1. BY ACCEPTING THIS AGREEMENT, EITHER BY CLICKING A BOX INDICATING YOUR ACCEPTANCE, OR BY EXECUTING AN ORDER FORM THAT REFERENCES THIS AGREEMENT, OR BY USING THE PRODUCTS AND/OR SERVICES (THE “SERVICES”) AS OFFERED AND DEFINED FROM TIME TO TIME BY TJM ON ANY OF ITS WEBSITE (COLLECTIVELY THE “SITES”), YOU AGREE TO THE TERMS OF THIS AGREEMENT. IF YOU ARE ENTERING INTO THIS AGREEMENT ON BEHALF OF A COMPANY OR OTHER LEGAL ENTITY, YOU REPRESENT THAT YOU HAVE THE AUTHORITY TO BIND SUCH ENTITY AND ITS AFFILIATES TO THESE TERMS AND CONDITIONS, IN WHICH CASE THE TERMS "YOU" OR "YOUR" SHALL REFER TO SUCH ENTITY AND ITS AFFILIATES. IF YOU DO NOT HAVE SUCH AUTHORITY, OR IF YOU DO NOT AGREE WITH THESE TERMS AND CONDITIONS, YOU MUST NOT ACCEPT THIS AGREEMENT AND MAY NOT USE THE SERVICES.  You may not access the Services if you are our direct competitor, except with our prior written consent. In addition, you may not access the Services for purposes of monitoring their availability, performance or functionality, or for any other benchmarking or competitive purposes.  This Agreement was last updated on March 9, 2009. It is effective between you and us as of the date of you accepting this Agreement.

2. Services:  The terms and conditions of service herein (collectively, this “Agreement”) are between your company or organization or individual using the Services (individually a (“User” or “You”) and TheJobMagnet Interactive, Inc.TM (“TJM”), and, together with all other documents specifically incorporated by reference herein, comprises the terms and conditions applicable to the Services selected by the User.  User shall use the Services solely for its own internal business use.  User shall not resell, transfer, provide or otherwise make available the benefits of the Services to any third party, either directly or indirectly.  TJM reserves the right to modify or terminate the Services for any reason, without notice at any time.

3. Term and Termination:  If User breaches any term of this Agreement, TJM may, at its sole discretion and without notice, suspend all User passwords, PIN numbers, access codes and user accounts until the User has satisfactorily remedied the breach within 2 (two) days of written notice of the breach.  If User commits more than 2 breaches of any terms of this Agreement, TJM may, at its sole discretion and without notice, suspend the User passwords, access codes and user accounts, and either (a) permanently terminate the User’s access and/or pursue all other available remedies available under applicable law to remedy such breach.  TJM reserves the right to require the User to pay all outstanding fees due to TJM, in addition to any attorney fees related to the termination and recovery of fees.

4. Use of Service:  User shall take all security measures reasonably necessary to protect User’s information in accordance with this Agreement and acknowledges that it bears full responsibility for the use and security of its accounts, passwords, access codes and any Services ordered or activities occurring under the User’s accounts.  In addition, User agrees that TJM may, but has no obligation to, remove content and/or accounts containing content that TJM determines in its sole discretion are unlawful, offensive, threatening, libelous, defamatory, obscene or otherwise objectionable or violates any party's intellectual property or this Agreement.

5. Payment Terms:  Unless otherwise specified and agreed by TJM, (i) Services are used or purchased as user subscriptions and may be accessed only in accordance with the specifications and limitations of such user subscriptions, as is set forth by TJM.  This Agreement commences on the date you accept it and continues until all user subscriptions granted in accordance with this Agreement have expired or been terminated.  Fees for Services selected by the User (“Fees”) are due within thirty (30) days of the date of the invoice, such invoices delivered electronically or otherwise to the User.  TJM reserves the right to charge User 1½% per month, in addition to bad debt collection charges, for any outstanding Fees.  User is responsible for payment of present or future sales, use, excise or other similar tax (excluding taxes based on TJM’s net income) applicable to or arising from provision of the Services.  Fees for Services are non-refundable.  Upon the expiration or termination of this Agreement, final invoicing shall be based upon prices for Services as published on our Sites at the time of the termination.

6. Binding Agreement:  By accessing TJM’s Sites and ordering Services from TJM, whether paid or not, User agrees to accept and abide by this Agreement.  In addition to this Agreement, User shall review and abide by the Privacy Policy located on the Sites, which also governs the use of the Sites and Services by the User.  TJM may, at its sole discretion, modify the terms of this Agreement and/or the Privacy Policy.  Changes to this Agreement and/or the Privacy Policy may be made by TJM without notice and shall be effective immediately upon posting them on the Sites.  If you do not agree to comply with this Agreement and/or the Privacy Policy, or any subsequent modifications, then you may not purchase Services from TJM or, if currently using the Services, must refrain from using the Services. 

7. Intellectual Property Rights:  The content and processes contained in on or contributed to TJM’s Sites (the “Content”) represent works proprietary to TJM and are protected by worldwide laws and treaty provisions relating to the protection of intellectual property (including without limitation copyright laws) and may not be copied, reproduced, modified, published, republished, uploaded, downloaded, posted, transmitted, or distributed in any way, without TJM’s express written permission. You acknowledge and agree that, subject to applicable laws respecting the protection of personal information TJM may use any content contributed to the Sites by you in accordance with TJM’s Privacy Policies.

8. Trademarks:  Trademarks used on the Sites are either owned by TJM or used under license from the respective trademark owners. Trademarks may not be used without the express written permission of the applicable trademark owner.

9. Ownership and Restricted Use:  Unless otherwise specifically stated, all Content forming part of, or incorporated into, the Sites, shall at all times be and remain the property of TJM.  User will comply with the following restrictions:

i. The User may not sell, share or otherwise disclose Content to any third party the account access information, including the account name, access codes and passwords, or any other registration or identification information, provided by TJM or required by the User to access the Services.  The User`s employees or agents who are ordinarily involved in using the Services are excluded from this restriction.

ii. The User may not capture, copy or otherwise directly or indirectly seek to replicate the processes, software or methods of delivery used to deliver the Services.

10. No Warranties; Disclaimers:  TJM MAKES NO REPRESENTATION, WARRANTY, OR GUARANTEE AS TO THE RELIABILITY, TIMELINESS, QUALITY, SUITABILITY, TRUTH, AVAILABILITY, ACCURACY OR COMPLETENESS OF THE SERVICES OR ANY CONTENT. TJM DOES NOT REPRESENT OR WARRANT THAT (A) THE USE OF THE SERVICES WILL BE SECURE, TIMELY, UNINTERRUPTED OR ERROR-FREE OR OPERATE IN COMBINATION WITH ANY OTHER HARDWARE, SOFTWARE, SYSTEM OR DATA, (B) THE SERVICES WILL MEET YOUR REQUIREMENTS OR EXPECTATIONS, (C) ANY STORED DATA WILL BE ACCURATE OR RELIABLE, (D) THE QUALITY OF ANY PRODUCTS, SERVICES, INFORMATION, OR OTHER MATERIAL PURCHASED OR OBTAINED BY YOU THROUGH THE SERVICES WILL MEET YOUR REQUIREMENTS OR EXPECTATIONS, (E) ERRORS OR DEFECTS WILL BE CORRECTED, OR (F) THE SERVICES OR THE SERVER(S) THAT MAKE THE SERVICES AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. THE SERVICES AND ALL CONTENT ARE PROVIDED TO USER STRICTLY ON AN "AS IS" BASIS. ALL CONDITIONS, REPRESENTATIONS AND WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT OF THIRD PARTY RIGHTS, ARE HEREBY DISCLAIMED TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW BY TJM.

11. Limitation of Liability:  NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED IN THIS AGREEMENT TJM AND ANY THIRD PARTY MENTIONED ON THE SITES WILL NOT BE RESPONSIBLE OR LIABLE FOR ANY LOSS OR DAMAGES WHATSOEVER, INCLUDING WITHOUT LIMITATION INDIRECT, SPECIAL OR CONSEQUENTIAL DAMAGES (INCLUDING, WITHOUT LIMITATION, DAMAGES FOR HARM TO BUSINESS, LOSS OF INFORMATION OR PROGRAMS OR DATA, LOSS OF PROFIT, LOSS OF SAVINGS, LOSS OF REVENUE), ARISING FROM OR IN CONNECTION WITH THE USE OF OR ACCESS TO, OR THE INABILITY TO USE OR ACCESS, THE SITES, THE MATERIALS OFFERED ON OR THROUGH THE SITES, ANY CONTENT PROVIDED OR ANY LINKED WEBSITES OF A THIRD PARTY, OR USER’S FAILURE TO TAKE ALL SECURITY MEASURES REASONABLY NECESSARY TO PROTECT USER’S INFORMATION OR THE INFORMATION OF THIRD PARTIES, EVEN IF TJM, OR SUCH THIRD PARTY, AS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE OR LOSS.

12. Indemnity:  User agrees to defend, indemnify and hold harmless each of TJM, its affiliates, and each of their officers, directors, employees and agents, including all third parties mentioned on the Sites, from and against any and all damages and costs of any kind whatsoever arising from claims, actions or demands, including without limitation reasonable legal and accounting fees, alleging or resulting from User’s use of (a) the Sites, (b) materials offered on or through the Sites or any content provided or any linked websites of third parties, or (c) arising from User’s breach of this Agreement.

13. Waiver:  Either party’s failure to exercise a right available to it by reason of the other party’s breach shall be taken as an isolated instance and shall not be deemed to be a permanent waiver of such right.

14. Force Majeure:  TJM shall not be liable by reason of any failure or delay in the performance of its obligations hereunder on account of strikes, riots, insurrections, fires, floods, storms, explosions, earthquakes, acts of God, war, governmental action, or any similar cause which is beyond its reasonable control.

15. Jurisdiction:  TJM operates its business and Sites from Canada, and makes no representations or warranties that materials on the Sites, or available through the Sites (including without limitation the Content), are appropriate or available for use in any jurisdiction outside of Canada.  Customers are solely responsible for their compliance with local laws and regulations governing access, and may not export any of the information on the Sites in violation of applicable export laws and regulations.  This Agreement shall be interpreted, construed and governed by the laws of the Province of British Columbia and the federal laws of Canada applicable therein.  The User agrees to submit to the jurisdiction of the courts of British Columbia and to waive any objections based upon venue in any such action, suit or proceeding.  The United Nations Convention on Contracts for the International Sale of Goods does not apply to this Agreement.

16. Arbitration:  Disputes arising out of this Agreement, which cannot be amicably resolved between the parties, may at the sole option of TJM be referred to a legally trained, independent, arbitrator who is familiar with the technology industry in Canada, such arbitration to be governed by the Commercial Arbitration Act, [RSBC 1996] c. 55, and amendments thereto.  Notwithstanding the foregoing, TJM may at any time pursue the protection of its intellectual property rights and confidential information through injunctive or other equitable relief or remedies through the courts in the Province of British Columbia.

17. Severability:  If any term or provision of this Agreement shall be found by a court of competent jurisdiction to be invalid, illegal or otherwise unenforceable, the same shall not affect the other terms or provisions hereof or the whole of this Agreement, but such terms or provisions shall be deemed modified to the extent necessary in the court’s opinion to render such terms or provisions enforceable, and the rights and obligations of the parties shall be construed and enforced accordingly, preserving to the fullest permissible extent the intent and agreements of the parties herein set forth.

18. User Compliance:  User shall comply with all applicable federal, provincial or municipal laws in Canada including, but not limited to, labour and employment data privacy, data access and use and intellectual property and nothing herein shall be construed to create a partnership, joint venture or any other similar type relationship between TJM and User or its employees or agents. 

19. Third Party Agreements:  User shall comply with third party agreements, terms of service or other binding obligations to the extent the Services provided by TJM rely on or operate with products or services offered by such third party, including any online, Web-based applications and offline software products that are provided by third parties, interoperate with the Services, and are identified as third-party applications (“Third-Party Applications”).  Any acquisition by you of third-party products or services, including but not limited to Third-Party Applications and implementation, customization and other consulting services, and any exchange of data between you and any third-party provider, is solely between you and the applicable third-party provider. We do not warrant or support third-party products or services, whether or not they are designated by TJM as “certified” or otherwise, and regardless of whether such third-party products or services is required to use the Services.  If you install or enable Third-Party Applications for use with the Services, you acknowledge that TJM may allow providers of those Third-Party Applications to access your data as required for the interoperation of such Third-Party Applications with the Services. We shall not be responsible for any disclosure, modification or deletion of your data resulting from any such access by Third-Party Application providers. Service features that interoperate with Third-Party Applications depend on the continuing availability of the applicable API and other programs for use with the Services.  If the party providing the Third-Party Application ceases to make the API or program available on reasonable terms for the Services, TJM may cease providing such Service features without entitling you to any refund, credit, or other compensation.

20. Survival:  Without limiting the applicability of other terms and conditions of this Agreement, the terms of Section 6 (Intellectual Property Rights), Section 7 (Trademarks), Section 8 (Ownership and Restricted Use), Section 9 (No Warranties), Section 10 (No Warranties; Disclaimers), Section 11 (Limitation of Liability), Section 12 (Indemnity), Section 13 (Waiver), Section 15 (Jurisdiction), Section 16 (Arbitration) and Section 17 (Severability), together with all additional terms and conditions necessary for the correct interpretation of the foregoing, shall survive the expiration or termination of this Agreement for any reason.