This BOARDRECRUITING USER AGREEMENT (this "Agreement") is made and entered into by and between The Nasdaq OMX Group, Inc., a Delaware corporation having its principal place of business at One Liberty Plaza, New York, NY 10006 (“Nasdaq”), you, either on your own behalf or on behalf of the entity you are authorized to represent (“User”). Nasdaq and its affiliates may be referred to herein as the “Corporations.”

The parties hereby agree as follows:

1. Definitions.
1. "Board" shall mean the Board of Directors of a registered Corporation.
2. A "Board Opportunity" shall mean one or more corporate board seats that will become open, either through end of term(s) or any other reason, currently or within the Term.
3. "Board Profile" shall be defined as the description of a registered Corporation and its relevant Board as provided by said Corporation.
4. "Board Qualifications" shall include without limitation such information as to the composition, structure, purpose, membership, meeting schedule, primary industry, size, strategy, term limit, survey data, and general summary description of a registered Corporation's Board.
5. "Candidate" shall mean an individual who is registered to use the Product.
6. "Candidate Profile" shall be defined as a Candidate's description as provided by said Candidate.
7. "Contact Information" shall include but not be limited to the User's name, resume and contact information, and a Corporation's name and contact information.
8. "Content" shall mean all content contained in the Product and/or displayed on the Site, including without limitation text, graphics, logos, User Profiles, Contact Information, articles, resumes, white papers, research, news, press releases, event notices, User information and/or any other information accessible through use of the Product. Content may include third party Information Providers' products and information.
9. "Corporation" shall be defined as a corporation that has registered to use the Product.
10. "Fees" are set out in Exhibit A.
11. "Harvesting" shall mean the use of the Product by a Corporation for purposes other than to fill a Board Opportunity.
12. "Information Providers" shall mean third parties who provide products and information via the Site.
13. An "Invitation" shall be defined as the process of making available and exchanging Contact Information between two or more Users via the Product.
14. "Product" is an online service known as "BoardRecruiting" that was developed and is operated by Nasdaq to facilitate Board recruitment efforts and is accessible at the Site.
15. "Site" shall mean the web site at www.boardrecruiting.com.
16. "Term" shall be as defined in Section 9.
17. A "User" shall be defined as either a Corporation, Candidate, or general account holder who has executed this Agreement and has the authorization of Nasdaq to access the Content and use the Product.
18. A "View" shall mean the exchange of Contact Information between the Candidate and another User upon mutual agreement.
2. Content.
1. Use. User shall pay the Fees set forth in Exhibit A, and for and in consideration such Fees, Nasdaq authorizes User to search and view the Content within the confines of the Site, and to print the Content for the purpose of seeking available Board Opportunities or seeking to fill Board Opportunities, as applicable, or general research regarding Boards and their requirements. Any printed Content must retain all copyright, trademark, servicemark and other proprietary notices contained in the original Content. Such access to the Product and use of Content shall be solely for User's business purpose or personal use, as appropriate and as specifically permitted herein. User may not sell or modify the Content or reproduce, display, publicly perform, distribute, or otherwise use the Content in any way for any public or commercial purpose. The use of the Content on any other web site or in a networked computer environment for any purpose is prohibited.
2. License. User hereby grants Nasdaq and the Corporations a royalty-free, perpetual, irrevocable, non-exclusive right (including any moral rights) and license to use, reproduce, sublicense, modify, adapt, publish, translate, create derivative works from, distribute, communicate to the public, perform and display information contained in its Profile (in whole or in part) worldwide and/or to incorporate it in other works in any form, media, or technology now known or later developed, for the full term of any rights that may exist in such content. User also warrants that it is the owner of such information and has the legal right to grant this license. User also permit, through use of the Product, any other User to access, display, view, store and reproduce such information for its own use.
3. Ownership. Except with regard to a User's personal information that is the subject of the license in Section 2.b. immediately above, Content shall at all times shall remain the property of Nasdaq or its Information Providers, as applicable. The compilation of all Content is the exclusive property of Nasdaq and is protected by U.S. and international copyright laws.
4. Right But No Obligation to Screen. Nasdaq acts as a passive conduit for making Content available to Users within the confines of the Site and has no obligation to screen communications or information submitted by a User or an Information Provider. Nevertheless, Nasdaq reserves the right to review and delete any Content that, in the sole judgment of Nasdaq, is in violation of applicable law, rule or regulation; is offensive or violates the rights of, harms or threatens the safety of, Users; is inaccurate, misleading or not able to be verified as accurate. Nasdaq may take any action with respect to Content that it deems necessary or appropriate in its sole discretion if it believes it may create liability for the Company.
3. Exchange of Information; Introductions.
1. Exchange. Upon notification that two Users wish to exchange Contact Information, Nasdaq will facilitate the Introduction.
2. Introductions. For Corporation Users only, User hereby agrees that all Introductions shall hereby be considered of first-time nature in the sense that Fees will be due and payable as set forth on Corporations' Exhibit A regardless of whether any User actually knew of any other User prior to such Introduction. Both a Candidate and a Corporation User shall be obligated to notify Nasdaq within thirty (30) days of a Candidate being elected or appointed to a Corporation's Board following in Introduction.
4. Site Restrictions and Prohibited Uses.
1. Lawful Purposes. User agrees that it will access the Site and use the Product and the Content only for lawful purposes. User shall not, for itself, any affiliate of User or any other third party: decompile, disassemble, decode, reverse engineer or otherwise attempt to discover the method(s) of operations of the Product or the Site. If applicable law authorizes User to perform certain types of reverse engineering or the like and declares unenforceable contractual restrictions that conflict with that law, then User may perform only such reverse engineering or the like as is expressly allowed by, and in strict compliance with, such law.
2. Prohibited Uses. User agree not to do any of the following: (i) use any Content for any purpose other than for its intended use, including but not limited to using any Content or other information available on the Site to sell or promote any products or services; (ii) submit to Nasdaq any incomplete, false or inaccurate Profile information or information which it does not have a legal right to post, submit or convey; (iii) attempt to delete or revise any material posted by any other User; (iv) take any action that imposes an unreasonable or disproportionately large load on any of the Corporations' infrastructure; (v) share, exchange, aggregate, copy or duplicate in any manner any of the Content or information available on the Site, except as may otherwise expressly be permitted by this Agreement; or (vi) sell or distribute any Content it obtains from the Product.
3. User agrees that it will not conduct Harvesting.
5. No Warranties. THE CORPORATIONS AND THIRD PARTY INFORMATION PROVIDERS MAKE NO WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED OR STATUTORY (INCLUDING, WITHOUT LIMITATION, TIMELINESS, TRUTHFULNESS, SEQUENCE, COMPLETENESS, ACCURACY, FREEDOM FROM INTERRUPTION), ANY IMPLIED WARRANTIES ARISING FROM TRADE USAGE, COURSE OF DEALING,COURSE OF PERFORMANCE, OR THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR USE OR PURPOSE, OR NONINFRINGEMENT. THE CORPORATIONS DO NOT WARRANT THAT USE OF THE PRODUCT WILL BE UNINTERRUPTED OR ERROR FREE OR THAT ANY SPECIFIC RESULTS WILL BE ACHIEVED. THE SITE AND THE CONTENT ARE PROVIDED "AS IS" AND "AS AVAILABLE." THE CORPORATIONS AND INFORMATION PROVIDERS DO NOT WARRANT AGAINST, AND SHALL NOT BE LIABLE TO USER OR ANY OTHER PERSON FOR, ANY UNAVAILABILITY, INTERRUPTION, DELAY, INCOMPLETENESS, OR INACCURACY OF THE CONTENT. THE CORPORATIONS MAKE NO REPRESENTATION OR WARRANTY REGARDING THE EFFECTIVENESS OF THE SITE IN MEETING THE OBJECTIVES OF USERS.
6. Disclaimers.
1. General. THE CORPORATIONS ASSUME NO RESPONSIBILITY FOR INFORMATION PROVIDED BY USERS OR INFORMATION PROVIDERS AND NO RESPONSIBILITY FOR THE ACTIVITIES, OMISSIONS OR CONDUCT OF USERS. NASDAQ OMX ACTS AS A PORTAL/PASSIVE CONDUIT FOR THE EXCHANGE OF INFORMATION BETWEEN USERS. THE CORPORATIONS HAVE NO OBLIGATION TO SCREEN COMMUNICATIONS OR INFORMATION IN ADVANCE AND ARE NOT RESPONSIBLE FOR INFORMATION PROVIDED BY USERS OR INFORMATION PROVIDERS. IF NOTIFIED OF A USE THAT DOES NOT CONFORM TO THIS AGREEMENT, NASDAQ OMX WILL INVESTIGATE AND DETERMINE IN GOOD FAITH AND IN ITS SOLE DISCRETION WHETHER TO REMOVE OR REQUEST THE REMOVAL OF THE MATERIAL. THE CORPORATIONS HAVE NO RESPONSIBILITY TO USERS FOR THE PERFORMANCE OR NONPERFORMANCE OF SUCH ACTIVITIES. NOTHING ON THE SITE SHALL BE CONSIDERED AN ENDORSEMENT, REPRESENTATION OR WARRANTY WITH RESPECT TO ANY USER OR THE CONTENT, INCLUDING INFORMATION AND PRODUCTS PROVIDED BY INFORMATION PROVIDERS. THE CORPORATIONS MAKE NO GUARANTEE THAT CANDIDATE INFORMATION POSTED WILL RESULT IN CANDIDATES BEING NOMINATED OR SELECTED FOR OR ELECTED TO A BOARD OPPORTUNITY BEING FILLED AND IS NOT RESPONSIBLE FOR NOMINATION OR SELECTION OR ELECTION DECISIONS, FOR WHATEVER REASON MADE, MADE BY ANY USER.
2. As to Certain Damages. EXCEPT AS MAY OTHERWISE BE SET FORTH HEREIN, THE CORPORATIONS SHALL NOT BE LIABLE TO USER OR ANY OTHER PERSON FOR INDIRECT, SPECIAL, PUNITIVE, CONSEQUENTIAL, OR INCIDENTAL LOSS OR DAMAGE (INCLUDING, BUT NOT LIMITED TO, TRADING LOSSES, LOSS OF ANTICIPATED PROFITS, LOSS BY REASON OF SHUTDOWN IN OPERATION OR INCREASED EXPENSES OF OPERATION, COST OF COVER, OR OTHER INDIRECT LOSS OR DAMAGE) OF ANY NATURE ARISING FROM ANY CAUSE WHATSOEVER, EVEN IF THE CORPORATIONS HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
3. California Residents. If You are a California resident, you hereby waive California Civil Code d1542, 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."
7. Limitation of Liability. THE CORPORATIONS' CUMULATIVE MAXIMUM LIABILITY ARISING OUT OF OR IN CONNECTION WITH THE SITE OR USER'S USE OF THE CONTENT, REGARDLESS OF THE CAUSE OF ACTION (WHETHER IN CONTRACT, TORT, BREACH OF WARRANTY OR OTHERWISE), WILL NOT EXCEED FEES PAID FOR THE CURRENT TERM. THIS SECTION SHALL NOT RELIEVE ANY OR ALL OF THE CORPORATIONS FROM LIABILITY FOR DAMAGES THAT RESULT FROM THEIR OWN GROSS NEGLIGENCE OR WILLFUL TORTIOUS MISCONDUCT. USER AND THE CORPORATIONS UNDERSTAND AND AGREE THAT THE TERMS OF THIS SECTION REFLECT A REASONABLE ALLOCATION OF RISK AND LIMITATION OF LIABILITY.
8. Indemnity. User agrees to defend, indemnify, and hold harmless the Corporations, and their respective officers, directors, employees and agents, from and against any actual or threatened claims, losses, liabilities, obligations, costs, judgments, settlements, actions, demands, and expenses of whatever nature, including without limitation reasonable legal and accounting fees, alleging or resulting from (a) any Content or other material User provides to Nasdaq OMX; (b) User's breach of the terms of this Agreement; (c) any third party actions, including by another User, related in any way to User's use of the Product.
9. Term and Termination.
1. Term. This Agreement shall commence as of acceptance by User as set forth below and shall continue through and including December 31, 2007, unless earlier terminated hereunder.
2. Termination. Notwithstanding the foregoing, this Agreement may be terminated:
1. by either party due to breach of this Agreement's terms by the other party. The party aggrieved by the breach shall give written notice to the other party that this Agreement shall be terminated not earlier than ten (10) calendar days from receipt of the notice, and such notice shall state with specificity the grounds for termination. If the breach is curable, the party in breach will have the right to cure such breach prior to the date stated for termination, and, should the breach be cured and written notice of such cure served on the aggrieved party prior to the date stated for termination, such notice shall vacate the notice to terminate;
2. by Nasdaq OMX immediately if User provides Content which is in violation of the this Agreement or in Nasdaq's sole discretion is abusive, inaccurate, inappropriate, illegal, or disruptive.
3. by Nasdaq OMX immediately if it determines in its sole discretion that a User is or has been Harvesting. Harvesting will be considered as not curable; and
4. by Nasdaq OMX immediately if it determines in its sole discretion to cease providing and/or operating the Product.
10. Miscellaneous.
1. Non-Use of Names. Contractor agrees that it will not use any trademark, service mark, logo, copyright, or patent of Nasdaq OMX or any of the Corporations, registered or unregistered, in any manner, including in any advertising or promotional media of Contractor, without the prior written consent of Nasdaq OMX.
2. Survival of Provisions. The terms of this Agreement apply to those obligations that survive any cancellation, termination, or rescission, namely-payment of Fees warranties, disclaimers, limitation of liability, indemnification, and Section 10.
3. Governing Law. This Agreement shall be deemed to have been made in the State of New York, and shall be construed and enforced in accordance with the law of the State of New York, without reference to principles of conflicts of laws thereof. Contractor hereby consents to submit to the jurisdiction of the courts by or for the Southern District of the State of New York in connection with any action or proceeding relating to this Agreement.
4. Arbitration. Any claim, dispute, controversy or other matter in question with regard to this Agreement that cannot be resolved by negotiation between the parties shall be submitted to arbitration in accordance with the rules and regulations of the American Arbitration Association; provided, however, that (i) submission of any such claim, dispute, controversy or other matter in question to the American Arbitration Association shall not be required if the parties agree upon another arbitration forum, (ii) the foregoing shall not preclude either party from pursuing all available administrative, judicial, or other remedies for infringement of a registered patent, trademark, service mark or copyright, (iii) the parties shall not submit claims for punitive damages, and do hereby waive any right to the same, and (iv) the arbitrators shall not be authorized to award punitive damages
5. Captions. The section headings used in this Agreement are intended solely for convenience of reference and shall not in any way or manner amplify, limit, modify, or otherwise be used in the interpretation of any of the provisions of this Agreement. The masculine, feminine, or neuter gender and the singular or plural number shall be deemed to include the others whenever the context so indicates or requires.
6. Notices. All notices and other communications required or permitted to be given to Nasdaq OMX under this Agreement shall be in writing and shall be deemed to have been duly given upon the earlier of: (i) actual receipt by Nasdaq OMX; (ii) five (5) calendar days after the date postmarked as a first class mailing through the United States postal Service; or (iii) upon constructive receipt (as of the date marked on the return receipt) if sent by certified or registered mail or overnight delivery service, return receipt requested, to the following address, or such other addresses as Nasdaq OMX may from time to time designate:
• BoardRecruiting
  The Nasdaq OMX Group, Inc.
  One Liberty Plaza
  New York, NY 10006
  Attn: Libby Schuville
  
7. Assignment. The rights and obligations of either party hereto may not be assigned or assumed by User without the prior written consent of Nasdaq OMX. Nasdaq OMX may assign this Agreement to any of the Corporations or any successor.
8. Limited Relationship. Nothing in this Agreement, express or implied, is intended to or shall (i) confer on any person or a entity other than the User, or their respective permitted successors or assigns, any rights to remedies under or by reason of this Agreement; (ii) constitute the parties as partners or participants in a joint venture; or (iii) appoint one party the agent of the other.
9. Integration. This Agreement constitutes the entire and exclusive agreement by and between the parties and supersedes all prior written or oral proposals, agreements, or understandings of the same except as otherwise provided herein.
10. Authorization. User represents that User is of legal age to enter into contracts in the state of domicile. Persons signing on behalf of other entities should indicate the titles or capacities in which they are signing. If the undersigned is signing on behalf of an entity, the undersigned hereby represents that the entity on whose behalf it is signing is authorized to enter into this Agreement and that the undersigned is duly authorized to sign this Agreement and make the representations herein in the name and on behalf of such entity.

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by their duly authorized representatives.