A. By using and/or visiting this Web site (collectively, including all content and functionality available through the VocSoft.com, QuickNOC.com, QNPCG.com, QuickNOCCG.com, QuickNOCPro.com or any domain name directed to the VocSoft.com web site, the "VocSoft Web site", or "Web site"), you signify your agreement to (1) these terms and conditions (the "Terms of Service"), (2)VocSoft's privacy notice, found at http://www.vocsoft.com/privacy.html. If you do not agree to any of these terms or the VocSoft privacy notice, please do not use the VocSoft Web site or any of its tools. B. Although we may attempt to notify you when major changes are made to these Terms of Service, you should periodically review the most up-to-date version (http://www.VocSoft.com/terms_of_use.html). VocSoft may, in its sole discretion, modify or revise these Terms of Service and policies at any time, and you agree to be bound by such modifications or revisions. Nothing in this Agreement shall be deemed to confer any third-party rights or benefits.

2. VocSoft Web site

A. These Terms of Service apply to all users of the VocSoft Web site All users may not try to circumvent any security measures built into the web site. All users may not share their passwords with any other user in an attempt to circumvent the security measures of the web site. All users or clients may only use their preassigned ?client pack? or packs, to create a new client or user.

B. The VocSoft Web site may contain links to third party Web sites that are not owned or controlled by VocSoft. VocSoft has no control over, and assumes no responsibility for, the content, privacy policies, or practices of any third party Web sites. In addition, VocSoft will not and cannot censor or edit the content of any third-party site. By using the Web site, you expressly relieve VocSoft from any and all liability arising from your use of any third-party Web site.

C. Accordingly, we encourage you to be aware when you leave the VocSoft Web site to read the terms and conditions and privacy policy of each other Web site that you visit.

3. VocSoft Accounts

A. In order to access some features (QuickNOC Pro, QuickNOC Pro Career Guide) of the Web site, Users will have to create a VocSoft account. You may never use another's account without permission. When creating your account, you must provide accurate and complete information. You are solely responsible for the activity that occurs on your account, and you must keep your account password secure. You must notify VocSoft immediately of any breach of security or unauthorized use of your account.

B. Although VocSoft will not be liable for your losses caused by any unauthorized use of your account, you may be liable for the losses of VocSoft or others due to such unauthorized use.

4. General Use of the Web site -- Permissions and Restrictions

VocSoft hereby grants you permission to access and use the Web site as set forth in these Terms of Service, provided that:

A. You agree not to distribute in any medium any part of the Web site, other than paid reports or information generated on a "Per-client/user? basis, without VocSoft's prior written authorization. You are allowed to distribute your paid results for each client created in the system, provided that you are not using the same client to recreate new reports for other clients. You may not change the client name to create a new client, under an old client?s account. Attempts to run multiple clients as a single client will result in termination of your account. You are allowed to perform multiple analyses on the same client.

B. You agree to include a reference to the VocSoft product used to create your results for your compilation reports. Compilation reports include any written documentation created by you using information obtained from the VocSoft Web site: ?This information was obtained using QuickNOC Pro Career Guide www.VocSoft.com ? or ?This information was obtained using QuickNOC Pro www.VocSoft.com? must be included within your Compilation report. (Resumes and Cover letters are exempt from this rule.)

C. You agree not to alter or modify any part of the Web site, including but not limited to VocSoft's QuickNOC Pro, QuickNOC Pro Career Guide or any of its related technologies.

D. You agree not to access QuickNOC Pro or QuickNOC Pro Career Guide (defined below) or VocSoft Content through any technology or means other than your Web Browser , or other explicitly authorized means VocSoft may designate.

E. If you use VocSoft?s QuickNOC Pro or QuickNOC Pro Career Guide on your Web site, you must include a prominent link back to the VocSoft Web site and you may not modify, build upon, or block any portion of the VocSoft site in any way.

F. You agree not to use or launch any automated system, including without limitation, "robots," "spiders," or "offline readers," that accesses the Web site in a manner that sends more request messages to the VocSoft servers in a given period of time than a human can reasonably produce in the same period by using a conventional on-line web browser. Notwithstanding the foregoing, VocSoft grants the operators of public search engines permission to use spiders to copy materials from the site for the sole purpose of and solely to the extent necessary for creating publicly available searchable indices of the materials, but not caches or archives of such materials. VocSoft reserves the right to revoke these exceptions either generally or in specific cases. You agree not to collect or harvest any personally identifiable information, including account names, from the Web site, nor to use the communication systems provided by the Web site (e.g. Securemail) for any commercial solicitation purposes. You agree not to solicit any users of the Web site.

G. In your use of the Web site, you will otherwise comply with the terms and conditions of these Terms of Service and all applicable local, national, and international laws and regulations.

H. VocSoft reserves the right to discontinue any aspect of the VocSoft Web site at any time.

In addition to the general restrictions above, the following restrictions and conditions apply specifically to your use of content on the VocSoft Web site.

A. The content on the VocSoft Web site, except all User Submissions (Resumes, Cover Letters, and Job Journals), including without limitation, the text, software, scripts, graphics, photos, videos, interactive features and the like ("Content") and the trademarks, service marks and logos contained therein ("Marks"), are owned by or licensed to VocSoft, subject to copyright and other intellectual property rights under the law. Content on the Web site is provided to you AS IS for your information and personal use only and may not be downloaded, copied, reproduced, distributed, transmitted, broadcast, displayed, sold, licensed, or otherwise exploited for any other purposes whatsoever without the prior written consent of the respective owners. VocSoft reserves all rights not expressly granted in and to the Web site and the Content.

B. You may access VocSoft Content, only as permitted under this Agreement. VocSoft reserves all rights not expressly granted in and to the VocSoft Content and the VocSoft Service.

C. You agree to not engage in the use, copying, or distribution of any of the Content other than expressly permitted herein.

D. You agree not to circumvent, disable or otherwise interfere with security-related features of the VocSoft Web site or features that prevent or restrict use or copying of any Content or enforce limitations on use of the VocSoft Web site or the Content therein.

Our Use of "Cookies" "Cookies" are small files of data that reside on your computer and allow us to recognize you as a VocSoft customer if you return to the VocSoft site using the same computer and browser. We may use cookies to track your use of our site for the purpose of improving our site and making it easier to navigate.

A. VocSoft will terminate a User's access to its Web site if, under appropriate circumstances, they are determined to be a repeat infringer.

YOU AGREE THAT YOUR USE OF THE VocSoft Web site SHALL BE AT YOUR SOLE RISK. TO THE FULLEST EXTENT PERMITTED BY LAW, VOCSOFT, ITS OFFICERS, DIRECTORS, EMPLOYEES, AND AGENTS DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, IN CONNECTION WITH THE Web site AND YOUR USE THEREOF. VOCSOFT MAKES NO WARRANTIES OR REPRESENTATIONS ABOUT THE ACCURACY OR COMPLETENESS OF THIS SITE'S CONTENT OR THE CONTENT OF ANY SITES LINKED TO THIS SITE AND ASSUMES NO LIABILITY OR RESPONSIBILITY FOR ANY (I) ERRORS, MISTAKES, OR INACCURACIES OF CONTENT, (II) PERSONAL INJURY OR PROPERTY DAMAGE, OF ANY NATURE WHATSOEVER, RESULTING FROM YOUR ACCESS TO AND USE OF OUR Web site, (III) ANY UNAUTHORIZED ACCESS TO OR USE OF OUR SECURE SERVERS AND/OR ANY AND ALL PERSONAL INFORMATION AND/OR FINANCIAL INFORMATION STORED THEREIN, (IV) ANY INTERRUPTION OR CESSATION OF TRANSMISSION TO OR FROM OUR Web site, (IV) ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE WHICH MAY BE TRANSMITTED TO OR THROUGH OUR Web site BY ANY THIRD PARTY, AND/OR (V) ANY ERRORS OR OMISSIONS IN ANY CONTENT OR FOR ANY LOSS OR DAMAGE OF ANY KIND INCURRED AS A RESULT OF THE USE OF ANY CONTENT POSTED, EMAILED, TRANSMITTED, OR OTHERWISE MADE AVAILABLE VIA THE VOCSOFT Web site. VOCSOFT DOES NOT WARRANT, ENDORSE, GUARANTEE, OR ASSUME RESPONSIBILITY FOR ANY PRODUCT OR SERVICE ADVERTISED OR OFFERED BY A THIRD PARTY THROUGH THE VOCSOFT Web site OR ANY HYPERLINKED Web site OR FEATURED IN ANY BANNER OR OTHER ADVERTISING, AND VOCSOFT WILL NOT BE A PARTY TO OR IN ANY WAY BE RESPONSIBLE FOR MONITORING ANY TRANSACTION BETWEEN YOU AND THIRD-PARTY PROVIDERS OF PRODUCTS OR SERVICES. AS WITH THE PURCHASE OF A PRODUCT OR SERVICE THROUGH ANY MEDIUM OR IN ANY ENVIRONMENT, YOU SHOULD USE YOUR BEST JUDGMENT AND EXERCISE CAUTION WHERE APPROPRIATE.

IN NO EVENT SHALL VOCSOFT, ITS OFFICERS, DIRECTORS, EMPLOYEES, OR AGENTS, BE LIABLE TO YOU FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES WHATSOEVER RESULTING FROM ANY (I) ERRORS, MISTAKES, OR INACCURACIES OF CONTENT, (II) PERSONAL INJURY OR PROPERTY DAMAGE, OF ANY NATURE WHATSOEVER, RESULTING FROM YOUR ACCESS TO AND USE OF OUR Web site, (III) ANY UNAUTHORIZED ACCESS TO OR USE OF OUR SECURE SERVERS AND/OR ANY AND ALL PERSONAL INFORMATION AND/OR FINANCIAL INFORMATION STORED THEREIN, (IV) ANY INTERRUPTION OR CESSATION OF TRANSMISSION TO OR FROM OUR Web site, (IV) ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE, WHICH MAY BE TRANSMITTED TO OR THROUGH OUR Web site BY ANY THIRD PARTY, AND/OR (V) ANY ERRORS OR OMISSIONS IN ANY CONTENT OR FOR ANY LOSS OR DAMAGE OF ANY KIND INCURRED AS A RESULT OF YOUR USE OF ANY CONTENT POSTED, EMAILED, TRANSMITTED, OR OTHERWISE MADE AVAILABLE VIA THE VOCSOFT Web site, WHETHER BASED ON WARRANTY, CONTRACT, TORT, OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT THE COMPANY IS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE FOREGOING LIMITATION OF LIABILITY SHALL APPLY TO THE FULLEST EXTENT PERMITTED BY LAW IN THE APPLICABLE JURISDICTION. YOU SPECIFICALLY ACKNOWLEDGE THAT VOCSOFT SHALL NOT BE LIABLE FOR THE DEFAMATORY, OFFENSIVE, OR ILLEGAL CONDUCT OF ANY THIRD PARTY AND THAT THE RISK OF HARM OR DAMAGE FROM THE FOREGOING RESTS ENTIRELY WITH YOU. The Web site is controlled and offered by VocSoft from its facilities in California in the United States of America. VocSoft makes no representations that the VocSoft Web site is appropriate or available for use in other locations. Those who access or use the VocSoft Web site from other jurisdictions do so at their own volition and are responsible for compliance with local law.

You agree to defend, indemnify and hold harmless VocSoft, its parent corporation, officers, directors, employees and agents, from and against any and all claims, damages, obligations, losses, liabilities, costs or debt, and expenses (including but not limited to attorney's fees) arising from: (I) your use of and access to the VocSoft Web site; (ii) your violation of any term of these Terms of Service; (iii) your violation of any third party right, including without limitation any copyright, property, or privacy right; or (iv) any claim that one of your User Submissions caused damage to a third party. This defense and indemnification obligation will survive these Terms of Service and your use of the VocSoft Web site.

You affirm that you are either more than 18 years of age, or an emancipated minor, or possess legal parental or guardian consent, and are fully able and competent to enter into the terms, conditions, obligations, affirmations, representations, and warranties set forth in these Terms of Service, and to abide by and comply with these Terms of Service. In any case, you affirm that you are over the age of 13, as the VocSoft Web site is not intended for children under 13. If you are under 13 years of age, then please do not use the VocSoft Web site. There are lots of other great web sites for you. Talk to your parents about what sites are appropriate for you.

These Terms of Service, and any rights and licenses granted hereunder, may not be transferred or assigned by you, but may be assigned by VocSoft without restriction.

You agree that: (I) the VocSoft Web site shall be deemed based in California; and (ii) the VocSoft Web site shall be deemed a passive Web site that does not give rise to personal jurisdiction over VocSoft, either specific or general, in jurisdictions other than California, United States. These Terms of Service shall be governed by the internal substantive laws of the State of California, without respect to its conflict of laws principles. Any claim or dispute between you and VocSoft that arises in whole or in part from the VocSoft Web site shall be decided exclusively by a court of competent jurisdiction located in Riverside County, California, United States. These Terms of Service, together with the Privacy Notice at http://www.vocsoft.com/privacy.html and any other legal notices published by VocSoft on the Web site, shall constitute the entire agreement between you and VocSoft concerning the VocSoft Web site. If any provision of these Terms of Service is deemed invalid by a court of competent jurisdiction, the invalidity of such provision shall not affect the validity of the remaining provisions of these Terms of Service, which shall remain in full force and effect. No waiver of any term of this these Terms of Service shall be deemed a further or continuing waiver of such term or any other term, and VocSoft's failure to assert any right or provision under these Terms of Service shall not constitute a waiver of such right or provision. VocSoft reserves the right to amend these Terms of Service at any time and without notice, and it is your responsibility to review these Terms of Service for any changes. Your use of the VocSoft Web site following any amendment of these Terms of Service will signify your assent to and acceptance of its revised terms. YOU AND VOCSOFT AGREE THAT ANY CAUSE OF ACTION ARISING OUT OF OR RELATED TO THE VOCSOFT Web site MUST COMMENCE WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES. OTHERWISE, SUCH CAUSE OF ACTION IS PERMANENTLY BARRED.