By accessing, or using the Beyond! Jobboard feature of this Site (“Beyond! Jobboard”or the “Services”), You indicate that You understand and intend these Terms and Conditions to be the legal equivalent of a signed, written contract and equally binding, and that You accept such Terms and Conditions and agree to be legally bound by them. You represent and warrant that You are of sufficient legal age to use Beyond! Jobboard, or agree to supervise minors who use your Beyond! Jobboard, and that you will be bound to any legal obligations You may incur as a result of using this Site. Please note that Beyond.com reserves the right to change the Terms and Conditions under which Beyond! Jobboard and its many offerings are extended to You. Your continued use of Beyond! Jobboard following such modifications will be conclusively deemed acceptance of any changes to these Terms and Conditions.

BEFORE ACCESSING THE BEYOND!JOBBOARD SERVICE, YOU SHOULD READ THE FOLLOWING TERMS AND CONDITIONS CAREFULLY AS THEY GOVERN YOUR USE OF THESE SERVICES. IF YOU DO NOT AGREE WITH THESE TERMS AND CONDITIONS, YOU ARE NOT GRANTED PERMISSION BY BEYOND.COM, INC. TO ACCESS OR OTHERWISE USE THE SERVICES. ACCORDINGLY, PLEASE EXIT THIS PAGE.

You and Beyond.com ( “Beyond”) will create and offer Your End Users career and business related services on co-branded web sites hosted by Beyond (the “Co-Branded Properties”). You will outsource to Beyond the hosting, operation, and maintenance of the products and services sold through or in connection with these Co-Branded Properties (“Business Services”) that will be integrated into Your online community, on an exclusive basis. “Co-Branded Properties” means those pages that identify you and Beyond and offer the End User use of the Marketplace job search and employer portal functionality. These pages are accessed respectively through the URL’s of the applicable Marketplace homepages, or other URL’s substantially similar and registered to You, and are hosted on Beyond’s servers.

“Application Software” means the computer programs in machine readable object code form for implementing and operating an online Internet job placement and referral site that is made available to End Users over the Internet.

“Content Sponsor” means a party that purchases advertising and/or other products and services, including content sponsorships, on and in connection with the Co-Branded Properties.

“Data” means the content, records and data uploaded to the Co-Branded Properties or to any other of Your Websites by You and/or End Users using the Application Software or website.

“Intellectual Property Rights” means trade secrets, patents, copyrights, trademarks, trade dress, know-how and similar rights of any type under the laws of any governmental authority including, without limitation, all applications and registrations relating to any of the foregoing.

“Internet Sale” means any online sale as a direct result of your portals and not the result of any individual sales representative.

“Marketplace” means one of Your website(s). For the purposes of this Agreement, the term “Marketplace” does not mean or include the Co-Branded Properties.

“Proprietary Feature” shall mean any name, trademark, service mark, trade name, domain name, navigational element, copyright, or logo that is proprietary to Beyond or Client, respectively.

“Within Client Sites” refers to any previous Client Customer and any lead, which originated from one of the Co-Branded Properties.

OBLIGATIONS AND RESPONSIBILITIES

You shall make all design changes mutually agreed upon and reasonably necessary for providing links to the Co-Branded Properties. You will market Beyond Business Services and the Co-Branded Properties within the Marketplace including navigation buttons on the Home navigation bar and prominent placement of other Business Services links, buttons and/or banners on the Home Page and all other pages.

Beyond.com will launch, host the solution, and provide technology reasonably necessary for the operation of the Co-Branded Properties. Beyond will assign a Beyond contact that You may call to help resolve issues. Beyond will operate, maintain, and correct system errors in the Co-Branded Properties in accordance with the specifications contained in these Terms and Conditions.

Beyond.com reserves the right to remove content from postings on the site. This may include information deemed inappropriate by Beyond.com or contact information such as phone numbers, addresses or email addresses in places on the site where other methods of communication are required.

FRAUDULENT CREDIT CARD CHARGES OR FRAUDULENT CLAIMS.

All requests to negate credit card charges are investigated by our technical department and customer service department. Fraudulent claims of unauthorized card usage, we will report this to the credit card services. Repeated credit card chargebacks from Your End Users may result in termination of the Services upon notice. Account information collected (including IP address and contact information) relating to any fraudulent charge or claim may be provided to a third party for investigation.

REVENUE

Each respective party will bill, collect, and record all revenue generated from its own sales of advertising and other products and services on and in connection with the Co-Branded Properties.

You will earn 75% of Revenue from job postings purchased and distributed to Your site only, as well as 30% of net revenue generated from purchases of any Beyond Business Services purchased by end users within Your sites via your assigned identifier. Revenue is defined as the gross revenue received by Beyond for Internet Sales of Business Services with the Co-Branded Properties, less credit card, commissions, or other transaction fees.

PAYMENTS

All revenue earned is calculated monthly. A report will be distributed to You by the 15th of each month identifying revenues collected for the previous month. Payment is then sent out on the 20th of each month. A $250 minimum accumulated revenue share is required in order for Beyond to send out a check. Payments are made in U.S. Dollars.

All payments required under these Terms and Conditions are exclusive of federal, state, local and foreign taxes, duties, tariffs, levies and other similar charges (“Taxes”). When applicable, such Taxes shall appear as separate items on invoices. If You are exempt from otherwise applicable taxes, You must submit your tax identification number and exemption certificate at the same time You activate this Service. Payment of such Taxes and other charges (excluding any taxes based upon Beyond’s net income) shall be Your sole responsibility. In the event Beyond is subsequently assessed by any governmental authority for having failed to collect any Taxes from You, you agree to pay such assessed amounts, including any associated interest or penalties, upon Beyond’s written request.

PROPRIETARY RIGHTS

Each party owns and shall retain all right, title and interest in its intellectual property, including but not limited to its names, logos, trademarks, service marks, copyrights and proprietary technology, currently used or which may be developed and/or used by it in the future.

Data you initially bring to Beyond (“Client Data”) shall remain your property and shall be removed by Beyond from the network upon termination of Beyond! Jobboard services and Beyond shall retain no copies of Client Data. Data that enters the network after the initial installation (“Shared Data”) shall be co-owned by you and Beyond with equal rights to retain the Shared Data following termination of this Agreement and neither shall owe the other party any accounting or other fee for use of the Shared Data.

EXCLUSIVITY

During the term of this Agreement, You agree to use Beyond as the exclusive portal to its Marketplace and will display and advertise the Co-Branded Properties in accordance with this agreement on all Marketplace properties defined in this Agreement.

TERM AND TERMINATION

Term. This Agreement shall commence on the Effective Date and will remain in full force and effect until either party provides 5 days written notice of their intent to terminate the Services.

Other Events of Termination. This Agreement shall be subject to termination upon the occurrence of the following events: if You default on any of Your material obligations, representations or warranties under this Agreement, Beyond shall have the right, exercisable in its sole discretion, to terminate this Agreement by written notice describing with reasonable specificity the nature of the default and requesting that it be cured, unless within five (5) calendar days after written notice of such default you remedy the default; or if (a) you file a petition for bankruptcy or is adjudicated a bankrupt; (b) a petition in bankruptcy is filed against you; (c) you become insolvent or make an assignment for the benefit of your creditors or an arrangement for your creditors pursuant to any bankruptcy law; (d) either party discontinues its business; or (e) a receiver is appointed for either party or its business, then the other party shall have the right to terminate this Agreement immediately upon written notice.

Termination of this Agreement by either party hereto shall not act as a waiver of any breach of this Agreement and shall not act as a release of either party hereto from any liability for breach of such party's obligations under this Agreement.

CONFIDENTIALITY

Except as otherwise provided herein, You and Beyond each agree that all written information communicated to it by the other, whether before the Effective Date or during the term of this Agreement, and (a) marked as confidential or proprietary; or (b) regarding customers; human resources; financial costs, expenses or operations; inventory, purchasing or merchandising; or plans, strategies or forecasts (hereinafter collectively referred to as "Confidential Information") shall be used only for the purposes of this Agreement, and that no Confidential Information of the other party shall be disclosed to outside parties by the recipient party, its agents or employees without the prior written consent of the other party.

Each party agrees to take all reasonable precautions to prevent the disclosure to outside parties of Confidential Information of the other party, including without limitation, the terms of this Agreement, except for information which is (i) not marked as confidential or proprietary or included in the categories identified above, (ii) already known by or available to the other party or its parent or subsidiaries at the time of disclosure; (iii) independently generated by either of the parties hereto or its parent or subsidiaries and not derived from the Confidential Information of the other party, (iv) generally known or available to the public, or which may later become generally known or available to the public except where such knowledge or availability is the result of an unauthorized disclosure by one of the parties hereto, (v) disclosed to the other party or its parent or subsidiaries by a third party who is lawfully permitted to make such disclosure, (vi) made available by the other party to a third party without a similar restriction; or (vii) required to be disclosed by either party or their parent or subsidiaries by law, regulation, court order or other legal process.

Notwithstanding the foregoing, Beyond will have the right to identify that You are a customer of Beyond and may utilize customer content for statistical and comparative purposes provided it is not disclosed in any manner which could reasonably identify You.

INDEMNIFICATION, LIMITATION OF LIABILITY, AND REMEDIES

You shall defend, indemnify and hold Beyond and its respective officers, directors, employees and agents, from and against any claims, actions or demands, including without limitation reasonable legal and accounting fees, arising or resulting from (a) any breach by You of any warranty, representation, covenant or Agreement contained herein, (b) any alleged or actual infringement by any material provided by You under this Agreement, including without limitation any intellectual property or proprietary right, privacy right or other right of any third party, (c) Your negligence, (d) any injury to Persons or damages to property caused directly or indirectly by Your acts or omissions, or (e) Your unauthorized use of Beyond intellectual property. Beyond reserves the right, at its own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by You, but doing so shall not excuse your indemnity obligations. Beyond shall have the right to participate in the defense of all claims pursuant to this section.

THESE PROVISIONS REPRESENT EACH PARTY’S RESPECTIVE ENTIRE OBLIGATION REGARDING ANY THIRD-PARTY CLAIMS.

LIMITATION OF LIABILITIES. IN NO EVENT SHALL BEYOND BE LIABLE FOR ANY SPECIAL, INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES, INCLUDING, WITHOUT LIMITATION, FOR LOST PROFITS, IN ANY WAY ARISING OUT OF OR RELATING TO THE SERVICES, EVEN IN THE EVENT IT HAS BEEN ADVISED AS TO THE POSSIBILITY OF SUCH DAMAGES. UNLESS FURTHER LIMITED ELSEWHERE IN THIS AGREEMENT, BEYOND’S ENTIRE LIABILITY AND ITS EXCLUSIVE REMEDY FOR DAMAGES FROM ANY CAUSE RELATED TO OR ARISING OUT OF A CLAIM UNDER THIS AGREEMENT, REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT OR IN TORT, WILL NOT EXCEED THE GREATER OF (1) $1,000 DOLLARS OR (2) THE COMMISSION, FEE OR OUTSTANDING BALANCES DEFINED UNDER THIS AGREEMENT RELATED TO THE CAUSES OF ACTION ASSERTED.

REMEDIES CUMULATIVE. Except as otherwise expressly specified herein, the rights and remedies granted to each party under this Agreement are cumulative and in addition to, and not in lieu of, any other rights or remedies that such party may possess at law or in equity.

NOTICES. All notices, requests, demands or other formal communications under this Agreement shall be in writing and may be sent by mail, facsimile, or an authorized electronic address to the addressee and offices specified below. Either party may change its address for purposes hereof upon prior notice to the other party. Notices hereunder shall be directed:

If to Beyond, to:

Beyond.com, Inc.
Office of the General Counsel
1060 First Avenue
Suite 100
King of Prussia, PA 19406

For You, notices will be sent to the contact defined in your account.

MISCELLANEOUS

No Joint Venture. No agency partnership, joint venture or other business relationship shall be construed under, or created by this Agreement. The parties are independent contractors and neither is the agent of the other. Each party shall be solely responsible for the actions of all their respective employees, agents and representatives. You (including your directors and executive officers and other individuals authorized to make official communications on your behalf, as may be applicable) will not disparage Beyond, any of its directors, officers, agents or employees, or its performance, products or services, or otherwise take any action which could reasonably be expected to adversely affect Beyond’s reputation. These Terms and Conditions shall be interpreted and construed in accordance with the laws of the Commonwealth of Pennsylvania, without regard to the principles of conflicts of laws, and with the same force and effect as if fully executed and performed therein, and the laws of the United States of America, and all proceedings relating to the subject matter hereof shall be maintained exclusively in the courts situated in Montgomery County, Pennsylvania.. Except as otherwise expressly specified herein, the rights and remedies granted to each party under this Agreement are cumulative and in addition to, and not in lieu of, any other rights or remedies that such party may possess at law or in equity. These Terms and Conditions may not be amended, modified or supplemented by the parties in any manner, except by an instrument in writing signed on behalf of each of the parties by a duly authorized officer or representative. Beyond shall be excused from performance hereunder for the period of time and to the extent that Beyond is prevented from performing the services, in whole or in part, as a result of delays caused by You, an act of God, war, civil disturbance, court order, labor dispute, third party or vendor non-performance or other cause beyond Beyond’s reasonable control, including failures or fluctuations in electrical power, heat, light, air conditioning or telecommunications equipment and such non-performance shall not be a default or a ground for termination. You shall not transfer or assign any rights or delegate any of your obligations hereunder, in whole or in part, whether voluntarily or by operation of law, without the prior written consent of Beyond. These Terms and Conditions, in addition to the Terms and Conditions of the Beyond.com network represents the entire agreement of the parties with respect to the subject matter hereof and supersedes all prior and/or contemporaneous agreements and understandings, written or oral between the parties with respect to the subject matter hereof. The party entitled to the benefit thereof may waive any of these provisions. Neither party shall be deemed, by any act or omission, to have waived any of its rights or remedies hereunder unless such waiver is in writing and signed by a duly authorized representative of the waiving party, and then only to the extent specifically set forth in such writing. A waiver with reference to one event shall not be construed as continuing or as a bar to or waiver of any right or remedy as to a subsequent event. Nothing express or implied in this Agreement is intended to confer, nor shall anything herein confer, upon any person other than the parties and the respective successors or assigns of the parties, any rights, remedies, obligations or liabilities whatsoever.

If the application of any provision or provisions of this Agreement to any particular facts of circumstances shall be held to be invalid or unenforceable by any court of competent jurisdiction, then: (i) the validity and enforceability of such provision or provisions as applied to any other particular facts or circumstances and the validity of other provisions of this Agreement shall not in any way be affected or impaired thereby; and (ii) such provision or provisions shall be reformed without further action by the parties hereto and only to the extent necessary to make such provision or provisions valid and enforceable when applied to such particular facts and circumstances. All representations and warranties, indemnification obligations, confidentiality provisions and transfer assistance provisions shall survive the termination of this Agreement.