1. Acceptance of Terms. This Terms of Service Agreement describes the terms and conditions applicable to your use of the Repcheck services (the "Services"). BY CLICKING ON THE "I AGREE" BUTTON BELOW, YOU AGREE TO BE LEGALLY BOUND BY AND TO ABIDE BY THESE TERMS AND CONDITIONS. If you do not agree to these terms and conditions, you may not use Repcheck. All rules, guidelines and policies listed elsewhere on Repcheck are also incorporated into the terms of this Agreement. Repcheck reserves the right, in its sole discretion, to modify, alter or otherwise update this Agreement at any time. Any revisions, modifications or amendments to these Terms of Service will be binding on you upon your use of Repcheck after such revisions, modifications or amendments are made. You will be advised of any such revisions by email sent to the email address that you provide to Repcheck during the registration process. Notice shall be deemed given 24 hours after such e-mail is sent.

2. Eligibility and Registration. You must register to become a member of Repcheck. Only registered members are allowed access to the Repcheck services. Our services are available only to U.S. residents who can form legally binding contracts under applicable law. Without limiting the foregoing, OUR SERVICES ARE NOT AVAILABLE TO MINORS OR NON-U.S. RESIDENTS. IF YOU ARE A MINOR (UNDER THE AGE OF 18) OR IF YOU ARE A NON-U.S. RESIDENT, YOU ARE NOT ELIGIBLE TO USE REPCHECK.

3. Copyright. All content included on Repcheck, such as text, graphics, logos, icons, images, audio, video, HTML and software (collectively, "Content") is the property of Repcheck or its content suppliers and is protected by copyrights or other proprietary rights. All Content is copyrighted by Repcheck as a collective work under the U.S. and international copyright laws, conventions, and treaties. You may not modify, publish, transmit, sell, display or in any way commercially exploit any of the Content, in whole or in part, without the prior written consent of Repcheck. If no specific restrictions are displayed, you may make copies of select portions of the Content if (i) the copies are made only for your personal, noncommercial use; (ii) you do not modify the materials in any way; and (iii) you do not delete or change any notices contained in the Content, such as copyright, trademark or other proprietary rights notices. Except for such personal copies, you may not copy, download, list or distribute Content without obtaining the prior written permission of the owner of the copyright or other proprietary right.

4. Trademarks. "Repcheck" and "Repcheck.com" as well as the Repcheck logos and other related marks which may appear on Repcheck, are the registered trademarks, trade names, or service marks of Repcheck (collectively, "Trademarks"). You may not use, copy, modify or distribute the Trademarks. Nothing contained on Repcheck should be viewed as giving you any license or right to use any Trademark without Repcheck's express written permission.

5. Third Party Content. Repcheck is a distributor and not a publisher of Content supplied to Repcheck by you, other users, or third parties. The postings you view on Repcheck are provided by third parties and include the opinions of the individuals who submit the postings to Repcheck. Repcheck does not manually screen any content submitted to it prior to posting and does not know the content of the Content before it is posted. Repcheck deals with every Content provider on equal footing and does not discriminate against any Content provider on any basis unless they have violated Repcheck policies. Any opinions, advice, statements, services, offers, or other information that is part of the Content on Repcheck that is expressed or made available by third parties are those of the respective authors or distributors and not of Repcheck. REPCHECK ASSUMES NO RESPONSIBILITY AND MAKES NO REPRESENTATIONS, WARRANTIES, RECOMMENDATIONS, ENDORSEMENTS OR APPROVALS WITH REGARD TO SUCH THIRD PARTY INFORMATION. It is your responsibility to evaluate the information, opinions, advice or other Content available through Repcheck, whether listed or provided by third parties or by Repcheck. We do not control the information provided by other users which is made available through our system. You may find other users' information to be offensive, harmful, inaccurate, or deceptive. Please use caution and common sense when using Repcheck.
Repcheck may conduct, but is not responsible for, screening, policing, or monitoring such third party Content. If notified of allegedly infringing, defamatory, damaging, illegal or offensive conduct, Repcheck may investigate the allegation and determine, in its sole discretion, whether to remove or request the removal of such Content from Repcheck. Repcheck may also block access to Repcheck to users who have submitted such offensive materials. However, Repcheck cannot ensure prompt screening, policing, or removal of questionable content after online posting. ACCORDINGLY, REPCHECK SHALL ASSUME NO LIABILITY FOR THIRD PARTY CONDUCT, COMMUNICATION OR CONTENT ON REPCHECK.

6. Release. In the event that you dispute the accuracy or truthfulness of any information posted on the site about you, you may submit a complaint according to our User Bill of Rights/Dispute Policy. You hereby acknowledge that any opinions, advice, statements, services, offers, or other information that is part of the Content on Repcheck that is expressed or made available by third parties are those of the respective authors or distributors and not of Repcheck, and hereby release Repcheck (and our officers, directors, agents, subsidiaries and employees) from claims, demands and damages (actual and consequential) of every kind and nature, known and unknown, suspected and unsuspected, disclosed and undisclosed, arising out of or in any way connected with such Content. If you are a California resident, you waive California Civil Code §1542, which says: "A general release does not extend to claims which the creditor does not know or suspect to exist in his favor at the time of executing the release, which if known by him must have materially affected his settlement with the debtor." If you are a resident of another state, you waive all similar provisions.

7. Your Information.
"Your Information" is defined as any information you provide to Repcheck or post on the Repcheck website. You are solely responsible for Your Information, and we act as a passive conduit for your online distribution and publication of Your Information. With respect to Your Information:

7.1 You hereby represent and warrant that:

7.1.1 Your Information (or any items listed therein) will contain information about other persons based only on your personal transactions, experiences or interaction with such persons;

7.1.2 Your Information (or any items listed therein): (a) shall not be false, inaccurate or misleading; (b) shall not be fraudulent or involve the sale of counterfeit or stolen items; (c) shall not infringe any third party's copyright, patent, trademark, trade secret or other proprietary rights or any other third party rights including rights of publicity or privacy; (d) shall not violate any law, statute, ordinance or regulation (including without limitation those governing export control, consumer protection, unfair competition, antidiscrimination or false advertising); (e) shall not be defamatory, trade libelous, unlawfully threatening or unlawfully harassing; (f) shall not be obscene or contain child pornography; (g) shall not contain any viruses, Trojan horses, worms, time bombs, cancelbots or other computer programming routines that are intended to damage, detrimentally interfere with, surreptitiously intercept or expropriate any system, data or personal information; (h) shall not create liability for us or cause us to lose (in whole or in part) the services of our Internet Service Providers or other suppliers; (i) shall not link directly or indirectly to or include postings that are prohibited under this Agreement or that you do not have a right to link to or include; and (j) shall not be posted with the intent to interfere with any existing contracts or the prospective economic advantage of any party; (k) does not contain any private information about any person (including, without limitation, medical information, social security numbers, drivers license numbers or contact information), or any information on any bankruptcy, suits, judgments, tax liens, arrest records, indictments, or convictions of crimes.

7.2 Solely to enable Repcheck to use Your Information and so that we are not violating any rights you might have in that information, you hereby grant us a non-exclusive, worldwide, perpetual, irrevocable, royalty-free, sublicensable (through multiple tiers) right to use, copy, distribute, transmit, publicly display, archive and sublicense any content you submit to Repcheck, in any media now known or not currently known.

7.3 When submitting Your Information to Repcheck, you must also provide Repcheck with certain additional information about yourself, including your name and e-mail address, and certify that such information is accurate and truthful. Your name and e-mail address constitute your Profile which will be made available to all Repcheck visitors unless you elect to post information anonymously.

7.4 Without limiting other remedies, Repcheck reserves the right to refuse or remove any posting for any reason with or without cause. Repcheck may, in its sole discretion, immediately issue a warning, temporarily suspend, indefinitely suspend or terminate your membership and refuse to list Your Information or provide the Services to you.

8. Restrictions on Use. You agree to not use Repcheck to:

(a) upload, post, email or otherwise transmit any Content that is unlawful, harmful, threatening, abusive, harassing, tortious, defamatory, vulgar, obscene, libelous, invasive of another's privacy, hateful, or racially, ethnically or otherwise objectionable;

(b) harm minors in any way;

(c) impersonate any person or entity, including, but not limited to, a Repcheck official, forum leader, guide or host, or falsely state or otherwise misrepresent your affiliation with a person or entity;

(d) forge headers or otherwise manipulate identifiers in order to disguise the origin of any Content transmitted through the Service;

(e) upload, post, email or otherwise transmit any Content that you do not have a right to transmit under any law or under contractual or fiduciary relationships (such as inside information, proprietary and confidential information learned or disclosed as part of employment relationships or under nondisclosure agreements);

(f) upload, post, email or otherwise transmit any Content that infringes any patent, trademark, trade secret, copyright or other proprietary rights ("Rights") of any party;

(g) upload, post, email or otherwise transmit any unsolicited or unauthorized advertising, promotional materials, "junk mail," "spam," "chain letters," "pyramid schemes," links to your website or any other form of solicitation;

(h) upload, post, email or otherwise transmit any material that contains software viruses or any other computer code, files or programs designed to interrupt, destroy or limit the functionality of any computer software or hardware or telecommunications equipment;

(i) interfere with or disrupt the Service or servers or networks connected to the Service, or disobey any requirements, procedures, policies or regulations of networks connected to the Service;

(j) intentionally or unintentionally violate any applicable local, state, national or international law, including, but not limited to, regulations promulgated by the U.S. Securities and Exchange Commission, any rules of any national or other securities exchange, including, without limitation, the New York Stock Exchange, the American Stock Exchange or the NASDAQ, and any regulations having the force of law;

(k) "stalk" or otherwise harass another in violation of applicable law;

(l) collect or store personal data about other Members;

(m) upload, post, email or otherwise transmit any medical or legal advice.

9. Warranty.
We do not guarantee continuous, uninterrupted or secure access to our services, and operation of our site may be interfered with by numerous factors outside of our control. YOU EXPRESSLY UNDERSTAND AND AGREE THAT WE AND OUR SUPPLIERS PROVIDE OUR WEB SITE AND SERVICES ON AN "AS IS" "AS AVAILABLE" BASIS. REPCHECK MAKES NO REPRESENTATIONS OF ANY KIND, EXPRESS OR IMPLIED, AS TO THE OPERATION OR RELIABILITY OF THE SITE, THE ACCURACY OR COMPLETENESS OF ANY INFORMATION ON THE SITE, OR THE AVAILABILITY, QUALITY, OR SAFETY OF ANY INFORMATION ON THE SITE. TO THE FULLEST EXTENT PERMISSIBLE BY APPLICABLE LAW, REPCHECK DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, IMPLIED WARRANTIES OF TITLE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. FURTHER, REPCHECK DOES NOT WARRANT THAT THIS SITE OR ITS CONTENT IS FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. Some states do not allow the disclaimer of implied warranties, so the foregoing disclaimer may not apply to you. This warranty gives you specific legal rights and you may also have other legal rights which vary from state to state.

10. Liability Limit.
IN NO EVENT SHALL REPCHECK OR ITS SUPPLIERS BE LIABLE FOR ANY LOSSES, COSTS, OR EXPENSES OF ANY KIND ARISING FROM THE USE OF THIS SITE, INCLUDING DIRECT, INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE AND CONSEQUENTIAL DAMAGES, EVEN IF REPCHECK HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. FURTHER, REPCHECK'S LIABILITY TO YOU FOR ALL DAMAGES, LOSSES, COSTS OR EXPENSES OF ANY KIND SHALL BE LIMITED TO $100. Some states do not allow the limitation or exclusion of liability for incidental or consequential damages, so the above limitation or exclusion may not apply to you.

11. Indemnity.
You agree to indemnify and hold Repcheck and our subsidiaries, affiliates, officers, directors, agents and employees harmless from any claim or demand, including reasonable attorneys' fees, made by any third party due to or arising out of Your Information, your breach of this Agreement or the documents it incorporates by reference, or your violation of any law or the rights of a third party.

12. Access and Interference.
You agree that you will not use any device, software, or routine to interfere or attempt to interfere with the proper working of the Repcheck site. You agree that you will not take any action that imposes an unreasonable or disproportionately large load on our infrastructure. Much of the information on Repcheck is updated on a real time basis and is proprietary or is licensed to Repcheck by our Members, visitors or third parties. You agree that you will not copy, reproduce, alter, modify, create derivative works, or publicly display any content (except for Your Information) from Repcheck without the prior expressed written permission of Repcheck or the appropriate third party. You agree that you will not use any robot, spider, other automatic device, or manual process to monitor or copy our web pages or the content contained herein without our prior expressed written permission. You agree that you will not link to any page, section or function of the Repcheck site, except for its home page, or frame any page of the Repcheck site. Repcheck reserves the right to revoke your license to link to the home page of the Repcheck site.

13. Privacy.
Our current Privacy Policy may be accessed from our home page or the foregoing link, and is herein incorporated by reference. We may change our Privacy Policy from time to time and our changes are effective after we provide you with at least thirty (30) days' notice of the changes by listing the changes on the announcements Section of our web site and sending email to Members who select such notification.

14. No Agency.
You and Repcheck are independent contractors, and no agency, partnership, joint venture, employee-employer or franchiser-franchisee relationship is intended or created by this Agreement.

15. Notices.
Except as explicitly stated otherwise, any notices shall be given by email to _____________ [email address](in the case of Repcheck) or to the email address you provide to Repcheck during the registration process (in your case). Notice shall be deemed given 24 hours after email is sent, unless the sending party is notified that the email address is invalid. Alternatively, we may give you notice by certified mail, postage prepaid and return receipt requested, to the address provided to Repcheck during the registration process. In such case, notice shall be deemed given three days after the date of mailing.

16. Arbitration.
Any controversy or claim arising out of or relating to this Agreement or our services shall be settled 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 Los Angeles, California, and judgment on the arbitration award may be entered into any court having jurisdiction thereof. Either you or Repcheck may seek any interim or preliminary relief from a court of competent jurisdiction in Los Angeles, California necessary to protect the rights or property of you or Repcheck pending the completion of arbitration.

17. Jurisdiction and Export. The Repcheck website is controlled and operated by Repcheck in the State of California U.S.A. As such, the laws of the State of California will govern these terms and conditions, without giving effect to any principles of conflicts of laws. Repcheck makes no representation that this website or the Content is appropriate, legal, or available for use in other locations. You are in the best position to know whether your use of this website is prohibited or restricted by local laws. Accordingly, if you choose to access Repcheck or use any of its services, you do so on your own initiative and are responsible for compliance with all local laws.
Content may be subject to United States export control laws, which prohibits exporting certain technical data and software to certain territories. No Content may be downloaded or otherwise 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 U.S. Treasury Department's list of Specially Designated Nationals or the U.S. Commerce Department's Table of Deny Orders. By downloading Content or using this website, you represent that you are not located in, or under the control of, a national or resident of any such country or on any such list.

18. Choice of Law; Consent to Jurisdiction; General
This Agreement shall be governed in all respects by the laws of the State of California as such laws are applied to agreements entered into and to be performed entirely within California between California residents. Subject to Section 16, for purposes of any arbitral or judicial proceedings or the enforcement of any award or order issued by any judicial or arbitral tribunal pursuant to this Agreement, each party agrees to nonexclusive personal jurisdiction and venue in the United States District Court for the Central District of California (and any California state court within that District). Headings are for reference purposes only and in no way define, limit, construe or describe the scope or extent of such section. Our failure to act with respect to a breach by you or others does not waive our right to act with respect to subsequent or similar breaches.

19. Severability and Change in Terms and Conditions
If any provision of these terms and conditions shall be unlawful, void or for any reason unenforceable, then that provision shall be deemed severable from these terms and conditions and shall not affect the validity and enforceability of any remaining terms and conditions. These terms and conditions are the entire agreement between Repcheck and you relating to your use of this web site and its Content. Repcheck reserves the right to, and may at any time, revise any of the terms and conditions on this web site. Any such revisions shall be binding upon you, and Repcheck recommends that you revisit this web page from time to time to review the current terms and conditions.

20. Contact Information
Repcheck is owned and operated by:

Repcheck Inc
webmaster@repcheck.com

Notices of copyright infringement under the Digital Millenium Copyright Act must be sent to:

Copyright
Repcheck Inc
copyright@repcheck.com

Provisions that should be displayed every time a user submits information for posting:

• You are solely responsible for any information you provide to Repcheck or post on the Repcheck website ("Your Information"). We act only as a passive conduit for your online distribution and publication of Your Information.
  
• You hereby represent and warrant that:

(1) You have read, understood, and agree to the Terms of Service of Repcheck and Your Information and the posting of Your Information on the Repcheck site complies with all provisions of the Terms and Conditions.

(2) Your Information (or any items listed therein) will contain information about other persons based only on your personal transactions, experiences or interaction with such persons;

(3) Your Information (or any items listed therein): (a) shall not be false, inaccurate or misleading; (b) shall not be fraudulent or involve the sale of counterfeit or stolen items; (c) shall not infringe any third party's copyright, patent, trademark, trade secret or other proprietary rights or any other third party rights including rights of publicity or privacy; (d) shall not violate any law, statute, ordinance or regulation (including without limitation those governing export control, consumer protection, unfair competition, antidiscrimination or false advertising); (e) shall not be defamatory, trade libelous, unlawfully threatening or unlawfully harassing; (f) shall not be obscene or contain child pornography; (g) shall not contain any viruses, Trojan horses, worms, time bombs, cancelbots or other computer programming routines that are intended to damage, detrimentally interfere with, surreptitiously intercept or expropriate any system, data or personal information; (h) shall not create liability for us or cause us to lose (in whole or in part) the services of our Internet Service Providers or other suppliers; (i) shall not link directly or indirectly to or include postings that are prohibited under this Agreement or that you do not have a right to link to or include; and (j) shall not be posted with the intent to interfere with any existing contracts or the prospective economic advantage of any party; (k) does not contain private information about any person (including, without limitation, medical information, social security numbers, drivers license numbers or contact information), any information on a bankruptcy more than ten years old, any information about suits, judgments, paid tax liens, records of arrest, indictment, or conviction of crimes more than seven years old, or any other adverse item of information which is more than seven years old.

• You understand that any information you submit to Repcheck will be posted on the Repcheck site. Solely to enable Repcheck to use Your Information and so that we are not violating any rights you might have in that information, you hereby grant us a non-exclusive, worldwide, perpetual, irrevocable, royalty-free, sublicensable (through multiple tiers) right to use, copy, distribute, transmit, publicly display, archive and sublicense any content you submit to Repcheck, in any media now known or not currently known.
• You understand and agree that your name and e-mail address may be publicly displayed in connection with your posting unless you elect to post information anonymously.
• You agree to indemnify and hold Repcheck and our subsidiaries, affiliates, officers, directors, agents and employees harmless from any claim or demand, including reasonable attorneys' fees, made by any third party due to or arising out of Your Information, your breach of this Agreement or the documents it incorporates by reference, or your violation of any law or the rights of a third party.
  

Provisions that should be displayed every time a viewer views a posting:

• Repcheck is a distributor and not a publisher of Content supplied to Repcheck by you, other users, or third parties. The postings you view on Repcheck are provided by third parties and include the opinions of the individuals who submit the postings to Repcheck. Repcheck does not manually screen any content submitted to it prior to posting and does not know the content of the Content before it is posted. Repcheck deals with every Content provider on equal footing and does not discriminate against any Content provider on any basis unless they have violated Repcheck policies. Any opinions, advice, statements, services, offers, or other information that is part of the Content on Repcheck that is expressed or made available by third parties are those of the respective authors or distributors and not of Repcheck. REPCHECK ASSUMES NO RESPONSIBILITY AND MAKES NO REPRESENTATIONS, WARRANTIES, RECOMMENDATIONS, ENDORSEMENTS OR APPROVALS WITH REGARD TO SUCH THIRD PARTY INFORMATION. The information posted on this site contains the opinions of the individuals who submit the information to Repcheck. It is your responsibility to evaluate the information, opinions, advice or other Content available through Repcheck, whether listed or provided by third parties or by Repcheck. We do not control the information provided by other users which is made available through our system. You may find other users' information to be offensive, harmful, inaccurate, or deceptive. Please use caution and common sense when using Repcheck.
• Repcheck may conduct, but is not responsible for, screening, policing, or monitoring such third party Content. If notified of allegedly infringing, defamatory, damaging, illegal or offensive conduct, Repcheck may investigate the allegation and determine, in its sole discretion, whether to remove or request the removal of such Content from Repcheck. Repcheck may also block access to Repcheck to users who have submitted such offensive materials. However, Repcheck cannot ensure prompt screening, policing, or removal of questionable content after online posting. Accordingly, Repcheck shall assume no liability for third party conduct, communication or Content on Repcheck.
• In the event that you dispute the accuracy or truthfulness of any information posted on the site about you, you may submit a complaint according to our User Bill of Rights/Dispute Policy. You hereby acknowledge that any opinions, advice, statements, services, offers, or other information that is part of the Content on Repcheck that is expressed or made available by third parties are those of the respective authors or distributors and not of Repcheck, and hereby release Repcheck (and our officers, directors, agents, subsidiaries and employees) from claims, demands and damages (actual and consequential) of every kind and nature, known and unknown, suspected and unsuspected, disclosed and undisclosed, arising out of or in any way connected with such Content. If you are a California resident, you waive California Civil Code §1542, which says: "A general release does not extend to claims which the creditor does not know or suspect to exist in his favor at the time of executing the release, which if known by him must have materially affected his settlement with the debtor." If you are a resident of another state, you waive all similar provisions.

  © Copyright 2000 Repcheck - All rights reserved.