BRAINTRUST™
USER REGISTRATION AGREEMENT

1. Registration/Account
1. Your completion of the Registration creates no contractual or other obligation on behalf of BrainTrust.  Any such obligation will only be created by acceptance by BrainTrust of your Registration, which will be solely within our discretion.
2. In your Registration, you will be required to create a unique identification code ("User Name") and a password ("Password") that will be required to use the Service.  You may only access the Service using your assigned User Name and Password, and may not access the Service using the User Name or Password of any other person.
3. You may not resell, in whole or part, or otherwise commercially exploit, assign or transfer your right to use the Service.  You may not make your User Name or Password available to others, nor allow use of the Service by others through your User Name or Password
4. You agree to accept sole responsibility and liability for maintaining the confidentiality of your User Name and Password, for restricting access to your User Name and Password and for all use, whether authorized or unauthorized, of the Service under your User Name or Password.
2. Your Informationn
1. You represent and warrant to BrainTrust that: (i) you are authorized to use the Credit Card (as described in Section 4(b) below) to order the Service and (ii) if you are an individual, you are over eighteen (18) years of age.
2. You will be solely responsible for the accuracy and truthfulness of the information you provide in your Registration and any Listing (as defined in Section 3 below) and for updating any information that changes.  BrainTrust will be entitled to rely on the then current version of the information you provide.
3. We will, and you expressly authorize us to, use the information you provide in your Registration to:
1. provide and administer the Service including, without limitation, processing payments as set forth under ‘Billing’ below;
2. communicate with you about services, features, products, special offers and unique content available through the Service;
3. communicate with you about other products or services offered by BrainTrust; and
4. communicate with you about products or services offered by our affiliates; and
5. communicate with you about other topics we think you might find of interest.
3. Listings
   The Service may be used only for lawful purposes by individuals to post their resumes and by businesses to post information on part-time and project based work (in each case, a "Listing") and to respond to a Listing.  Each Listing is subject to this Agreement including, without limitation, the restrictions set forth in Section 6.b  BRAINTRUST RESERVES THE RIGHT TO REJECT OR REMOVE ANY LISTING IN ITS SOLE DISCRETION. 
   
4. Billing
   
   1. You will be billed month or annually at the rates set forth in your Registration for the levels of the Service and billing option for which you subscribe (the “Charges”).  The Company reserves the right to change rates or institute new fees at any time upon thirty (30) days prior written or electronic notice to you.  All Charges are non-refundable.
   2. Charges will automatically be billed each month in advance (or such other period as BrainTrust may, in its sole discretion, choose and notify you) to the credit card designated in your Registration or any substitute credit card that you designate using the account management feature of the Service (the “Credit Card”), and you hereby authorize this automatic billing.  It is your responsibility to notify BrainTrust in a timely manner of any changes to the Credit Card.  Charges will appear on your credit card as ‘BrainTrust, Inc.’.
   3. If for any reason BrainTrust is unable to bill Charges to the Credit Card, BrainTrust will suspend your use of the Service and promptly notify you and upon receipt of such notice you will promptly pay any outstanding charges through means other than the Credit Card.  As a condition to your continued use of Service, you will be required to provide BrainTrust with the information and authorization necessary to bill a different credit card for Charges going forward.  Your use of the Service, and your new monthly billing cycle, will re-commence upon our acceptance of such information and authorization.
   4. Billing for Charges will continue until your use of the Service is terminated as set forth below.  You must terminate your use of the Service, in the manner described in Section 7, by 12:00 p.m Central time on the day before Charges are to be billed to your Credit Card to avoid Charges for that month.
5. Intellectual Property Rights.
   BrainTrust will own and retain all right, title and interest in and to the Service and any related content (including text, images, audio and other data, information, materials, features or technology), patents, trade secrets, trademarks, service marks, trade names or copyrighted materials.  BrainTrust grants to you a limited, non-transferable, non-exclusive license to use the Service in accordance with the terms of this Agreement.
   You will own and retain all right, title and interest in and to any content (including text, images, audio and other data, information, materials, features or technology), trademarks, service marks, trade names or copyrighted materials provided by you for display and distribution through the Service.  You grant BrainTrust a limited, non-transferable, non-exclusive license to display and distribute the foregoing on the Website, on other web sites you select in your Registration (such as Facebook) and on web sites operated by BrainTrust’s affiliates and third party on-line distribution partners.
   
6. User Restrictions.
1. You agree that, in using the Service, you will at all times:
1. comply with this Agreement and the Terms of Use and Privacy Policy for the Website;
2. be solely responsible for all Listings and other content or information published or displayed by you through the Service;
   
3. not use the Service to publish or display any Listings or other content or information that:  (i) is defamatory, trade libelous, or unlawful; (ii) is obscene or pornographic; (iii) violates employment or discrimination laws and regulations; (iv) infringes third party copyright, trademark or similar rights; or (v) contains viruses, trojan horses, worms, robots or other computer programming routines intended to damage, interfere with, intercept or expropriate system, data or personal information;
   
4. not take any action that would expose BrainTrust or its officers, directors, owners, agents, partners, information providers or affiliates to liability to any third party; and
   
5. not take any action that would violate the security or interfere with the operations of the Service, whether intentionally, negligently or otherwise.
2. You agree that, in using the Service, you will not:
1. post any Listing for any competitor of BrainTrust or that contains links to any site competitive with BrainTrust;
2. use the information in any Listing for any purpose other than as an individual seeking part-time and project based work or a business seeking professionals for part-time and project based work, including but not limited to using the information in any Listing to sell or promote any products or services;
3. use the Service or the Website for commercial recruitment, executive search, staffing, outsourced employment or any other professional employment or recruitment activity;
4. post or submit any incomplete, false or inaccurate biographical information or information which is not your own;
5. send unsolicited mail or e-mail, make unsolicited phone calls or send unsolicited faxes regarding promotions and/or advertising of products or services; or
6. delete or revise any material posted by any other person or entity.
3. If BrainTrust is notified, or otherwise reasonably determines, that you are using the Service in violation of Section 6, we may remove each applicable Listing and/or suspend your use of the Service and promptly notify you by e-mail to the e-mail address provided by you in your Registration.  As a condition to your continued use of Service, you will be required to address such violation to our satisfaction.  Our rights in this Section 6 are in addition to our termination rights in Section 7.
7. Termination.
   You may terminate your use of the Service immediately at any time by logging in and clicking on Edit My Profile or Edit My Project, and then clicking on the option to remove your information from BrainTrust at the bottom of the form.  BrainTrust will send confirmation of your termination by e-mail to the e-mail address provided by you in your Registration.  In addition, BrainTrust may terminate your use of the Service for your breach of this Agreement, including for non-payment of Charges, immediately by e-mail notice to the e-mail address provided by you in your Registration.  Upon termination, you will have no further right to use the Service, unless and until you re-register for the Service and create a new account. 
8. Disclaimer of Liability
   The Service is provided on an 'as is' basis without any warranties of any kind. BrainTrust, to the fullest extent permitted by law, disclaims all warranties with respect to the Service, including the warranty of merchantability, non-infringement or third party rights, and the warranty of fitness for a particular purpose. BrainTrust makes no warranties about the accuracy, reliability, completeness, intent, usefulness, or timeliness of the Service. Use of the Service is at your own risk.
9. Indemnity and Release
1. As a material inducement to provide you with use of the Service, you agree to indemnify, defend and hold BrainTrust, and its officers, directors, owners, agents, partners, information providers, and affiliates (collectively, the "Indemnified Parties") harmless from and against any and all demands, damages, liability, claims, actions, demands and costs incurred by the Indemnified Parties in connection with any claim arising out of any breach by you of this Agreement, including, reasonable attorneys' fees and costs.
2. If you have a dispute involving the Service with a third party, you release each of the Indemnified Parties from all claims, demands, damages, liability, claims, actions, demands and costs of every kind and nature, known and unknown, suspected and unsuspected, disclosed and undisclosed, arising out of or in any way connected with such disputes. 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.”
10. Governing Law.
    This Agreement will be governed by and construed in accordance with the substantive laws in force in the Commonwealth of Massachusetts. The courts of Suffolk County, Massachusetts will have exclusive jurisdiction over all disputes relating to this Agreement. This Agreement will not be governed by the conflict of law rules of any jurisdiction.
11. General Provisions.
    If any part of this Agreement is found void and unenforceable, it will not affect the validity of the balance of this Agreement, which will remain valid and enforceable according to its terms.  This Agreement, including the Terms of Use and Privacy Policy which are incorporated herein, is the entire agreement between BrainTrust and you relating to the Service and it supersedes any prior representations, discussions, undertakings, communications or advertising relating to the Service.

Copyright @ 2007 - 2008 BrainTrust, Inc.  All rights reserved.