CareerAdvocate End User Online Services Terms & Conditions

1. INTRODUCTION

1.1 Welcome to the CareerAdvocate Web site ("CareerAdvocate") located at www.careeradvocate.com and all web pages located and accessible therein. CareerAdvocate.com is operated by SingleEdge Development, Inc., and/or its affiliates (collectively referred to herein as "we," "us," or "our").

2. GENERAL RULES AND DEFINITIONS

2.1 If you choose to use the CareerAdvocate.com service (the "Service"), you will be agreeing to abide by all of the terms and conditions of use of this Agreement between you and CareerAdvocate.

2.2 CareerAdvocate may change, add, and/or remove portions of this Agreement at any time, and each use is subject to the Agreement posted herein at the time of use. Please refer to Section 10, below, for more information regarding amendment of the terms of this Agreement.

2.3 IF ANY OF THESE OPERATING TERMS AND CONDITIONS OF USE OR ANY FUTURE CHANGES ARE UNACCEPTABLE TO YOU, YOU SHOULD IMMEDIATELY DISCONTINUE USAGE OF CareerAdvocate.com. YOUR CONTINUED USE OF THE SERVICE NOW, OR FOLLOWING THE POSTING OR NOTICE OF ANY CHANGES IN THESE OPERATING TERMS AND CONDITIONS OF USE, WILL INDICATE ACCEPTANCE BY YOU OF SUCH RULES, CHANGES, AND/OR MODIFICATIONS.

2.4 CareerAdvocate may change, suspend, and/or discontinue any aspect of the Service at any time, including the availability of any Service feature, database, and/or content. CareerAdvocate may also impose limits on certain features and services or restrict your access to parts or all of the Service without notice or liability.

3. RESTRICTIONS ON USE OF MATERIALS

3.1 All materials contained on CareerAdvocate.com websites are the copyrighted property of CareerAdvocate or its parent companies, subsidiaries, affiliated companies, and/or third-party licensors. All trademarks, service marks, trade names, and trade dress are proprietary to CareerAdvocate or its parent companies, subsidiaries, affiliated companies, and/or third-party licensors. No material, such as text, source code, content, data, and/or graphics, from CareerAdvocate.com or any website or database owned, operated, licensed, and/or controlled by CareerAdvocate may be copied, reproduced, republished, uploaded, posted, displayed, transmitted, distributed, used, misrepresented, and/or transferred in any way, except that you may download one copy of the materials on any single computer for your personal or noncommercial home use only and print one hard paper copy of the materials, provided that (i) you keep intact all copyright and other proprietary notices, (ii) you make no modifications to the materials, (iii) you do not use the materials in a manner that suggests an association with any of our products, services, or brands, and (iv) you do not download any quantities of materials to a database that can be used to avoid future downloads from CareerAdvocate.com. The use of any material obtained from CareerAdvocate.com on any other publication, website, and/or computer environment is strictly prohibited, and such unauthorized use of any material obtained from CareerAdvocate.com will be aggressively pursued through the United States and international intellectual property and/or copyright laws.

3.2 You acknowledge that CareerAdvocate's Web sites and databases are proprietary to CareerAdvocate or, in the case of information and images licensed to CareerAdvocate by its partners ("Data Suppliers"), to such Data Suppliers, that CareerAdvocate's databases shall remain the exclusive property of CareerAdvocate or the Data Suppliers, and that you have no rights therein other than as set forth herein. The Web sites and databases are copyrighted either by CareerAdvocate or its Data Suppliers, and all rights are reserved, as set forth herein.

3.3 In the event you download web pages from CareerAdvocate, the data, including any files, images, information, or links, incorporated in or generated by the data (collectively, the "data") are licensed to you by us or third-party licensors for your personal and/or noncommercial home use only. We do not transfer title to the data to you. You own the medium on which the data is recorded, but we (or our third-party licensors) retain full and complete title to the data, including, but not limited to, title to all copyrights, trademarks, and/or all intellectual property rights therein. You may not redistribute, post, upload, sell, auction, decompile, reverse engineer, disassemble, and/or otherwise reduce the data, or any source code for the data, to a human-readable form other than presented herein.

3.4 You are allowed to provide URL www.CareerAdvocate.com to students and/or prospective students so that they can access the materials, information, and/or data located herein. Permission to use CareerAdvocate.com content in providing educational materials to students and/or perspective students by an educational professional is granted on a case-by-case basis. However, CareerAdvocate welcomes all requests, which should be sent electronically to:

copyright1 at CareerAdvocate.com,
or via postal mail to:
Copyright Department
CareerAdvocate
155 N. 400 W.
Suite 180
Salt Lake City, UT 84103

3.5 CareerAdvocate has designated a legal agent for the purpose of registering the content and materials of CareerAdvocate.com with the Copyright Office pursuant to 17 U.S.C. 512(c): the law firm of Workman Nydegger. If you know of anyone who has allegedly illegally copied, reproduced, republished, uploaded, posted, displayed, transmitted, distributed, used, misrepresented, and/or transferred the contents of any web pages located at CareerAdvocate.com for any purpose, and/or has violated any of the United States and/or international copyright laws please contact CareerAdvocate, or their agent, as soon as possible.

3.6 If you believe that your copyrighted work has been infringed by CareerAdvocate and you want to take down or disable the allegedly infringing materials on CareerAdvocate.com, you must provide a Notification of Infringement letter included all the information requested, which should be sent electronically to:

copyright1 at CareerAdvocate.com,
or via postal mail to:
Copyright Department
CareerAdvocate
155 N. 400 W.
Suite 180
Salt Lake City, UT 84103

The information requested is intended to be in substantial conformance with the requirements set forth in the Digital Millennium Copyright Act, 17 U.S.C. Section 512 (c)(3)(A). We therefore require the following information from you:

1. An e-mail message addressed to copyright1 at CareerAdvocate.com with "NOTIFICATION OF INFRINGEMENT - HTTP://www.CareerAdvocate.com" as the subject.
2. An electronic signature and/or scanned copy of a physical signature of a person authorized to act on behalf of the owner of an exclusive intellectual property right that is allegedly infringed by CareerAdvocate.
3. Identification of the copyrighted work allegedly being infringed, or, if you want to cover multiple copyrighted works in a single notice, a representative list of such works.
4. Identification of the material that you claim is allegedly infringing or is the subject of allegedly infringing activity and that you believe should be removed or access to which should be disabled, with information reasonably sufficient to permit us to locate the material (i.e., the name or URL of the webpage).
5. All information reasonably sufficient to permit us to contact you, such as an address, telephone number and, if available, an e-mail address at which you may be contacted.
6. A complete statement that you have a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, and/or the law.
7. A complete statement that the information in your notification is accurate, and under penalty of perjury, that you are authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.

3.7 Any notification by a copyright owner or a person authorized to act on its behalf that fails to comply with the provisions above shall not be considered sufficient notice and shall not be deemed to confer upon CareerAdvocate actual knowledge of facts or circumstances from which infringing material or acts are evident - Pursuant to 37 C.F.R. - 201.38.

3.8 CareerAdvocate respects the intellectual property of others and asks all users to do the same, and may, in appropriate circumstances and at its discretion, terminate access of users who infringe the intellectual property of others.

4. CONTENT LINKED TO ANY CareerAdvocate WEBSITE

4.1 You should be aware that when accessing a CareerAdvocate Web site, you could be directed to other web sites that are beyond our control. There are links to other websites from CareerAdvocate web pages that take you outside of our service. For example, if you click on a banner advertisement or a search result, the click may take you off the CareerAdvocate Web site. This includes links from advertisers, sponsors, and content partners that may use our logo(s) as part of a co-branding or advertising relationship. You acknowledge that when you activate a link to another Web site the other Web site is not controlled by CareerAdvocate and different terms of use and privacy policy may apply. By activating links to other Web sites, you acknowledge that CareerAdvocate is not responsible for those Web sites. We reserve the right to disable links from third-party Web sites to any CareerAdvocate webpage, although we are under no obligation to do so.

4.2 We make no representations concerning the content of Web sites listed in any of our directories. Consequently, we cannot be held responsible for the accuracy, relevancy, copyright compliance, legality, and/or decency of material contained in websites listed in our search results or otherwise linked to or from an CareerAdvocate website.

5. SUBSCRIPTIONS/BILLING

5.1 Access and use of most of the CareerAdvocate.com Web sites is free. However, some services offered on CareerAdvocate Web sites are subscription-based services. Please refer to the Member Service Agreement for the applicable subscription-based service for specific terms and conditions applicable thereto.

6. DISCLAIMER

6.1 THE MATERIALS IN THE CareerAdvocate WEBSITES ARE PROVIDED "AS IS" AND WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED. TO THE FULLEST EXTENT PERMISSIBLE PURSUANT TO APPLICABLE UNITED STATES AND INTERNATIONAL LAWS, WE DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND/OR NONINFRINGEMENT. WE DO NOT WARRANT THAT THE SEARCH CAPABILITIES OR OTHER FUNCTIONS OR MATERIALS CONTAINED ON ANY CareerAdvocate WEBSITE WILL BE UNINTERRUPTED OR ERROR-FREE, THAT DEFECTS WILL BE CORRECTED, OR THAT ANY CareerAdvocate WEBSITE OR THE SERVERS THAT MAKE, USE, OR TRANSMIT SUCH MATERIALS AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. WE DO NOT WARRANT OR MAKE ANY REPRESENTATIONS REGARDING THE USE OR THE RESULTS OF THE USE OF THE SEARCH CAPABILITIES OR OTHER FUNCTIONS OR MATERIALS ON ANY CareerAdvocate WEBSITE IN TERMS OF THEIR CORRECTNESS, ACCURACY, RELIABILITY, OR OTHERWISE. YOU ASSUME THE ENTIRE COST OF ALL NECESSARY SERVICING, REPAIR, AND/OR CORRECTION OF ANY MACHINE DAMAGED OR RENDERED INOPERABLY BY USE OF ANY CareerAdvocate WEBSITE.

6.2 We explicitly disclaim any responsibility for the accuracy, content, or availability of information found on Web sites that link to or from any CareerAdvocate website. We cannot ensure that you will be satisfied with any information, materials, products, and/or services that you purchase from a third-party website that links to or from any CareerAdvocate Web site or third-party content on our Web sites. We do not endorse any of the information, materials, products, and/or services, and have not taken any steps to confirm the accuracy or reliability of, any of the information contained in such third-party websites or content. We do not make any representations or warranties as to the security of any information (including, without limitation, credit card and other personal information) you might be requested to give any third party, and you hereby irrevocably waive any claim against us with respect to such Web sites and third-party content. We strongly encourage you to make whatever investigation you feel necessary or appropriate before proceeding with any online or offline transaction with any of these third parties.

7. INDEMNIFICATION

7.1 You are entirely responsible for maintaining the confidentiality of your member name(s), password(s), and your account, as well as all activities that occur under your account. You hereby indemnify, defend, and hold us, our affiliates, and our officers, directors, owners, agents, information providers, licensors, and licensees (collectively, the "Indemnified Parties") harmless from and against any and all liabilities and costs (including reasonable attorneys' fees) incurred by the Indemnified Parties in connection with any claim arising out of any breach by you of these terms and conditions of use or claims arising from your account. You shall use your best efforts to cooperate with us in the defense of any claim. We reserve the right, at our own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you.

8. LIMITATION OF LIABILITY

8.1 UNDER NO CIRCUMSTANCES, INCLUDING, BUT NOT LIMITED TO, NEGLIGENCE, SHALL CareerAdvocate BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, AND/OR CONSEQUENTIAL DAMAGES THAT RESULT FROM THE USE OF, OR THE INABILITY TO USE, ANY CareerAdvocate WEBSITE OR MATERIALS, SEARCHES, AND/OR OTHER FUNCTIONS ON ANY CareerAdvocate WEBSITE, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT SHALL OUR TOTAL OR PARTIAL LIABILITY TO YOU FOR ANY DAMAGES, LOSSES, AND/OR CAUSES OF ACTION, WHETHER IN CONTRACT, TORT (INCLUDING, BUT NOT LIMITED TO, NEGLIGENCE), OR OTHERWISE EXCEED THE AMOUNT PAID BY YOU, IF ANY, OR $100, WHICHEVER IS LESS, FOR ACCESSING OR PARTICIPATING IN ANY ACTIVITY RELATED TO ANY CareerAdvocate WEBSITE.

9. JURISDICTIONAL ISSUES

9.1 CareerAdvocate is controlled and operated by SingleEdge Development, Inc. and its parent companies, subsidiaries, and affiliates from its U.S. offices in Utah. We make no representation that materials on any CareerAdvocate Web site are appropriate or available for use in any particular location. Those who choose to access a CareerAdvocate Web site do so on their own initiative and are responsible for compliance with local laws, if and to the extent local laws are applicable. Any information or data from this site is further subject to United States export controls. No information or data from this site may be downloaded or otherwise exported or re-exported (i) into (or to a national or resident of) Cuba, Libya, North Korea, Iran, Syria, or any other country to which the U.S. has embargoed goods; or (ii) to anyone on the U.S. Treasury Department's list of Specially Designated Nationals or the U.S. Commerce Department's Table of Deny Orders. By downloading or using the information or data, you represent and warrant that you are not located in, under the control of, or a national or resident of any such country or on any such list or otherwise in violation of export control laws or regulations.

10. AMENDMENT

10.1 We reserve the right, at our sole discretion, to amend, change, modify, add, and/or delete portions of these terms and conditions of use in this Agreement at any time. In the event that we do so, we will notify you of any such change, modification, addition, and/or deletion by sending you an e-mail at the last e-mail address that you provided us, and/or by prominently posting notice of the any such change, modification, addition, and/or deletion on the websites covered by these terms and conditions of use. Any such change, modification, addition, or deletion will be effective upon the earlier of ten (10) calendar days following our dispatch of an e-mail notice to you or thirty (30) calendar days following our posting of such notice on the websites covered by these terms and conditions of use. Please note that, at all times, you are responsible for updating your personal information to provide us your current e-mail address. In the event that the last e-mail address that you have provided us is not valid, or for any other reason is not capable of delivering to you the notice described above, our dispatch of the e-mail containing such notice will nonetheless constitute effective notice of the changes, modifications, additions, and/or deletions described in the notice.

11. TERMINATION

11.1 These terms and conditions of use are effective until terminated by either you or us. You may terminate these terms at any time by discontinuing use of all CareerAdvocate Web sites and by destroying all materials obtained from any and all such CareerAdvocate Web sites and all related documentation and all copies and installations thereof, whether made under these terms and conditions of use or otherwise. In the event that you terminate these terms and conditions of use, you agree to notify us of such termination by sending notice of such termination by certified United States mail, postage pre-paid to:

Member Services
CareerAdvocate
155 N. 400 W.
Suite 180
Salt Lake City, UT 84103

11.2 We may immediately terminate these terms and conditions of use with respect to you (including your access to any and all CareerAdvocate Web sites) without cause and without notice to you in our sole discretion. Upon termination, you must cease use of all CareerAdvocate Web sites and destroy all materials obtained from any an all such CareerAdvocate Web sites and all related documentation and all copies and installations thereof, whether made under these terms and conditions of use or otherwise.

11.3 We have adopted and implemented a policy that provides for the termination, in appropriate circumstances, of users who are repeat infringers of copyright, trademark, and/or other intellectual properties or rights.

12. APPLICABLE LAW

12.1 These terms and conditions of use shall be governed by and construed in accordance with the laws of the State of Utah and the laws of the United States, without giving effect to any principles of conflicts of law. You agree that any action at law or in equity arising out of or relating to these terms and conditions of use shall be filed only in the state or federal courts located in Salt Lake County, Utah, and you hereby consent and submit to the personal jurisdiction of such courts for the purposes of litigating any such action.

13. SEVERABILITY

13.1 If any provision of these terms and conditions of use shall be unlawful, void, and/or for any reason unenforceable, then that provision shall be deemed severable from these terms and conditions of use and shall not affect the validity and enforceability of any remaining provisions.

14. System Requirements

14. You acknowledge that there are certain system requirements that are necessary in order to use CareerAdvocate websites and you are financially and technically responsible for ensuring that these requirements are met. These system requirements are (a) full access to the Internet (TCPIP) and (b) a World Wide Web browser, either Netscape (version 6.0 or higher) or Microsoft Internet Explorer (Version 5.0 or higher). Other suitable browsers should include support for HTML 4.0, XHTML 1.0, and CSS 1 (Cascading Style-sheets). CareerAdvocate recommends using the most current browsers available.

15. Force Majeure

15.1 CareerAdvocate shall not be responsible for any failure to perform, or delay in performance, in whole or in part, due to unforeseen circumstances or circumstances beyond CareerAdvocate's control.

16. Access and Use

16.1 CareerAdvocate Web sites will be available for use 24 hours per day, 7 days per week. Notwithstanding the foregoing, CareerAdvocate reserves the right to shut down its Web site or its databases without prior notice to resolve any technical issues that may arise from time to time as determined in CareerAdvocate's sole and absolute discretion.