This Jobster Affiliate Program (the "Agreement") contains all of the terms and conditions that apply to participation in the Jobster Affiliate Program (the "Program"). As used in this Agreement, "we", "us", "our" or "Jobster" means Jobster, Inc., a Delaware corporation, and "you" means you, the entity or individual that you indicate in your Program Application (as defined below). "Jobster Site" means the website with the home page www.jobster.com, and "site" means any website on the World Wide Web. "Your site" means any site that you own or control. "Permitted Sites" means your site and any third party sites that you identify in your Program Application (or that you later notify us of in writing and for which we notify you of our acceptance).

1. Application. To participate in the Program, you must first submit a complete application (your "Program Application") via the Jobster Site. We reserve the right, in our sole determination, to accept or reject your Program Application.

2. Delivery of Job Links by Jobster. If we accept your Program Application, we will make available to you information regarding certain job advertisements posted on the Jobster Site ("Jobs") to which you may maintain hyperlinks in accordance with Section 3 of this Agreement. For each Job, we will provide you with a job title and a corresponding apply-to URL, and other descriptive information (collectively, a "Job Link"). We will make Job Links available to you via XML or other manner we determine, and we may cease providing Job Links to you and/or terminate this Agreement at any time, for any reason, in our sole discretion.

3. Referral Links. If we notify you that you and your Permitted Sites have been accepted into the Program and we provide you with Job Links, then, subject to your compliance with this Agreement, we grant you a non-exclusive, worldwide license during the term of this Agreement to maintain hyperlinks from your site, and to maintain or sublicense to Permitted Sites the right to maintain hyperlinks from Permitted Sites, in each case only to the Jobster Site and only in accordance with all of the following requirements ("Referral Links"):

1. Referral Links may not be placed in (1) third party newsgroups, message boards, blogs, unsolicited email or other types of spam, link farms, counters, chatrooms, or guestbooks, or (2) on any sites that promote sexually explicit materials, violence, discrimination (based on race, sex, religion, nationality, disability, sexual orientation or age), or illegal activities.
2. Each Referral Link must link directly to the apply-to URL associated with the corresponding Job.
3. Each Referral Link must include the properly formatted affiliate tracking ID that we provide as part of each apply-to URL in the applicable Job Link in order to qualify for a Referral Fee under Section 4.
4. When you display any Job title, descriptive text, or other content or data that we provide as part of a Job Link, such content and data must be displayed in its unaltered form and only in connection with the applicable Job.
5. Referral Links must not mischaracterize any Job or disparage the applicable employer.

4. Referral Fees.

1. Earning Referral Fees. You will earn a referral fee (a "Referral Fee") in accordance with Sections 4(b) and 4(c) whenever: (1) a job seeker follows a Referral Link to the corresponding apply-to URL and, applies to any commissionable Job within 24 hours of initial click-through and during a single browser session at the Jobster Site (an "Applicant Referral"); or (2) a job seeker clicks on any commissionable Job that is redirected through the Jobster Site to an employer website or employer Applicant Tracking System (ATS) (a "Traffic Referral"). A "commissionable Job" is a Job for which Jobster actually receives payment from the applicable employer for listing such Job on the Jobster Site or for an application to such Job.
2. Calculation of Referral Fees.
   
    
   1. Applicant Referrals: for each Applicant Referral, the Referral Fee will be $2.00. For avoidance of doubt, if an individual job seeker submits more than one Applicant Referral for the same Job, you will earn a Referral Fee only for the initial Applicant Referral.
   2. Traffic Referrals: for each Traffic Referral, the Referral Fee will be $0.15.
3. Payment of Referral Fees. We will pay Referral Fees to you on a net 30 day basis from the end of the calendar quarter during which they are earned. We will pay Referral Fees by check mailed to the mailing address you provide with your Program Application. We will accrue and withhold referral fees until the total amount due is at least $100; if the amount we owe you at the end of any calendar quarter is less than $100, the balance will carry over to subsequent calendar quarters. The calculation of Referral Fees will be made by us in our sole discretion.
4. Restrictions; Fraud.
   
    
   1. Technical Restrictions. We will not pay Referral Fees on Referral Links without the correctly formatted affiliate tracking ID in the apply-to URL. We will not pay Referral Fees for inquiries or registrations made by a job seeker after he or she has re-entered the Jobster Site (other than through a Referral Link) directly in a separate session or visit, as determined by us, even if the job seeker previously followed a Referral Link to the Jobster Site.
   2. Legitimate Transactions Only. You will earn Referral Fees only for bona fide Applicant Referrals, Traffic Referrals and Registration Referrals made by legitimate job seekers. You agree not to make any inquiries yourself about featured jobs on the Jobster Site that you access through Referral Links or to create new registered accounts after following a Referral Link to the Jobster Site, and we will not pay Referral Fees for any inquiries or registrations made by you. In addition, we may (without limiting any other rights or remedies available to us) withhold any Referral Fees otherwise payable to you under this Agreement and/or terminate this Agreement if we determine, in our sole discretion, that you have engaged in any fraudulent or deceitful behavior in connection with earning Referral Fees, including without limitation the following acts: (1) directly or indirectly offering any person or entity any consideration or incentive to access the Jobster Site via Referral Links from Permitted Sites; (2) reading, intercepting, or filling in the contents of any electronic form or materials submitted to us by any third party; (3) modifying, redirecting, suppressing, or substituting the operation of any button, link, or feature of the Jobster Site; (4) engaging in any activity on the Jobster Site on behalf of any third party; (5) other than maintaining Referral Links on Permitted Sites in accordance with this Agreement, posting or serving any advertisements or promotional content promoting the Jobster Site or otherwise around or in conjunction with the display of the Jobster Site (e.g., "framing" or pop-up or pop-under windows); (6) attempting to intercept or re-direct (including, without limitation, via user-installed software) traffic from or on, or divert Referral Fees from, any other site that participates in the Program.

5. Use of Job Links. You expressly agree not to use content or data included with Job Links for any purpose other than creating and maintaining Referral Links to the corresponding apply-to URL. You will not sell, rent, trade, or otherwise distribute any content or data of any Job Links to any third party, nor use any Job Link data to directly contact any job seeker or employer.

6. Customer Relationships; Pricing. Any job seekers or employers who seek or post jobs on the Jobster Site will be deemed to be our customers. All of our contracts, guidelines, policies and procedures concerning job seekers and employers will apply to them in connection with their activity on or through the Jobster Site, including activities initiated via Referral Links. We may change any such policies or agreements at any time. For example, we are solely responsible to determine the price we charge third party employers for inquiries they receive from job seekers, whether through Referral Links or otherwise, and we may change such prices at any time.

7. Identifying Yourself as a Program Participant. You may not issue any press release or public communication with respect to this Agreement without first obtaining our prior written approval. In addition, you may not misrepresent or embellish the relationship between you and Jobster. You may use the Jobster name in connection with Referral Links only with our prior written approval, and only in accordance with any trademark usage guidelines that we provide to you.

8. Responsibility for Your Site and Permitted Sites. You are solely responsible for the maintenance of your site and the content that appears on your site. You are responsible for ensuring the compliance of third party Permitted Sites with the terms of this Agreement, and any act by a third party Permitted Site in breach of this Agreement will be deemed a breach by you as if you had committed it yourself. You agree that, as between you and us, you are responsible for ensuring that content or materials on your site and other Permitted Sites do not infringe the intellectual property or other rights of third parties, and that each Permitted Site complies with all applicable laws, including adequate disclosure of your privacy policy and practices. You represent and warrant that you have secured all rights, clearances and permissions necessary to place Referral Links on third party Permitted Sites that you identify in your Program Application. You are solely responsible for ensuring that Referral Links, including content of Referral Links provided by Jobster, comply with any applicable policies, guidelines, or user agreements of any such Permitted Sites. You agree to indemnify and hold us harmless against any claims, damages, expenses (including attorneys’ fees) relating to the operation or content of your site or the placement of Referral Links on any third party Permitted Site.

9. Representations and Warranties. You represent and warrant that you will (1) comply with all applicable laws, ordinances, rules, regulations, and other governmental or regulatory requirements, and not violate the intellectual property or other rights of any third party; (2) ensure that your site and third party Permitted Sites do not promote sexually explicit materials, violence, illegal activities, or discrimination based on race, sex, religion, nationality, disability, sexual orientation or age; and (3) not seek to purchase or register any domain names, URLs, keywords, search terms or other identifiers that include the word "Jobster" or variations thereof, for use on sites or in any search engine, portal, sponsored advertising service or other search or referral service. If you are an individual submitting a Program Application and entering into this Agreement on behalf of an entity, you further represent and warrant that you have the authority to act and enter into contracts on behalf of that entity.

10. Term and Termination of this Agreement. The term of this Agreement will begin upon our acceptance of your Program Application and will end when terminated by either party. Either you or we may terminate this Agreement at any time, with or without cause, by giving the other party written notice of termination (including via email to you at the email address you enter in your Program Application). Upon the termination of this Agreement for any reason, you will immediately cease use of, and remove from Permitted Sites: (1) all Referral Links and any other links to the Jobster Site, and (2) any of our trademarks, trade dress, and logos, and all other materials that we may provide to you in connection with the Program. Unless we terminate the Agreement for your breach, Referral Fees earned but unpaid as of termination will remain payable. We may withhold your final payment for a reasonable time to ensure that the correct amount is paid. Sections 5-18 will survive any termination of this Agreement.

11. Modifications to this Agreement. We may modify any of the terms and conditions contained in this Agreement, at any time and in our sole discretion, by posting a change notice or a new agreement on the Jobster Site. Modifications may include, for example, changes in the scope of available Referral Fees, Referral Fee amounts, payment procedures. IF ANY MODIFICATION IS UNACCEPTABLE TO YOU, YOUR ONLY RECOURSE IS TO TERMINATE THIS AGREEMENT. YOUR CONTINUED PARTICIPATION IN THE PROGRAM FOLLOWING OUR POSTING OF A CHANGE NOTICE OR NEW AGREEMENT ON THE JOBSTER SITE WILL CONSTITUTE BINDING ACCEPTANCE OF THE CHANGE.

12. Indemnity. You agree to indemnify and hold harmless Jobster from and against any and all claims, demands, losses, liabilities, damages, costs and expenses arising out of (1) any breach of this Agreement by you or a Permitted Site, or (2) any claim brought by a Permitted Site that relates to your participation in the Program.

13. Confidentiality. You acknowledge that you may receive certain confidential and proprietary information of Jobster during the term of this Agreement, including without limitation (a) any Jobster code, software or technology; (b) any click-through rates or other performance statistics relating to the Program that we may elect to provide to you; (c) any non-public specifications, materials, guidelines or documentation about the Program or relating to Jobster customers, web sites, product plans, designs, marketing or business plans; and (d) any other information that we designate in writing as "Confidential” (collectively, "Jobster Confidential Information"). You agree not to disclose any Jobster Confidential Information to any third party without Jobster’s prior written consent, and to use Jobster Confidential Information only as necessary to participate in the Program in compliance with this Agreement. You will be responsible for any breach of this Section by any of your employees or contractors.

14. Independent Contractors; No Third Party Beneficiaries. You and we are independent contractors. Nothing in this Agreement creates any partnership, joint venture, agency, franchise, sales representative, or employment relationship between the parties. You have no authority to make or accept any offers or representations on our behalf. No third party beneficiary relationship is created by this Agreement.

15. Limitation of Liability. YOU EXPRESSLY UNDERSTAND AND AGREE THAT JOBSTER WILL NOT BE LIABLE TO YOU OR ANY THIRD PARTY IN CONNECTION WITH THIS AGREEMENT FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES, INCLUDING BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS, GOODWILL, DATA OR OTHER INTANGIBLE LOSSES (EVEN IF JOBSTER HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), RESULTING FROM: (i) THE USE OR THE INABILITY TO USE THE JOB LINKS OR THE JOBSTER SITE; (ii) STATEMENTS OR CONDUCT OF ANY THIRD PARTY ON THE JOBSTER SITE; OR (iii) ANY OTHER MATTER RELATING TO THE JOBSTER SITE, THE JOB LINKS, OR THIS AGREEMENT. FURTHER, OUR AGGREGATE LIABILITY TO YOU ARISING UNDER THIS AGREEMENT WILL NOT EXCEED THE AMOUNT OF REFERRAL FEES PAID OR PAYABLE TO YOU UNDER THIS AGREEMENT.

16. Disclaimers. THE PROGRAM, JOB LINKS AND JOBSTER SITE ARE PROVIDED ON AN "AS IS" BASIS, AND JOBSTER RESERVES THE RIGHT WITHOUT PRIOR NOTICE TO DISCONTINUE OR CHANGE ANY OF THEM. WITH RESPECT TO THE PROGRAM, JOBSTER SITE AND JOB LINKS, JOBSTER DOES NOT MAKE, AND EXPRESSLY DISCLAIMS, ANY AND ALL EXPRESS AND/OR IMPLIED WARRANTIES, INCLUDING, BUT NOT LIMITED TO, WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NONINFRINGEMENT, TITLE, AND THE RESULTS TO BE OBTAINED FROM USE, AS WELL AS ANY WARRANTIES ARISING FROM A COURSE OF DEALING, USAGE, OR TRADE PRACTICE. JOBSTER DOES NOT WARRANT THAT USE OF THE JOBSTER SITE OR JOB LINKS WILL BE UNINTERUPTED, ERROR-FREE, OR COMPLETELY SECURE, THAT THE JOBSTER SITE WILL BE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS, THAT THE JOBSTER LINKS WILL FUNCTION PROPERLY, OR THAT DEFECTS WILL BE CORRECTED EVEN IF JOBSTER IS AWARE OF THEM.

17. Non-Exclusive Agreement. This is a non-exclusive agreement. You understand that we may at any time solicit customer referrals on terms that may differ from those contained in this Agreement with you, and that we may enter into arrangements with companies that operate sites that compete with or are similar to Permitted Sites.

18. Miscellaneous. You authorize us to identify you and all of your Permitted Sites as participants in the Program, and you represent and warrant that you have the right to make this authorization on behalf of your Permitted Sites. This Agreement shall be governed by the laws of the United States and of the State of Washington, without reference to its conflicts of law principles. Any dispute arising from or related to this Agreement shall be resolved exclusively in the state and federal courts located in King County, Washington, and you agree to submit to the exclusive jurisdiction of and venue in such courts. Jobster makes no representation that materials on the Jobster Site are appropriate or available for use in locations outside the United States. You may not assign this Agreement, by operation of law or otherwise, without our prior written consent. Subject to that restriction, this Agreement will be binding on, inure to the benefit of, and be enforceable against the parties and their respective successors and assigns. Our failure to enforce your strict performance of any provision of this Agreement will not constitute a waiver of our right to subsequently enforce such provision or any other provision of this Agreement.