Terms of Use Agreement

This Terms of Use Agreement (the "Agreement") is made by myTalentLink, LLC and You ("Customer" or "You"). myTalentLink, LLC and Customer may be hereinafter referred to individually as "party" and collectively as "parties". In consideration of the mutual promises and agreements contained herein, the parties agree as follows:

Legal Information

myTalentLink, LLC provides the Applicant Tracking System web site and all site-related services, including the content and code related thereto (collectively, the "Site"), subject to Your compliance with the terms and conditions set forth below. Please read this Terms of Use agreement carefully before using this site. By using the site, You agree to be bound by these terms and conditions. If You do not agree to abide by these or any future Terms of Use, do not use or access (or continue to use or access) the Site. It is Your responsibility to regularly check the Site to determine if there have been changes to these Terms of Use and to review such changes.

At any time, myTalentLink, LLC reserves the right to change the following:

  • Terms and conditions of this Agreement
  • The Site, including eliminating or discontinuing any content on or feature of the Site, restricting the hours of availability or limiting the amount of use permitted
  • Any fees or charges for use of the Site, including instituting new or increased fees or charges for the use of the Site or any other Site-related services or any feature thereof

Any changes made by myTalentLink, LLC will be effective immediately upon notice, which may be provided by any means including, without limitation, posting on the Site or via electronic mail. Use of the Site after such notice is posted will be deemed acceptance of such changes. Be sure to review this Agreement periodically to ensure familiarity with the most current version. Upon request by myTalentLink, LLC, You agree to sign a non-electronic version of this Agreement.

You must be at least 18 years of age to use the Site.

OWNERSHIP; PROPRIETARY NOTICES

The Site, including all pages within and all code related thereto, is the property of myTalentLink, LLC. No portion of the materials or code on these pages or anywhere on the Site may be reprinted or republished (other than as is necessary to view the page on Your monitor) in any form without the express written permission of myTalentLink, LLC.

The Site is owned and operated by myTalentLink, LLC, in conjunction with others pursuant to contractual arrangements. Unauthorized use of the materials on the Site is prohibited and may violate copyright, trademark, patent and other laws. You acknowledge that You do not acquire any ownership rights by using the Site.

WARRANTY INFORMATION; DISCLAIMERS

THIS SITE, INCLUDING ANY CONTENT OR INFORMATION CONTAINED WITHIN IT OR ANY SITE RELATED SERVICE, OR ANY PRODUCT OR SERVICE LICENSED, PURCHASED OR OTHERWISE MADE AVAILABLE THROUGH THE SITE, IS PROVIDED "AS IS" WITH NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, EITHER EXPRESSED OR IMPLIED. TO THE FULLEST EXTENT PERMISSIBLE PURSUANT TO APPLICABLE LAW, myTalentLink, LLC AND ITS SUBSIDIARIES, AFFILIATES, SUPPLIERS, SPONSORS, AND AGENTS DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF TITLE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. myTalentLink, LLC AND ITS SUBSIDIARIES, AFFILIATES, SPONSORS, SUPPLIERS AND AGENTS MAKE NO REPRESENTATION AS TO THE RESULTS TO BE OBTAINED FROM USE OF THE SITE OR THE SITE-RELATED SERVICES.

myTalentLink, LLC , AND ITS SUBSIDIARIES, AFFILIATES, SPONSORS, SUPPLIERS, AND AGENTS DO NOT WARRANT THAT YOUR USE OF THE SITE OR THE SOFTWARE WILL BE UNINTERRUPTED, ERROR-FREE, OR SECURE, THAT DEFECTS WILL BE CORRECTED, OR THAT THE SITE (OR THE SERVER(S) ON WHICH IT IS HOSTED) OR SOFTWARE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. YOU ACKNOWLEDGE THAT YOU ARE RESPONSIBLE FOR OBTAINING AND MAINTAINING ALL TELEPHONE, COMPUTER HARDWARE AND OTHER EQUIPMENT NEEDED TO ACCESS AND USE THE SITE, AND ALL CHARGES RELATED THERETO. YOU ASSUME TOTAL RESPONSIBILITY AND RISK FOR YOUR USE OF THE SITE AND THE SOFTWARE AND YOUR RELIANCE THEREON. NO OPINION, ADVICE, OR STATEMENT OF myTalentLink, LLC OR ITS SUBSIDIARIES, AFFILIATES, SPONSORS, SUPPLIERS, AGENTS, REGISTERED USERS, OR VISITORS, WHETHER MADE ON THE SITE, OR OTHERWISE, SHALL CREATE ANY WARRANTY. YOUR USE OF THE SITE AND ANY MATERIALS PROVIDED THROUGH THE SITE ARE ENTIRELY AT YOUR OWN RISK.

You acknowledge that the Site could include inaccuracies or errors, or materials that violate this Agreement (specifically, the "Code of Conduct" section). Additionally, You acknowledge that unauthorized additions, deletions and alterations could be made by third parties to the Site. Although myTalentLink, LLC attempts to ensure the integrity and the accuracy of the Site, it makes no guarantees whatsoever as to the Site's completeness or correctness. In the event that such a situation arises, please contact us at service@myTalentLink.com with, if possible, a description of the material to be checked and the location (URL) where such material can be found on the Site, as well as information sufficient to enable us to contact You. myTalentLink, LLC will address Your concerns as soon as reasonably practicable.

The Site is only a venue allowing for the posting by employers, recruiters or staffing agencies of available job opportunities at their companies or companies they represent and by candidates of their resumes. myTalentLink, LLC does not evaluate or censor the resumes, job opportunities or other information posted to the Site and is not involved in the actual transaction, if any, between employers, recruiters or staffing agencies and candidates. Consequently, myTalentLink, LLC has no control over the quality, safety or legality of the job listings or resumes posted to the Site, the truth or accuracy of such job listings or resumes, the ability of employers to hire candidates, or the ability of candidates to fill job openings.

Because user authentication on the Internet is difficult, myTalentLink, LLC cannot and does not confirm that users are who they claim to be. Because myTalentLink, LLC does not and cannot be involved in user-to-user transactions or control the behavior of the Site's users, in the event that You have a dispute with one or more Site users, You release myTalentLink, LLC (and its subsidiaries, affiliates, agents and employees) from all claims, demands and damages (actual and consequential, direct and indirect) of any kind and nature, known or unknown, suspected or unsuspected, disclosed or undisclosed, arising out of or in any way related to such disputes. You assume all risks related to dealing with other users with whom You have had contact through the Site.

You acknowledge and agree that You are solely responsible for the form, content and accuracy of any resume, job listing or other material You post to the Site. myTalentLink, LLC neither warrants nor guarantees that a resume or job posting will be viewed by any specific number of users, or that a resume or job posting will be viewed by any user. myTalentLink, LLC is not to be considered as an employer with respect to Your use of the Site and myTalentLink, LLC shall not be responsible for any employment decisions made by any entity posting job listings or resumes to the Site.

LIMITATION OF LIABILITY

NEITHER myTalentLink, LLC NOR ITS SUBSIDIARIES, AFFILIATES, SPONSORS, SUPPLIERS, OR AGENTS ARE RESPONSIBLE OR LIABLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY, PUNITIVE OR OTHER DAMAGES UNDER ANY CONTRACT, NEGLIGENCE, STRICT LIABILITY OR OTHER THEORY ARISING OUT OF OR RELATING IN ANY WAY TO THE SITE AND/OR CONTENT CONTAINED ON THE SITE, OR ANY PRODUCT OR SERVICE PURCHASED THROUGH THE SITE. YOUR SOLE REMEDY FOR DISSATISFACTION WITH THE SITE AND/OR CONTENT CONTAINED WITHIN THE SITE IS TO CEASE USE OF THE SITE. THE SOLE AND EXCLUSIVE MAXIMUM LIABILITY TO myTalentLink, LLC FOR ALL DAMAGES, LOSSES, AND CAUSES OF ACTION (WHETHER IN CONTRACT, TORT, INCLUDING, WITHOUT LIMITATION, NEGLIGENCE OR OTHERWISE) SHALL BE THE TOTAL AMOUNT PAID BY YOU, IF ANY, TO ACCESS THE SITE.

ACKNOWLEDGMENT

This Site may contain links to other web sites operated by third parties, other than affiliates of myTalentLink, LLC ("Linked Sites"). myTalentLink, LLC neither controls nor endorses such other web sites, nor has myTalentLink, LLC reviewed or approved any content that appears on the Linked Sites. You acknowledge that when You click on a link to visit a Linked Site, a frame may appear that contains the myTalentLink, LLC logo, advertisements and/or other content selected by myTalentLink, LLC. You acknowledge that myTalentLink, LLC and its sponsors neither endorse nor are affiliated with the Linked Sites and are not responsible for any content that appears on the Linked Sites. You also acknowledge that the owner of the Linked Site neither endorses nor is affiliated with myTalentLink, LLC and its sponsors.

VOID WHERE PROHIBITED; INDEMNIFICATION

Although the Site is accessible worldwide, not all products or services discussed, referenced or made available on the Site are available to all persons or in all geographic locations or jurisdictions. myTalentLink, LLC makes no representation that materials in the Site are appropriate or available for use in locations outside the United States. Those who choose to access the Site from other locations do so on their own initiative and at their own risk and are responsible for compliance with local laws, if and to the extent local laws are applicable. myTalentLink, LLC reserves the right to limit the availability of the Site and/or the provision of any product or service described thereon to any person, geographic area, or jurisdiction it so desires at any time and in our sole discretion and to limit the quantities of any such product or service that myTalentLink, LLC provides.

You agree to indemnify, defend and hold harmless myTalentLink, LLC, its affiliates, sponsors, officers, directors, employees, agents and representatives from and against any and all claims, damages, losses, costs (including reasonable attorneys' fees), or other expenses that arise directly or indirectly out of or from (a) Your breach of this Agreement, (b) Your violation of the Code of Conduct, and/or (c) Your activities in connection with the Site or Site-related services.

CODE OF CONDUCT

While using the Site or Site-related services, You agree not to do any of the following without our prior written authorization:

  • Post any inaccurate, untimely, outdated, incomplete or misleading information.
  • Post any employment opportunity or requirements that are inaccurate or not available with a verifiable company that is directly represented by Your office.
  • Resell or make available to any person not expressly licensed by myTalentLink, LLC, whether via phone, fax, e-mail, mail or any other medium, any of the myTalentLink, LLC services or any information obtained there from, including without limitation resumes or candidate information.
  • Share passwords, login information or named user identification or otherwise allow multiple offices or users to access the myTalentLink, LLC service on a basis that is other than what was originally subscribed for. A named user is defined as one unique individual user with one unique password. An office is defined as a location where a named user routinely accesses or uses the myTalentLink, LLC service under express license from myTalentLink, LLC.
  • Use any search engine, software, tool, agent or other device or mechanism, including without limitation browsers, spiders, robots, avatars or intelligent agents (other than those made available by myTalentLink, LLC on the Site or other generally available third party web browsers, e.g., Mozilla Firefox or Microsoft Internet Explorer), to navigate or search the Site.
  • Engage in spamming, flooding, soliciting or mass marketing via e-mail, direct mail, telephone, or otherwise to myTalentLink, LLC job seekers or subscribers.
  • Express or imply that any statements You make are endorsed by myTalentLink, LLC.
  • Impersonate any person or entity, including, without limitation, an myTalentLink, LLC employee or agent, a user of myTalentLink, LLC's services, including a candidate, placement specialist or an employer, or otherwise misrepresent Your affiliation with any person or entity.
  • Respond to a job listing on behalf of anyone other than Yourself.
  • Delete or revise any material posted by any other person or entity.
  • Restrict or inhibit any other user from using and enjoying the Site and services, including, without limitation, by means of "hacking" or defacing any portion of the Site.
  • Post or transmit (a) any incomplete, false or inaccurate biographical information or information that is not Your own accurate resume (i.e., the resume of a living individual seeking employment on a full-time or part-time basis on his or her own behalf); (b) any content or information that is unlawful, fraudulent, threatening, abusive, libelous, defamatory, obscene or otherwise objectionable or harmful, or that infringes on myTalentLink, LLC's or any third party's intellectual property or other rights; (c) any advertisements, solicitations, chain letters, pyramid schemes, investment opportunities, or other unsolicited commercial communication; (d) any information or software that contains a virus, worm, Trojan horse or other harmful or disruptive component; (e) any trade secret of any third party; or (f) any material or nonpublic information about companies without the authorization to do so.
  • Use the Site for any unlawful commercial, research or information gathering purposes.
  • Communicate, send, or place unsolicited e-mail, telephone calls, mailings or other contacts to posting individuals and/or entities.
  • Modify, adapt, sublicense, translate, sell, reverse engineer, decompile or disassemble any portion of the Site.
  • Remove any copyright, trademark, or other proprietary rights notices contained in the Site.
  • "Frame" or "mirror" any part of the Site.
  • Use any robot, spider, site search/retrieval application, or other manual or automatic device or process to retrieve, index, "data mine," or in any way reproduce or circumvent the navigational structure or presentation of the Site or its contents.
  • Print out or otherwise copy or use any personally identifiable information about candidates for purposes other than consideration of the candidates for potential employment by Your company.

myTalentLink, LLC assumes no responsibility or liability for any personnel selected by You or Your company. Selection, retention or hire of any individual or entity is based solely on Your company's investigation, verification and determination that such hire is suitable for Your company's purposes.

You and Your company agree to and will hold myTalentLink, LLC harmless from any claims, damages or losses incurred by Your company or any other party as a result of Your use of the Site and Site-related services.

You agree to comply with all applicable laws, rules and regulations in connection with Your use of the Site and Site-related services.

myTalentLink, LLC has no obligation to monitor the Site or Site-related services, including any forum, or any materials that You or other third parties transmit or post on to the Site. However, You acknowledge and agree that myTalentLink, LLC has the right (but not the obligation) to monitor the Site and Site-related services, and the materials You transmit or post, to alter or remove any such materials (including, without limitation, any posting to the Site), and to disclose such materials and the circumstances surrounding their transmission to any third party in order to operate the Site properly, to protect itself, its sponsors, its registered users and visitors, and to comply with legal obligations or governmental requests. myTalentLink, LLC reserves the right to refuse to post or to remove any information or materials, in whole or in part, that it deems in its sole discretion to be unacceptable, offensive or in violation of this Agreement. myTalentLink, LLC also reserves the right, in its sole discretion, to prohibit any user who violates the Code of Conduct or other terms of this Agreement from using the Site and related services. Such prohibition may occur without notice to the user.

MAKING PURCHASES

If products or services are made available at the Site, and if You wish to license or make purchases of products or services described on the Site, You may be asked by us or the applicable merchant or service provider to supply certain information, including but not limited to credit card or other information. If You submit such information to us, You understand that any such information will be treated by myTalentLink, LLC in the manner described in our Privacy Policy. You agree that all information that You provide to us or any such merchant or service provider will be accurate, complete and current. You agree to pay all charges incurred by You or any users of Your account and credit card or other payment mechanism at the prices in effect when such charges are incurred. You will also be responsible for paying any applicable taxes relating to Your purchases. Moreover, You agree to review and to comply with the terms and conditions of any specific agreement, if any, that You enter into with the merchant and/or service provider in connection with the licensing or purchase of any product or service.

CHARGES AND PAYMENT OF FEES

You shall pay all fees or charges to Your account in accordance with the fees, charges, and billing terms in effect at the time a fee or charge is due and payable. Payments will be made annually, or quarterly, consistent with the Initial Term, or as otherwise mutually agreed upon. All payment obligations are non-cancelable and all amounts paid are nonrefundable. You must provide myTalentLink, LLC with valid credit card as a condition to signing up for the Service. myTalentLink, LLC reserves the right to modify its fees and charges and to introduce new charges at any time, upon at least 30 days prior notice to You, which notice may be provided by e-mail. All pricing terms are confidential, and You agree not to disclose them to any third party. Cancellation of service will require a 30 day written notice via email before the next billing cycle has occurred.

BILLING AND RENEWAL

myTalentLink, LLC charges and collects in advance for use of the Service. myTalentLink, LLC will automatically renew and bill Your credit card (a) every quarter for quarterly licenses, or (b) each year on the subsequent anniversary for annual licenses. The renewal charge will be equal to the current fee, unless myTalentLink, LLC has given You at least 30 days prior written notice of a fee increase, which shall be effective upon renewal and thereafter. Fees for other services will be charged on an as-quoted basis. myTalentLink, LLC's fees are exclusive of all taxes, levies, or duties imposed by taxing authorities, and You shall be responsible for payment of all such taxes, levies, or duties, excluding only United States (federal or state) taxes based solely on myTalentLink, LLC's income.

You agree to provide myTalentLink, LLC with complete and accurate contact information. This information includes Your company's legal name, street address, e-mail address, and name and telephone number of an authorized billing contact and License Administrator. You agree to update this information within 30 days of any change to it. If the contact information You have provided is false or fraudulent, myTalentLink, LLC reserves the right to terminate Your access to the Service in addition to any other legal remedies.

Unless myTalentLink, LLC in its discretion determines otherwise: (i) entities with headquarters and a majority of users resident in the United States will be billed in U.S. dollars and subject to U.S. payment terms and pricing schemes ("U.S. Customers"); (ii) entities with headquarters and a majority of users resident in Japan will be billed in Japanese yen and subject to Japanese payment terms and pricing schemes ("Japanese Customers"); and (iii) all other entities will be billed in U.S. dollars, Euros or local currency and be subject to either U.S. or non-U.S. payment terms and pricing schemes at the discretion of myTalentLink, LLC ("Non-U.S.Japan Customers").

 

NON-PAYMENT AND SUSPENSION

In addition to any other rights granted to myTalentLink, LLC herein, myTalentLink, LLC reserves the right to suspend or terminate this Agreement and Your access to the Service if Your account becomes delinquent (falls into arrears). You agree and acknowledge that myTalentLink, LLC has no obligation to retain Customer Data and that such Customer Data may be irretrievably deleted if Your account is 30 days or more delinquent.

TERMINATION UPON EXPIRATION

Upon the expiration of the Initial Term, this Agreement will automatically renew for successive renewal terms equal in duration to the Initial Term (or one year, if the Initial Term is greater than one year) at myTalentLink, LLC's then current fees. Either party may terminate this Agreement, effective only upon the expiration of the then current License Term, by notifying the other party in writing at least thirty (30) business days prior to the date of the next billing cycle. In the case of free trials, notifications provided through the Service indicating the remaining number of days in the free trial shall constitute notice of termination.

In the event this Agreement is terminated (other than by reason of Your breach), myTalentLink, LLC will make available to You a file of the Customer Data (jobs information and applicant data) within 30 days of termination if You so request at the time of termination. This data file will be in mysql dump format, available either via a download from the Site or on CD-ROM sent to You via U.S. postal mail. If You require a format other than mysql dump (i.e. XML or CSV), a data format and retrieval fee, not to exceed $300, may be charged for this service. You agree and acknowledge that myTalentLink, LLC has no obligation to retain the Customer Data for more than 30 days past the date of termination, and may delete such Customer Data 30 days after the date of termination.

TERMINATION FOR CAUSE

Any breach of Your payment obligations or unauthorized use of the myTalentLink, LLC Technology or Service will be deemed a material breach of this Agreement. myTalentLink, LLC, in its sole discretion, may terminate Your password, account or use of the Service if You breach or otherwise fail to comply with this Agreement. In addition, myTalentLink, LLC may terminate a free account at any time in its sole discretion. You agree and acknowledge that myTalentLink, LLC has no obligation to retain the Customer Data, and may delete such Customer Data, if You have materially breached this Agreement, including but not limited to failure to pay outstanding fees, and such breach has not been cured within 30 days of notice of such breach.

INTERNET DELAYS

myTalentLink, LLC'S SERVICES MAY BE SUBJECT TO LIMITATIONS, DELAYS, AND OTHER PROBLEMS INHERENT IN THE USE OF THE INTERNET AND ELECTRONIC COMMUNICATIONS. myTalentLink, LLC IS NOT RESPONSIBLE FOR ANY DELAYS, DELIVERY FAILURES, OR OTHER DAMAGE RESULTING FROM SUCH PROBLEMS.

CONFIDENTIALITY

The parties acknowledge that, by reason of the business relationship created under this Agreement, each party may have access to certain information and materials relating to the other party's business plans, customers, software technology, and marketing strategies ("Confidential Information"). Each party acknowledges that such Confidential Information is confidential and of substantial value to the other party. The party receiving such Confidential Information ("Receiving Party") agrees that it shall not disclose the other party's ("Disclosing Party") Confidential Information to any third party, and will take every reasonable precaution to prevent the disclosure of such Confidential Information. If the provisions of this section are breached, or threatened to be breached, the non-breaching party shall be entitled to injunctive relief. The provisions of this section shall survive the termination of this Agreement.

However, the term "Confidential Information" shall not include information or materials that: (a) are or become generally available to the public other than as a result of a wrongful disclosure by Receiving Party; (b) were available to or known by the Receiving Party prior to its disclosure thereto by the Disclosing Party; (c) are or become available to the Receiving Party on a non-confidential basis from a source other than through the Disclosing Party; (d) are developed or discovered by the Receiving Party independent of the Disclosing Party and not in violation of this Agreement; or (e) are required to be disclosed by law, a governmental agency or a court of competent jurisdiction.

SUBMISSIONS

Because myTalentLink, LLC and its designees host job boards and other forums found on the Site and elsewhere and, therefore, redistribute materials You give myTalentLink, LLC, myTalentLink, LLC requires certain rights to those materials. Therefore, by sending or transmitting to myTalentLink, LLC resources, information, ideas, notes, concepts, trademarks, service marks or other materials (including, but not limited to, job postings) (collectively, "Content"), or by posting such Content to any area of the Site, You grant myTalentLink, LLC and its designees a worldwide, non-exclusive, sub-licensable (through multiple tiers), assignable, royalty-free, perpetual, irrevocable right to link to, reproduce, distribute (through multiple tiers), adapt, create derivative works of, publicly perform, publicly display, digitally perform or otherwise use such Content in any media now known or hereafter developed. You hereby grant myTalentLink, LLC permission to display Your logo, trademarks and company name on the Site and in press and other public releases or filings. Further, by submitting Content to myTalentLink, LLC, You acknowledge that You have the authority to grant such rights to myTalentLink, LLC. PLEASE NOTE THAT YOU RETAIN OWNERSHIP OF ANY COPYRIGHTS, TRADEMARKS AND SERVICE MARKS IN ANY CONTENT YOU SUBMIT.

None of the Content is endorsed by myTalentLink, LLC, and myTalentLink, LLC cannot and does not make any representations with respect to the truth or reliability of the Content. myTalentLink, LLC reserves the right to remove any Content, in whole or in part, from the Site. Communications between the myTalentLink, LLC and the users of the Site are not confidential.

REGISTRATION; USE OF SECURE AREAS AND PASSWORDS

Some areas of the Site may require You to register with myTalentLink, LLC. When and if You register, You agree to (a) provide accurate, current, and complete information about Yourself as prompted by our registration form (including Your e-mail address) and (b) to maintain and update Your information (including Your e-mail address) to keep it accurate, current, and complete. You acknowledge that should any information provided by You be found to be untrue, inaccurate, not current, or incomplete, myTalentLink, LLC reserves the right to terminate this Agreement with You and Your use of the Site.

As part of the registration process, Your user name will be Your email address and You will be asked to select a password. myTalentLink, LLC may refuse to allow You to use a username that impersonates someone else, may be illegal, may be protected by trademark or other proprietary rights law, is vulgar or otherwise offensive, or may cause confusion, as determined by us in our sole discretion. You will be responsible for the confidentiality and use of Your password and agree not to distribute, transfer or resell Your use of or access to the Site to any third party. If more than one individual wishes to use a single password belonging to a registered user, such registered user must request permission from myTalentLink, LLC in writing, it being understood that myTalentLink, LLC shall be under no obligation to approve any such request. If You are a customer who has reason to believe that Your account with myTalentLink, LLC is no longer secure, You must promptly contact Customer Support via email address at service@myTalentLink, LLC.com. YOU ARE SOLELY AND ENTIRELY RESPONSIBLE FOR MAINTAINING THE CONFIDENTIALITY OF YOUR USERNAME AND PASSWORD AND SOLELY AND ENTIRELY RESPONSIBLE FOR ANY AND ALL ACTIVITIES THAT ARE CONDUCTED THROUGH YOUR ACCOUNT.

MISCELLANEOUS

This Agreement is entered into in the State of Ohio and shall be governed by and construed in accordance with the laws of the State of Ohio, exclusive of its choice of law rules. Each party to this Agreement hereby submits to the exclusive jurisdiction of the state and federal courts sitting in the County of Cuyahoga in the State of Ohio for any dispute arising under or in connection with this Agreement, the Site or any Site-related services, and waives any jurisdictional, venue or inconvenient forum objections to such courts. In any action to enforce this Agreement, the prevailing party will be entitled to costs and attorneys' fees. In the event that any of the provisions of this Agreement shall be held by a court or other tribunal of competent jurisdiction to be unenforceable, such provisions shall be limited or eliminated to the minimum extent necessary so that this Agreement shall otherwise remain in full force and effect and enforceable. Failure of any party to insist upon strict compliance with any of the terms and conditions of this Agreement shall not be deemed a waiver or relinquishment of any similar right or power at any subsequent time.

This Agreement constitutes the entire agreement between the parties hereto pertaining to the subject matter hereof, and any and all written or oral agreements heretofore existing between the parties hereto are expressly canceled. This Agreement is not assignable, transferable or sub-licensable by You except with prior written consent. Any heading, caption or section title contained in this Agreement is inserted only as a matter of convenience and in no way defines or explains any section or provision hereof.