TERMS AND CONDITIONS

1. AGREEMENT BETWEEN USER AND PSI SERVICES LLC:
PSI Services LLC (“PSI”) provides internet based services that enable employers to connect with potential employees using a number of platforms, including live virtual interviews and one-way (on demand) recorded interviews, subject to the terms of this User Agreement and other agreements which are described herein.

This is the agreement (“User Agreement” or “Agreement”) which states the terms of use (“Terms of Use”) for Services provided through or in connection with PSI. Your use of the PSIVirtualInterview.com web site and Services is conditioned on your acceptance without modification of the terms, conditions, provisions, and notices, contained in this User Agreement and all information which is incorporated into this User Agreement by reference, as well as the PSI Privacy Policy which is set forth herein (“Privacy Policy”).

2. ACCESSING OUR WEB SITE
If you are a Client or an Interviewer and access our web site, you expressly warrant that you have the full power and authority of the company that you represent to access our web site and to consent the terms of this User Agreement; that you have read and fully understand the terms of this User Agreement and the Terms of Use, including those expressly incorporated by reference; and consent to all of such terms and further agree to be bound by them. If you are a Candidate and access our web site, you expressly warrant that you have read and fully understand the terms of this User Agreement and the Terms of Use, including those expressly incorporated by reference and consent to all of such terms and further agree to be bound by them. Each client, interviewer, or candidate is legally responsible for insuring that all persons who access our web site through your internet connection are aware of the terms and provisions of this User Agreement and that they agree to and do comply with them.

3. PARTIES TO THIS CONTRACT
PSI sometimes is referred to as “we” or “us” or “our” in this User Agreement, except as is otherwise expressly stated in particular sections. “You” means and refers to a user of this web site including (i) a prospective employer who uses this web site, whether such use is paid for or free (a “Client”); (ii) an employee, agent, or representative of a Client or other user who accesses or reviews resumes, interviews, or other content posted on this web site or submitted to this web site by Candidates for any purpose, including employment (an “Interviewer”) or; (iii) a candidate for employment or other person who has been invited to use this web site or to post information on this web site, including, without limitation a resume or Your Communications Content (a “Candidate”).

4. PRICING AND PAYMENT FOR SERVICES
Pricing and payment terms and conditions for use of PSI and the Services are set forth in our Service Agreement which the Client signs. All contracts will automatically be renewed for an additional 1 year unless 60 days written notice is provided.

5. SERVICES OF PSI
The services offered to you at the Internet domain PSI, and its sub-domains (collectively the “Services”) include but are not limited to PSI Virtual Interview On DemandTM, PSI Virtual Interview LiveTM, and other applications we develop and which are accessed on our web site. Services are governed by this Agreement whether the particular service or use is free or paid. PSI may be linked to other web sites owned and controlled by PSI. You agree that your use of those other linked web sites owned and controlled by PSI will be bound by the terms and conditions of use and the privacy policy posted on such other web sites, if different from these Terms of Use.

6. REGISTRATION AND USER ID
You must register and obtain a PSI User Identification (“User ID”) and select a password to become a member (“Member”) and obtain Membership and to use the Services of PSI. When registering you must provide us with a valid user identity and a valid, functional email address for providing notices and communications to you concerning this Agreement and transactions with PSI and the Services. You are responsible for the accuracy and completeness of the information which you provide to PSI in your registration and your use of PSI and the Services. You agree that you shall provide a valid, lawful identity in your registration and that you shall not impersonate any other person. You agree that you will promptly correct any errors in your registration information and will promptly update your registration information when it changes. If you do not have authority to supply information which is required either for registration or for a particular use of PSI or the Services, then do not register or do not engage in the particular use of PSI or the Services for which you lack such authority.

7. MEMBERSHIP ACCOUNT; SECURITY; PASSWORD
It is your responsibility to preserve and protect the confidentiality of your User ID, your password, and your Membership account designation. You are entirely responsible for activities conducted under your Membership account. You agree that you shall (a) make certain that you fully exit from your account at the end of each of your sessions, and (b) immediately notify PSI in writing (which may be by email to [email protected] ) if there is any unauthorized use of your account or password or other security breach. PSI shall not be liable for any cost, loss, damage or liability which arises or is alleged to arise from your failure to comply with this section.

8. LINKS TO WEB SITES OF OTHER PERSONS
PSI may provide you with the links to web sites of persons or entities other than PSI. Those links to other persons are provided solely as a courtesy without any representation or warranty as to their content, use, or terms. Your use of such other web sites is subject to the terms and conditions and privacy policies, if any, of the persons or entities who control such other web sites and you use them at your own risk. PSI does not control such web sites of other persons.

9. ELIGIBILITY
PSI Services are available only to persons who are capable under the applicable law of forming valid contracts. If you are a natural person using PSI on behalf of an entity, then by registering in the name of the entity and using the Services you represent and warrant that the entity may lawfully enter into this agreement and that you have lawful authority to bind that entity to the terms and conditions of this User Agreement. If you are a child (under the age of 18 years), or lack legal competency, then the Services of PSI Services are not available to you; do not use the Services. If you are under the age of 18, or are subject to a legal guardianship, then you can use PSI and the Services only if your legal guardian or representative first agrees with us that you may use PSIVirtualInterview and the Services and then supervises your use of PSIVirtualInterview and the Services.

PERSONS UNDER THE AGE OF FOURTEEN (14) YEARS ARE NOT ELIGIBLE TO USE THE PSIVIRTUALINTERVIEW WEB SITE OR THE PSI SERVICES, EVEN WITH THE APPROVAL AND UNDER THE SUPERVISION OF A PARENT OR GUARDIAN. IF YOU ARE UNDER THE AGE OF FOURTEEN YEARS THEN IMMEDIATELY LEAVE THIS WEB SITE. DO NOT ATTEMPT TO REGISTER AS A MEMBER AND DO NOT PROVIDE US WITH ANY OF YOUR PERSONAL INFORMATION.

10. INTERSTATE AND INTERNATIONAL USE
You recognize that the Internet is global in nature. The PSIVirtualInterview Web site and the Services of PSI are intended to be offered only in jurisdictions where the Web site and Services and the manner in which they are offered are lawful. If the Web site or Services of PSI are not lawful in the nation, state, or other jurisdiction where you are located, then do not use or attempt to use PSIVirtualInterview or the Services in that location. If you are accessing or using PSIVirtualInterview or the Services in any nation, state or other jurisdiction which restricts such access or usage, then you shall abide by the laws of that place and refrain from any access or use as required by the laws of the applicable jurisdiction. You also agree that you shall comply with all applicable laws concerning transmission of technical data, including without limitation, the export of technical data from the United States or from the jurisdiction in which you reside or are accessing PSIVirtualInterview.

11. YOUR USER’S INFORMATION; YOUR INFORMATION
As a user you and your computer necessarily must supply information to access, register and use PSIVirtualInterview and the Services. You may choose, or your computer may automatically function, to send information to us, or exchange it with us and others during the course of your use of PSIVirtualInterview and the Services. Your User’s Information (also called “Your Information”) is defined for the purposes of this Agreement to mean the content and the form of any and all information which you or your computer provide to us, or cause or permit other persons to transmit to us, in connection with:

(i) Your accessing of the PSIVirtualInterview domain or any sub domains or linked domains or the PSIVirtualInterview web site or pages;
(ii) Your logging on to PSIVirtualInterview;
(iii) Your registration to become a Member of PSIVirtualInterview;
(iv) Any email or other communications you have with PSI or its employees or agents; and
(v) Your financial and other transactions with PSI.
(vi) “Your User’s Information” is distinguished from, and does not include, communications between you and third parties by use of PSIVirtualInterview and the Services, which are defined under the topics “Your Communications Content” and “Your Correspondents’ Communications Content.”

12. YOUR COMMUNICATIONS CONTENT
“Your Communications Content” is the content and form of any information that you post, communicate, transmit, or direct to any third party in any manner through the use of PSIVirtualInterview, or the Services, or the PSIVirtualInterview Internet domain, or any sub domain, or any linked domain that is owned, controlled or operated by PSI. You are solely responsible for the accuracy, lawfulness, risks and use of the content of Your Communications Content. PSI does not select, monitor or modify Your Communications Content. “Third party” means any person not affiliated with PSI.

13. YOUR CORRESPONDENTS’ COMMUNICATIONS CONTENT
“Your Correspondents’ Communications Content” means the content and form of any information that you receive, access, take or otherwise obtain that originated from, was sent from, or was posted by any third party in any manner through PSI, the PSIVirtualInterview Services, or the PSIVirtualInterview Internet domain, or any sub domain, or any linked domain that is owned, controlled or operated by PSI. You and your correspondents are solely responsible for the accuracy, lawfulness, risks and use of the content of Your Correspondents’ Communications Content. PSI does not monitor, select or modify Your Correspondents’ Communications Content. “Third party” means any person not affiliated with PSI.

14. IP ADDRESSES RECEIVED AND RECORDED
Every user’s browser as part of the automatic network protocol reports its IP (Internet Port) address to the PSIVirtualInterview web site each time a web page is viewed and we may (nut are not obligated to) record and store some or all of these IP addresses as well as a listing of the web pages requested using a particular IP address. Your IP address may be stored in our data base when you register for Membership. PSI shall not disclose the IP address that you provide to any third party without your prior written consent and shall have no right to use your IP address for any purpose other than in furtherance of the Services we provide hereunder.

PSI IS NOT OBLIGED TO VERIFY USER NAMES, EMAIL ADDRESSES OR IDENTITIES

Because a user name and email address are used to route communications among computers, and because computers communicate with each other by coded network addresses, the combination of a user name and email address might, but does not necessarily, identify a particular person. PSI ordinarily does not and usually cannot verify or authenticate email addresses and does not undertake any obligation to you to do so. PSI does not and usually cannot verify or control the identity of the natural persons who have access to or control the particular computers that are identified by an IP address or email address supplied to PSI for computer-routing purposes and we do not undertake any obligation to you to do so.

It is the responsibility and risk of the Host Member to use whatever identification measures the Host thinks appropriate and prudent when the Host supplies its registered address for delivery to prospective participants and when the Host approves a particular user name and email address for participation in a Host’s particular session. Similarly, it is the responsibility and risk of a prospective participant when using a Host’s email address, and when supplying PSI with the prospective participant’s email address and password for delivery to a Host, to use such measures as the prospective participant thinks appropriate and prudent to identify and verify whom it will be dealing with in a session, including without limitation the Host and other participants in the session.

We reserve the right, for protection of ourselves and our systems, to use whatever lawful means may be at our disposal to attempt to verify any IP (Internet Port) address, email address, or other identification information of any Member, participant, user or visitor.

15. LICENSE GRANTED BY US TO YOU FOR USE OF OUR SYSTEMS AND SOFTWARE
15.1 All content on our web site and available through the Services is the proprietary property of PSI and/or its licensors, with all rights reserved. No content on this web site may be modified, copied, distributed, framed, reproduced, republished, downloaded, scraped, displayed, posted, transmitted, or sold in any form or by any means, in whole or in part, without PSI’s prior written permission. Provided that you are eligible for use of PSIVirtualInterview Services, you are granted a temporary limited licenses to access and use our web site and PSI Public Rooms which then are being made available by us without registration by you as a Member and are authorized to download or print a copy of any portion of the content on our web site to which you properly gained access solely for the purposes set forth in this User Agreement and provided that you retain all copyright or other proprietary notices or marks intact. Except for user content, you may not upload or republish any content of our web site on any Internet, Intranet, or Extranet site or incorporate the information in any other data base or compilations. This temporary limited license is subject to the Terms of Use and does not permit use of any data mining, robots, scraping or similar data gathering or extraction methods.

15.2 This license is non-transferable and non-sub licensable by you and is subject to the terms of this Agreement. Generally your access to a Public Room may be automatically limited not to exceed ten minutes during any one log on by you. If you register as a Member, and so long as you comply with the payment terms and other terms of this Agreement, or if you are granted access by a Host Member to a session, then you are granted by us a temporary limited license to use those portions of our system which we provide for that particular session.

15.3 You do not receive any license authorizing you to, and you shall not, assign, sublicense, distribute, redistribute, publish, compile, decompile, copy, modify, or reverse engineer, any content or technical means of the PSIVirtualInterview web site, the Services, our systems, or our software; and this restriction applies to both public areas and limited participation areas. Any use of the content of our web site without the prior written permission of PSI, other than as specifically authorized herein, is strictly prohibited and shall immediately terminate the license granted herein. Such unauthorized use may also violate applicable laws including copyright and trademark laws and applicable communications regulations and statutes. Unless expressly stated herein, nothing in these Terms of Use shall be construed as conferring any licenses to intellectual property rights, whether by estoppel, implication or otherwise.

16. PROMOTION
YOU AGREE TO THE FOLLOWING PROMOTIONAL ACTIVITIES: (A) YOU PERMIT PSI TO ISSUE A MUTUALLY AGREED UPON PRESS RELEASE ANNOUNCING YOUR PURCHASE OF PSI PRODUCTS AND SERVICES, (B) YOU WILL PROVIDE TECHNICAL AND EXECUTIVE REFERENCE TELEPHONE CALLS FOR A PERIOD OF FIVE YEARS FROM THE EFFECTIVE DATE, AND (C) YOU GRANT PSI THE RIGHT TO INCLUDE YOUR COMPANY NAME AND LOGO IN PUBLISHED LISTS REFERENCING THE USERS OF THE PRODUCTS AND SERVICES OF PSI.

17. CONTENT MAY BE OFFENSIVE
You recognize that PSI generally does not, and usually cannot, pre-screen, monitor, modify or control in real time the content of any communications or posting, either in sessions or in publicly accessible areas. Therefore, you acknowledge that when you use any area of PSI there is a risk that you could be exposed to salacious, obscene, pornographic, hateful, misleading, fraudulent and/or other objectionable materials posted or otherwise communicated by other Members, participants, users, or visitors. You agree to accept this risk. You agree that PSI shall have no responsibility or liability to you for any such exposure you may experience. PSI does not intentionally sponsor such offensive matter and you and all other users are required to agree not to engage in the conduct which is prohibited or restricted by this Agreement, but we do not, and ordinarily cannot, undertake to police such conduct by users.

18. YOU WARRANT YOUR AUTHORITY FOR USE OF YOUR INFORMATION.
You represent and warrant to PSI that you have full authority to disclose and use Your Information without violating the rights of any other party. If you do not have full authority with respect to any information, then do not supply it and do not use it as part of Your Information. YOU ARE WARNED AND URGED TO USE PRUDENCE AND CAUTION TO LIMIT ANY INFORMATION YOU PERMIT TO BE TRANSMITTED OR RECEIVED ON THE INTERNET BECAUSE THE INTERNET IS FORMED OF INNUMERABLE COMPUTERS CONTROLLED BY INNUMERABLE PERSONS OTHER THAN PSI. NO PRIVACY OR SECURITY SYSTEMS OR METHODS ARE FOOLPROOF, AND THUS ANY EXPOSURE OF YOUR INFORMATION TO THE INTERNET CREATES INHERENT RISKS OF DISCLOSURE TO UNAUTHORIZED PERSONS. PSI will make reasonable efforts to maintain your information according to the PSI Privacy Policy but it is neither theoretically possible nor financially feasible to absolutely prevent any loss of privacy or security concerning Your Information. BY USING PSI AND THE SERVICES YOU ACKNOWLEDGE AND ACCEPT THESE RISKS.

19. LICENSE OF YOUR USER INFORMATION FROM YOU TO US
For the purpose of enabling PSI to use Your User Information without violating any rights you may have in Your User Information, you hereby grant PSI a limited license to exercise the rights of copyright, database, and publicity that you have in Your Information for the sole purpose of providing the Services hereunder. This license with respect to your information is a non-exclusive, royalty-free, no-fee right which continues perpetually unless affirmatively terminated by written notice to us by you, and which may be exercised by PSI, and its successors and affiliates, world-wide in any medium now known or which may become known in the future. We at PSI agree to limit our use of Your Information in conformity with PSI Privacy Policy, as that policy has been amended from time to time and as that policy exists at the time of use by PSI of Your Information. We will respect any opt-out election which you have validly exercised and communicated to us in accord with our applicable Privacy Policy. IF YOU DO NOT WISH TO GRANT THIS LICENSE OF YOUR INFORMATION TO US, THEN DO NOT USE PSIVIRTUALINTERVIEW AND THE SERVICES; PSI CANNOT PROVIDE YOU THE SERVICES WITHOUT THIS LICENSE FROM YOU TO US.

20. PROHIBITED AND RESTRICTED ACTIONS
19.1 Unlawful Activities. You agree that you shall not do any of the following in connection with your use of PSI, the Services, or your information:

(a) Violate any law, statute, regulation, or rule having the force of law; this includes without limitation, laws concerning anti-terrorism, money laundering, export control, investment securities, consumer protection, unfair competition, anti-discrimination, false advertising, gambling, wagering, eavesdropping, communication interception, child abuse, elder abuse, “hate” crimes, obscenity, pornography, and insider trading;
(b) Make any false, materially misleading, or fraudulent statements or communications to us or to any other person;
(c) Engage in fraudulent or otherwise unlawful transactions;
(d) Sell or otherwise transfer counterfeit or stolen items or materials;
(e) Infringe any copyright, trademark, patent, or other intellectual property of PSI or of any third party, nor misappropriate or disclose trade secrets or other proprietary rights without the consent of the owner, nor violate the privacy rights of any person;
(f) Engage in defamation, slander, unlawfully harassing, hateful, or threatening activity;
(g) Engage in or communicate unlawful obscenity or pornography, or child-harming activity and you agree that you shall not transmit, post, email, forward, or otherwise use or traffic in material which is lawfully suitable only for adults except in areas and channels of communication that are restricted to Mature Audiences and to which only persons for whom such material is suitable will be given access;
(h) Engage in, pass on or transmit any Ponzi or pyramid scheme;
(i) “Stalk” or harass any other person;
(j) If you are accessing or using PSIVirtualInterview or the Services in any nation, state or other jurisdiction which restricts such access or usage, then you shall abide by the laws of that place and refrain from any access or use as required by the laws of the applicable jurisdiction.
19.2 Improper, Illegal and Abusive Computer and System Functions. You agree that you shall not:

(a) Interfere with, impair or degrade any functions of PSIVirtualInterview or the Services;
(b) Interfere with or cause us to lose the services of our Internet Service Providers (“ISPs”) or other persons who provide goods or services to us;
(c) Create or purport to create liability for us;
(d) Undermine the integrity of the user referral system or the user feedback system;
(e) Interfere with the performance by our employees of their duties;
(f) Create or impose an unreasonable load on PSI or its services, functions or infrastructure;
(g) Employ any automatic data-mining or search engine, including without limitation any robot, spider, scraper, or similar means to access PSIVirtualInterview, the Services or web site content without the express, prior written consent of an authorized officer of PSI;
(h) Bypass security measures or constraints which we have created to restrict access to or use of our systems and our data;
(i) Transmit any material that constitutes or contains any harmful computer code, including without limitation, any computer virus, Trojan horse, worm, time bomb, denial of service, cancelbot, easter egg, or other computer codes or methods which are harmful to, or unlawfully detract from the function or performance of, expropriate, misappropriate, or misuse our computers, software, systems or infrastructure, or those of any other person; “transmit” includes without limitation to upload, post, email or otherwise make available;
(j) Copy, modify, create derivative works from, reverse-engineer, decompile, duplicate, distribute, or publicly display any matter obtained from PSI, the web site, or the Services, or from any other person by use of the Services, without the express prior written consent of PSI or other person owning rights in such matter;
(k) Bypass our home page, headers, control screens, or other functional elements of PSIVirtualInterview and the Services, and, without limitation you shall not engage in “deep-linking,” or similar or equivalent techniques.
21. PRIVACY POLICY OF PSI

20.1 Coverage of Privacy Policy.
This Privacy Policy concerns nonpublic personal information about you. Personal information shall not include any information which (i) was already known to PSI prior to the time of disclosure by you, (ii) is available or becomes generally available to the public other than through a breach of this User Agreement by PSI or (iii) is acquired or received rightfully and without confidential limitation by PSI from a third party. If PSI becomes or is required to disclose any personal information, or any part thereof, pursuant to any applicable law, regulation, court order or document discovery request, then PSI will give you prompt notice of such requirement. If you waive compliance with the terms of this User Agreement with respect to such disclosure or you are unable to obtain a protective order or other appropriate remedy with respect to such disclosure, then PSI will disclose only that portion of your personal information necessary to ensure compliance with such legal requirement. Our Privacy Policy applies to information that is personally identifiable to you (such as your name, address, email address and phone number) and that is not otherwise publicly available. It also applies to any list, description, or other grouping of consumers which includes you (and publicly available information pertaining to you) that has been derived using any personally identifiable financial information about you that is not publicly available. This Privacy Policy does not cover the conduct of persons not affiliated with PSI. This means that this Privacy Policy does not cover parties that PSI does not own or control, and that are not under common control with PSI. Some non-limiting examples of third parties whose conduct is not covered by the PSI Privacy Policy are Internet Service Providers (“ISPs”), other users of PSI, other participants in communications you may have using the Services, other users of PSI, visitors to PSIVirtualInterview Public Pages, chat rooms, and bulletin boards, advertisers, and web sites of other persons not under our control to which we provide links. Web sites other than PSIVirtualInterview which are under the control of PSI or its affiliates may have their own separate or additional terms and conditions of use and privacy policy, as displayed or explicitly referenced on such other web sites.

20.2 Information Collection and Use
We record and organize information about you from the following sources which may result in records personally identifiable to you. Information which your browser reports automatically as part of the network protocol, including your computer’s IP address, and the page you requested; Information when you visit PSIVirtualInterview pages, when you log in, and when you enter promotions and sweepstakes. Information which you disclose to us during registration to become a user or Member, or otherwise to supply us when you use PSIVirtualInterview and the Services. This information includes your name, address, email address, and user name.

20.3 Our Use of Cookies
Many PSIVirtualInterview Pages and Services do not require a cookie. However, certain products or services may require that you log in and permit use of a cookie. If your browser is set to reject all cookies, or if your browser is set to notify you and request your consent to set a cookie and you fail to give your consent, then PSI will be unable to provide you that product or service. PSI may use its own cookies for a variety of purposes including but not limited to:

20.4 Other Persons’ Use of Cookies
PSI does not monitor or control Your Communications Content, Your Correspondents’ Communication Content, or any other content which users, participants, members of the public, or other users transmit or exchange using PSIVirtualInterview or the Services. It is possible that the content sent to you during a session using the Services, or that you download from postings by other users to a PSIVirtualInterview Public Page, could contain a cookie sent to your browser by another participant in that Session or Public Page. The cookies of such nonaffiliated third parties are subject to their own privacy policies, if any, and are not under the control of PSI. It is your responsibility to configure your browser and any related software to monitor and control the use of cookies by other users during your use of PSIVirtualInterview and the Services.

22. COPYRIGHT AND OTHER INTELLECTUAL PROPERTY; NOTICE OF CLAIMS OF INFRINGEMENT

We respect the copyright and other intellectual property of other persons. We ask that you also respect intellectual property rights. In appropriate cases we may exercise discretion to limit, terminate or disable the accounts of Members or other users who are identified as repeat infringers, or to remove or disable access to infringing material. If you believe that your copyright has been infringed, or that your intellectual property rights have been violated, then provide PSI in writing with the following:

(a) A physical or electronic signature of a person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed;
(b) Identification of the copyrighted work claimed to have been infringed, or, if multiple copyrighted works at a single online site are covered by a single notification, a representative list of such works at that site;
(c) Identification of the material that is claimed to be infringing or to be the subject of infringing activity and that is to be removed or access to which is to be disabled, and information reasonably sufficient to permit the service provider to locate the material;
(d) Information reasonably sufficient to permit the service provider to contact the complaining party, such as an address, telephone number, and, if available, an electronic mail (“email”) address at which the complaining party may be contacted;
(e) A statement that the complaining party has a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law;
(f) A statement that the information in the notification is accurate, and under penalty of perjury, that the complaining party is authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.
23. DISCLAIMER OF WARRANTIES

YOU EXPRESSLY ACKNOWLEDGE AND AGREE AS FOLLOWS:
NO WARRANTY. PSI, ITS AFFILIATES, SUPPLIERS AND CONTRACTORS PROVIDE PSI AND THE SERVICES “AS IS” AND “AS AVAILABLE” AND WITHOUT ANY WARRANTY OR CONDITION, EXPRESS OR IMPLIED OR STATUTORY. WITHOUT LIMITING THE BREADTH OF THE FOREGOING SENTENCE, WE EXPRESSLY DISCLAIM ANY AND ALL WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. FOR THE PURPOSES OF THIS SECTION, ” PSI, ITS AFFILIATES, SUPPLIERS AND CONTRACTORS” IS INTENDED TO INCLUDE, WITHOUT LIMITATION, PSI, OUR LIMITED LIABILITY COMPANY MANAGERS, OFFICERS, EMPLOYEES, AGENTS, AND ATTORNEYS THE SUPPLIERS OF OUR WEB SITES, OUR INTERNET SERVICE PROVIDERS (“ISPs”), OUR OTHER TECHNICAL AND SERVICE PROVIDERS, OUR RESELLERS, AND ANY PERSONS WHO MAY BE OR BE DEEMED OUR PARTNERS, JOINT VENTURERS, OR PRINCIPALS, EACH AND ALL OF WHOM SHALL BE EXPRESS THIRD PARTY BENEFICIARIES OF THESE DISCLAIMERS OF WARRANTY.

Some states do not allow the disclaimer of implied warranties in some circumstances, so if the laws of such a state apply to your dealings with us and if the requisite circumstances exist in your case, then some portion or all of the foregoing disclaimer may not apply to you. The law of warranty varies from state to state and the law applicable in your particular case may give you specific legal rights.

24. LIMITATIONS AND EXCLUSIONS OF DAMAGES

IN NO EVENT SHALL PSI, ITS MANAGERS, OFFICERS, EMPLOYEES, AGENTS, AND ATTORNEYS, AND ITS AND THEIR AFFILIATES, SUPPLIERS AND CONTRACTORS BE LIABLE FOR ANY OF THE FOLLOWING KINDS OF DAMAGES: LOST PROFITS, LOST GOODWILL, BUSINESS INTERRUPTION; OR DIRECT, INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, OR EXEMPLARY DAMAGES ARISING, OR ALLEGED TO ARISE, OUT OF OR IN CONNECTION WITH OUR SITE, OUR SERVICES, OR THIS AGREEMENT.

WITHOUT LIMITING THE BREADTH OF THE KINDS OF DAMAGES EXCLUDED BY THE PRECEDING SENTENCE, PSI, ITS MANAGERS, OFFICERS, EMPLOYEES, AGENTS, AND ATTORNEYS, AND ITS AND THEIR AFFILIATES, SUPPLIERS AND CONTRACTORS SHALL NOT BE LIABLE FOR ANY OF THE FOREGOING KINDS OF DAMAGES ARISING OR RESULTING FROM: (a) ANY USE OR INABILITY TO USE PSI OR THE SERVICES; (b) ANY COST OF ACQUIRING SUBSTITUTE GOODS AND SERVICES; (c) ANY UNAUTHORIZED ACCESS TO, DEGRADATION OF, OR ALTERATION OF THE CONTENTS OF TRANSMISSIONS OF YOU OR ANY THIRD PARTY; (d) ANY CONDUCT OR COMMUNICATIONS OF ANY THIRD PARTY BY USE OF PSI OR THE SERVICES; OR (e) ANY OTHER MATTER OR CIRCUMSTANCE RELATED TO PSI OR THE SERVICES.

IN ANY CIRCUMSTANCE WHERE PSI, ITS MANAGERS, OFFICERS, EMPLOYEES, AGENTS, AND ATTORNEYS, AND ITS AND THEIR AFFILIATES, SUPPLIERS AND CONTRACTORS MAY HAVE LIABILITY TO YOU THAT IS NOT EXCLUDED BY THE FOREGOING, THEN ANY SUCH LIABILITY TO YOU AND TO ANY THIRD PARTY IS LIMITED IN AMOUNT TO THE GREATER OF (A) ONE HUNDRED DOLLARS ($100), AND (B) THE AMOUNT OF FEES (IF ANY) YOU HAVE PAID TO US IN THE NINETY (90) DAYS IMMEDIATELY PRIOR TO THE EVENTS ALLEGEDLY GIVING RISE TO THE CLAIMED LIABILITY.

FOR THE PURPOSES OF THIS SECTION ” PSI, ITS MANAGERS, OFFICERS, EMPLOYEES, AGENTS, AND ATTORNEYS, AND ITS AND THEIR AFFILIATES, SUPPLIERS AND CONTRACTORS ” IS INTENDED TO INCLUDE, WITHOUT LIMITATION, PSI, OUR LIMITED LIABILITY COMPANY MANAGERS, OFFICERS, EMPLOYEES, AGENTS, AND ATTORNEYS THE SUPPLIERS OF OUR WEB SITES, OUR INTERNET SERVICE PROVIDERS (“ISPs”), OUR OTHER TECHNICAL AND SERVICE PROVIDERS, OUR RESELLERS, AND ANY PERSONS WHO MAY BE OR BE DEEMED OUR PARTNERS, JOINT VENTURERS, OR PRINCIPALS, EACH AND ALL OF WHOM SHALL BE EXPRESS THIRD PARTY BENEFICIARIES OF THESE DAMAGE EXCLUSIONS AND LIMITATIONS.
Some states do not allow exclusion or limitation of incidental or consequential damages in some circumstances, so if the laws of such a state apply to your dealings with us and if the requisite circumstances exist in your case, then some portion or all of the foregoing exclusion and limitation may not apply to you. The law varies from state to state and the law applicable in your particular case may give you specific legal rights.

25. INDEMNITY
You agree to indemnify us (“PSI, its managers, officers, employees, agents, and attorneys, and its and their affiliates, suppliers and contractors” as defined in the sections which disclaim warranties and limit and exclude damages), and to hold us harmless, from any claim, cost, liability or demand or any third party, including reasonable attorneys fees, which arises or is alleged to arise from: (a) breach by you or by anyone for whom you bear responsibility of this Agreement or of any of the agreements which this Agreement incorporates by reference; or (b) violation by you or by anyone for whom you bear responsibility of any law or of the rights of any third party.

26. PROVISIONS OF GENERAL APPLICATION
o Entire Agreement.
This written Agreement, including any matter that is expressly incorporated in this Agreement by reference, constitutes the entire Agreement between you and PSI and it governs your use of PSI and the Services. This Agreement supersedes any prior negotiations and agreements between you and PSI. There are no oral terms to this Agreement. This Agreement can only be amended or altered in writing. Please note the separate section of this agreement concerning amendment of it. Your purchase or use of Services and products of PSI, or of third-party content or third-party software, may be governed by additional written terms and conditions specified when you purchase or access such particular services and products.

• Choice of Law and Choice of Forum.
This Agreement, and the relationship between you and PSI, shall be governed by the laws of the State of California, U.S.A., without regard to its conflict of laws provisions. You and PSI agree to submit to the exclusive personal jurisdiction of the courts located within Los Angeles County, California.

25.3 Arbitration Clause.
Any dispute, claim, or controversy relating to or arising out of this User Agreement, the PSI web site or Services will be settled by arbitration in Los Angeles County, California. Such arbitration shall be conducted in accordance with the rules of the American Arbitration Association or then-existing equivalent. The party requesting arbitration shall serve upon the other party a notice demanding arbitration and a description of the issue or issues to be arbitrated. The arbitration will be conducted before a single Arbitrator. Any award issued as a result of the arbitration may be entered as a final judgment or order in any Court of competent jurisdiction and enforced accordingly. All costs and expenses of the arbitration, including reasonable legal fees (including, but not limited to, attorney’s fees, and cost of arbitration), shall be allocated among the parties as determined by the Arbitrator.

25.4 Class Actions Waived.
You expressly waive any right to participate in any class action against PSI for any claims related to the PSIVirtualInterview web site or Services. In fact, by using the PSIVirtualInterview web site and/or Services and agreeing to this User Agreement, you expressly agree that you shall not be permitted to resolve any claims whatsoever through class actions against PSI.

25.5 Independent Parties.
You and PSI are independent parties and nothing contained in this User Agreement shall be construed or implied to create any agency or partnership between you and PSI. At no time shall you or PSI act as an agent for or make commitments for or in the name of the other party.

25.6 Jury Trial Waived.
As provided in the Arbitration Clause above, you acknowledge that all disputes with PSI shall be resolved through arbitration. Should any arbitration or Court find such restriction unenforceable and/or should any dispute ultimately be resolved in Court, you expressly waive any right to a jury trial in any action against PSI for any and all claims arising out of or related to the PSIVirtualInterview web site or Services. In fact, by using the PSIVirtualInterview web site or Services and agreeing to this User Agreement, you expressly agree that you shall not be permitted to obtain a jury trial in any action against PSIVirtualInterview.

25.7 Savings Clause.
In the event that any provision of this User Agreement is held to be void or unenforceable by a Court of competent jurisdiction or an Arbitrator, the remaining provisions of this User Agreement shall nevertheless be binding upon the parties with the same effect as though the void or unenforceable part had been deleted. Further, any provision held to be void or unenforceable shall be construed, if possible, to give effect to the parties’ intent. The parties agree that any such provision, in its form as modified by the Court or Arbitrator, shall then be enforceable and shall be enforced.

25.8 Statute of Limitations.
You and PSI agree that any claim or cause of action arising or alleged to arise out of, or related to, this Agreement, the use of PSIVirtualInterview, or the Services, must be filed within one (1) year after such cause of action arose, or else such claim or cause of action shall be permanently barred. You and PSI agree that this limitation applies regardless of any statute or law to the contrary which might otherwise apply.

25.9 Export Controls.
The Services, or some uses of them, may be subject to the export control laws of the United States. You agree that you shall not export, re-export, disclose, or transfer any of the Services, or any technical matter related to the Services, nor shall you use the Services, in violation of applicable export control laws and regulations.

26.10 Restriction of Rights Concerning Government Usage.
PSI and the Services comprise Restricted Rights in accord with DFARS Section 227.7202 et seq. If you are using PSI or the Services as a representative of the United States Department of Defense, or as a representative of any other governmental agency of any nation, state or locality, then you acknowledge that the Services, and any portion of them, are “Commercial Computer Software” (cf. DFARS Section 252.227-7014) and any documentation is “Commercial Computer Software Documentation,” all of which were developed exclusively at private expense by PSI and its predecessors, 3050 Pullman Street, Suite D, Costa Mesa, CA 92626. You do not receive any rights to reproduce or modify the Services or any associated software.

26.11 Non-Transferability; No Sublicensing; No Right of Survivorship.
Your identity is an essential element of your registration and Membership, the accuracy of which you are required to represent and warrant as a necessary condition of your use of PSI and the Services. Among other reasons, the accuracy of your identity disclosures is material to our ability to protect ourselves and other users from fraud and other abuses of our system and services. You cannot transfer or sub-license your registration, your Membership, or your rights under this Agreement. Upon your death any rights to your account terminate. Upon our receipt of a copy of a death certificate, or of other proof of death which is satisfactory to us in our sole discretion, your account can be terminated and your registration deleted by us.

26.12 No Resale, Re-Transmission or Commercial Use.
Except for communications in which you are an active participant using PSIVirtualInterview and the Services, in accord with the terms and conditions of this Agreement, and except as may otherwise be expressly agreed in a separate writing signed by two officers of PSI, you agree that:

26.13 No Third Party Beneficiaries.
Except as is otherwise expressly stated in this Agreement, there shall be no third party beneficiary of this Agreement.

26.14 Waiver and Severability.
A failure of PSI to exercise a right or provision of this Agreement shall not operate as a waiver of such right or provision. If a Court of competent jurisdiction shall determine that any provision of this Agreement, or of any expressly incorporated document, is invalid, then it is agreed that the Court shall endeavor to revise such provision to give it such effect as is legally valid; and to the extent that a provision is invalid that provision shall be severed and the remainder of this Agreement enforced.

26.15 Rights and Remedies Cumulative.
All rights and remedies of PSI under this Agreement or provided by law and equity shall be deemed cumulative and not exclusive of each other, and the exercise of one remedy shall not preclude the exercise of any other.

26.16 Captions, Headings and Links.
Captions, headings and links in this Agreement are for reference only and shall not be considered when construing this Agreement.

27. TERM AND TERMINATION
27.1 TERM. UNLESS TERMINATED EARLIER IN ACCORDANCE WITH THIS AGREEMENT, THIS AGREEMENT WILL BEGIN ON THE EFFECTIVE DATE AND EXPIRE UPON TERMINATION OF ALL OUTSTANDING SCHEDULES. EACH SCHEDULE BEGINS ON THE DATE SET FORTH IN THE SCHEDULE AND ENDS AS SET FORTH IN THE SCHEDULE. IN THE ABSENCE OF TERMINATION DETAILED ABOVE, THIS CONTRACT WILL EXPIRE 5 YEARS FROM DATE OF EXECUTION.

27.2 TERMINATION. IF A PARTY MATERIALLY BREACHES THIS AGREEMENT OR ANY SCHEDULE, AND (I) THE BREACH IS INCAPABLE OF CURE, OR (II) WITH RESPECT TO SUCH BREACHES CAPABLE OF CURE, THE DEFAULTING PARTY DOES NOT CURE THE BREACH WITHIN 60 CALENDAR DAYS AFTER WRITTEN NOTICE OF MATERIAL BREACH, THE NON-DEFAULTING PARTY MAY TERMINATE THE RELEVANT SCHEDULE UPON WRITTEN NOTICE TO THE DEFAULTING PARTY. TO THE EXTENT THAT THE BREACH IS OF A NATURE THAT GOES BEYOND THE RELEVANT SCHEDULE, THE NON-DEFAULTING PARTY MAY TERMINATE: (A) THIS AGREEMENT (IN WHICH EVENT ALL OF THE OTHER SCHEDULES WILL TERMINATE CONCURRENTLY); OR (B) ALL AFFECTED SCHEDULES. A PARTY MAY TERMINATE THIS AGREEMENT FOR CAUSE IF THE OTHER PARTY BECOMES THE SUBJECT OF A PETITION IN BANKRUPTCY OR ANY OTHER PROCEEDING RELATING TO INSOLVENCY, RECEIVERSHIP, LIQUIDATION, OR ASSIGNMENT FOR THE BENEFIT OF CREDITORS. TERMINATION OF A SCHEDULE OR THIS AGREEMENT WILL BE WITHOUT PREJUDICE TO ANY OTHER RIGHTS AND REMEDIES THAT THE NON-DEFAULTING PARTY MAY HAVE UNDER THIS AGREEMENT OR AT LAW OR IN EQUITY. 27.3 EFFECT OF TERMINATION. UPON ANY TERMINATION OF THIS AGREEMENT OR ANY SCHEDULE, ALL RIGHTS GRANTED UNDER THE TERMINATED DOCUMENT WILL IMMEDIATELY CEASE. CUSTOMER SHALL, WITHIN 10 BUSINESS DAYS OF TERMINATION, RETURN TO PSI OR DESTROY, AT CUSTOMER’S EXPENSE, ANY AND ALL COPIES OF DOCUMENTATION RELATED TO USE OR FUNCTIONALITY OF THE HOSTED SERVICES AND DELIVER TO PSI A CERTIFICATION, IN WRITING SIGNED BY AN OFFICER OF CUSTOMER, THAT ANY AND ALL SUCH COPIES HAVE BEEN RETURNED OR DESTROYED, AND USE OF THE HOSTED SERVICES HAS BEEN DISCONTINUED.

28. NOTICES
28.1 Your Notices to Us.
Any notice which you are permitted or required to give to PSI under this Agreement shall be in writing and shall be delivered by U.S. mail, certified, first class or express mail, and prepaid ; or shall be delivered by a nationally recognized commercial delivery service which provides delivery tracking (such as Federal Express or UPS).

28.2 Our Notices to You; Your Email Address for Notices.
You agree that we may provide you with any notices that are permitted or required under or concerning this Agreement, including without limitation changes in the Terms and Conditions of Use or the Privacy Policy, by electronic means such email to the email address which you provide in your registration or otherwise; or by U.S. Post Office mail; or by postings on PSI or within any applicable Service of PSI to which you have subscribed. You agree that (i) it is your responsibility to keep us timely informed or your correct email address by editing your Membership registration data to reflect any changes in your email address, and it is your responsibility to monitor your own email at that email address; and (ii) it is your continuing responsibility as you use PSI and the Services to read and make certain you understand the notices which we post from time to time on PSIVirtualInterview and the Services.

29. INJUNCTIVE RELIEF
You agree that any use of PSIVirtualInterview or the Services contrary to the terms of this Agreement, as amended from time to time, or any sublicensing, transfer, copying or disclosure of technical matter related to PSI or the Services is likely to cause irreparable harm to PSI, its Members, affiliates, providers, and suppliers, as well as to authorized sublicensees and Resellers of PSIVirtualInterview and the Services, for which pecuniary compensation alone would be insufficient. You agree that under such circumstances PSI, its Members, affiliates suppliers, authorized sublicensees and Resellers shall be entitled to temporary, preliminary and permanent injunctive and other equitable relief, without posting bond or security.

PSI’S AGENT FOR NOTIFICATION OF CLAIMED INFRINGEMENT IS:
Brad Schneider
PSI Services LLC
2950 N. Hollywood Way
Burbank, CA 91505
818.847.6180
email: [email protected]