These "Terms and Conditions"...

govern your use of the web site known as QuPeople.com ("the Site"). Please read this page carefully.

Do not use this web site and service if you are not willing to accept the Terms and conditions stated herein. By using this Site, you are indicating your acceptance to be bound by these Terms and Conditions. You are advised to check this Terms and conditions page periodically to review changes that could be made at any time, because these changes are binding on you. QuPeople may modify these Terms and Conditions at any time in its sole discretion by updating this posting. The terms "You" and "User" as used herein refer to all persons and/or entities using this Site for any reason.

Copyright Notice

The contents of this Site, such as the "look" and "feel" of the Site, text, images, logos, button icons, software and other "Material", are protected under both United States and foreign copyright, trademark and other laws. All Material is the property of QuPeople or its content suppliers or customers. The compilation (meaning the collection, arrangement and assembly) of all content on this Site is the exclusive property of QuPeople and is protected by U.S. and international copyright laws. Unauthorized use of the Material may violate copyright, trademark, patent and other laws. The use of the Material on any other website or in a networked computer environment for any purpose is prohibited.

You shall not copy or adapt the HTML or other code that QuPeople creates to generate its pages. It is also protected by QuPeople's copyright.

Material Use

QuPeople authorizes you to view, a single copy of the material on this Site solely for your personal, noncommercial, internal business purposes or as a job applicant. You may not distribute such material to third parties or use it to create directories or mailing or marketing lists or for any other purpose. All content on the Site, including, but not limited to software, databases, text, graphics, images, logos, button icons, lists, and other material (collectively, the "Material") are protected under both United States and foreign copyright, trademark and other laws. All Material is the property of QuPeople, Inc., or its third party content suppliers or clients. The collection of all content on this Site is the exclusive property of QuPeople and is protected by copyright and trademark laws of the United States and other countries, international conventions, and other applicable laws. Unauthorized use of the Material may violate copyright, trademark, and other laws. You must retain all copyright, trademark, service-mark and other proprietary notices contained in the original Material on any copy you make of the Material. You may not modify, copy, transmit, create derivative works from, reverse engineer, disassemble, or otherwise attempt to discover any source code from any software accessible or available through QuPeople, or sell, assign, sub-license or otherwise transfer any right in such software.

You may not incorporate the Material for any purpose into another database, search engine, any other web site or in a networked computer environment of any kind. You may not copy or adapt the HTML code that QuPeople creates to generate its pages, since it is protected by QuPeople's copyright. Access to this Site is monitored. The requesting URLs, the machine originating the request, and the time of the request are logged for access statistics and security purposes. Use of this Site constitutes consent to such monitoring.

User Information

Material on this Site may be changed, terminated, or updated without notice. QuPeople may also make improvements and/or changes in the services described in this Site at any time without notice. Any information or material sent to QuPeople shall not be considered confidential. By sending QuPeople any information or material, you grant QuPeople an unrestricted, irrevocable right and license to use such information for its business purposes, including the right to post job listings and resumes that you place on this Site.

Permitted Site Use

You may refer to the URL of this Site without limitation. You may link to this Site without QuPeople's prior written approval. You may not use the Site in order to transmit, distribute, erase, or store material (a) in violation of any applicable law or regulation, (b) in a manner that will infringe the patent, copyright, trademark, trade secret or other intellectual property rights of others or violate the privacy, publicity or other personal rights of others, or (c) that is harmful, defamatory, libelous, vulgar, obscene, threatening, abusive, harassing or otherwise objectionable.

You are prohibited from violating or attempting to violate the security of the Site, including, without limitation: (a) attempting to probe, scan or test the vulnerability of a system or network or to breach security or authentication measures without proper authorization, (b) accessing data not intended for such user or logging into a server or account which the user is not authorized to access, (c) forging any TCP/IP packet header or any part of the header information in any e-mail or posting (d) attempting to interfere with service to any user, host or network, including, without limitation, via means of submitting a virus or corrupted data to the Site, overloading, continuous posting of repetitive text, "flooding", "spamming", "mailbombing", or "crashing", (e) sending unsolicited e-mail, "junk mail", "chain letters", including promotional materials and/or advertising of products or services, or any other form of solicitation. Violations of system and network security may result in civil or criminal liability.

Specific Prohibited Uses

The Site may only be used for lawful purposes. QuPeople specifically prohibits any use of the Site, and all users agree not to use the Site, for any of the following:

• § Posting any incomplete, false, inaccurate or misleading biographical information or information which is not your own accurate resume. Recruiters representing candidates may not send that candidate's resume in response to a job posting. § Deleting or changing another persons' information posted on the Site.
• § Posting or transmitting any message, information, data, text, software or images, or other material that may invade another's privacy or publicity rights or is unlawful, harmful, threatening, abusive, harassing, defamatory, libelous, vulgar, obscene, or otherwise objectionable.
• § Posting a sexually-explicit image or statement. § Using any device, software or routine to interfere or attempt to interfere with the proper working of this Site or any activity being conducted on this Site.
• § Taking any action that imposes an unreasonable or disproportionately large load on this Site's infrastructure.
• § Notwithstanding anything to the contrary contained herein, using or attempting to use any engine, software, tool, agent or other device or mechanism (including without limitation browsers, spiders, robots, avatars or intelligent agents) to navigate or search this Site other than the search engine and search agents available from QuPeople on this Site and other than generally available third party web browsers (e.g., Netscape Navigator, Microsoft Explorer).
• § Copying or duplicating any of the materials or information available from the Site.
• § Framing of or linking to any of the materials or information available from the Site.

Feedback and Information

Any feedback that you provide at this Site, including but not limited to, electronic and written correspondence, shall be deemed to be non-confidential and can be used by QuPeople without limitation.

Indemnification

By using this Site, you agree to indemnify, hold harmless and defend QuPeople from any claims, damages, losses, liabilities and all costs and expenses of defense, including but not limited to attorneys' fees, resulting directly or indirectly from your use of this Site, unless such claims, damages, losses, liabilities, costs and expenses arise from and have directly and solely been caused by the gross negligence or intentionally wrongful acts of QuPeople.

Warranty Disclaimer

QuPeople makes no representations or warranties regarding the effectiveness of the Site or its content in meeting your employment or training objectives. QuPeople does not guarantee that any employer or client will ask for your resume, ask to interview you or hire you. QuPeople does not guarantee to any employer or client the availability of resumes or candidates, or that any candidate will meet your needs.

QuPeople uses reasonable care in compiling and presenting the information found on this Site. However, the accuracy of information supplied by candidates, employers and other users is not within the control of QuPeople, and QuPeople does not certify that it has verified any information in any job listing, resume, file or other posting entered into the QuPeople database or available on this Site. Further, QuPeople does not assume liability for any errors or omissions in the content on this Site or any third party site, including, but not limited to, typographical errors, inaccuracies, outdated information, or broken links. This Site and all information within it are provided on an "as is" basis without any warranties of any kind, express or implied.

QuPeople expressly disclaims liability for errors or omissions in the information found on this Site. QuPeople expressly disclaims all warranties, express or implied, including without limitation the warranties of merchantability, fitness for a particular purpose, title, and non-infringement with respect to this Site and information. You acknowledge that in any computer system and any network of computer systems there is certain to be "downtime" due to mechanical, telecommunication, software, hardware and third-party vendor failures during which QuPeople will be unable to provide this Site to you. QuPeople cannot predict or control when such "downtime" may occur and cannot control the duration of such "downtime".

QuPeople uses this Site to provide the access, computer services and connections that link QuPeople to the Internet and other network systems. QuPeople has authority or control only over the operation of this Site. Nevertheless, you understand and agree that the Internet is inherently unreliable and subject to breaches of security. Therefore, QuPeople cannot be responsible for the integrity of any information, file or other posting available on or sent to this Site.

QuPeople has no authority or control over the content, operation or performance of any portion of the Internet including other websites to which this Site may be linked or from which this Site may be accessed. A link to a website not owned or operated by QuPeople does not mean that QuPeople endorses or accepts responsibility for the content or use of such Site and such link is being provided to you merely as a convenience. Reference to any product, process, publication, service or offering of any third party by trade name, trademark, manufacturer or otherwise does not necessarily constitute or imply its endorsement or recommendation by QuPeople. The views and opinions of employers, candidates and other users of this Site do not necessarily state or reflect those of QuPeople.

Limitation of Liability

IN NO EVENT WILL QUPEOPLE BE LIABLE FOR DAMAGES OF ANY KIND INCLUDING WITHOUT LIMITATION ANY SPECIAL, INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES, EVEN IF QUPEOPLE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES, SO SOME OR ALL OF THE ABOVE EXCLUSION MAY NOT APPLY TO YOU. IF THE LIMITATIONS SET FORTH IN THE PRECEDING PARAGRAPH ARE HELD INAPPLICABLE OR UNENFORCEABLE FOR ANY REASON, THEN QUPEOPLE'S MAXIMUM LIABILITY TO YOU FOR ANY TYPE OF DAMAGES SHALL BE LIMITED TO U.S. $27.03.

Proprietary Information (Trademarks and Service Marks)

Certain portions of this Site contain information that is considered confidential and proprietary. This information is not available to the general public. Any attempt to access this information will be prosecuted to the fullest extent possible under local, state, national and international law. Nothing contained herein shall be construed as conferring by implication, estoppel or otherwise any license or right under any patent, copyright, trademark or other intellectual property right of QuPeople or any third party, except as expressly granted herein.

QuPeople, through its subsidiaries, maintains a number of trademarks, trade names and service marks in the United States and certain other countries, including, but not limited to, QuPeople, The QuFactor, QuCompany, QuCompanies, the QuPeople logo, Recruitment Mastery and Frame by Frame Recruiting.

Forward- Looking Statements Disclaimer

The Private Securities Litigation Reform Act of 1995 provides a safe harbor for forward-looking statements made by or on behalf of QuPeople. This Site may from time to time contain "forward-looking" statements. These statements are based on certain assumptions and analysis made by QuPeople in light of its experience and its perception of historical trends, current conditions, expected future developments and other factors QuPeople believes are important under the circumstances. Such statements are subject to a number of risks and uncertainties. Among others, factors that could cause actual results to differ materially from QuPeople's beliefs or expectations are: industry trends and trends in the general economy, competitive factors in the markets in which QuPeople operates, changes in regulatory requirements which are applicable to QuPeople's business, acquisitions and additional factors. The Company's performance may differ materially from any projections contained in this Site.

General

QuPeople makes no claims that the Materials may be lawfully viewed or downloaded outside of the United States. Access to the Materials may not be legal by certain persons or in certain countries. If you access the Site from outside of the United States, you do so at your own risk and are responsible for compliance with the laws of your jurisdiction. These Terms and Conditions are governed by the internal substantive laws of the State of California, without respect to its conflict of laws principles. Jurisdiction for any claims arising under your use of this Site shall lie exclusively with the state or federal courts within Los Angeles, California. If any provision of these Terms and Conditions are found to be invalid by any court having competent jurisdiction, the invalidity of such provision shall not affect the validity of the remaining provisions of these Terms and Conditions, which shall remain in full force and effect. No waiver of any term of these Terms and Conditions shall be deemed a further or continuing waiver of such term or any other term. No changes to these Terms and Conditions shall be made except by a revised posting on this page.