The following sets forth Audrey Golden Associates Ltd.’s (“AGA’s”) terms and conditions of use (“Terms”) under which you may use www.AudreyGoldenAssoc.com (the “Website”).  These Terms include our Privacy Policy, which is incorporated herein by reference.  By using the Website, you are indicating your agreement to these Terms, including our Privacy Policy.  Please read this page carefully.  If you do not accept the terms contained herein, do not use the Website and the web based services provided by AGA.

Conditions of Eligibility-
You must be 18 years of age or older to visit or use the Website in any way.  By visiting the Website or accepting the Terms hereof, you represent and warrant to AGA that you are 18 years of age or older, and that you have the right, authority and capacity to agree to and abide by these Terms.  You also represent and warrant to AGA that you will use the Website in a manner consistent with any and all applicable laws and regulations.

Registration-
Upon registration for the Website, you will be asked to provide AGA with certain information including, without limitation, a valid email address.  In addition to the terms and conditions that may be set forth in our Privacy Policy, you understand and agree that AGA may disclose to third parties certain information contained in your profile, subject to the confidentially policies described in the Website.  AGA reserves the right to offer third party services and products to you based on the preferences that you identify in your registration and at any time thereafter. Please see AGA’s Privacy Policy for further details regarding the treatment of your private information.

Restrictions on Use-

1. Users shall not use the Website (i) to resell or assign rights in or to any materials compiled therein, (ii) in violation of any applicable law or regulation, (iii) in a manner that will infringe the copyright, trademark, trade secret or other intellectual property rights of others or violate the privacy, publicity or other personal rights of others, or (iv) that is defamatory, obscene, threatening, abusive or hateful.
2. The Website may be used only for lawful purposes by individuals seeking employment and career information and employers seeking employees.
3. Notwithstanding anything contained herein to the contrary, users agree not to use the Website for any of the following purposes:
   1. posting any incomplete, false or inaccurate information about oneself, your organization, and/or your postings;
   2. if you have a password, allowing access to a non-public area of this Website, disclosing to or sharing your password with any third parties or using your password for any unauthorized purpose, or deleting or otherwise revising any material posted by any other person;
   3. taking any action that imposes an unreasonable or disproportionately large load on AGA’s infrastructure;
   4. notwithstanding anything to the contrary contained herein, using (or attempting to use) any engine, software tool, agent, or other device or mechanism (including without limitation browsers, spiders, robots, avatars, or intelligent agents) to navigate or search AGA other than the search engine and search agents available from AGA on the site and other than generally available third party web browsers (e.g., Netscape Navigator, Microsoft Explorer, etc.);
   5. accessing data not intended for you or logging into a server or account that you are not authorized to access;
   6. probing, scanning, or testing the vulnerability of a system or network or to breach security or authentication measures without proper authorization;
   7. forging any TCP/IP packet header or any part of the header information in any e-mail or newsgroup posting;
   8. if you have a password, allowing any other person to access a non-public area of this site, disclosing to or sharing your password with any third parties or using your password for any unauthorized purpose;
   9. attempting to decipher, decompile, disassemble or reverse engineer any of the software comprising or in any way making up a part of this Website;
   10. aggregating, copying or duplicating in any manner any of the materials or information available from the Website;
   11. attempting to interfere with service to any user, host or network, including, without limitation, via means of submitting a virus to the Website, overloading, “flooding”, “spamming”, “mail bombing” or “crashing”;
   12. compiling information for commercial recruitment, executive search, staffing, outsourced employment or any other professional employment or recruitment activity; or
   13. framing of or linking to any of the materials or information available from the Website.

Job Postings-
AGA agrees to use its best efforts to update all job postings displayed on the Website; provided, however, that certain job posting may no longer be open at the time a user may choose to submit his/her candidacy to a potential employer.  Given the foregoing, the inclusion of job postings on the Website does not guarantee that a job posting exists at a date later than the initial posted date.  

 AGA assumes no liability for the quality of jobs posted on its website, or whether or not employers are actually able to hire a candidate in response to a given job listing.

Proprietary Information-
The contents of this Website, such as any AGA logo, trademarks and service marks, text, graphics, images, logos, button icons, software and other items and product and service names (collectively referred to herein as the “Proprietary Information”) are protected under United States and foreign copyright, trademark and other laws.  All Proprietary Information is the property of AGA.  The collection, arrangement and assembly of all content on this Website are the exclusive property of AGA and protected by U.S. and international copyright laws.  Unauthorized use of Proprietary Information may violate copyright, trademark, and other laws.  You must retain all copyright, trademarks, service-mark and other proprietary notices contained in the original Proprietary Information on any copy you make of the Proprietary Information.  You may not sell or modify the Proprietary Information or reproduce, display, publicly perform, distribute, or otherwise use the Proprietary Information in any way for any public or commercial purpose.  The use of the Proprietary Information on any other website or in a networked computer environment for any purpose is prohibited. You shall not copy or adapt the HTML code that AGA creates to generate its pages.

Lawful Use-
This Website may be used only for lawful purposes by individuals seeking employment and career information and employers seeking employees.  As one of the conditions of your use of this Website, you represent, warrant, and agree that you will not use (or plan, encourage, or help others to use) this Website for any purpose or in any manner that is prohibited by these terms, conditions and notices or by applicable law (including but not limited to any applicable export controls). It is your responsibility to ensure that your use of this Website complies with these terms and conditions and to seek prior written consent from AGA for any uses not permitted or not expressly specified herein.

Non-Waiver-
The failure of AGA to exercise or enforce any right or provision of these Terms shall not constitute a waiver of such rights or provisions.  If any provision of the Terms is found by a court of competent jurisdiction to be invalid, the parties nevertheless agree that the court should endeavor to give effect to the parties’ intentions as reflected in the provision, and the other provisions of the Terms shall remain in full force and effect.  You agree that regardless of any statute or law to the contrary, any claim or cause of action arising out of or related to use of AGA’s services or the Terms that you may have must be filed within one (1) year after such claim or cause of action arose or be forever barred.

Limitation of Liability-
As a condition to your use of this site, you release AGA from claims, demands and damages (actual and consequential, direct and indirect) 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.  The use of the Website and materials therein is at your own risk.  

Changes are periodically made to the Website and may be made at any time.  You acknowledge and agree that you are solely responsible for the content and accuracy of any resume and other documents contained therein placed by you on the Website. 

AGA does not warrant that the Website will operate error-free or that the Website and its server are free of computer viruses or other harmful mechanisms. If your use of the Website or the materials therein results in the need for servicing or replacing equipment or data, AGA is not responsible for those costs. The website and materials therein are provided on an “AS IS” basis without any warranties of any kind. AGA, to the fullest extent permitted by law, disclaims all warranties, whether express or implied, including the warranty of merchantability, fitness for particular purpose and non-infringement. AGA makes no warranties about the accuracy, reliability, completeness, or timeliness of the material, services, software, text graphics, and links.

In no event shall AGA, or any third parties mentioned on the website be liable for any damages whatsoever (including, without limitation, incidental and consequential damages, lost profits, or damages resulting from lost data or business interruption) resulting from the use or inability to use the website and the materials therein, whether based on warranty, contract, tort, or any other legal theory, and whether or not AGA is advised of the possibility of such damages.

Links to Other Sites-
The Website may contain links to third party websites. These links are provided solely as a convenience to you and not as an endorsement by AGA of the contents on such third-party websites. AGA is not responsible for the content of linked third-party sites and does not make any representations regarding the content or accuracy of materials on such third party websites.  If you decide to access linked third-party websites, you do so at your own risk.

Termination-
AGA reserves the right, at its sole discretion, to pursue all of its legal remedies, including but not limited to immediate termination of your registration with or ability to access the Website and/or any other services provided to you by AGA, upon any breach by you of these Terms or if AGA is unable to verify or authenticate any information you submit to the Website registration with or ability to access the Website.

Employer Agreement Controls-
Notwithstanding anything contained herein to the contrary, any terms or conditions set forth under these Terms which are in conflict with or inconsistent with the terms or conditions set forth under any fee agreement executed in writing by and between AGA and an employer shall be controlled by such fee agreement.

Miscellaneous-
These Terms are governed by the substantive laws of the State of New York, without respect to its conflict of laws principles.  Jurisdiction for any claims arising under this agreement shall lie exclusively with the state or federal courts within New York County, New York.  If any provision of these Terms is found to be invalid by any court having competent jurisdiction, the invalidity of such provision shall not affect the validity of the remaining provisions of these Terms, which shall remain in full force and effect.  No waiver of any provision of these Terms shall be deemed a further or continuing waiver of such provision or any other provision.  The Terms constitute the entire agreement between you and AGA and governs your use of the Website, unless otherwise agreed to in writing or elsewhere contained in the Website.