RECRUITER SUITE TERMS OF USE AND REFERRAL REWARDS PROGRAM Recruiter Suite (“we” or “our”), the sponsor of the web site www.RecruiterSuite.com (the “Site”), is a division of New England Marketing N.A. LP., located at 10 Cornerstone Drive, NorthEaston, Massachusetts. THE TERMS AND CONDITIONS SET FORTH BELOW (THE “TERMS”) GOVERN THE USE OF THE SITE, AND OF ANY PRODUCTS OR SERVICES AVAILABLE ON THE SITE (THE “OFFERINGS”), BY YOU AND, IF YOU ACCESS THESE AS AN AGENT OR REPRESENTATIVE OF A CORPORATION OR OTHER PERSON, THAT PERSON; AND THESE TERMS ARE LEGALLY BINDING ON YOU AND THAT PERSON. IF YOU DO NOT AGREE WITH ANY OF THESE TERMS, YOU ARE NOT PERMITTED TO ACCESS OR USE THIS SITE OR ANY INFORMATION OR CONTENT CONTAINED ON THE SITE. YOUR USE OF THE SITE SHALL BE DEEMED TO BE YOUR AGREEMENT TO ABIDE BY THE TERMS SET FORTH BELOW, INCLUDING ANY MODIFICATIONS THAT WE MAKE IN ACCORDANCE WITH ITS TERMS. WE MAY MODIFY THESE TERMS AT ANY TIME WITHOUT PRIOR NOTICE TO YOU BY EMAILING A NOTICE TO YOUR LAST KNOWN ADDRESS OR BY POSTING REVISED TERMS ON OUR SITE; YOUR USE OF THE SITE OR ANY OFFERINGS AFTER WE HAVE POSTED THE REVISED TERMS SHALL BE DEEMED YOUR ACCEPTANCE. Additional Conditions The Site may be subject to additional conditions posted at other locations, such as the introductory page of any Offering. You use of the Site is subject to those conditions as they apply, which are incorporated into these Terms by reference. In the event of an inconsistency between these Terms and such additional posted conditions, the provisions of the additional conditions shall control with respect to the particular circumstance they cover. Recruiter Suite Actions Recruiter Suite has the right, but not the obligation, to take any of the following actions in its sole discretion at any time and for any reason without giving you any prior notice: Restrict, suspend, or terminate your access to all or any part of the Site (including your Account); Change, suspend, or discontinue all or any part of the Site; Refuse, move, or remove any material that you submit to the Site for any reason; Refuse, move, or remove any content that is available on the Site; Establish general practices and limits concerning use of the Site. You agree that Recruiter Suite will not be liable to you or any third party for taking any of these actions. Communications You understand and agree that the Site may include communications such as service announcements and administrative messages from us or from our partners, that these communications are considered part of the Site, and that as a condition to accessing the Site and its Offerings, you will not be able to opt out of receiving these messages. If you decide that you no longer wish to receive such messages, you can remove yourself from the list at any time by notifying us that you are withdrawing and canceling your Account with Recruiter Suite and thereafter not making any further use of the Site or Offerings. Recruiter Suite Communications Recruiter Suite may allow you to elect to receive certain notices -- such as events and appointment reminders and amendments to these Terms -- by SMS (mobile text messaging). If you select this option, you will be responsible for any carrier charges incurred (consult your cellular phone contract). Recruiter Suite does not maintain the cellular network and has no liability for any problems that arise, such as interruption, interception, or non-transmission of text messages, unless caused by Recruiter Suite's negligence or misconduct." Content on the Site The Site includes Content that we create or license from others. All materials published on the Site, including, but not limited to, written content, photographs, graphics, images, illustrations, logos, sound files, video clips, software, and Flash animation (the “Content”), are protected by copyright law. Therefore, you may not, directly or indirectly, reproduce, create derivative works of, modify, publish, transmit, transfer, sell, distribute, publicly perform, publicly display, or in any way exploit any of the materials or Content of the Site in whole or in part, except as expressly permitted by these Terms or by written permission from us. If you would like to request permission to use any of the Content on the Site, please email your request to support@nemserve.com. You are solely responsible for all materials, whether publicly posted or privately transmitted, that you upload, post, email, transmit, or otherwise make available on the Site (“Your Content”). You certify that you own all intellectual property rights in Your Content and, except as provided in the next sentence, hereby grant us, our affiliates, and our partners a worldwide, irrevocable, royalty-free, nonexclusive, sublicensable license to use, reproduce, create derivative works of, publicly perform, publicly display, transfer, transmit, distribute, and publish Your Content for the purposes of (i) displaying Your Content on the Site, (ii) distributing Your Content, either electronically or via other media, to users seeking to download or otherwise acquire it, and/or (iii) storing Your Content in a remote database accessible by end users, with or without charge, and without any obligation to pay you for such use. This license shall apply to the distribution and the storage of Your Content in any form, medium, or technology now known or later developed, but shall NOT apply to your private customer contact information, notes and other private information stored in your Account, which is always treated by us as your confidential information and property. Recruiter Suite Proprietary Rights You acknowledge and agree that the Recruiter Suite software applications available as Offerings on the Site (the “Software”) contain proprietary and confidential information that is protected by applicable intellectual property and other laws. You further acknowledge and agree that the Content contained in the Software is protected by copyrights and other proprietary rights and laws. You agree not to modify, rent, lease, loan, sell, distribute or create derivative works based on the Software, in whole or in part. You agree that, except as expressly authorized by these Terms, you will not reproduce, duplicate, or exploit for any commercial purposes any portion of the Software, use of the Software, or access to the Software. Recruiter Suite grants you a non-transferable, non-exclusive and terminable right and license to use the Software, provided that you do not (and do not allow any third party to) copy, modify, create a derivative work of, reverse engineer, reverse assemble, disassemble, or decompile the Software or any part thereof or otherwise attempt to discover any source code, or sell, assign, sublicense, grant a security interest in or otherwise transfer any right in or to the Software. You agree not to use any tools, techniques or devices to obtain unauthorized access to the Software, or to access the Software by any means other than through the interfaces that are provided by Recruiter Suite for use in accessing the Software. Account Terms The following apply to your using Recruiter Suite and creating an Account. You must be 18 years or older to use the Recruiter Suite Site and Offerings. Accounts registered by automated methods are not permitted. You must provide your legal full name, a valid email address, and any other information requested in order to complete the signup process. Failure to do so may result in your being denied use of, or being unable to use, the Site. Your login may only be used by one person – a single login shared by multiple people is NOT permitted. You are only allowed one user Account. You are responsible for maintaining the security of your Account and password. Recruiter Suite cannot and will not be liable for any loss or damage from your failure to comply with this security obligation. You are responsible for all Content posted and activity that occurs under your Account. You may not use the Site or Offerings for any illegal or unauthorized purpose or, in the use of the Site or Offerings, violate any laws in your jurisdiction. Third-Party Sites The Site contains links to other Internet sites owned by third parties. Your use of those sites is subject to the conditions, if any, that each of those sites has posted. Recruiter Suite has no control over sites that are not ours, and we are not responsible for any changes to or content on them. Our inclusion on our sites of any third-party content or a link to a third-party site is not an endorsement of that content or site. Recruiter Suite does not sell, resell, or license any of the third party products or services that we review, list, or advertise on the Site, and we disclaim any responsibility for or liability related to them. Your correspondence or related activities with third parties, including payment transactions and goods-delivery transactions, are solely between you and that third-party. You agree that Recruiter Suite will not be responsible or liable for any loss or damage of any sort incurred as the result of your transactions with third parties. Any questions, complaints, or claims related to any product or service should be directed to the appropriate vendor; however, please notify us of significant complaints or concerns regarding vendors or third party offerings listed or linked to on our Site. RS Rewards Program As a member of Recruiter Suite you are entitled to participate in the RS Rewards program and take advantage of the benefits of referring other new members, subject to these Terms of Use and the following terms. (Additional terms, instructions and explanations are posted at the RS Rewards section of your Account pages.) All referral members must be associated with a network marketing or direct sales company. Members who are referred to RS using your member ID but who are not associated with the direct sales or network marketing industries may be deducted from your referral lead point totals. All referral members must be active for at least 7 consecutive days to qualify as a lead point. Members are not permitted to use unsolicited commercial email as a means of marketing your referral program to prospective new members. Use of the Recruiter Suite name, URL, or other identifiers in unsolicited emails in any attempt to refer new members could result in immediate termination of your RS membership and Account. If your referral member does not insert your referral ID at the time of registration, you will not be entitled to a credit for that referral. Once a new member Account is established, all registration information if final. So make sure you give your referrals all the information they need to properly open their Account and credit you for their membership before they register (further instructions are posted on your RS Rewards pages). There is no minimum qualifying points in order to redeem them for leads (the instructions for redemption are located on your RS Rewards pages). Once you submit your request, please allow up to three business days to receive your credit. Periodically, new referral members will be verified and confirmed by our compliance department. If in the event we determine that your referred members are fraudulent or fictitious in any way, or if our compliance department suspects improper use of the referral program, your RS membership can be immediately terminated. Recruiter Suite reserve the right to change the RS Rewards program at its sole discretion by notifying members of the change (which may be by emailing to your last known address or posting the revised rule where the original rule was posted). Privacy Policy All of the information that Recruiter Suite collects form you, such as registration information, is subject to our Privacy Policy. Please click here to see our full Privacy Policy. Your Conduct on the Site Whenever Recruiter Suite requests registration information from you, whether at sign-up or otherwise, you will provide us with the true, accurate, current, and complete information. You will also promptly update your registration to keep it accurate, current, and complete. If Recruiter Suite issues you a password, you will not reveal it to anyone else, nor may you use anyone else’s password. You are responsible for maintaining the confidentiality of your Accounts and passwords. You also agree to exit from your Accounts at the end of each session. Recruiter Suite will not be responsible for any loss or damage that results if you fail to comply with these requirements. Without limiting the foregoing, you agree that you will not use the Site to take any of the following actions: Defame, abuse, harass, stalk, threaten, or otherwise violate the legal right of others; Publish, post, upload, e-mail, distribute, or disseminate (collectively, "Transmit") any inappropriate, profane, defamatory, infringing, obscene, indecent, or unlawful content; Transmit files that contain viruses, corrupted files, or any other similar software or programs that may damage or adversely affect the operation of another person's computer, the Site, any software or hardware, or telecommunications equipment; Advertise or offer to sell any goods or services for any commercial purpose unless you have our written consent to do so; Download any file that you know or reasonably should know cannot be legally obtained in such manner; Falsify or delete any author attributions, legal or other proper notices, or proprietary designations or labels of the origin or the source of software or other material; Restrict or inhibit any other user from using and enjoying any public area within the Site; Collect or store personal information about other end users; Interfere with or disrupt the Site, our servers, or our networks; Impersonate any person or entity, including, but not limited to, a Recruiter Suite representative, or falsely state or otherwise misrepresent your affiliation with a person or entity; Forge headers or manipulate identifiers or other data in order to disguise the origin of any content transmitted through the Site or to manipulate your presence on the Site; Take any action that imposes an unreasonably or disproportionately large load on our infrastructure; · Use any automated means, such as agents, robots, scripts, or spiders, to access, monitor, or copy any part of the Site, except those automated means that Recruiter Suite has approved in advance and in writing; or Engage in any illegal activities. If you choose a username that we, in our sole discretion, consider obscene, indecent or abusive or believe might subject us to public disparagement or scorn, we reserve the right, without prior notice to you, to automatically change your username, and/or deny you access to the Site. Unauthorized access to the Site is a breach of these Terms and may violate the law. Use of the Site is subject to existing laws and legal process. Nothing contained in these Terms shall limit our right to comply with governmental, court, or law-enforcement requests or requirements relating to your use of the Site. Copyright Policy; Requests to Remove Certain Content Recruiter Suite respects the intellectual property rights of others. If you believe Your Content has been copied and made accessible in a manner that violates your intellectual property rights, or are aware of any infringing material offered through the Site or its Offerings, please contact us and provide us with the following information: an electronic or physical signature of the person authorized to act on behalf of the owner of the copyright; 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; your address, telephone number, and email address; a written 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 owner or authorized to act on the copyright owner's behalf. The Company’s Designated Agent to receive notification of claimed infringement is Robert Polonsky, Managing Director, email: rpp@newenglandmarketing.com, phone: 1.508.583.5734 x101. This contact information is only for notices relating to copyright infringement; all other notices, comments, requests for support, or other communications should be sent to the contacts stated in “Communications” below. Indemnification You hereby agree to indemnify, defend and hold Recruiter Suite and all of its officers, directors, owners, employees, agents, providers, affiliates, partners, and licensors (each, a "Recruiter Suite Party") harmless from and against any and all liability, losses, costs, and expenses (including attorneys' fees) incurred by any Recruiter Suite Party in connection with any claim, including, but not limited to, claims for defamation, violation of rights of publicity and/or privacy, copyright infringement, or trademark infringement arising out of: Your use of or connection to the Site; Any use or alleged use of your Accounts or passwords by any person, whether or not authorized by you; The content, or the quality or performance of content, that you submit to the Site; Your violation of these Terms, any applicable law, or the rights of any person or entity. Recruiter Suite reserves the right, at its own expense, to assume the exclusive defense and control of any matter for which you are required to indemnify us, and you agree to cooperate with our defense of these claims and reimburse us for any reasonable attorneys’ fees we incur. Disclaimers and Limitations Recruiter Suite disclaims any responsibility for the deletion, failure to store, failure to deliver, or untimely delivery of any Content, information or material. Recruiter Suite disclaims any responsibility for any harm resulting from downloading or accessing any Content, information or material on the Internet using search results from the Site. RECRUITER SUITE DOES NOT WARRANT THAT THE SITE WILL BE UNINTERRUPTED OR ERROR FREE OR MAKE ANY WARRANTY AS TO THE CONTENT OR OFFERINGS ON THE SITE. THE SITE AND ITS CONTENTS AND OFFERINGS ARE DISTRIBUTED ON AN "AS IS, AS AVAILABLE" BASIS. ANY MATERIAL THAT YOU DOWNLOAD OR OTHERWISE OBTAIN THROUGH THE SITE IS DONE AT YOUR OWN DISCRETION AND RISK, AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGES TO YOUR COMPUTER SYSTEM OR LOSS OF DATA THAT RESULTS FROM YOUR DOWNLOAD OF ANY SUCH MATERIAL. NEITHER WE NOR ANY OF OUR PARTNERS MAKES ANY WARRANTY THAT (i) THE SITE WILL MEET YOUR REQUIREMENTS, (ii) THE SITE WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR FREE, (iii) THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SITE WILL BE ACCURATE OR RELIABLE, (iv) THE QUALITY OF ANY PRODUCTS, SERVICES, INFORMATION, OR OTHER MATERIAL THAT YOU OBTAIN THROUGH THE SITE WILL MEET YOUR EXPECTATIONS, OR (v) ANY ERRORS WILL BE CORRECTED. NEITHER WE NOR ANY OF OUR PARTNERS MAKE ANY WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, WARRANTIES OF TITLE OR IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR AGAINST INFRINGEMENT, WITH RESPECT TO THE SITE, ANY SITE CONTENT, OR ANY OF OUR OFFERINGS, TOOLS, OR PROPERTIES. YOU EXPRESSLY AGREE THAT YOU WILL ASSUME THE ENTIRE RISK AS TO THE QUALITY AND PERFORMANCE OF THE SITE AND THE ACCURACY AND COMPLETENESS OF ITS CONTENT. NEITHER RECRUITER SUITE NOR OUR PARTNERS SHALL BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES ARISING OUT OF THE USE OF OR INABILITY TO USE THE SITE, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. SOME STATES DO NOT ALLOW EXCLUSION OF IMPLIED WARRANTIES OR LIMITATION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATIONS OR EXCLUSIONS MAY NOT APPLY TO YOU. IN SUCH STATES, OUR LIABILITY AND THAT OF OUR THIRD-PARTY PROVIDERS AND PARTNERS AND THEIR RESPECTIVE AGENTS SHALL BE LIMITED TO THE GREATEST EXTENT PERMITTED BY LAW. Arbitration These Terms, and your relationship with Recruiter Suite under the Terms, shall be governed by the laws of the Commonwealth of Massachusetts without regard to its conflict of laws provisions. Recruiter Suite may elect to resolve any controversy or claim arising out of or relating to these Terms, the Site or its Offerings by binding arbitration in accordance with the commercial arbitration rules of the American Arbitration Association. Any such controversy or claim shall be arbitrated on an individual basis and shall not be consolidated in any arbitration with any claim or controversy of any other party. The arbitration shall be conducted in Boston, Massachusetts (or another, mutually agreed, location), and judgment on the arbitration award may be entered in any court having jurisdiction thereof; provided however that (i) Recruiter Suite may seek any interim or preliminary relief from any court of competent jurisdiction, and (ii) you hereby consent to the jurisdiction of the Federal and state courts of Massachusetts, and waive all defenses of lack of personal jurisdiction and forum non conveniens with respect to such courts, in connection with the foregoing pleas and actions. Miscellaneous Recruiter Suite may be required by state or federal law to notify you of certain events. You hereby acknowledge and consent that such notices will be effective upon our posting them on the Site or delivering them to you through e-mail. You may update your e-mail address by visiting you Account Information. If you do not provide us with accurate information, Recruiter Suite cannot be held liable if we fail to notify you. Our failure to exercise or enforce any right or provision of these Terms shall not constitute a waiver of such right or provision. You agree that regardless of any statute or law to the contrary, any claim or cause of action arising out of or related to use of the Site, Offerings, Content or these Terms must be filed within one (1) year after such claim or cause of action arose or it will be forever barred. These Terms, including all terms, conditions, and policies that are incorporated into these terms by reference, constitute the entire agreement between you and Recruiter Suite and govern your use of the Site, superseding any prior agreements that you may have with us. If any part of these Terms is determined to be invalid or unenforceable pursuant to applicable law, then the invalid or unenforceable provision will be deemed superseded by a valid, enforceable provision that most closely matches the intent of the original provision and the remainder of the Terms shall continue in effect. Communications If you have any comments, questions, requests for assistance, or other messages to communicate to us (except notification of copyright infringement, as discussed under “Copyright Policy” above), please send your message to support@nemserve.com or write Customer Support, Recruiter Suite, 10 Cornerstone Drive, North Easton, MA 02356.