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CareerBeam's Terms of Service

Welcome to CareerBeam™ and our online network that brings together universities, students, alumni, corporations and partners (referred to herein as the CareerBeam CSC or the "Site"). These Terms of Service are the terms and conditions under which authorized users of the Site ("you" or "User") may use the CareerBeam CSC and the functionality, content and services offered to you by CareerBeam, Inc. ("CareerBeam," "we" or "us") on or through the Site. Please read this page carefully. If you do not accept these Terms of Service, do not use this Site or services. Any use by you of this Site or related services indicates your acceptance of and agreement to be bound by these Terms of Service, as amended and in effect from time to time. We may amend or modify these Terms of Service at any time without notice to you, so you should visit this page periodically to review the most current version.

Who May Use the Site?
The Site may only be accessed and used by:

  Career center administrators, alumni association administrators, and/or other staff members of colleges or universities which are members of the CareerBeam CSC ("Network Schools") and have (a) licensed and purchased one or more of our career services management solutions and related services and paid all fees due to CareerBeam in connection therewith; and (b) obtained a valid password to access the Site from us.
Students and alumni from Network Schools who are seeking career information and/or employment and who have obtained a valid password to access the Site from us or their college or university career center.
Individuals which have licensed or purchased an online subscription to our virtual career center solutions or corporate services, paid all fees due to CareerBeam in connection therewith and received a valid password to access the Site from us.

Notwithstanding the foregoing, CareerBeam reserves the right, in its sole discretion, to deny access to the Site by any User or to modify, suspend or terminate any User's access to or use of the Site at any time, for any reason or for no reason, without notice. In the event a User's access to the Site is terminated for reasons other than a breach of these Terms of Service or any other agreement between CareerBeam and such User, such User shall be entitled to a refund of any prepaid but theretofore unapplied fees.
In no event may this Site be used or linked to by third party recruiters or by any party charging a fee for access to this Site or for access to any information gathered in this Site (including, but not limited to, employment clearing houses, employment placement/outplacement agencies, search firms, headhunters, temporary worker agencies, or employment consultants) without the prior written consent of CareerBeam in each instance.
Each User will be assigned a unique password, which will enable such User (and only such User) to access and use those portions of the Site that they are authorized to use. You are responsible for maintaining the confidentiality and security of your password, and for all uses of your password or registration and all activities that occur under your password or account, whether or not authorized by you. You agree (a) not to disclose or share your password with any third party, (b) to use your best efforts to prevent any third party from obtaining your password, and (c) to inform us immediately of any actual or potential unauthorized use of or access to your password or to the Site. No User shall create more than one account on the Site without the prior written consent of CareerBeam in each instance. Passwords are subject to cancellation or suspension and Users may be subject to additional fees upon the misuse of any password by any User.

Acceptable Use of the Site
The Site may only be used for lawful purposes to (a) manage and automate career services functions and (b) obtain career information and identify and apply for job opportunities. Users shall only access and use the content, features and functionality of the Site which their password permits them to access and use. All Users are required to adhere to these Terms of Service, including the following requirements and guidelines:
Legal Compliance & Posting Limitations.
Users must use the Site in accordance with all applicable international, federal, state and local laws, and may not post or transmit anything that would give rise to any civil or criminal liability for any party or otherwise violate any law. In furtherance of and without limiting the foregoing, Users specifically acknowledge and agree that they may not:
  Post or transmit any message, information, data, text, software or images, or other materials (collectively, "Content") that violates the copyright, privacy, confidentiality, publicity or intellectual property rights of any person or that reveals any information that should be known to the User to be confidential or a proprietary.
Post or transmit Content that is false, misleading, defamatory, obscene, indecent, threatening, harassing, harmful, tortuous or otherwise objectionable or that could constitute an incitement to unlawful conduct.
Post or transmit any incomplete, false or inaccurate biographical information or information which is not your own accurate profile or resume.
Impersonate any person or entity, including without limitation a CareerBeam employee or agent, an authorized user of CareerBeam's services, a candidate, a career center administrator or staff member or an employer, or otherwise misrepresent your affiliation with any person or entity.
Post or transmit any Content that you do not have a right to reproduce, display or transmit under any law or under contractual or fiduciary relationships (such as nondisclosure agreements or the resume of an individual other than yourself).
Delete or modify any material posted by any other person or entity not related to you.
Register an e-mail address that you do not own or for which you do not have the express permission of the owner to register.

Site Security and Integrity.
Users may not violate or attempt to violate the security, efficiency, reliability, or integrity of the Site or its Content in any way, including, without limitation:
  Accessing content, data, features or functionality on the Site for which your password is not authorized or accessing or logging into a server or account that you are not authorized to access.
Deleting or revising any Content (including, but not limited to, legal notices) posted by CareerBeam.
Aggregating, copying or duplicating in any manner or framing of or linking to any of the Content available from the Site.
Attempting to decipher, decompile, disassemble or reverse engineer any of the software comprising or in any way making up a part of the Site.
Taking any action that imposes an unreasonable or disproportionately large load on the Site's infrastructure.
Attempting to probe, scan or test the vulnerability of a system or network or to breach security or authentication measures without proper authorization.
Using or attempting to use any engine, software, tool, agent or other device or mechanism (including without limitation browsers, spiders, robots, avatars or intelligent agents) to navigate or search this Site other than the search engine and search agents available from CareerBeam on this Site and other than generally available third-party web browsers (e.g., Netscape Navigator, Microsoft Explorer, Firefox).
Forging any TCP/IP packet header or any part of the header information in any e-mail or posting.

Violations of system or network security may result in civil or criminal liability. CareerBeam may involve, and cooperate with, law enforcement authorities in prosecuting users who are involved in such violations.
No Un-permitted Commercial Activity. This Site may not be used for purposes of or to further any commercial activity other than those described in the first sentence of this Section entitled "Acceptable Use of Site," without the prior written consent of CareerBeam. Posting or transmitting any unsolicited advertising, promotional materials, junk mail, "spam," chain letters or any other form of solicitation without the prior written consent of CareerBeam is strictly prohibited. No User may post any franchise, pyramid scheme, club membership, distributorship or sales representative agency arrangement or other business opportunity that requires an up-front or periodic payment, pays commissions only, or requires recruitment of other members, sub-distributors or sub-agents, whether or not such posting is a bona fide offer of employment.

No Resale of Content or Services.
Users are strictly prohibited from, and agree to refrain from, reproducing, duplicating, copying, selling, reselling, trading or otherwise distributing or exploiting for any commercial purposes the Site or its Content or any portion thereof, access to or use of the Site or the Content or any portion thereof, or any of the related services offered on the Site.
User Information
When you register on the Site and during the course of your use of the Site, you will be asked to provide certain personally identifiable information about you, such as your name, address, e-mail address and similar information. All personally identifiable information you provide to us is protected under and subject to our Privacy Policy which is published on this Site.
We also gather and compile information and data about our Users and their usage of the Site on a collective basis and in a manner which does not disclose or reveal any personally identifiable information about individual Users. You understand, acknowledge and agree that we are the sole owners of all such aggregated, anonymous data for all purposes, and have the unrestricted right to use such data and to disclose or distribute such data to third parties as we deem appropriate so long as it does not contain personally identifiable information about our Users.

User-Submitted Content
Users are solely responsible for any and all content and communications that they post or transmit to the Site or to any User of the Site, as well as for the consequences of such postings and transmissions. You acknowledge that any reliance on any material or communication posted or transmitted by another User will be at your own risk.
CareerBeam may, in its sole discretion, reject, remove or edit any User-submitted content or communication appearing on the Site for any reason, without notice, including, but not limited to, any resume or other User content or communication. Without limiting the generality of the authority prescribed in the preceding sentence, CareerBeam reserves the right (but shall have no obligation) to investigate any reported or suspected violation of these Terms of Service and to edit or remove any content or communication that violates these Terms of Service or that CareerBeam may in its sole discretion determine to be inappropriate or objectionable for any reason whatsoever; provided, however, that CareerBeam shall have no liability or responsibility to Users for performance or nonperformance of such activities. Any decision by CareerBeam to edit or remove any content shall be final, binding and not subject to debate or refund. CareerBeam reserves the right to expel Users and prevent their further access to the Site for violating these Terms of Service or the law, and may take any action with respect to User-submitted information that it deems necessary or appropriate in its sole discretion if it believes it may create liability for CareerBeam or may cause CareerBeam to lose (in whole or in part) any Network Schools or other clients or customers or the services of its ISPs or other suppliers.
By submitting or posting any content to any area of the Site, you grant CareerBeam and its affiliates the royalty-free, perpetual, irrevocable, sublicenseable (through multiple tiers), non-exclusive right (including any moral rights) and license to use, reproduce, modify, adapt, publish, translate, create derivative works from, distribute, communicate to the public, perform and display the content (in whole or in part) worldwide and/or to incorporate it in other works in any form, media, or technology now known or later developed. You also warrant that the holder of any rights, including moral rights in such content, has completely and effectively waived all such rights and validly and irrevocably granted to you the right to grant the license stated above. You also permit any User to access, display, view, store and reproduce such content for the purposes contemplated by the Site. Subject to the foregoing, the owner of such content placed on the Site retains any and all rights that may exist in such content.

Third Party Content and Links
The Site provides content and material from, and links and references to, web sites of third parties and other third party resources not controlled by CareerBeam (collectively, "Third Party Content"). You acknowledge and agree that CareerBeam neither endorses nor is responsible or liable for the availability, accuracy, currency or reliability of any Third Party Content. Any concerns regarding such Third Party Content should be directed to the third party. Under no circumstances will CareerBeam be liable for any loss or damage caused by any use or reliance on Third Party Content or any purchase or use of goods or services from any third party referenced on the Site. Nothing on the Site shall be deemed to be a recommendation of any third party, Third Party Content or third party products or services, or to constitute any representation or warranty as to a third party's qualifications, services, products, offerings, information or any other content.

Termination
CareerBeam may, in its sole discretion, terminate your password, account (or any part thereof) or access to or use of the Site, or remove or discard any content within the Site, for any reason, including, without limitation, your failure to pay any fees or other amount due to CareerBeam or if CareerBeam believes that you have breached or violated or acted inconsistently with the letter or spirit of these Terms of Service or any agreement between you and CareerBeam. CareerBeam may also in its sole discretion and at any time discontinue providing the Site or any related services, or any part thereof, with or without notice. You agree that any termination of your access to the Site under any provision of these Terms of Service may be effected without prior notice, and acknowledge and agree that CareerBeam may immediately deactivate or delete your account and all related information and files in your account and/or bar any further access to such files or the Site. Further, you agree that CareerBeam shall not be liable to you or any third party for any termination of your access to the Site or any related services. All fees and other amounts paid to CareerBeam by any User for access to or use of the Site, any features or functionality of the Site or any related services are non-refundable, except as otherwise expressly provided herein or in any other written agreement between CareerBeam and such User.

Proprietary Rights
The contents of the Site, including, but not limited to, its look and feel, text, graphics, icons, logos, buttons and images and any and all software used on or incorporated in the Site (collectively, the "Site Content"), are protected under United States and foreign copyright, trademark, patent, trade secret and other laws. All Site Content is the property of CareerBeam or its suppliers, Client Schools or business partners. The compilation (meaning the collection, arrangement and assembly) of the Site Content is the exclusive property of CareerBeam and is protected by United States and international copyright laws. Unauthorized use of the Site Content may violate copyright, trademark, patent and other laws. You must retain all copyright, trademark, service mark and other proprietary notices contained in the original Site Content on any copy you make of such material. You may not (a) sell or modify the Site Content; (b) modify, decipher, decompile, disassemble or reverse engineer any of the software comprising or in any way making up a part of the Site, or (c) reproduce, display, publicly perform, distribute, or otherwise use the Site Content in any way for any public or commercial purpose. The use of the Site Content on any other web site or in a networked computer environment for any purpose is prohibited.
CareerBeam, the CareerBeam logo, CareerBeam CSC, and all other CareerBeam trademarks, tag-lines, product and service names and logos are all trademarks of CareerBeam (collectively, the "CareerBeam Marks"). You agree that you will not, without the prior written consent of CareerBeam, display or use any of the CareerBeam Marks in any manner.
The Site also contains many third-party trademarks and service marks of CareerBeam CSC Schools, and business partners. All such marks are the property of their respective holders.

Disclaimer of Warranties
All Users expressly understand and agree that:
  YOUR USE OF THE SITE IS AT YOUR SOLE RISK. THE SITE AND ALL SITE CONTENT AND RELATED SERVICES ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS, WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED. TO THE FULLEST EXTENT PERMISSIBLE PURSUANT TO APPLICABLE LAW, CAREERBEAM DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO THE WARRANTIES OF MERCHANTIBILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT.
CAREERBEAM MAKES NO WARRANTY THAT (I) THE SITE OR ANY RELATED SERVICES WILL MEET YOUR REQUIREMENTS OR EXPECTATIONS, (II) THAT YOUR ACCESS TO OR USE OF THE SITE OR ANY RELATED SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE OR ERROR FREE, (III) THAT ANY DEFECTS IN THE SITE WILL BE CORRECTED, (IV) THAT THE SITE OR ANY SERVER THROUGH WHICH YOU ACCESS THE SITE IS FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS, (V) THAT ANY CONTENT OR COMMUNICATION WILL BE VIEWED BY ANY MINIMUM OR SPECIFIC NUMBER OF USERS OR BY ANY PARTICULAR USER, CAREERBEAM DOES NOT WARRANT OR MAKE ANY REPRESENTATIONS REGARDING THE USE OF OR THE RESULT OF THE USE OF THE SITE OR ANY SITE CONTENT IN TERMS OF ITS CORRECTNESS, ACCURACY, RELIABILITY, OR OTHERWISE.
ANY MATERIAL DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE SITE 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.
NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM CAREERBEAM OR THROUGH OR FROM THE SITE SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THESE TERMS OF SERVICE.

Limitation of Liability
IN NO EVENT SHALL CAREERBEAM BE LIABLE TO YOU OR ANY THIRD PARTY CLAIMING THROUGH YOU FOR INCIDENTAL, INDIRECT, CONSEQUENTIAL, SPECIAL, PUNITIVE OR EXEMPLARY DAMAGES OF ANY KIND -- INCLUDING WITHOUT LIMITATION LOST REVENUES OR PROFITS, LOSS OF BUSINESS OR LOSS OF DATA -- ARISING OUT OF OR RESULTING FROM YOUR USE OF OR INABILITY TO USE THE SITE, REGARDLESS OF WHETHER CAREERBEAM WAS ADVISED, HAD OTHER REASON TO KNOW, OR IN FACT KNEW OF THE POSSIBILITY THEREOF.
CAREERBEAM'S MAXIMUM LIABILITY ARISING OUT OF OR RELATING TO THE SITE, YOUR USE OF THE SITE AND THE SUBJECT MATTER HEREOF, REGARDLESS OF THE CAUSE OF ACTION (WHETHER IN CONTRACT, TORT, BREACH OF WARRANTY OR OTHERWISE), SHALL NOT EXCEED THE GREATER OF (I) THE TOTAL AMOUNT OF ALL FEES PAID TO CAREERBEAM BY YOU DURING THE THREE (3) MONTH PERIOD PRECEDING THE IMPOSITION OF LIABILITY; OR (II) $100.
SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES OR THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES. ACCORDINGLY, SOME OF THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU.

Indemnification
You agree to defend, indemnify and hold harmless CareerBeam and each of its officers, directors, employees and agents from and against any and all damages, liabilities, claims, demands, costs and expenses, including but not limited to, reasonable attorneys' fees, resulting from your (i) use or misuse of the Site, (ii) violation of these Terms of Service (as amended and in effect from time to time), (iii) conduct, communication or interaction with any other user of the Site or any of your other activities on the Site, or (iv) violation of the rights of any other User of the Site or any other person or entity. Use of this Site is at your own risk.

Copyrights and Copyright Agent
If you believe any content or materials on the Site infringes your copyright, you agree to abide by the notice and take down procedures of the Digital Millennium Copyright Act by contacting our copyright agent and providing the following information:
  A description of the copyrighted work or other intellectual property 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;
A statement by you, made under penalty of perjury, that the above information in your Notice is accurate and that you are the copyright or intellectual property owner or authorized to act on the copyright or intellectual property owner's behalf; and
A physical signature of the person authorized to act on behalf of the owner of the copyright or other intellectual property interest.

The name and contact information of our agent for copyright issues is as follows:
Mr. Jim Long
Copyright Agent
CareerBeam, Inc.
204 Gittings Avenue
Baltimore, MD 21212
Phone: 410-917-3379
Fax: 410-917-3379
E-mail: copyright@CareerBeam.com

Miscellaneous
Entire Agreement.
This Agreement, together with our privacy statement and any written license and services agreement or subscription agreement between you and CareerBeam relating to the Site, constitutes the entire agreement between us with respect to your use of the Site and supercedes any previous oral or written arrangements or understandings relating thereto. In the event of any conflict or inconsistency between these Terms of Service and any written license and services agreement or subscription agreement between us and any User, the provisions of the applicable license and services agreement or subscription agreement shall prevail.
Waiver, etc.
No waiver of any provision of these Terms of Service by CareerBeam shall be effective unless in writing signed by an authorized representative of CareerBeam. The waiver by CareerBeam of a breach or violation of any provision of these Terms of Service shall not constitute a waiver by CareerBeam of any succeeding breach of the same or other provision; nor shall any delay or omission on the part of CareerBeam to exercise or avail itself of any right, power or privilege that it has or may have hereunder operate as a waiver of any such right, power or privilege by CareerBeam. Any provisions of these Terms of Service that may be invalid shall not affect the validity of enforcement of the remaining valid terms of these Terms of Service.
Governing Law.
These Terms of Service and all use of the Site shall be governed by the laws of the Commonwealth of Virginia, without regard to its conflict of law provisions. You hereby submit to the jurisdiction of the courts of the Commonwealth of Virginia and the federal courts of the United States of America located in such state for purposes of any action relating to the interpretation or enforcement of the provisions of these Terms of Service, and agree that any legal proceedings arising under or pursuant to these Terms of Service or your use of the Site shall be conducted in such state.
Corporate Terms & Conditions
CareerBeam, Inc.'s ("CareerBeam") web based career products and services ("Corporate Services" or "Services") may be purchased by signing our Professional Services Agreement, which incorporates these Corporate Terms and Conditions in full by reference, or through our online ordering process, which includes acceptance of these Corporate Terms and Conditions as a required component of the process. In either case, the Professional Services Agreement or online order form (as the case may be) and these Corporate Terms and Conditions, taken together (collectively, the "Agreement"), set forth the terms and conditions upon which Corporate Services are sold and provided by CareerBeam to its corporate clients ("You").
CareerBeam may amend or modify these Corporate Terms and Conditions at any time and from time to time without notice to You, so you should visit this page periodically to review the most current version.
Upon signing a Professional Services Agreement or ordering Corporate Services through our online ordering process, You are indicating your acceptance of, and agreement to be bound by and to comply with, the following (as same may be amended by CareerBeam and in effect from time to time):
  1. Purchase of Services. As a corporate client of CareerBeam who is procuring CareerBeam Corporate Services, You agree to purchase and pay for such Corporate Services, in each case on the terms and subject to the conditions set forth in the Agreement, which includes the terms and conditions set forth below.

  2. Web Site Usage Guidelines. CareerBeam will allow authorized users specified in the Agreement to access its web site (the "Site") and the corporate services purchased using an assigned username and password as described in Section 8 herein. Only authorized users are permitted to use the Site per this Agreement.

  3. Content.
    1. You are responsible for any and all content and communications that You publish or post on the Site or submit to CareerBeam or any user of the Site, and for the consequences of its publication and use, including, but not limited to, job postings, company descriptions, links to web sites, sponsorship or advertising images and copy (collectively, the "Content").

    2. You represent and warrant that You have the right to publish and display any Content You publish or post on the Site or submit to CareerBeam or any user of the Site, and that such Content does not and will not infringe upon or violate any copyright, trademark or other intellectual property rights of others, any applicable law or regulation or any privacy, publicity or other personal rights of others. You agree to indemnify and hold CareerBeam harmless from, and against, any expense, liability, claim or loss that results from any claims arising out of the publication or delivery of Your Content.

    3. All Content is subject to CareerBeam approval. CareerBeam reserves the right, in its sole discretion (but shall have no obligation), to reject or cancel the publication or delivery of any Content for any reason at any time. or to modify, reject, remove or edit any Content on the Site for any reason, without notice. Without limiting the generality of the authority prescribed in the preceding sentence, CareerBeam reserves the right, in its sole discretion, to modify, reject, remove or edit any Content which it deems to be unacceptable, unlawful, distasteful, immoral, unethical, offensive, discriminatory, objectionable or otherwise in violation of any provision of this Agreement or which it believes may create liability for CareerBeam or may cause CareerBeam to lose any clients or customers or the services of its ISPs or any other suppliers. Any decision by CareerBeam to modify, reject, edit or remove any Content shall be final, binding and not subject to debate or refund. CareerBeam will not be liable for any claims or damages related to exercising, or failing to exercise, its right to modify, edit, remove, reject or cancel publication or delivery of any Content.

  4. Authorized Users; Password Protection. To access Corporate Services delivered on the Site, You will establish a unique username ("Username") and a unique password ("Password") when creating an account, which will enable You (and only You) to access and use the Services. You will be solely responsible for the security of Usernames and Passwords and You agree to comply with the procedures specified by CareerBeam from time to time regarding using and updating Usernames and Passwords to the Site. You are responsible for maintaining the confidentiality of your Username and Password and You will be subject to termination and/or additional fees if you share your Username and Password without the express written consent of CareerBeam.

  5. Marketing Services. Marketing Services may include online sponsorship, direct email, direct mail, advertorial, events, online advertising, or other media formats employed by CareerBeam from time to time to deliver Your Content to Members (collectively, "Marketing Services," and individually a "Marketing Campaign"). All online Marketing Services are duration-based unless otherwise specified. In order to ensure that Your Marketing Campaign is delivered to Members on time, all Content must be received at least 48 business hours prior to the beginning of a Marketing Campaign. Rich media must be approved in advance by CareerBeam, and must be received at least 10 business days prior to the beginning of a Marketing Campaign. If acceptable Content is not received within the stated deadlines, You may forfeit Your allocation of Marketing Services or CareerBeam may not be held responsible for delivering the specific commitments of the Marketing Campaign. In the case of print or direct mail Marketing Campaigns, all Content must be received prior to the space reservations and materials deadlines published by CareerBeam from time to time.

  6. Communication to Members.
    1. If and to the extent applicable, You hereby to comply with the Can Spam Act of 2003, and to include in Your Content all information required for compliance (including Your physical address, valid instructions for Members to opt-out of any future communications by You, and other information required by law as may be amended from time to time).

    2. You acknowledge that some of the email addresses of CareerBeam Members may be included within Your email suppression file. In order to be eligible to send email to Members, You are responsible for supplying CareerBeam with any relevant suppression files you may be in possession of, prior to the transmission of your message. Upon receiving the suppression file(s), CareerBeam will remove all applicable email addresses prior to transmission. CareerBeam will allow third-party suppression list management services to be employed ONLY if a separate confidentiality and non-disclosure agreement is signed in advance between CareerBeam and that vendor. You are obligated to pay CareerBeam an additional fee of $5 for every thousand names listed on your suppression file(s).

  7. Performance Measurement. CareerBeam does not guarantee the number of job applications, impressions, click-throughs, or other outcomes unless otherwise specified in the Agreement. All online performance commitments for impressions or defined leads will be measured by CareerBeam's ad servers in order to determine fulfillment of the commitments within the Agreement, which measurements and determinations shall be final and binding.

  8. Fees; Payment Terms.
    1. Fees. The fees payable by You hereunder are set forth in the Agreement or, in the case of online ordering, are as presented to you within the Site.

    2. Payment/Timing. All amounts required to be paid to CareerBeam hereunder shall be paid in U.S. dollars by credit card at the time of purchase or within thirty (30) days from the date of the applicable CareerBeam invoice, if invoice payment is permitted by CareerBeam. All amounts due hereunder are net amounts, and You agree that You will be responsible for all sales, use or services taxes of any kind, with the exception of taxes due on CareerBeam's income. Payments which are not received within the stated time period may be subject to an interest charge equal to the greater of one and one half percent (1˝%) per month, or the maximum amount allowed by applicable law. CareerBeam has no obligation to refund any fees received under any circumstances, except as otherwise expressly provided in this Agreement.

  9. Credit Verification. You agree to provide CareerBeam with such credit information as CareerBeam may request from time to time to substantiate the extension or continuation of payment terms hereunder, and authorize CareerBeam at any time and from time to time to obtain credit information about You from trade and bank references, consumer credit agencies and other credit sources.

  10. Term and Termination.
    1. Term. The Term of this Agreement (the "Initial Term") commences upon the effective date of the mutually-signed Agreement or, in the case of online ordering, the day You complete Your transaction and purchase the Services. The Initial Term expires on the date all purchased Services are delivered, or in the case of online ordering, on the date indicated on your Transaction Confirmation page (which you will receive following the online purchase of the Services), unless sooner terminated as provided herein. The Agreement will automatically renew for subsequent twelve-month periods unless and until one party provides the other party with written notice of its intent not to renew at least sixty (60) days prior to the end of the then-current term.

    2. Termination. If You breach any provision of this Agreement, CareerBeam may, at its option and without notice, (i) immediately discontinue and terminate Your access to and use of the Services and/or (ii) pursue any and all other available remedies. In addition, CareerBeam may, at its option and without notice, discontinue and terminate Your access to and use of the Services without cause, for any reason or for no reason. In the event of a termination by CareerBeam for any reason other than breach by You of this Agreement, You will be entitled to a refund of any prepaid but theretofore unapplied fees. Upon any termination for any reason, You will immediately cease all use of the Services.

  11. Other General Terms.
    1. You acknowledge and agree that Your access to and use of the Site and the Services are subject to, and You hereby accept and agree to abide and be bound by, the Terms of Use and Privacy Policy available at the Site as they may be amended from time to time by CareerBeam at its sole and complete discretion.

    2. You agree to keep the pricing, terms, conditions and contents of your agreement with CareerBeam confidential and will not publicize or disclose the pricing, terms, conditions or contents of it to any third party without the prior written permission of CareerBeam.

    3. You may not assign this agreement or any rights granted herein without the express written consent of CareerBeam.

  12. Logo and Name Usage. You grant to CareerBeam the right to cite Your company as an CareerBeam client, and to use or display Your company's name or logo on the Site. In addition, You hereby grant to CareerBeam the right to use and display your Company's name and logo in promotional materials provided that all uses are consistent with any and all branding or usage guidelines provided by You to, with written confirmation of receipt by, CareerBeam.

  13. Limitation of Liability. THE SITE AND THE SERVICES ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS, WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED. CAREERBEAM EXPRESSLY DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF NON-INFRINGEMENT OF THIRD PARTY RIGHTS, MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. CAREERBEAM MAKES NO WARRANTY THAT (I) THE SITE, THE SERVICES OR ANY RELATED SERVICES WILL MEET YOUR REQUIREMENTS OR EXPECTATIONS, (II) THAT YOUR ACCESS TO OR USE OF THE SITE OR THE SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE OR ERROR FREE, (III) THAT ANY DEFECTS IN THE SITE OR THE SERVICES WILL BE CORRECTED, (IV) THAT THE SITE OR THE SERVICES OR ANY SERVER THROUGH WHICH YOU ACCESS THE SITE OR THE SERVICES IS FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS, (V) THAT ANY MARKETING CAMPAIGN, JOB POSTING OR OTHER CONTENT WILL BE VIEWED BY ANY MINIMUM OR SPECIFIC NUMBER OF MEMBERS OR PARTICULAR MEMBER. CAREERBEAM DOES NOT WARRANT OR MAKE ANY REPRESENTATIONS REGARDING THE USE OF OR THE RESULT OF THE USE OF THE SITE OR THE SERVICES OR ANY SITE CONTENT IN TERMS OF ITS CORRECTNESS, ACCURACY, RELIABILITY, OR OTHERWISE. IN NO EVENT SHALL CAREERBEAM BE LIABLE FOR INCIDENTAL, INDIRECT, CONSEQUENTIAL, SPECIAL, PUNITIVE OR EXEMPLARY DAMAGES OF ANY KIND - INCLUDING WITHOUT LIMITATION LOST REVENUES OR PROFITS, LOSS OF BUSINESS OR LOSS OF DATA - ARISING OUT OF OR RESULTING FROM THIS AGREEMENT OR THE USE OR INABILITY TO USE THE SITE OR THE SERVICES, REGARDLESS OF WHETHER CAREERBEAM KNEW OF THE POSSIBILITY THEREOF. CAREERBEAM'S MAXIMUM LIABILITY ARISING OUT OF THIS AGREEMENT (WHETHER IN CONTRACT, TORT, BREACH OF WARRANTY OR OTHERWISE) SHALL NOT EXCEED THE GREATER OF (A) THE TOTAL AMOUNT OF ALL FEES PAID TO CAREERBEAM HEREUNDER DURING THE THREE (3) MONTH PERIOD PRECEDING THE IMPOSITION OF LIABILITY, OR (B) $100.

  14. Miscellaneous. This Agreement (i) constitutes the entire agreement between the parties with respect to the subject matter hereof and supercedes any previous oral or written arrangements or understandings relating thereto, (ii) will be governed by the laws of the Commonwealth of Virginia, and (iii) may not be assigned by the You, in whole or in part, directly or indirectly, by operation of law or otherwise. The terms and conditions of this Agreement may not be amended or waived without the prior written consent of CareerBeam. CareerBeam reserves the right to amend or modify these terms and conditions, the Site and/or the Services at any time and from time to time without notice.

©2006 CareerBeam. All rights reserved. CareerBeam reserves the right to make changes in specifications and other information contained in this document without prior notice. The reader should in all cases consult CareerBeam to determine whether any such changes have been made. Revised 4/11/2006.