Terms and Conditions of Use

Effective October 1, 2006

This Work.com Terms and Conditions of Use (the "TCU") is a legal agreement between you and Business.com, Inc., the parent company of Work.com, Inc. ("Work.com", "we", "us" or "our") providing, among other things, the terms and conditions for your use of our Web site accessible at http://www.work.com (the "Site").
Your use of the Site is also subject to any additional guidelines or rules that we may post on certain areas of the Site from time to time. All such guidelines or rules are hereby incorporated by reference into this TCU.
We may from time to time modify this TCU and will post a copy of the amended TCU at http://www.work.com/termsofuse.asp. If you do not agree to, or cannot comply with, the TCU as amended, you should not use the Site. You will be deemed to have accepted the TCU as amended if you continue to use the Site after any amendments are posted on the Site. We reserve the right to refuse to provide our products or services to anyone at any time.
THIS SITE IS NOT INTENDED FOR USE BY PERSONS UNDER THE AGE OF THIRTEEN. INDIVIDUALS WHO ARE UNDER THE AGE OF THIRTEEN ARE EXPRESSLY PROHIBITED FROM POSTING ANY PERSONALLY IDENTIFIABLE INFORMATION ABOUT THEMSELVES.
THIS AGREEMENT CONTAINS WARRANTY AND LIABILITY DISCLAIMERS. BY USING THIS SITE, YOU ACCEPT AND AGREE TO THE TERMS AND CONDITIONS OF THIS AGREEMENT WITHOUT ANY RESERVATIONS, MODIFICATIONS, ADDITIONS, OR DELETIONS. IF YOU DO NOT AGREE TO THE TERMS OF USE CONTAINED IN THIS AGREEMENT, YOU ARE NOT AUTHORIZED TO USE THE SITE. YOU MAY BE DENIED ACCESS TO THE SITE, WITH OR WITHOUT PRIOR NOTICE TO YOU IF YOU DO NOT COMPLY WITH ANY PROVISION OF THIS AGREEMENT.
Please direct any questions you may have about this TCU, or any other legal matters, to the following e-mail address: customerservice@work.com.

1. Work.com's Proprietary Rights and Permitted Use

1.1 Grant of License. Work.com grants to you a limited, non-exclusive, non-transferable license to access and use the Site in accordance with the terms and conditions set forth in this Agreement. Work.com reserves all right, title and interest not expressly granted under this license to the fullest extent possible under applicable laws. ANY USE OF THE SITE NOT SPECIFICALLY PERMITTED UNDER THIS AGREEMENT IS STRICTLY PROHIBITED.

1.2 Legal Notices. The Site (including without limitation all content, software and services offered thereon) is the property of Work.com and/or its suppliers. The Site is protected by copyright, trademark and other intellectual property laws of the United States of America and all applicable international intellectual property laws. You may not duplicate, publish, modify, or otherwise distribute any material contained on this Site without prior written authorization from Work.com in each instance. You may not remove any legal notice, acknowledgement or credit, or any related information, contained on any of the pages of the Site.

1.3 Ownership Acknowledgement. You hereby acknowledge and agree that, as between Work.com and you, all right, title, and interest in and to the Site and the provision thereof, including without limitation any patent rights, patents, business methods, copyrights, trademarks, trade secrets, inventions, know-how, and all other intellectual property rights pertaining thereto, are owned exclusively by Work.com. Except as expressly authorized by Work.com herein, you agree not to make, copy, display, modify, rent, lease, license, loan, sell, distribute, or create derivative works of the Site, in whole or in part. You hereby acknowledge and agree not to copy or otherwise seek to emulate in any medium the appearance, look and feel, presentation, layout or any other aspect of our "solution," "how to," or "quick reference" guides or any other guides, content or materials made available on the Site. You agree not to access the Site by any means other than through the interface that is provided by Work.com for use in accessing the Site. In connection with your use of the Site, Work.com may make software available to you for download from the Site; your download and use of such software shall be pursuant to a separate license agreement that shall be agreed to upon your download or installation of such software.

2. Your Registration Obligations

In consideration of your use of the Site, you agree to: (a) provide true, accurate, current and complete information about yourself as prompted by the Site's registration form (such information being the "Registration Data") and (b) maintain and promptly update the Registration Data to keep it true, accurate, current and complete. If you provide any information that is untrue, inaccurate, not current or incomplete, or Work.com has reasonable grounds to suspect that such information is untrue, inaccurate, not current or incomplete, Work.com has the right to suspend, terminate, or refuse any and all current or future use of the Site (or any portion thereof) to you.

3. Password

You will receive a password and account designation upon completing the Site's registration process. You are responsible for maintaining the confidentiality of the password and account, and are fully responsible for all activities that occur under your password or account. You agree to (a) immediately notify Work.com of any unauthorized use of your password or account or any other breach of security, and (b) ensure that you exit from your account at the end of each session. Work.com cannot and will not be liable for any loss or damage arising from your failure to comply with this Section.

4. User Contributions to the Site

4.1 Sole Responsibility for User Content. Work.com provides users with the opportunity to contribute to the Site. You understand that all information, data, text, links, articles, software, photographs, graphics, video, music, sound, messages, or other materials posted by you on the Site or otherwise submitted to Work.com (collectively, the "User Content"), whether publicly posted or privately transmitted, are the sole responsibility of you or other users posting or transmitting such User Content. This means that you, and not Work.com, are entirely responsible for all User Content that you upload, post, email, or otherwise transmit via the Site. You will ensure that no copyright, trademark, trade secret, publicity or privacy rights, or other intellectual property rights are being violated by your posting or transmission of any User Content via the Site.

4.2 No Obligation to Pre-Screen. Work.com is under no obligation to, and does not, pre-screen any User Content posted via the Site or sent to another user and, as such, does not guarantee the accuracy, integrity, appropriateness, or quality of such User Content. The User Content posted by users or other third parties does not necessarily represent the views or opinions of Work.com and under no circumstances will Work.com be liable in any way for any User Content, including, but not limited to, any loss or damage of any kind incurred as a result of the use of any User Content posted, emailed, or otherwise transmitted via the Site. Notwithstanding the foregoing, Work.com may at any time remove any User Content in its sole discretion.

4.3 Prohibited User Acts. You may be held liable for any illegal or prohibited User Content that you provide to the Site or to other users, including, for example, infringing, defamatory, or offensive materials. So that the Site is available for all users to enjoy, you may not, and hereby represent and warrant that you will not, post, transmit, email or otherwise make accessible on or through the Site User Content that:

Is unlawful, harmful, threatening, tortious, defamatory, libelous, abusive, disparaging, pedophilic, pornographic, obscene, invasive of another's privacy, hateful, or malicious;
Contains hate propaganda or promotes discrimination or violence against any people on account of their race, national origin, religion, age, gender, disability, or sexual orientation;
Is or could be harmful to minors;
Harasses or advocates harassment of another person;
Involves the transmission of "junk mail," "chain letters," or unsolicited mass mailing or "spamming";
Promotes information that you know is false, misleading, or promotes illegal activities or conduct;
Is or promotes an illegal or unauthorized copy of another person's work, such as providing pirated computer programs or links to them, or providing information to circumvent manufacture-installed copy-protect devices;
Infringes any patent, copyright, trademark, service mark, trade secret, or other proprietary right of any other party;
Contains restricted password only access pages, or hidden pages or images (those not linked to or from another accessible page);
Provides material that exploits people under the age of 18 in a sexual or violent manner, or solicits personal information from anyone under 18;
Provides instructional information about illegal activities such as making or buying illegal weapons, or providing or creating computer viruses;
Contains a software virus or any other code files or programs that are designed to or have the ability to interrupt, destroy, compromise, or otherwise limit the functionality of any computer software or hardware or telecommunications equipment whether owned by Work.com or any other party;
Solicits passwords, or personal identifying information for commercial or unlawful purposes from other users; or
Otherwise violates any local, state, national or other applicable law or regulation.

In addition, you may not, in connection with your use of the Site:

Impersonate any person or entity, including a Work.com officer or employee, or falsely misrepresent your affiliation with any other person or entity;
Forge headers or otherwise manipulate identifiers for the purpose of disguising the origin of any User Content posted or transmitted through or on the Site;
Engage in commercial activities and/or sales without Work.com's prior written consent including, without limitation, contests, sweepstakes, barter, or advertising;
Post or transmit any Content that you do not have the right to post or transmit;
Post or submit unsolicited commercial e-mail, chain letters, pyramid schemes, or seek or encourage others to engage in these activities;
Disrupt the ordinary flow and operation of any portion of the Site, including causing a screen to scroll faster than another User may be able to type in a chat room or bulletin board environment;
Interfere with or disrupt the Site or any server or network involved with the operation of the Site;
Stalk or harass any other person; or
Collect or "harvest" from the Site the names of other users for the purpose of transmitting to those other users unsolicited commercial messages.

If you discover this kind of material or activity on the Site, please notify us immediately at customerservice@work.com. Work.com does not support, endorse or tolerate any of the foregoing actions or user behavior.

5. License To User Content

5.1 Work.com's Use. Work.com does not claim ownership of your User Content. However, with respect to User Content that you elect to post or transmit for inclusion in or on the Site or that you otherwise submit to us (excluding any work commissioned and paid for by Work.com under a separate agreement), you grant Work.com and its affiliates and partners the perpetual, world-wide, royalty free, non-exclusive, sub-licensable license as follows: to use, reproduce, translate, alter, perform, display, modify, adapt, and publish such User Content, in whole or in part, in all present and future media and in any manner relating to the Site (including without limitation in connection with the appearance of such User Content on Work.com and on the sites of our affiliates, partners and others with whom Work.com may have business relationships relating to the Site) and the distribution and promotion of the Site. You further agree that Work.com is free to use any ideas, know-how, concepts, techniques or other materials you send us for any purpose.

5.2 Right to Preserve and Disclose User Content. Without limitation of any of the rights granted to Work.com herein, you acknowledge and agree that Work.com may preserve User Content and may also disclose User Content if required to do so by law or in the good faith belief that such preservation or disclosure is reasonably necessary to: (a) comply with legal process; (b) enforce the TCU; (c) respond to claims that any User Content violates the rights of third-parties; or (d) protect the rights, property, or personal safety of Work.com, its users and the public.

5.3 No Obligation. Notwithstanding the foregoing, Work.com is under no obligation to use or save any User Content. Work.com may, at any time in its sole discretion, delete, modify or prevent from displaying to any other users, any User Content.

6. Indemnity

By accessing and using this Site, you agree to indemnify and hold Work.com, its subsidiaries, affiliates, officers, agents, co-branders, and other partners and employees, harmless from any loss, liability, claim or demand, including reasonable attorney's fees, made by any third party related to or arising out of (i) User Content you submit, post to, or transmit through the Site, (ii) your use of the Site, including your use of the Site to provide a link to another Site or to upload content or other information to the Site, or (iii) your violation of the TCU or any applicable laws or the rights of another.

7. Links and Search Results

The Site may provide links and automatically produce search results, or third parties may provide information, that reference or link to other World Wide Web sites or resources. Work.com has no control over such other sites and resources, and you acknowledge and agree that Work.com is not responsible for the content or information contained therein. Work.com cannot and does not guarantee, represent or warrant that the content or information contained in such third-party sites is accurate, legal, noninfringing or inoffensive. Work.com does not endorse the content or information of any third-party site or resource, and further does not warrant that such sites or resources will not contain viruses or other malicious code or will not otherwise impact your computer. By using the Site to search for or link to another site, you agree and understand that Work.com shall not be responsible or liable, directly or indirectly, for any damages or loss caused or alleged to be caused by or in connection with your use of, or reliance on, the Site to obtain search results and/or to link to another site. However, if you have a problem with a link from the Site, please let us know at customerservice@work.com.

8. Modifications to Site

Work.com reserves the right at any time and from time to time to modify or discontinue, temporarily or permanently, the Site (or any part thereof) with or without notice. You agree that Work.com shall not be liable to you or to any third party for any modification, suspension, or discontinuance of the Site.

9. Suspension and/or Termination Rights

Work.com reserves the right, at its sole discretion, immediately and without notice, to suspend or terminate the TCU, your registration for any program, your ability to access the Site, your ability to utilize any email services offered on the Site, and/or to remove any User Content, for any reason, including without limitation any breach by you of the TCU or conduct by you that Work.com determines to be inappropriate. You agree that Work.com shall not be liable to you or any third-party for any suspension or termination pursuant to this provision.

10. Copyright Policy

Work.com understands and respects the importance of intellectual property. Please click here to review our Copyright Policy and for instructions on reporting any suspected copyright violation contained on the Site.

11. Privacy Policy

Unless otherwise addressed in this Agreement, your use of this Site is subject to Work.com's Privacy Policy, which is incorporated by reference and made a part of this Agreement. It is important that you read and understand the terms of our Privacy Policy. Work.com may cooperate with and disclose information about you and your use of our Site to any authority, government official or third-party, without giving any notice to you, in connection with any investigation, proceeding or claim arising from an asserted illegal action or infringement whether related or unrelated to your use or misuse of this Site.

12. Back-Up

Work.com is not liable for any lost data resulting from the operation of our Site and/or the enforcement of the TCU (including without limitation content from any e-mail account hosted by Work.com), and is not obligated to maintain back-up copies of any contributed User Content or e-mail messages. We recommend that you retain a copy of all User Content that you post or distribute to, or through, the Site.

13. Unsecured General Use

Because of the nature of Internet, computers, data flow, and other technical and economical practicalities, the Site, like most computer data and Internet applications, is vulnerable to various security issues and hence should be considered unsecured. By using the Site and the Internet in general, you may be subject to various risks, including, among others, eavesdropping, sniffing, spoofing, forgery, spamming, "imposturing", tampering, breaking passwords, harassment, fraud, electronic trespassing, hacking, system contamination including without limitation, viruses, worms, Trojan horses, causing unauthorized, damaging or harmful access and/or retrieval of information and data on your computer and other forms of activity that may even be considered unlawful. Information (including Registration Data, passwords and User Content) received or delivered or intended to be made available on and through the Site may be subject to these and other security or privacy hazards or may not reach its destination or reach an erroneous address or recipient. The Site is not different than other applications in this respect. Without limitation of the foregoing, although we take seriously the security of all member accounts and other personal and non-personal information associated with our visitors and participants, because of the open communication nature of the Internet, we do not guarantee that your account will be free from unauthorized access by third parties.

14. U.S. Export Controls

Work.com encourages users from around the world to use the Site. However, if you choose to use the Site, you understand, acknowledge and agree that your use of the Site is governed by this TCU and the laws and regulations of the United States regarding online conduct and acceptable content. If you use the Site in a jurisdiction that prohibits or restricts the use of the Site, you agree that your use of the Site will be at your own risk, without limitation of any other provision of this TCU, and that Work.com shall not have any liability with respect to such use. Software from this Site is subject to United States export controls. No software from this Site may be downloaded or otherwise exported or re-exported (i) into (or to a national or resident of) Cuba, Iraq, Libya, North Korea, Iran, Syria, or any other country to which the United States has embargoed goods; or (ii) to anyone on the United States Treasury Department's list of Specially Designated Nationals or the United States Commerce Department's Table of Deny Orders. By downloading or using the Software, 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.

15. Disclaimer of Warranties

15.1 YOU EXPRESSLY UNDERSTAND AND AGREE THAT YOUR USE OF THE SITE IS AT YOUR SOLE RISK. THE SITE, AND ITS CONTENT, ARE DELIVERED ON AN "AS IS" AND "AS AVAILABLE" BASIS. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, WORK.COM EXPRESSLY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT. WORK.COM MAKES NO WARRANTY THAT THE SITE OR ANY RELATED SERVICES OR SOFTWARE, SUCH AS EMAIL, LINKS, OR SEARCHES OFFERED ON THE SITE WILL BE ERROR-FREE, UNINTERRUPTED, TIMELY, SECURE, OR THAT IT WILL PROVIDE SPECIFIC RESULTS FROM USE OF THE SITE OR ANY CONTENT, SEARCH OR LINK THEREIN. WORK.COM FURTHER DOES NOT WARRANT THAT FILES YOU DOWNLOAD FROM THE SITE WILL BE FREE OF VIRUSES, TROJAN HORSES, BUGS, CONTAMINATION, OR DESTRUCTIVE FEATURES.
15.2 YOU ACKNOWLEDGE THAT YOUR SUBMISSION OF ANY INFORMATION TO US, INCLUDING BUT NOT LIMITED TO USER CONTENT, IS AT YOUR OWN RISK. WORK.COM DOES NOT ASSUME ANY LIABILITY TO YOU WITH REGARD TO ANY LOSS OR LIABILITY RELATING TO SUCH INFORMATION IN ANY WAY.
15.3 NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM WORK.COM OR THROUGH OR FROM THE SITE SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THE TCU. DATA AND INFORMATION RELATING TO SECURITIES OR OTHERWISE IS PROVIDED FOR INFORMATIONAL PURPOSES ONLY, AND IS NOT INTENDED FOR TRADING PURPOSES. NEITHER WORK.COM NOR ANY OF ITS DATA OR CONTENT PROVIDERS SHALL BE LIABLE FOR ANY ERRORS OR DELAYS IN THE CONTENT, OR FOR ANY ACTIONS TAKEN IN RELIANCE THEREON.
15.4 SOME OF THE CONTENT, PRODUCTS, AND SERVICES AVAILABLE THROUGH THE SITE MAY INCLUDE MATERIALS THAT BELONG TO THIRD PARTIES. YOU ACKNOWLEDGE THAT WORK.COM ASSUMES NO RESPONSIBILITY FOR SUCH CONTENT, PRODUCTS OR SERVICES.

16. Limitation of Liability

YOU EXPRESSLY UNDERSTAND AND AGREE THAT WORK.COM SHALL NOT BE LIABLE UNDER ANY CIRCUMSTANCES FOR ANY INDIRECT, GENERAL, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY OR OTHER DAMAGES, INCLUDING BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA OR OTHER INTANGIBLE LOSSES (EVEN IF WORK.COM HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES). IN NO EVENT WILL WORK.COM BE LIABLE FOR ANY DAMAGES IN EXCESS OF ONE UNITED STATES DOLLAR ($1.00). SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES OR THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES. ACCORDINGLY, SOME OF THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU.

17. Miscellaneous

17.1 The TCU constitutes the entire agreement between you and Work.com and governs your use of the Site, superceding any prior agreements between you and Work.com. You may also be subject to additional terms and conditions that may apply when you use affiliate services, third-party content, or third-party software.

17.2 You agree that the TCU and the relationship between you and Work.com shall be governed by the laws of the State of California without regard to its conflict of law provisions. You agree to submit to personal and exclusive jurisdiction by and venue in the state and federal courts of the State of California, County of Los Angeles. The failure of Work.com to exercise or enforce any right or provision of the TCU shall not constitute a waiver of such right or provision.

17.3 If any provision of the TCU is found by a court of competent jurisdiction to be invalid, the parties nevertheless agree that the court should endeavor to give effect to the parties' intentions as reflected in the provision, and the other provisions of the TCU remain in full force and effect. 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 or the TCU must be filed within one (1) year after such claim or cause of action arose or be forever barred.

17.4 Work.com or its business partners may present advertisements or promotional materials on or through the Site. Your dealings with, or participation in promotions of, any third-party advertisers on or through the Site are solely between you and such third party and your participation is subject to the terms and conditions associated with that advertisement or promotion. You agree that Work.com is not responsible or liable for any loss or damage of any sort incurred as the result of any such dealings or as the result of the presence of such third party materials on the Site.

17.5 Work.com may send notices to you with respect to your use of the Site by sending an email message to the email address listed in your Registration Data or by a posting a note on the Site when you access your account. You agree that we may provide notice to you through such means. Unless otherwise stated in the notices, the notices will become effective immediately.

17.6 The section titles in the TCU are for convenience only and have no legal or contractual effect.

YOU ACKNOWLEDGE THAT YOU HAVE READ THIS TCU, UNDERSTAND IT AND WILL BE BOUND BY ITS TERMS AND CONDITIONS. YOU FURTHER ACKNOWLEDGE THAT THIS TCU REPRESENTS THE COMPLETE AND EXCLUSIVE STATEMENT OF THE TERMS AND CONDITIONS BETWEEN US AND THAT IT SUPERSEDES ANY PROPOSAL OR PRIOR AGREEMENT ORAL OR WRITTEN, AND ANY OTHER COMMUNICATIONS BETWEEN US RELATING TO THE SUBJECT MATTER OF THIS TCU.