Welcome to Jobfox.com (the "Site"), a service operated by JobFox, Inc. The following terms and conditions (the "Agreement") form a binding agreement between you and us. Please review the following terms carefully. By using the Site, you are agreeing to these terms, and these terms will govern your use of the Site. If you do not agree to these terms, you must cease use of the Site. The terms "JobFox" or "us" or "we" or "our" refers to JobFox, Inc., the owner of the Site. The term "you" refers to the person accessing or using the Site, or the company or organization on whose behalf that person accesses the Site.

Our Services

JobFox provides online services (our "Services") that help match employers and job recruiters ("Employers") with prospective candidates ("Candidates") for positions listed on the Site. The Services enable Employers to post available jobs on the Site and to review information that Candidates have posted about themselves. Employers also have the option to build, maintain and communicate with networks of individuals having the qualifications they want. In addition, subscription based Employers can use JobFox maintained networks to expand the reach of their networking activities.

JobFox does not verify any information provided by Candidates. Employers should independently verify all Candidates' information before making any employment decisions.

EMPLOYERS TERMS OF SERVICE

The Sections below relate to the terms of service specifically applicable to Employers. If you are not an Employer, the terms governing your use of the Site are set out later in this Document under the heading "Non Employer User Terms of Service."

Your Account

You will need to have an account created with us in order to use the Site. For subscription based accounts, once you place an order with us we will activate your account. If you choose to create an account with us, you agree to provide only accurate, complete registration information, and you will keep that information up-to-date if it changes. Your registration must be completed using your real name. Each registration is for the use of the single company or organization on whose behalf you access the Site, but the Site may not be used on behalf of more than one person or entity under one user name. Access to the Site is not authorized by any other person or entity using your registration information and you are responsible for preventing such unauthorized use.

You may also create an account with us on a "pay per posting" basis. This is an e-commerce service offering and will allow you to open an account for the purpose of placing a job posting for a limited time. Your account is subject to the same terms as all accounts, but your rights are more limited and the time period is more limited.

Individuals and entities who access the Site or use the Services and have previously been terminated by JobFox may not register for an account, nor may you designate any other individuals to use your account on your behalf.

You must understand that JobFox relies on User IDs to know whether users accessing the Site and using our Services are authorized to do so. If someone accesses our Site using a User ID that we've issued to you, we will rely on that User ID and will assume that it is really you or your representative who is accessing the Site. You are solely responsible for any and all access to the Site or use of the Service by persons using your User ID. Please notify us immediately if you become aware that your User ID is being used without authorization.

If you have not placed an order with us, your use of the Site and Services is subject to the terms of this Agreement and the default fees designated in the Fees section below.

Other Services

Referral Request and Referral Bonus

You have an option to create a Referral Request, which enables you to ask for referrals from individuals in your network. Subscription-based employers also have the option to ask for Referrals from Jobfox-created networks. The Referral Request may or may not include a Referral Bonus.

You have the option to publicly display the amount of money you are willing to pay to individuals (Your Referral Bonus) to have open positions filled. If you elect to offer a Referral Bonus, you must provide the amount of the Bonus to Jobfox at the time you create it.

If a candidate that you are not actively considering is referred to you through a Referral Request, and you hire the referred candidate for any position* within twelve (12) months from the date of such referral, you agree to pay the full amount of the Bonus plus the applicable administrative fee to Jobfox within thirty (30) days of hiring the referred candidate.
* Does not have to be for the position for which the candidate was referred

Fees

If you purchase any of our fee-based services, either on a one-time or subscription basis, you agree to pay the applicable fees as they become due.

As noted above, you agree to pay Jobfox within thirty (30) days of hiring a Referred candidate (does not have to be for the position for which the candidate was referred) the full amount of the Referral Bonus, plus the applicable administrative fee originally disclosed by you to Jobfox.

Rules Regarding Information and other Content

When you use the Site and Services, you obtain access to various kinds of information and materials, all of which we call "Content." Content also includes information and materials posted to the Site by Candidates or you. You agree not to revise Content posted by others, and you agree not to post or use any Content in any manner that:

• infringes the copyright, trademark, trade secret, or other intellectual property or proprietary right of others,
• violates the privacy, publicity, or other rights of third parties,
• is discriminatory, defamatory, obscene, threatening, abusive, or hateful, as determined by JobFox in its sole discretion; or
• is false or inaccurate

Though we strive to enforce these rules with all of our users, including Candidates and our other customers, you may be exposed through the Site or Services to Content that violates our policies or is otherwise offensive. You use the Site and Services at your own risk. We may, but are not obligated to, terminate user accounts and/or remove Content from the Site if we determine or suspect that those accounts or Content violate the terms of this Agreement or the applicable agreement with the offending user(s). We take no responsibility for your exposure to Content on the Site whether it violates our content policies or not. You understand that the information and opinions in Content uploaded by third parties represent solely the thoughts of the author and is neither endorsed by us nor does it necessarily reflect our belief.

NON-EMPLOYER USER TERMS OF SERVICE

The Sections below relate to the terms of service specifically applicable to Candidates and other Non-Employer users. If you are an Employer, the terms governing your use of the Site are set out above under the heading "Employer Terms of Service."

Your Account

You will need to create an account with JobFox in order to use the Site. If you choose to create an account with us, you agree to provide only accurate, complete registration information, and you will keep that information up-to-date if it changes. Your registration must be done using your real name. Access to the Site is not authorized by any other person or entity using your registration information and you are responsible for preventing such unauthorized use.

After you register, we'll issue a unique account number (a "User ID") to you. Individuals and entities who access the Site or use the Services and have previously been terminated by JobFox may not register for an account, nor may you designate any of those individuals to use your account on your behalf.

You must understand that JobFox relies on User IDs to know whether users accessing the Site and using our Services are authorized to do so. If someone accesses our Site using a User ID that we've issued to you, we will rely on that User ID and will assume that it is really you or your representative who is accessing the Site. You are solely responsible for any and all access to the Site or use of the Service by persons using your User ID. Please notify us immediately if you become aware that your User ID is being used without authorization.

Rules Regarding Information and other Content

When you use the Site and Services, you obtain access to various kinds of information and materials, all of which we call "Content." You agree not to revise Content posted by others, and you agree not to post or use any Content in any manner that:

• infringes the copyright, trademark, trade secret, or other intellectual property or proprietary right of others,
• violates the privacy, publicity, or other rights of third parties,
• is discriminatory, defamatory, obscene, threatening, abusive, or hateful, as determined by JobFox in its sole discretion; or
• is false or inaccurate.

Though we strive to enforce these rules with all of our users, including Candidates and our other customers, you may be exposed through the Site or Services to Content that violates our policies or is otherwise offensive. You use the Site and Services at your own risk. We may, but are not obligated to, terminate user accounts and/or remove Content from the Site if we determine or suspect that those accounts or Content violate the terms of this Agreement or the applicable agreement with the offending user(s). We take no responsibility for your exposure to Content on the Site whether it violates our content policies or not.

Optional Services

We may make certain products and services available to visitors and registrants of the Site. If you decide to purchase any of these products or services, you agree to pay in full the prices shown at the time of purchase. You agree to make purchases using a credit card with your online order or by other payment methods if agreed upon in advance with Jobfox. You agree to pay all applicable taxes. If payment is not received by us from your credit or debit card issuer or its agents, you agree to pay all amounts due upon demand by us.

Jobfox Break Through Service

The Jobfox Break Through service (formerly Jobfox Advantage) is an exclusive set of paid products and services. The product offerings and pricing are subject to change at any time with or without notification to Break Through subscribers. A User can access all of the Break Through features from his or her Jobfox homepage. The Break Through service is available to Candidates.

All subscriptions may be canceled by you at any time, but there will be no refunds made for any unused periods.

Renewal

All subscriptions will renew automatically unless you notify us of cancellation before the last day of your current subscription term. Your subscription will be renewed for the same term you originally selected for the current offering price at the time of renewal. To stop the auto-renewal you can cancel online via the Frequently Asked Questions link. Once you stop the auto-renewal, your account will expire at the end of the current period.

Jobfox Resume Makeover Service

The Jobfox Resume Makeover is a paid service whereupon Jobfox will deliver an adjusted resume to the paying Candidate. As part of the service, Jobfox will provide resume adjustments based on Candidate feedback within 60 days of delivery of the first draft from Jobfox. When using this service YOU acknowledge that not all errors, omissions and problems can be detected by Jobfox and further that even after using our service, errors might still exist in your document. Jobfox does not guarantee jobs or employment success. Jobfox does not guarantee that the document delivered as part of the service will result in more interviews or job success. Jobfox is not responsible for any actions that do or do not result from the use of Jobfox services, including, but not limited to, successful acquisition of a job or the failure to land a job, even if the resume is a factor in that result.

Once an order is placed, if you cancel the order within 24 hours, you will be refunded the full amount minus a $20 cancellation fee. After 24 hours, there will be no refunds.

Referrals and Referral Bonuses

You can view Referral Requests available through the Site and refer candidates that you believe are suitable for each position by supplying Jobfox with information about the candidate, such as his or her name and email address. A Referral Request may have a Referral Bonus associated with it, which would be listed as part of the Referral Request. You agree to only refer individuals who have a relationship with you.

If you are being referred for a position, you will have the option to (1) visit the Jobfox site, register to create an account, and apply for the position, or (2) request to unsubscribe and stop receiving emails from Jobfox.

If you refer a candidate for a specific position posted by an employer on the site, and the employer hires the candidate, you may be entitled to a Referral Bonus. The amount of your Bonus, if any, depends on a variety of factors, including but not limited to, how many people referred the candidate for the particular position with that employer, and who referred that particular candidate first. Note that there is no guarantee that you will either be entitled to, or receive, a Referral Bonus, and any payment due to you hereunder is conditioned upon Jobfox's receipt of payment from the employer for the candidate you referred.

If you are entitled to a Referral Bonus, you may be required to provide certain financial and personal information, including, but not limited to, your mailing address, to Jobfox, so that Jobfox can pay you your Bonus. You agree to provide accurate, current, and complete financial information and to update such information to keep it accurate, current and complete.

GENERAL TERMS OF SERVICE

The Sections below concern terms of service applicable to both Employers and Non-Employer users.

General Rules of User Conduct

It is our goal to make the use of our Site and Services a good experience for all of our users, so you agree not to do any of the following:

• Conduct or promote any illegal activities while using the Site or Services;
• Upload, distribute or print anything that may be harmful to minors;
• Attempt to reverse engineer or jeopardize the correct functioning of the Site, or otherwise attempt to derive the source code of the software (including the tools, methods, processes, and infrastructure) that enables or underlies the Site;
• Attempt to gain access to secured portions of the Site to which you do not possess access rights;
• Upload or transmit any form of virus, worm, Trojan horse, or other malicious code;
• Use the Site or Services to generate unsolicited email advertisements or spam;
• Use any automatic or manual process to search or harvest information from the Site or Services, or to interfere in any way with the proper functioning of the Site and Services; or
• Impersonate another user.

Non-Confidentiality and Security

You understand that information that you submit to us, like job descriptions, are submitted precisely for the purpose of public disclosure in a variety of media and channels, and therefore such information is not subject to any confidentiality obligation. JobFox will use reasonable efforts to maintain the security and integrity of information you provide to us. However, you acknowledge and agree that JobFox cannot fully eliminate security risks and cannot guarantee that unauthorized access to your information will never occur. If you provide us with any credit card information for payment services though any of our e-commerce offerings, we store such information in an encrypted manner.

Password Security

We believe that personal privacy issues are important, so we developed a Privacy Policy to explain how we collect, use and disclose the personal information of Candidates. We respect the personal privacy of Candidates, and we abide by the terms of our Privacy Policy. The Privacy Policy forms part of our agreement with Candidates, but you understand that the policy is not part of this Agreement. In no event will we have any obligations to you arising under the Privacy Policy or that are inconsistent with our promises to Candidates under our Privacy Policy. For full details, please refer to our Privacy Policy.

Access to website

We reserve the right to change or discontinue the Site or any of the Services at any time without prior notice.

Termination

This Agreement will automatically terminate, without notice or liability, in the event that you violate any of the terms and conditions set forth in these Terms of Use. In the event of any termination, you will immediately cease access to the Site, and you agree to promptly pay any outstanding fees owed under this Agreement.

Disclaimers of Warranty

JOBFOX HAS NO CONTROL OVER, AND MAKES NO REPRESENTATIONS OR WARRANTIES REGARDING, THE QUALITY, TRUTH, ACCURACY OR LEGALITY OF THE CONTENT POSTED BY CANDIDATES OR OTHERS. THE SITE, SERVICE, AND CONTENT ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS WITHOUT ANY WARRANTIES OF ANY KIND. JOBFOX DISCLAIMS ALL REPRESENTATIONS AND WARRANTIES, WHETHER EXPRESS OR IMPLIED, ORAL OR WRITTEN, INCLUDING ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, TITLE, QUIET ENJOYMENT, AND SYSTEM INTEGRATION. JOBFOX MAKES NO WARRANTIES ABOUT THE ACCURACY, RELIABILITY, COMPLETENESS, OR TIMELINESS OF THE CONTENT OR SERVICE, OR THAT PROBLEMS WILL BE CORRECTED, OR THAT THE SITE IS FREE OF VIRUSES AND OTHER HARMFUL COMPONENTS.

NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM US THROUGH THE SITE, SERVICES OR OTHERWISE WILL CREATE ANY WARRANTY, REPRESENTATION OR GUARANTEE NOT EXPRESSLY STATED IN THIS AGREEMENT. WE AND OUR AFFILIATES DO NOT MAKE ANY REPRESENTATIONS OR WARRANTIES ABOUT PROTECTION OF YOUR DATA NOR GUARANTEE DATA AVAILABILITY WHATSOEVER. YOU BEAR THE SOLE RESPONSIBILITY AND LIABILITY FOR MAINTAINING BACKUP OR ARCHIVE COPIES OF YOUR DATA AND/OR SUBMISSIONS TO THE SITE.

JOBFOX IS NOT AN EMPLOYMENT AGENCY OR A RECRUITING FIRM, AND MAKES NO REPRESENTATIONS OR GUARANTEES REGARDING THE EFFECTIVENESS OR TIMELINESS OF THE SITE OR THE SERVICE IN MEETING YOUR OBJECTIVES. JOBFOX DOES NOT GUARANTEE ANY RESULTS, AND IS NOT RESPONSIBLE FOR ANY EMPLOYMENT DECISIONS.

Limitations of Liability

YOU ACKNOWLEDGE AND AGREE THAT WE ARE ONLY WILLING TO PROVIDE ACCESS TO THE SITE AND TO PROVIDE THE SERVICES IF YOU AGREE TO CERTAIN LIMITATIONS OF OUR LIABILITY TO YOU AND TO THIRD PARTIES. IN NO EVENT WILL JOBFOX BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY INDIRECT DAMAGES, INCLUDING, WITHOUT LIMITATION, INCIDENTAL AND CONSEQUENTIAL DAMAGES, NOR LOST PROFITS, ARISING IN CONNECTION WITH THE SITE, SERVICES OR THIS AGREEMENT, INCLUDING, FOR EXAMPLE, DAMAGES RESULTING FROM LOST DATA, LOST EMPLOYMENT OPPORTUNITIES, OR BUSINESS INTERRUPTIONS, OR RESULTING FROM THE USE OR ACCESS TO, OR THE INABILITY TO USE OR TO ACCESS, THE SERVICE, SITE, OR THE CONTENT. WE WILL NOT BE LIABLE FOR ANY DAMAGES ARISING FROM THE TRANSACTIONS BETWEEN YOU AND THIRD PARTY MERCHANTS OR FOR ANY INFORMATION APPEARING ON MERCHANT SITES OR ANY OTHER SITE LINKED TO OUR SITE. IN NO EVENT WILL JOBFOX BE LIABLE TO YOU OR ANY THIRD PARTY IN CONNECTION WITH ANY ACT OR OMISSION OF ANY CANDIDATE.

JobFox reserves the right, but has no obligation, to monitor, or take any action JobFox deems appropriate regarding, disputes that you may have with Candidates or other customers of ours. To the extent the law permits, you release us from any claims or liability related to any Content posted on the Site and from claims related to the conduct of any Candidate or other customers of ours. You hereby waive California Civil Code Section 1542 (and any similar provision in any other jurisdiction) which states: "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."

THESE LIMITATIONS OF LIABILITY APPLY REGARDLESS OF THE NATURE OF ANY CLAIM, WHETHER BASED ON WARRANTY, CONTRACT, TORT, OR ANY OTHER LEGAL OR EQUITABLE THEORY, AND WHETHER OR NOT JOBFOX IS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

YOU AGREE THAT YOUR SOLE REMEDY FOR ANY CLAIMS ARISING IN CONNECTION WITH THIS AGREEMENT IS TO DISCONTINUE USING THE SITE AND SERVICES. IN THE EVENT THAT A COURT DETERMINES THAT THE PRECEDING SENTENCE IS UNENFORCEABLE, THE AGGREGATE LIABILITY OF JOBFOX TO YOU FOR ALL CLAIMS ARISING IN CONNECTION WITH THIS AGREEMENT WILL NOT EXCEED THE GREATER OF (A) ALL AMOUNTS PAID BY YOU UNDER THIS AGREEMENT WITHIN THE LAST TWELVE (12) MONTHS, AND (B) ONE HUNDRED DOLLARS (U.S. $100.00).

You agree to indemnify us against any damages, liabilities or expenses (such as reasonable attorneys' fees) that we suffer in connection with your use of the Service or any Content you post to the Site.

Intellectual Property Issues

You acknowledge and agree that we and our licensors retain ownership of all intellectual property rights of any kind related to the Site and Services, including applicable copyrights, trademarks and other proprietary rights. We are not granting any license to you under any of those intellectual property rights by virtue of this Agreement. "JobFox" is our trademark. Other product and company names that are mentioned on the Site or provided as part of the Services may be trademarks of their respective owners. We reserve all rights that are not expressly granted to you in this Agreement.

As between you and us, you retain any intellectual property rights in any copyrighted materials and trademarks that are contained in Content that you post to the Site. You grant us a non-exclusive, royalty-free, fully paid, worldwide license, under any and all of your intellectual property rights related to that Content, to the extent necessary for us to provide the Services. You also authorize us to sublicense those rights to our contractors who help us provide the Services.

We respect the intellectual property of others, and we ask you to do the same. If you believe that your work has been copied in a way that constitutes copyright infringement, please provide our copyright agent (identified below) the following information:

• An electronic or physical signature of the person authorized to act on behalf of the owner of the copyright interest;
• A description of the copyrighted work that you claim has been infringed;
• A description of where the material that you claim is infringing is located on the Site;
• Your address, telephone number, and email address;
• 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; and
• 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.

Our copyright agent for notice of claims of copyright infringement on the Site can be reached by directing an e-mail to legal@jobfox.com

Electronic Communications

The communications between you and JobFox use electronic means, whether you visit the Site or send us emails, or whether JobFox posts notices on the Service or communicates with you via email. For contractual purposes, you (a) consent to receive communications from JobFox in an electronic form; and (b) agree that all terms and conditions, agreements, notices, disclosures, and other communications that JobFox provides to you electronically satisfy any legal requirement that such communications would satisfy if it were in a writing. The foregoing does not affect your non-waivable rights. You may also receive a copy of this Agreement by accessing this Site.

Changes to this Agreement

We may change the terms of this Agreement from time to time on a going-forward basis, and any such modifications become effective immediately upon being posted to the Site. It is your sole responsibility to check the Site from time to time to view any such changes in the Agreement. If you do not agree to any changes, if and when such changes may be made to the Agreement, you must cease use of the Site. Your use of the Site after any modifications to the Agreement indicates that you agree to such modified Agreement.

General Terms

You and we are independent contracts, and nothing in this Agreement creates a partnership, employment relationship or agency. There are no third-party beneficiaries of this Agreement. You may not assign this Agreement, in whole or in part, to any third party without our prior, written consent, and any attempt by you to do so will be invalid. Should any part of this Agreement be held invalid or unenforceable, that portion will be construed consistent with applicable law and the remaining portions will remain in full force and effect. Our failure to enforce any provision of this Agreement will not be considered a waiver of the right to enforce such provision. Our rights under this Agreement will survive any termination of this Agreement. This Agreement will be governed by the laws of the Commonwealth of Virginia. You agree that the state and federal courts located within the Commonwealth of Virginia will have exclusive jurisdiction over any dispute between you and us. However, you agree that we may seek equitable relief in any jurisdiction when appropriate. This Agreement constitutes the entire and only agreement between you and us, and supersedes all prior or contemporaneous agreements, representations, warranties and understandings that relate to the subject matter of this Agreement.

Last Updated: March 2011