1. Introduction. Please read this web page carefully. It contains the Terms and Conditions governing your access to and use of the Compubrain, Inc Web Site. If you do not accept these Terms and Conditions or you do not meet or comply with their provisions, you may not use the Site. If you are an employer using the Site, you may have entered into a Service Agreement with Compubrain, Inc, in which case these Terms and Conditions, including the Exhibits attached hereto, are part of and incorporated into that Service Agreement. These Terms and Conditions are effective as of February 1, 2005.

2. Binding Agreement. These Terms and Conditions, together with all Exhibits to these Terms and Conditions (as they may be amended from time to time by Compubrain, Inc) form a binding agreement (the "Agreement") between you and Compubrain, Inc, Inc. Your access to or use of the Site indicates your acceptance of these Terms and Conditions. You are agreeing to use the Site at your own risk.

3. Certain Definitions. The following definitions apply to this Agreement: "Compubrain, Inc Web Site" or the "Site" includes www.Compubrain, Inc.com in its entirety and its related sites owned or operated by Compubrain, Inc, and includes their Content, Text, Graphics, Design, Programming and Services as applicable in the context.
"Content" includes all Text, Graphics, Design and Programming used on the Site. "Text" includes all text on every page of the Site, whether editorial, navigational, or instructional. "Graphics" includes all logos, buttons, and other graphical elements on the Site, with the exception of paid advertising banners.
"Design" includes the color combinations and the page layout of the Site. "Programming" includes both client-side code (HTML, JavaScript, etc.) and server-side code (Active Server Pages, VBScript, databases, etc.) used on the Site.
"Document" refers to any posting to the Site, whether job or resume. "Services" means any services provided on the Site by Compubrain, Inc or its agents. "User" refers to any individual or entity who uses any aspect of the Site. "Job Seeker" means a User who is accessing the Site to search for a job or in any other capacity except as an Employer.
"Employer" means a person or entity that is accessing the Site to post a job or for any reason related to the purpose of seeking candidates for employment.
"You" and "you" means the person who (or the entity on behalf of whom you are acting) that is agreeing to these Terms and Conditions

4. Acceptable Use of the Site.

4.1 General Use Rules. The Site is intended for individuals seeking employment and for employers or recruiters seeking candidates for employment. You may use this Site only for lawful purposes within the stated context of Compubrain, Inc's intended and acceptable use of the Site. Compubrain, Inc is the sole interpreter of the Site’s intended and acceptable use

4.2 License to Use by Users who are Job Seekers. Compubrain, Inc hereby grants you a limited, terminable, non-exclusive right to access and use the Site only for your personal use seeking employment opportunities for yourself. This authorizes you to view and download a single copy of the material on the Site solely for your personal, noncommercial use. You agree that you are solely responsible for the content of any Document you post to the Site and any consequences arising from such posting. Your use of the Site is a privilege. Compubrain, Inc reserves the right to suspend or terminate that privilege for any reason at any time, in its sole discretion.

4.3 License to Use by Users who are employers. Compubrain, Inc hereby grants you a limited, terminable, non-exclusive right to access and use the Site only for your internal business use seeking candidates for employment. This authorizes you to view and download a single copy of the material on the Site solely for your personal use directly related to using the Site for the purpose of searching and recruiting job prospects. You may not sell, transfer or assign any products or services or your rights to any products or services (including access to the Resume Database) provided by Compubrain, Inc to any third party without the express written authorization of Compubrain, Inc. You agree that you are solely responsible for the content of any Document you post to the Site and any consequences arising from such posting. Compubrain, Inc reserves the right to suspend or terminate your access and use at any time if Compubrain, Inc determines that you are in breach of any of these Terms and Conditions.

4.4 Other Specific Rules. You represent, warrant and agree that you will not use (or plan, encourage or help others to use) the Site for any purpose or in any manner that is prohibited by these Terms and Conditions or by applicable law. It is your responsibility to ensure that your use of the Site complies with these Terms and Conditions and all applicable laws.

5. Intellectual Property Rights. The Site and all right, title and interest in and to the Site is the sole property of Compubrain, Inc or its licensors, and is protected by U.S. copyright and international treaties. Except for the limited licenses expressly granted to you in these Terms and Conditions, Compubrain, Inc reserves for itself and its licensors all other right, title and interest. Without limitation on the foregoing, you may not reproduce, modify, display, sell, or distribute the Content, or use it in any other way for public or commercial purpose. This includes copying or adapting the HTML code used to generate Web pages on the Site. "Compubrain, Inc," the Compubrain, Inc design logo and certain other names or logos are service marks or trademarks of Compubrain, Inc, and all related product and service names, design marks and slogans are the service marks or trademarks of Compubrain, Inc. In addition, the "look" and "feel" of the Site (including color combinations, button shapes, layout, design and all other graphical elements) are also protected by Compubrain, Inc's trademarks, service marks and copyrights. All other product and service marks contained on the Site are the trademarks of their respective owners.

6. Disclaimers and Limitations on Compubrain, Inc's Liability.

6.1 Allocation of Responsibility Compubrain, Inc assumes no responsibility for Documents posted by Users and no responsibility for the activities, omissions or other conduct of Users.

6.2 No endorsements by Compubrain, Inc. Nothing on the Site shall be considered an endorsement, representation or warranty with respect to any User or third party, whether in regards to its web site, products, services, hiring, experience, employment or recruiting practices, or otherwise.

6.3 WARRANTY DISCLAIMERS
(a) THE SITE IS PROVIDED ON AN 'AS IS' BASIS WITHOUT ANY WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED. Compubrain, Inc, TO THE FULLEST EXTENT PERMITTED BY LAW, DISCLAIMS ALL WARRANTIES, INCLUDING, BUT NOT LIMITED TO, THE WARRANTIES OF MERCHANTABILITY, TITLE, NON-INFRINGEMENT OF THIRD PARTIES’ RIGHTS, AND FITNESS FOR PARTICULAR PURPOSE. Compubrain, Inc MAKES NO WARRANTIES ABOUT THE ACCURACY, RELIABILITY, COMPLETENESS, OR TIMELINESS OF THE SITE.
(b) Without limitation on the foregoing:
(i) Compubrain, Inc DOES NOT WARRANT THAT THE SITE WILL OPERATE ERROR-FREE OR THAT THE SITE AND ITS SERVERS ARE FREE OF COMPUTER VIRUSES OR OTHER HARMFUL MECHANISMS. IF YOUR USE OF THE SITE RESULTS DIRECTLY OR INDIRECTLY IN THE NEED FOR SERVICING OR REPLACING EQUIPMENT OR DATA, Compubrain, Inc IS NOT RESPONSIBLE FOR THOSE COSTS.
(ii) Compubrain, Inc makes no representations or guarantees regarding the truthfulness, accuracy, completeness, timeliness or reliability of any Documents posted by Users, or of any other form of communication engaged in by Users. Documents may contain inaccuracies or typographical errors. You agree that any reliance on Documents posted by Users, or on any other form of communication with Users, will be at your own risk.
(iii) Compubrain, Inc makes no representations or guarantees regarding the Content of the Site, including, but not limited to, broken links, inaccuracies or typographical errors.

6.4 DAMAGE LIMITATIONS, ALLOCATIONS OF LIABILITY AND EQUITABLE RELIEF.
(a) YOU ASSUME ALL RESPONSIBILITY AND RISK FOR YOUR USE OF THE SITE, THE INTERNET GENERALLY, AND THE DOCUMENTS YOU POST OR ACCESS AND FOR YOUR CONDUCT ON AND OFF THE SITE.
(b) IN NO EVENT SHALL Compubrain, Inc (OR ANY OF ITS OFFICERS, DIRECTORS, SHAREHOLDERS, EMPLOYEES, AFFILIATES, AGENTS OR ADVERTISERS), BE LIABLE FOR ANY NON-DIRECT DAMAGES WHATSOEVER (INCLUDING, WITHOUT LIMITATION, INCIDENTAL AND CONSEQUENTIAL DAMAGES, LOST PROFITS, OR DAMAGES RESULTING FROM LOST DATA, LOST EMPLOYMENT OPPORTUNITY, OR BUSINESS INTERRUPTION) RESULTING FROM OR ARISING UNDER OR IN CONNECTION WITH THE USE OR ACCESS TO, OR THE INABILITY TO USE OR ACCESS, THE SITE AND/OR ANY DOCUMENT, WHETHER BASED ON WARRANTY, CONTRACT, TORT, OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT Compubrain, Inc IS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
(c) BECAUSE SOME STATES OR JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OR LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, THE LIMITATIONS SET FORTH IN THE PRECEDING PARAGRAPH MAY NOT APPLY TO YOU. IF ANY ARE HELD INAPPLICABLE OR UNENFORCEABLE FOR ANY REASON, THEN Compubrain, Inc'S MAXIMUM LIABILITY TO YOU FOR ANY NON-DIRECT TYPE OF DAMAGES SHALL BE LIMITED TO U.S. $200.00 IN THE AGGREGATE.
(d) IN NO EVENT SHALL Compubrain, Inc (OR ANY OF ITS OFFICERS, DIRECTORS, SHAREHOLDERS, EMPLOYEES, AFFILIATES, AGENTS OR ADVERTISERS), BE LIABLE FOR ANY DIRECT DAMAGES IN EXCESS IN THE AGGREGATE OF US$200.00 (OR, IF YOU ARE AN EMPLOYER WITH A SERVICES AGREEMENT WITH Compubrain, Inc, THE AMOUNTS ACTUALLY PAID BY YOU TO Compubrain, Inc UNDER THIS AGREEMENT IF GREATER THAN US$200.00).
(e) Due to the nature of this Agreement, in addition to money damages, you agree that Compubrain, Inc will be entitled to equitable relief upon a breach of this agreement by you.

7. Links to Other Sites. Compubrain, Inc contains links to third party web sites. These links are provided solely as a convenience to you and not as an endorsement by Compubrain, Inc of the contents on such third-party web sites. Compubrain, Inc is not responsible for the content of linked third-party sites and does not make any representations regarding the content or accuracy of materials on such third-party web sites. If you decide to access linked third-party web sites, you do so at your own risk.

8. Amendments to this Agreement and Changes to Site. Compubrain, Inc may revise this Agreement(s) at any time by updating this page. Changes will be binding on you on the date they are posted on the Site (or as otherwise stated in the any notice of such changes). Any use of the Site will be considered acceptance by you of the then-current Terms and Conditions (including any Exhibits thereto). If at any time you find the Terms and Conditions unacceptable, you may not use the Site any longer. Any new or different terms supplied by you are specifically rejected by Compubrain, Inc unless Compubrain, Inc agrees to them in a signed writing specifically including those new or different terms. Compubrain, Inc may change the Site at any time.

9. Indemnity. You agree to defend, indemnify, and hold harmless Compubrain, Inc (and its officers, directors, employees and agents) from and against any third party claims, actions or demands (including, without limitation, costs, damages and reasonable legal and accounting fees) alleging or resulting from or in connection with your use of the Site, any Document posted by you, or your breach of this Agreement. Compubrain, Inc shall use reasonable efforts to provide you prompt notice of any such claim, suit, or proceeding and may assist you, at your expense, in defending any such claim, suit or proceeding.

10. User Information. Please note that Compubrain, Inc may collect certain personal information from Users and may contact Users periodically in accordance with the terms of the Privacy Policy. In addition, Compubrain, Inc reserves the right to comply, in its sole discretion, with legal requirements, requests from law enforcement agencies or requests from government entities, even to the extent that such compliance may require disclosure of certain information collected from Users.

Exhibit A -House Rules regarding Posting, Conduct and Security

Compubrain, Inc is the sole interpreter of these rules. Users who violate these rules may have their access and use of the Site suspended or terminated, at Compubrain, Inc's discretion. Compubrain, Inc reserves the right to change these rules in accordance with the amendment policy in the Terms and Conditions to which this Exhibit A is attached.

A1. Conduct Rules:

(a) You may not respond to postings by other Users in any manner or for any purpose other than that which is expected (i.e., to apply for the job or to initiate further discussion with the candidate). Communications soliciting the employer's business by our competitors are prohibited.

(b) You may not send unsolicited commercial email to Users.

(c) Protect your password. You are responsible for maintaining the confidentiality of your information and password. You are responsible for all uses of your registration, whether or not authorized by you. If others use your password to post inappropriate material on the Site, you risk losing your access to the Site. You agree to notify Compubrain, Inc immediately of any unauthorized use of your registration and password.

(d) Report inappropriate postings or conduct to Feedback.

(e) You may not delete or revise any material posted by any other person or entity.

(f) If at any time during the term of this agreement Compubrain, Inc comes to the understanding that you: (i) misled Compubrain, Inc of your business practices and/or services, or (ii) purchased services that do not represent your precise business, Compubrain, Inc reserves the right to terminate this agreement.

(g) Compubrain, Inc is under no obligation to monitor the conduct of its Users, but it may investigate and respond when violations are reported.

A2. Security Rules:

(a) Users are prohibited from violating or attempting to violate the security of the Site, including, without limitation: (i) accessing data not intended for such User or logging into a server or account which the User is not authorized to access; (ii) attempting to probe, scan or test the vulnerability of a system or network or to breach security or authentication measures without proper authorization; (iii) attempting to interfere with service to any User, host or network, including, without limitation, via means of submitting a virus to the Site, overloading, "flooding", "mailbombing" or "crashing"; (iv) sending unsolicited e-mail, including promotions and/or advertising of products or services; (v) forging any TCP/IP packet header or any part of the header information in any e-mail or newsgroup posting. Violations of system or network security may result in civil or criminal liability.

(b) Violation of these Security Rules may result in civil or criminal liability. Compubrain, Inc will investigate occurrences which may involve such violations and may involve, and cooperate with, law enforcement authorities in prosecuting Users who are involved in such violations.