SUBSCRIPTION TERMS & CONDITIONS

1. Services.

a. The features included in the Account, in addition to setup and support are the ("Services"). GreenTomato may at its sole discretion, enhance and/or expand the features of the Services from time to time at no additional cost to Subscriber ("No-Cost Features"). GreenTomato may also expand or enhance the Services by providing additional features which may, but are not required to be added by Subscriber to this Agreement at additional cost ("Cost Features"). GreenTomato may, upon 30 days notice or at the end of the then-current (Initial or Renewal) Term, whichever is later, adjust the fees paid by Subscriber for the Services, provided that Subscriber shall have the option, within 15 days of receiving such notice from GreenTomato, to initiate a change in the quantity and/or type or features of the Service by initiating a mutually agreeable written amendment to this Agreement, or terminate this Agreement by providing written notice to GreenTomato effective at the end of the then current Initial or Renewal Term.

b. For the fees stated on the first section of this Agreement, GreenTomato will use commercially reasonable efforts to provide the Services.

2. Payment and Amendments.

a. Accounts will not be activated or reactivated without prior payment.

b. All Subscription renewal fees are due on or before the due date of the renewing account.

c. Incomplete, incorrect or questionable signup information can result in an account NOT being activated. Some accounts may be placed on hold for up to 72 hours, pending review of information received.

d. Any losses or expenses experienced by the Customer, due to actions taken by GreenTomato in response to Customer non-payment, are not the responsibility of GreenTomato

e. Overage Fees are invoiced at the Account termination. Any undisputed payment not received when due will bear interest at the lower of 1.5% per month or the highest rate permitted by law and GreenTomato, may suspend the Services, if Subscriber´s payment of undisputed fees is ten (10) or more business days delinquent. Additionally, GreenTomato is entitled to recover any sums expended in connection with the collection of undisputed sums not paid when due, including reasonable attorneys" fees.

f. GreenTomato´s preferred method of payment is credit card.

g. You grant GreenTomato permission to charge your credit card for any and all services you request, including, but not limited to, Subscription, Overage fees and/or renewals.

h. If we are unable to process a payment for your Subscription plan by its due date, your account will be cancelled for non-payment and you will not be able to access your Account.

i. If an account has been suspended for non-payment, it will only be reactivated upon payment of all overdue fees.

j. If we make any refunds due to charges you dispute with your credit card company, we will cancel your account. The cancelled account will only be reactivated once all disputed/refunded fees are resolved satisfactorily, and we receive payment for any and all administrative fees incurred by GreenTomato as a result of your dispute or charge-back request. We cannot guarantee any files will be available upon reactivation.

k. It is a violation of this Agreement for you to misuse or fraudulently use credit cards, charge cards, electronic funds transfers, and/or electronic checks. A determination of such misuse or fraudulent use shall be in our sole discretion. Further, we may report all such misuses and fraudulent uses (as determined by us in our sole discretion) to appropriate government authorities, credit reporting services, financial institutions and credit card companies. In these situations, you shall have waived any and all rights to privacy.

l. No amendment or modification to this Agreement will be binding unless in writing and signed by a duly authorized representative of both parties.

3. Term and Termination

a. The Initial Term of this Agreement will be for two (2) months from the date that the Account is activated. Renewal Terms can be initiated at the end of the preceding (Initial or Renewal) Term. The following provisions will survive the expiration or termination of this Agreement: Sections 3 (as to amounts due and owing as of the Agreement´s expiration or termination date), 4, 5, 6, 7, 8, and 9.

b. You are free to cancel your account at any time. Similarly, we reserve the right to cancel any account at any time, for any reason, including, but not limited to, a breach of this Agreement or the TOU.

c. Fees for Subscriptions and services are non-refundable, unless there is an express money-back guarantee.

d. If your account is cancelled for any reason, we may, in our sole discretion, refund none, some or all of the payment remitted prior to cancellation. In most cases, we will process refunds using the same form of payment that was originally used to pay for the service being refunded. If we are not able to do so, we will issue the refund in the form of a check.

e. You have thirty (30) days to dispute any charge or payment processed by GreenTomato. If you have a question concerning a charge you believe is incorrect, please contact us at billing@GreenTomato.com.

4. Use of Subscriber Name.

Subscriber agrees that GreenTomato may use Subscriber´s name and logo to identify Subscriber as a customer of GreenTomato on GreenTomato´s website, and as a part of a general list of GreenTomato customers for use and reference in GreenTomato, promotional and marketing literature. Additionally, Subscriber agrees that GreenTomato may issue a press release identifying Subscriber as a GreenTomato customer and describing Subscriber´s intended utilization and the benefits that Subscriber expects to receive from use of GreenTomato services. The content of any press release identifying Subscriber as a customer of GreenTomato will be subject to Subscriber´s prior approval which will not be unreasonably withheld.

5. Responsibility for Content of Communications on Subscriber´s Account.

Subscriber agrees that Subscriber is solely responsible for the content of all visual, written or audible communications using Subscriber´s Account. Subscriber agrees that Subscriber will not use Services to send unsolicited mass mailings. Subscriber further agrees not to use GreenTomato Services to communicate any message or material that is harassing, libelous, threatening, and obscene, would violate the intellectual property rights of any party or is otherwise unlawful, that would give rise to civil liability, or that constitutes or encourages conduct that could constitute a criminal offense, under any applicable law or regulation. Although GreenTomato is not responsible for any such communications, GreenTomato may suspend any such communications of which GreenTomato is made aware of, at any time, and provide prompt notice to Subscriber.

6. Indemnification by Subscriber.

Subscriber agrees to indemnify, defend and hold harmless GreenTomato, its affiliates, officers, directors, employees, consultants and agents from any and all third party claims, liability, damages and/or costs (including, but not limited to, attorneys" fees) arising from Subscriber´s use of GreenTomato´s services, Subscriber´s violation of this Agreement or Subscriber´s infringement, or infringement by any other user of Subscriber´s Account, of any intellectual property or other right of any person or entity

7. Limited Warranty.

SUBSCRIBER UNDERSTANDS AND AGREES THAT GREENTOMATO´S SERVICES, AND GREENTOMATO SOFTWARE, ARE PROVIDED "AS IS" AND "AS AVAILABLE." GREENTOMATO EXPRESSLY DISCLAIMS ALL WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT. GREENTOMATO MAKES NO WARRANTY OR REPRESENTATION REGARDING GREENTOMATO´S SERVICES, ANY INFORMATION, MATERIALS, GOODS OR SERVICES OBTAINED THROUGH GREENTOMATO´S SERVICES OR WEBSITE, OR THAT GREENTOMATO´S SERVICES WILL MEET ANY SUBSCRIBER REQUIREMENTS, OR BE UNINTERRUPTED, TIMELY, SECURE OR ERROR FREE. USE OF GREENTOMATO´S SERVICES AND WEBSITE ARE AT SUBSCRIBER´S SOLE RISK. SUBSCRIBER WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO SUBSCRIBER RESULTING FROM THE USE OF SUCH SERVICES OR WEBSITE. Because some states and jurisdictions do not allow limitations on implied warranties, the above limitation may not apply to Subscriber. In that event, such warranties are limited to the minimum warranty period allowed by the applicable law.

8. Limitation of Liability.

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL GREENTOMATO ITS SUPPLIERS OR AFFILIATES BE LIABLE FOR ANY SPECIAL, INCIDENTAL, INDIRECT, SPECIAL, EXEMPLARY OR CONSEQUENTIAL DAMAGES WHATSOEVER (INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF BUSINESS PROFITS, BUSINESS INTERRUPTION, LOSS OF BUSINESS INFORMATION, OR ANY OTHER PECUNIARY LOSS) ARISING OUT OF, OR RESULTING FROM, (I) THE USE OF OR INABILITY TO USE THE GREENTOMATO SERVICES, WEBSITE, OR GREENTOMATO SOFTWARE, OR (II) THE PROVISION OF OR FAILURE TO PROVIDE SUPPORT SERVICES, OR (III) THE ACQUISITION OF ANY GOODS OR SERVICES PURCHASED OR OBTAINED THROUGH GREENTOMATO´S SERVICES OR WEBSITE, OR (IV) MESSAGES RECEIVED OR TRANSACTIONS ENTERED INTO THROUGH GREENTOMATO´S SERVICES OR WEBSITE, (V) UNAUTHORIZED ACCESS TO OR ALTERATION OF USER´S TRANSMISSIONS OR DATA, (VI) THE PROCUREMENT OF SUBSTITUTE GOODS AND SERVICES, WHETHER ARISING IN TORT (INCLUDING NEGLIGENCE), CONTRACT OR ANY OTHER LEGAL THEORY, EVEN IF GREENTOMATO HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN ANY CASE, GREENTOMATO´S MAXIMUM CUMULATIVE LIABILITY AND SUBSCRIBER´S EXCLUSIVE REMEDY FOR ANY CLAIMS ARISING OUT OF OR RELATED TO THIS AGREEMENT WILL BE LIMITED TO THE AMOUNT ACTUALLY PAID BY SUBSCRIBER FOR THE SUBSCRIPTION SERVICES IN THE PREVIOUS 12 MONTHS. Because some states and jurisdictions do not allow limitation of liability in certain instances, portions of the above limitation may not apply to Subscriber.

9. General.

a. Neither party may assign or delegate their respective obligations under this Agreement either in whole or in part, without the prior written consent of the other party. Notwithstanding the foregoing, either party may assign their respective obligation in whole to a successor in interest which results from the sale of all or substantially all of the assets of the assigning party, provided that either party may terminate this agreement upon 10 days notice, if the assignee can be reasonably considered a competitor of the non-assigning party. This Agreement will be governed by and construed in accordance with the laws of the United States and the State of California as applied to agreements entered into and to be performed entirely within California between California residents. The parties hereby submit to the jurisdiction of, and waive any venue objections against state and federal courts in Santa Clara County, California in any litigation arising out of the Agreement. This Agreement will be interpreted fairly in accordance with its terms and without any strict construction in favor of or against either party. This Agreement, including all Attachments, constitutes the entire agreement between the parties with respect to the subject matter hereof, and supersedes and replaces all prior or contemporaneous understandings or agreements, written or oral, regarding such subject matter. No amendment to or modification of this Agreement will be binding unless in writing and signed by a duly authorized representative of both parties.

b. Neither party will be responsible for failure of performance due to causes beyond its control. Such causes include (without limitation) accidents, acts of God, labor disputes, actions of any government agency, shortage of materials, or the stability or availability of the internet, or portion thereof.

c. The waiver of any one breach, default or right granted under this Agreement will not constitute the waiver of any subsequent breach, default or right granted. Any provision of this Agreement held to be illegal or unenforceable will be deemed amended to conform to applicable laws or regulations, or if it cannot be so amended without materially altering the intention of the parties, it will be stricken and the remainder of this Agreement will continue in full force and effect.

d. Other than using the Services for prescreening candidates, and as permitted under the terms and conditions of this Agreement or other written agreements between Subscriber and GreenTomato, Subscriber may not resell, copy, distribute, make any commercial use of, use on a timeshare or service bureau basis, or use to operate a web-site or otherwise generate income from the Services.

e. Subscriber acknowledges that the Services are subject to U.S. export control laws and regulations. Subscriber represents that it is not a citizen of an embargoed country or prohibited end user under applicable U.S. export and anti-terrorism laws, regulations and lists. Subscriber will not use, export or allow a third party to use or export the Services in any manner that would violate applicable law, including but not limited to applicable export control laws and regulations.