MEDZILLA USER AGREEMENT

This User Agreement ("Agreement") sets forth the terms and conditions under which You may access and use MedZilla.com (the "Website"), including any information or materials (the "Materials") and any services ("Services") provided on or through the Website.

Carefully read the following terms and conditions. By submitting information or materials or otherwise accessing or using (collectively, "using") the Website, You agree to be bound and to abide by the terms and conditions of this Agreement. If You do not agree to these terms and conditions, You may not use the Website. Medzilla may amend this Agreement as provided in Section 17.10 (Amendments).

1. Eligibility. This Website may only be used by individuals who or organizations that can form legally binding contracts under applicable law and are: (a) Job Seekers, (b) Employers, (c) Recruiting Agencies, or (d) Recruiters. If You are an Employer or Recruiting Agency, You represent and warrant that You have authorized the person accepting this Agreement to do so on Your behalf and that each of Your Recruiters also agrees to be bound by the terms and conditions of this Agreement. Medzilla reserves the right to refuse to enter into this User Agreement with anyone and to refuse the use of the Website to anyone.

2. Certain Definitions.

2.1"Medzilla" means Medzilla, Inc., a corporation organized and existing under the laws of the State of Washington.

2.2"You" means the person using the Website on his or her own behalf (in the case of a Job Seeker), the organization or company for which the Website is used (in the case of an Employer or Recruiting Agency), or the person using the Website on behalf of an Employer or Recruiting Agency (in the case of a Recruiter).

2.3"Job Seeker" means an individual natural person who is using the Website on his or her own behalf solely for the purposes of reviewing available positions, applying for a position, or submitting a resume or other application materials ("Resume Materials").

2.4"Employer" means a company or organization that is using the Website solely for the purposes of advertising, submitting descriptions for employment positions available directly with such company or organization, or reviewing Resume Materials applicable to specific employment position(s) available directly with such company or organization.

2.5"Recruiting Agency" means a company, organization, or sole proprietor that is (a) using the Website solely for the purposes of advertising, submitting descriptions for available employment positions, and reviewing Resume Materials applicable to a specific open position, and (b) does not (and will not) provide resumes or job candidate materials in any database accessible by anyone who is not directly employed by the Recruiting Agency, and includes any recruitment or executive search organization, advertising agency, or individual Recruiter who is using the Website on his or her own behalf (i.e., not on behalf of another Recruiting Agency).

2.6"Recruiter" means an individual natural person who (a) interacts, solely via telephone or face to face, with hiring managers and job candidates in order to facilitate the hiring process, and (b) is authorized by an Employer or Recruiting Agency that has agreed to the terms of this User Agreement and any applicable supplemental terms (the "Supplemental Terms") to use the Website on behalf of that Employer or Recruiting Agency.

2.7"Hiring Manager" means the individual natural person to whom the position reports or who recommends making the decision to hire.

3. Licenses

3.1 Job Seekers. If You are a Job Seeker, subject to the terms and conditions of this Agreement, Medzilla grants You a nonexclusive, nontransferable, limited, personal license to reproduce (to the extent necessary to view, print, and download) the Website Materials made available to You by Medzilla solely for personal, noncommercial use.

3.2 Recruiting. If You are an Employer or Recruiting Agency, subject to the terms and conditions of this Agreement, Medzilla grants You a nonexclusive, nontransferable, limited, personal license to reproduce (to the extent necessary to view, print, and download) the Website Materials made available to You by Medzilla solely for the purposes of advertising, submitting descriptions for available employment positions, and reviewing Resume Materials applicable to a specific position.

3.3 Restrictions. Except as expressly provided in this Agreement, any use of the Website (including any Materials) is prohibited without the express written permission of Medzilla. Except as expressly provided in this Agreement, You may not (and You agree You will not allow others to) reproduce, distribute, create derivative works of, publicly display, or publicly perform any Materials on the Website (including the html code on the Website). You will not attempt to circumvent any access control measures to the Website (or any part thereof). Each licensee is permitted to view/download 150 resumes per month.

3.4 Navigation/Search Engines. You may use the Website only through generally available third-party web browsers (e.g., Netscape Navigator, Microsoft Internet Explorer, and Opera). The Website contains robot exclusion headers. Much of the information on the Website is updated on a real-time basis and is proprietary or is licensed to Medzilla by its users or third parties. You agree that You will not use or attempt to use, and that You will cause all persons under Your control not to use or attempt to use, any robot, spider, scraper or other automated means to use the Website for any purpose without express written permission. Notwithstanding the foregoing sentence (and subject to Medzilla’s right to modify the following list at any time, with or without notice), the following search engines are hereby authorized to index the public areas of the Website: Google, Altavista, Yahoo, Hotbot, Lycos, and AskJeeves.

4. Ownership. The Website Materials are protected by United States copyright laws and international treaty provisions. Medzilla and its suppliers own and retain all right, title, and interest in and to the Website, including all copyrights, patents, trade secret rights, trademarks (including service marks and logos), and other intellectual property rights therein. The rights granted in Section 3 do not transfer to You any title to the intellectual property in the Website, and You will not acquire any rights to the Website except as expressly set forth in this Agreement.

5. Services and Fees

5.1 Job Seekers. If You are a Job Seeker, You may use the Website without payment of a fee.

5.2 Employer or Recruiting Agency. If You are an Employer or Recruiting Agency, You will pay fees for the Services as provided in this Section 5.2. Unless otherwise agreed in writing by You and Medzilla:

(a) Fees and Payment. You will pay accrued fees based on (i) the enrollment form or order executed by You and Medzilla (the "Order", which is incorporated into this Agreement) or (ii) Medzilla’s then-current fees (for those fees not included in the Order), as well as any applicable taxes for any Services provided. If You use any Service in excess of what is provided in Your Order, Medzilla’s then-current fees will apply to the excess use of that Service. Fees that have not been agreed upon between You and Medzilla in an Order are subject to change without notice. Fees for job posting and advertising (as provided in Section 6) and Resume Database access (as provided in Section 7) will renew automatically each month unless either party informs the other party at least seven days before the end of the then-current billing cycle (as described in the Supplemental Terms or the Order) of such party’s intent not to renew such Services.

(b) Payment and Late Fees. At the end of each billing cycle, Medzilla will send You an invoice of accrued fees and You will pay the amount of the invoice within thirty (30) days’ receipt of same. Any amounts not paid when due will accrue a late fee at a daily rate equivalent to 1.5% per month or the highest rate allowed by law. You agree that You will pay any such late fee as well as any costs incurred by Medzilla for collection of any amounts not paid when due.

5.3 Service Changes. Medzilla may in its sole discretion change some or all of its Services at any time. In the event Medzilla introduces a new service, any applicable fees for that service are effective as of the launch of the service.

6. Job Posting and Advertising. If You are an Employer or Recruiting Agency, subject to the terms and conditions of this Agreement:

6.1 Job Posting. Requested job postings must be submitted to Medzilla either through the Medzilla web form, or, subject to Medzilla’s written consent: via email, through electronic batch transfer, or through Your website. Medzilla may accept or reject any requested job posting.

6.2 Advertising. You may submit requests to Medzilla to advertise on the Website. If such request is accepted by Medzilla, You will be informed by email when Your advertising is scheduled to begin (usually within two days of the email). Advertising runs may not be cancelled once scheduled. For advertising requests and questions (including advertisement guidelines and size specifications), please call (360) 657 5681, 8:30 AM-5:30 PM, PST.

7. Resume Database.

7.1 Use. Subject to the terms and conditions of this Agreement (including the payment provisions of Section 5 (Services and Fees)), Medzilla grants You a nonexclusive, nontransferable, limited, personal license to use the Website’s database of resumes and application information which is part of the Website (the "Resume Database") solely for the purpose of evaluating candidates for currently open positions.

7.2 Restrictions. You acknowledge that the Materials in the Resume Database (and any part thereof) represent confidential information of Medzilla and its suppliers ("Confidential Information"). You will (a) use any Confidential Information only for the purposes expressly permitted in this Agreement and (b) not disclose the Confidential Information to any person other than potential employers or hiring managers for whom You are recruiting potential employees. Within six (6) months following the expiration or termination of this Agreement, You must immediately return or destroy all copies of Confidential Information and, upon request of Medzilla, certify same.

7.3 Liquidated Damages. You agree that damages for breach of this Section 7 may be difficult to ascertain. If You breach this Section 7, You agree to pay MedZilla the liquidated damages described in the Supplemental Terms. You agree that the aforesaid remedy is a reasonable amount of liquidated damages for such a breach considering all of the circumstances existing at the time this Agreement is entered into, including the relationship of the value of the liquidated damages to the range of harm to the parties. Said liquidated damages include attorneys’ fees incurred in connection with the breach and other costs and damages incurred by MedZilla as a result of such breach, all as expressly stipulated and agreed between the parties in a bona fide attempt to liquidate and settle upon such actual damages. ANY ACTION BY MEDZILLA TO ENFORCE THE LIQUIDATED DAMAGES PROVISION IN THIS SECTION 7.3 SHALL NOT LIMIT OR BE DEEMED A WAIVER OF MEDZILLA'S RIGHT TO PURSUE, AT MEDZILLA'S SOLE DISCRETION, OTHER REMEDIES FOR BREACH OF THIS AGREEMENT, INCLUDING, BUT NOT LIMITED TO, THOSE REMEDIES IDENTIFIED IN SECTION 11.4 OF THIS AGREEMENT.

8. Passwords. You may use the Resume Database and the rest of the Website only through the use of the user names and passwords issued to You by Medzilla. You will, and You will ensure that each person accessing the Resume Database on Your behalf will, access the Resume Database with a unique user name and password. In other words, each Recruiter must have a separate and unique user name and password to access the Resume Database. If You are a Recruiter, You will not share any user name and password with any other person or entity (including other Recruiters working on behalf of the same Employer or Recruiting Agency). You will be solely responsible for maintaining the security of the user names and passwords issued to You. You will notify Medzilla immediately of any circumstance that may require cancellation of a user name and password (e.g., compromise of Your security, or if a Recruiter is no longer working on Your behalf). Medzilla reserves the right to cancel a user name and password and to change issued user names and passwords and login processes. You will not attempt to access or use any other user’s password.

9.Submitted Information

9.1 Definition. "Submitted Information" means any information or materials You provide to Medzilla or other users through the Website (including any public message area or through any email feature). You are solely responsible for Your Submitted Information.

9.2 Restrictions. You warrant that Your Submitted Information and Your activities on the Website shall not: (a) be false, inaccurate or misleading; (b) infringe any third party's copyright, patent, trademark, trade secret or other proprietary rights or rights of publicity or privacy; (c) violate any law, statute, ordinance or regulation (including those governing unfair competition, discrimination, or false advertising); (d) be defamatory, trade libelous, unlawfully threatening or unlawfully harassing; (e) be obscene or contain child pornography; (f) contain any viruses, Trojan horses, worms, time bombs, cancelbots, Easter eggs or other computer programming routines that may damage, detrimentally interfere with, surreptitiously intercept or expropriate any system, data or personal information; and (g) link directly or indirectly to other website pages that are prohibited under this Agreement or to which You do not have a right to link to.

9.3 License. You hereby grant Medzilla a royalty-free, non-exclusive, worldwide, perpetual, irrevocable, sublicensable (through multiple tiers) license to exercise the copyright, publicity, and database rights (but no other rights) in Your Submitted Information, in any medium now known or not currently known, with respect to Your Submitted Information. Medzilla will use Your Submitted Information in accordance with the terms of this User Agreement. Without limiting the foregoing, You consent to Medzilla modifying Your Submitted Information in order to standardize its format for Medzilla’s systems or to remove email or website addresses from it.

10. Privacy and Confidentiality. Medzilla takes commercially reasonable efforts to protect the confidentiality, security, and privacy of Your Submitted Information, including implementing industry-standard technical and organizational safeguards. However, Medzilla cannot and does not guarantee the security, confidentiality, or privacy of any information or communication You submit.

10.1 Personal Data. Except as provided in this Agreement or in order to share Your Submitted Information (as contemplated by this Agreement or as provided on the Website), Medzilla does not disclose personal data to third parties. If You are a Job Seeker, You acknowledge that, despite Medzilla’s efforts, persons or entities that You have requested to be blocked from accessing Your Resume Materials (including Your current employer) may see Your Resume Materials. You hereby expressly consent to Medzilla’s processing of personal data You submit to Medzilla according to this Agreement. Personal data will be processed by Medzilla in the United States; United States laws regarding processing of personal data may be less stringent than the laws in Your jurisdiction.

10.2 Public Areas. "Public Areas" are those areas of the Website in which a You may send communications that are publicly available to other users or third parties. Medzilla does not control that disclosure, and the personal data disclosed is available to anyone who accesses that Public Area.

10.3 Monitoring. You hereby consent to: (a) Medzilla’s monitoring of Your use of the Website for any purpose, (b) Medzilla’s monitoring of email sent and received through Medzilla’s systems for any purpose, including blocking emails from senders or IP addresses that have not been authorized by Medzilla, and (c) Medzilla sending You email relevant to Your use of the Website or of potential interest to You.

10.4 Acknowledgements. You acknowledge that: (a) if Medzilla is acquired by another company, that company will possess the Submitted Information collected by Medzilla and it will assume the rights and obligations regarding Your Submitted Information as described in this Agreement; (b) due to factors beyond Medzilla’s control, it may be legally obligated to disclose Submitted Information to the government or third parties under certain circumstances, or third parties may circumvent our security measures to unlawfully intercept or access Your Submitted Information; and (c) Medzilla uses contractors and service providers to provide certain services to You and such contractors or service providers will have access to Your Submitted Information for this purpose.

11. Breach

11.1 Investigation. If Medzilla receives information of any alleged breach of this Agreement by You, Medzilla will have the right (but not the obligation) to investigate the alleged breach.

11.2 Suspension or Termination. If (a) You breach any term of this Agreement, (b) Medzilla is unable to verify or authenticate any information You provide, or (c) Medzilla believes that Your actions may cause financial loss, loss of goodwill, or legal liability for Medzilla or other users, without limiting any other remedies, Medzilla may limit Your activity on the Website, immediately remove Your Submitted Information from the Website, inform other users of Your actions, issue a warning, terminate, or temporarily suspend Your use of the Website and refuse to provide Services to You.

11.3 Trade Secrets. You acknowledge and agree that in the course of Your activities on the Website, You will receive access to the valuable trade secrets of Medzilla, including without limitation the contents of the Resume Database and Your username and password. You further acknowledge that misappropriation of trade secrets is a violation of state and federal law, and that Medzilla reserves the right to vigorously pursue actions to vindicate its rights under applicable law, including by extending full cooperation to law enforcement authorities in the criminal prosecution of trade secret theft.

11.4 Injunctive Relief. You acknowledge that the violation of any provision of this Agreement has the potential to cause irreparable harm to Medzilla and the Website which cannot be reasonably or adequately compensated by monetary damages in an action at law. Accordingly, Medzilla shall be entitled, without posting bond or any other security, to injunctive and other equitable relief to enforce the provisions of this Agreement. No action for injunctive or other equitable relief shall be deemed to waive Medzilla’s right to an action for damages.

12. No Warranty. MEDZILLA PROVIDES THE WEBSITE "AS IS" AND WITHOUT ANY WARRANTY OR CONDITION, EXPRESS, IMPLIED OR STATUTORY. MEDZILLA SPECIFICALLY DISCLAIMS ANY IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, QUIET ENJOYMENT AND NON-INTERFERENCE, ACCURACY, TITLE, AND NON-INFRINGEMENT. Some states do not allow the disclaimer of implied warranties, so the foregoing disclaimer may not apply to You.

12.1 Accessibility. Medzilla makes no warranty or representation of any kind that (a) use of the Website will be uninterrupted or error-free, (b) the Website may be accessed or otherwise used outside the United States of America. If You access the Website from outside the United States of America You do so at Your own risk and are solely responsible for compliance with the laws of Your jurisdiction.

12.2 Third Party Information. Medzilla makes no representation or warranty of any kind for any information provided by a third party (such as a third party’s Resume Materials). You acknowledge that You bear any and all risk relating to the truthfulness, accuracy, or reliability of communications or information provided by third parties on the Website.

12.3 Links. Certain links on the Website lead to resources located on servers that are not maintained or controlled by Medzilla. Medzilla is not responsible for the contents of any such referenced websites or for the availability or access to such websites.

13. Limitation of Liability. IN NO EVENT WILL MEDZILLA, ITS OFFICERS, DIRECTORS, AFFILIATES, AGENTS, LICENSORS, OR SUPPLIERS (A) BE LIABLE FOR LOST PROFITS OR ANY SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR RELATING TO THE WEBSITE OR THIS AGREEMENT (HOWEVER ARISING, INCLUDING NEGLIGENCE), EVEN IF MEDZILLA HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, OR (B) HAVE ANY LIABILITY TO YOU, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, IN EXCESS OF LESSER OF (Y) THE AMOUNT OF FEES YOU PAID TO MEDZILLA IN THE 12 MONTHS PRIOR TO THE ACTION GIVING RISE TO LIABILITY, AND (Z) $50. Some States do not allow the exclusion or limitation of incidental or consequential damages, so the above limitation or exclusion may not apply to You.

14. Indemnity. You agree to indemnify and hold harmless Medzilla, its affiliates, and their agents, employees, successors and assigns from and against any and all liabilities, losses, damages, costs and expenses (including attorney’s fees and other costs of defending such action) resulting from or relating to breach of any term or condition of this Agreement by You or any of Your employees or agents.

15. Copyright Infringement; Notice Agent. Medzilla will terminate the account of any user, and block access to the Website by any user, who is a repeat infringer of the copyrights of others. If You believe that Your copyrighted work appears on this Website in a way that constitutes copyright infringement You may notify the following person in writing in accordance with Title 17 United States Code § 512. Upon receipt of proper notification of claimed infringement, Medzilla will remove or disable access to, the Material that is claimed to be infringing and may restore access to such Material in accordance with Title 17 United States Code § 512.

16. Term and Termination. Unless otherwise provided in the Order, the initial term of this Agreement will be for one month. The Agreement will be automatically extended for successive renewal terms of one month unless either party gives the other party notice of non-renewal. Medzilla may immediately terminate this Agreement upon written notice if You breach any provision of this Agreement. Sections 4, 7.2, 7.3, 8, 9, 10, 11, 12, 13, 14, 16, and 17, as well as any obligation to pay accrued fees will survive any expiration or termination of the Agreement.

17.General

17.1 Assignment. You may not assign or transfer, by operation of law or otherwise, any of Your rights under this Agreement or delegate any duties under this Agreement to any third party without Medzilla’s prior written consent. Any attempted assignment or transfer in violation of the foregoing will be void.

17.2 Waivers. All waivers must be in writing. Any waiver or failure to enforce any provision of this Agreement on one occasion will not be deemed a waiver of any other provision or of such provision on any other occasion.

17.3 Attorney's Fees. In any controversy, claim or dispute arising out of or relating to this Agreement or the method or manner of performance thereof or the breach thereof, the prevailing party shall be entitled and awarded in addition to any other relief, its attorneys' fees and costs.

17.4 Severability. If any term or provision of this Agreement or any application thereof to any person or circumstance shall to any extent be invalid or unenforceable, the remainder of this Agreement or the application of such terms or provisions to person or circumstances other than those to which it is held invalid or unenforceable shall not be affected thereby and each term and provision of the Agreement shall be valid and enforceable to the fullest extent permitted by law.

17.5 Construction. The headings of Sections of this Agreement are for convenience and are not to be used in interpreting this Agreement. As used in this Agreement, the word "including" means "including but not limited to."

17.6 Choice of Law; Jurisdiction. This Agreement will be governed by the laws of the State of Washington excluding any conflicts of laws principles that may provide for the application of the law at another jurisdiction. You hereby consent to the exclusive personal jurisdiction of the state and federal courts in King County, State of Washington. Notwithstanding the foregoing sentence, Medzilla may bring an action arising out of or relating to this Agreement in any court of competent jurisdiction.

17.7 Legal Compliance. You shall comply with all applicable domestic and international laws, statutes, ordinances and regulations regarding Your use of the Website, including export administration laws and regulations promulgated by the U.S. Office of Foreign Assets Control (OFAC). You represent and warrant that You will not use the Website or any Services to facilitate any unlawful transactions, including (a) any activities involving nuclear, chemical, or biological weapons, or missile technologies therefor, prohibited under Part 744 of the Export Administration Regulations; and (b) any transactions or other dealings with foreign nationals or governments prohibited under any regulations promulgated by the Office of Foreign Assets Control of the U.S. Treasury Department.

17.8 No Agency. You and Medzilla are independent contractors, and no agency, partnership, joint venture, employee-employer or franchiser-franchisee relationship is intended or created by this Agreement.

17.9 Notices. Except as explicitly stated otherwise, any notices shall be given by postal mail to Medzilla Attn: Frank Heasley (in the case of Medzilla) or to the email address You provide to Medzilla during the registration process (in Your case). Notice shall be deemed given 24 hours after email is sent, unless the sending party is notified that the email address is invalid. Alternatively, Medzilla may give You notice by certified mail, postage prepaid and return receipt requested, to the address provided to Medzilla during the registration process. In such case, notice shall be deemed given 3 days after the date of mailing.

17.10 Amendments. Medzilla may amend this Agreement at any time by posting the amended terms on the Website. For existing users, all amended terms shall be automatically effective 30 days after they are initially posted on the Website. In addition, Medzilla will notify You of material amendments to this Agreement as provided in Section 17.9. This Agreement may not be otherwise amended except in a writing signed by You and Medzilla. This Agreement was last amended on August 30, 2005.

17.11 Entire Agreement. This Agreement, including Orders and Supplemental Terms executed by the parties (if any), contains the complete agreement of the parties regarding the subject matter herein and supersedes any prior understanding or verbal or oral agreement on any matter which is the subject of this Agreement. Other areas of the Website may be subject to additional terms of use which will govern those other areas.

The services hereunder are offered by Medzilla, Inc., P.O. Box 1710, Marysville WA 98270. If You are a California resident, You may have this same information emailed to You by sending a letter to the foregoing address with Your email address and a request for this information.