e-mail that the request was received, and your access will be suspended within 48 hours. Recruiter.com may, in its sole discretion, terminate or suspend your access to all or part of Recruiter.com for any reason, including, without limitation, breach of the Member Agreement, or assignment of the Member Agreement by you.

4. Recruiter.com is provided free of charge to qualified Members. Recruiter.com reserves the right to determine and modify qualification criteria. Membership candidates must complete the on-line registration form. Acceptance is at Recruiter.com's sole discretion. Recruiter.com may cancel your membership at any time for any reason. You shall provide Recruiter.com with accurate, complete, and updated membership qualification information. Failure to do so shall constitute a breach of this Member Agreement, which may result in immediate termination of your membership.

5. Recruiter.com provides advertisers whose Recruiter.Com content areas are visited with demographic reports that include Members' names, registration profiles and usage patterns. To opt out of this tracking mechanism, e-mail feedback@recruiter.com, including the phrase "opt out" in the subject line. You must include your name, company, and email address.

6. Recruiter.com may change, suspend or discontinue any aspect of Recruiter.com at any time, including the availability of any feature, database, or content. Recruiter.com may also impose limits on certain features and services or restrict Members' access to parts or all of Recruiter.com without notice or liability.

7. The contents of Recruiter.com are intended for the personal, noncommercial use of its Members. All materials published on Recruiter.com (including but not limited to articles, photographs, images, illustrations, audio clips and video clips, software and databases, also known as the "Content") are protected by copyright pursuant to U.S. and foreign laws, and owned or controlled by Recruiter.com or the third party content provider so indicated. You shall abide by all additional copyright notices, information, or restrictions contained in any Content accessed through Recruiter.com. You may not modify, publish, transmit, participate in the transfer or sale of, reproduce (except as provided in this Member Agreement), create derivative works from, distribute, perform, display, or in any way exploit, any of the Content, software, materials, or Recruiter.com in whole or in part.

8. You may download or copy the Content and other downloadable items displayed on Recruiter.com for personal use only, provided that you maintain all copyright and other notices contained in such Content. You shall not store any significant portion of any Content contained in Recruiter.com, in any form. Copying or storing of any Content for other than personal, noncommercial use is expressly prohibited.

9. The Recruiter.com Discussion Forums and Internet usenet news groups may be used only in a noncommercial manner. You shall not upload, post or otherwise publish on or over Recruiter.com, any software, file, information, communication or other content which:

(i) violates or infringes upon the rights of any third party

(ii) constitutes a threat to or harassment of, or stalking of another

(iii) adversely affects the performance or availability of Recruiter.com

(iv) contains any "time bombs," "worms," "viruses," "locks," "drop-dead devices," "Trojan Horses," harmful component or corrupted data or other routines or components to disable software or data or perform any other actions which would impair the value or operation of Recruiter.com, its host server or the software or hardware of other Members of Recruiter.com

(v) is libelous or otherwise violates any law or regulation, or (v) contains any solicitation of funds, advertising or solicitation for goods or services

You acknowledge that any submissions to Recruiter.com, through the Discussion Forums, Internet usenet news groups or otherwise, may be edited, removed, modified, published, transmitted, uploaded and displayed by Recruiter.com. Recruiter.com does not and cannot review every message posted by Members in the Recruiter.com Discussion Forums or Internet usenet news groups and is not responsible for any content of these messages.

10. You hereby indemnify, defend and hold Recruiter.com, and all officers, directors, owners, agents, information providers, affiliates, licensors and licensees of Recruiter.com (collectively, the "Indemnified Parties") harmless from and against any and all liability and costs incurred by the Indemnified Parties in connection with any claim arising out of any breach by you of this Member Agreement, including, without limitation, reasonable attorneys' fees.

11. Recruiter.com makes no warranties, express or implied, as to the accuracy, reliability or completeness of any information or data displayed, uploaded or distributed through Recruiter.com by any third party information provider, including but not limited to any information or data posted to the Recruiter.com Discussion Forums or Internet usenet news groups. You acknowledge that your reliance on any such information or data is at your own risk.

12. You may be able to access other Internet sites not created by Recruiter.com through Recruiter.Com. The reliability, availability, legality, performance and other aspects of resources on Internet sites other than Recruiter.com is beyond Recruiter.com's control, and Recruiter.com makes no representations or warranties with respect to such sites.

13. Recruiter.com makes no warranty, express or implied, on behalf of any company featured in Recruiter.Com or any service or item offered, sold or otherwise provided to you as a result or your use of Recruiter.com. Recruiter.com expressly disclaims any implied warranties of non-infringement, merchantability or fitness for a particular purpose with respect to such services or items.

14. Recruiter.com and all downloadable software contained or distributed therein are distributed on an "as is" basis without warranties of any kind, either express or implied, including, without limitation, warranties of title or non-infringement or implied warranties of merchantability or fitness for a particular purpose. Recruiter.com makes no warranty that downloadable software is free from computer viruses. You should test any downloadable software with a reliable virus detection system prior to installation.

15. You shall notify Recruiter.com of any known or suspected unauthorized use of your membership password, or any known or suspected breach of security, by sending an e-mail to feedback@recruiter.com. You shall be responsible for maintaining the confidentiality of your password.

16. You are responsible for all usage or activity on Recruiter.Com through your password, including use of your Recruiter.Com password by any third party.

17. Recruiter.com reserves the right to send electronic mail to any and all Members for the purpose of informing them of changes or additions to Recruiter.com, or of any Recruiter.com related products and services.

18. Recruiter.com and the materials contained therein are provided with restricted rights. Use, duplication or disclosure by the Government is subject to the restrictions set forth on subparagraph(c)(1)(ii) of the Rights in Technical Data and Computer Software clause at 48C.F.R. 252.227-7013 or in subparagraphs (c)(1) and (2) of the Commercial Computer Software-Restricted Rights clause at 48C.F.R. 52.227-19, as applicable.

19. The terms of this Member Agreement shall be construed in accordance with laws of the state of New York as applied to agreements made in such state.

Recruiter.com reserves the right to modify these terms and conditions from time to time.