LICENSE. Destiny Group, a RecruitMilitary company. ("Destiny") hereby grants to the person or entity ("Client") identified in the purchase form submitted to Destiny electronically via Internet or otherwise (the "Purchase Form"), and Client hereby accepts, a nonexclusive, nontransferable, nonsublicensable license ("License") to access and use Destiny's website database and the content therein (the "Database") for the purpose of advertising Client information to prospective job applicants and obtaining the services identified in the Purchase Form (collectively, the "Services"). Client agrees that grant of the license is conditioned upon compliance with the terms and provisions of the Purchase Form, these Terms and Conditions and the invoice ("Invoice") generated electronically upon Client's submission of the Purchase Form (collectively, the "Agreement"). Client is authorized to use the Database sites identified in the Purchase Form; the password is issued to the "Contact Person" identified in the registration form. If more than 1 user requires access, Client agrees to register additional users and obtain separate passwords for each additional user. Client acknowledges that failure to do so may result in unauthorized disclosure and/or cause technical problems for which Client will be responsible. Client's license shall not be assigned without Destiny's prior written consent, which consent may be granted or withheld by Destiny in its sole discretion..

TERM. This Agreement commences on the date Destiny provides Client with a username and password ("ID") and continues until expiration of the term specified in the Purchase Form (the "Term"), unless earlier terminated as provided herein or in the Purchase Form. If Client defaults hereunder, Destiny may terminate this Agreement upon notice to Client, at which time all sums payable to Destiny by Client during the remainder of the Term shall be due and payable in full, and Client shall have no further rights hereunder; provided, however, Destiny shall not terminate this Agreement for non-payment until such time as sums payable hereunder are delinquent for 5 or more days. Destiny may also terminate this Agreement at any time on thirty (30) days' prior written notice to Client.

ACCESS AND USE. Client assumes responsibility for its own Internet access to the Database, for recruiting, interacting with, hiring and supervising candidates/employees of Client, as applicable, and for reporting unauthorized use of the Database or Documentation. The Service is provided for Client's use for the sole purpose of identifying, evaluating and recruiting personnel to work for Client, and Client's use of the Database is restricted to the Services identified in the Purchase Form. Client agrees to restrict access to Client's officers and employees (collectively, "Agents") responsible for identifying, evaluating and recruiting personnel. Client agrees not to resell, redistribute or otherwise use, or allow the use of, the database for solicitation on behalf of any other person or entity (including, without limitation, Client's customers), without Destiny's prior written consent and the execution of a special Database Access Agreement between Destiny and Client. Client agrees not to (i) distribute the Database to or through any third party platform, (ii) repurpose or reformat the Database, (iii) use the Database in any manner that is infringing, defamatory, obscene, abusive, harassing, threatening, in violation of any person's right of privacy or publicity or amounts to any violation of law, or (iv) edit, modify, alter, enhance, reproduce, rearrange, translate, decompile, disassemble, reverse engineer and/or create any derivative works from the Database. Client further agrees to maintain the confidentiality of the information obtained through its use of or access to the Database during the Term and for a period of 2 years thereafter. Use by Client's affiliates, subsidiaries or any parent entity requires separate licensure. On initial contact with a candidate identified through the Database, Client agrees to notify such candidate that it was identified through the Destiny Database. Client assumes full responsibility for access and use of the Database and Documentation by Client, its Agents and any other person or entity Client allows to access and/or use its ID. Submitting or posting hyperlinks, contact data or HTML code is not acceptable in job postings and company profile information, except in data fields that specifically request such data, unless prior written permission is granted by Destiny.

DOCUMENTATION. Client assumes responsibility for compliance with all policies, guidelines and conditions of use posted on the Database and/or about which Client receives notice from Destiny (collectively, "Documentation") and agrees not to duplicate any Database information, Documentation or materials provided to it by Destiny without the prior written consent of Destiny, which consent may be granted or withheld by Destiny in its sole discretion. Destiny is not responsible for the content of any Documentation created by a client which is contained in the Database. As a condition to use of information provided by Client to Destiny for inclusion in the Database, Client agrees that such material is subject to review, revision and approval by Destiny. Upon expiration or earlier termination of this Agreement, Client agrees to return all Documentation to Destiny, and to promptly delete or destroy all copies, and discontinue all uses, of the Database and any Database information.

SUPPORT SERVICES. If provided for in the Purchase Form or otherwise agreed in writing, Destiny shall provide Client with support services (in addition to Mini-Home Page setup) during the Term in accordance with Destiny's then current standard support policies and at Destiny's then current standard and published charges, prices and fees (the "Charges"). If Client breaches this Agreement by theft, allowing unauthorized use or access, or otherwise and such breach requires Destiny, in its sole discretion, to change or issue additional passwords or to eliminate technical problems, such work by Destiny shall constitute the provision of support services, and Client agrees to pay Destiny all applicable Charges within 10 days of invoice therefor.

OWNERSHIP OF DATABASE AND MODIFICATIONS. Client acknowledges and agrees that, as between Client and Destiny, Destiny is the sole owner of all right, title and interest in and to the Database and all information contained therein, including, without limitation, all copyrights, trade secrets, trademarks, trade names, patents, inventions, designs, logos and trade dress, "moral rights," mask works, rights of personality, publicity or privacy, and any other intellectual property and proprietary rights (collectively, "Intellectual Property Rights") therein. Client has no right or interest in the Database or the information contained therein except to the extent set forth in this Agreement, and agrees not to take any action inconsistent with the Destiny's Intellectual Property Rights. Neither Client, Client's Agents nor any affiliate of Client shall use the Destiny logo or develop software derivative of or interfacing with the software thereon or create a system or software which emulates or performs substantially the same functions as those on the Database without the prior written consent of Destiny, which consent may be granted or withheld by Destiny in its sole discretion. Destiny reserves the right to change all or any portion of the Database at any time; changes are effective upon notice to Client. The foregoing and the provisions regarding confidentiality and return of Documentation shall survive the expiration or termination of this Agreement.

BRAND FEATURE LICENSE. For purposes of this Agreement, "Brand Features" shall be defined as the trade names, trademarks, service marks, logos, domain names, and other distinctive brand features of each party, respectively, as secured by such party from time to time. Destiny hereby grants Client a nontransferable, nonsublicensable, nonexclusive license during the Term to display the Destiny Brand Features for the sole purpose of promoting or advertising that Client uses the Services in accordance with this Agreement. Client hereby grants to Destiny a nontransferable, nonexclusive license during the Term to use Client Brand Features to advertise that Client is using the Services.

DISCLAIMER OF WARRANTIES. DESTINY EXPRESSLY DISCLAIMS ALL WARRANTIES AND CONDITIONS OF ANY KIND, NATURE OR DESCRIPTION, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR ANY IMPLIED WARRANTY ARISING FROM A COURSE OF DEALING OR COURSE OF PERFORMANCE. Destiny makes no claim that the Services will meet Client's requirements or that Services will be uninterrupted or error free, or that any or all defects in the Database will be corrected by Destiny. Destiny does not warrant or guarantee the number or qualifications of candidates listed in the Database nor, if a candidate is hired by Client, any particular term of employment or performance on behalf of Client. All Database information, Documentation or materials provided by Destiny to Client pursuant to this Agreement are provided "as is".

INDEMNITY/LIMITATION OF LIABILITY. CLIENT AGREES TO DEFEND, INDEMNIFY AND HOLD DESTINY, ITS SHAREHOLDERS, OFFICERS, DIRECTORS, EMPLOYEES, REPRESENTATIVES, ATTORNEYS, INSURERS, AGENTS, AFFILIATES, SUCCESSORS AND ASSIGNS HARMLESS FROM AND AGAINST ANY ACTION, SUIT, EXPENSE, CLAIM, LOSS, LIABILITY OR DAMAGE (INCLUDING, WITHOUT LIMITATION, FINES, FORFEITURES, ATTORNEYS' FEES, DISBURSEMENTS AND ADMINISTRATIVE OR COURT COSTS) BASED ON ANY ACT OR OMISSION OF CLIENT AND CLIENT'S AGENTS RELATING TO THIS AGREEMENT. THE FOREGOING INDEMNITY SHALL SURVIVE EXPIRATION OR EARLIER TERMINATION OF THIS AGREEMENT. In no event shall Destiny be liable to Client, Client's Agents or any third party pursuant to this Agreement, or arising from related matters, for any special, incidental, consequential or punitive damages, including, but not limited to, any amounts representing loss of opportunity, loss of the use of any information, loss of revenue or profits, or loss of business of Client, Client's Agents or any third party. Destiny's liability in contract, tort, strict liability or otherwise is limited to direct damages to Client arising pursuant to this Agreement, not to exceed the amount paid by Client to Destiny hereunder.

CHARGES AND FEES. Unless Destiny and Client otherwise agree in writing, the "Total" specified on the Invoice is due within 10 days of the Invoice date, monthly billings for renewing Services are due on or before the first day of the month in which Services are to be provided, and all other Charges due hereunder are due on or before the first day of the month after Charges were incurred and invoiced. Notwithstanding the foregoing, in the event Client has not paid all amounts due Destiny at such time as Client hires a candidate listed on the Database, regardless of the method used to identify such candidate, payment of all outstanding amounts is due and payable within 30 days of the date such candidate accepts an offer of employment. Setup, prepaid and monthly fees are non-refundable. If Client has identified a credit card to be charged for Services, Client hereby authorizes Destiny to charge to such credit card all amounts due hereunder, including Charges and renewal fees, until such time as Client revokes such authorization by written notice to Destiny. If timely payment is not received, Destiny reserves the right to avail itself of any available legal or equitable remedy and/or to suspend Services to Client until such time as payment and applicable late fees are received. Client acknowledges that late payment of sums due Destiny will cause Destiny to incur various expenses not contemplated by this Agreement, the exact amount of which are presently difficult to ascertain. Accordingly, if any required payment is not received by Lessor on or before 5 days after the date due, then, in addition to such required payment, Client shall also pay to Destiny, as a penalty and not as interest, a "Late Charge" of 10%. Destiny and Client agree that such Late Charge represents a fair and reasonable estimate of the expenses that Destiny will incur by reason of such late payment by Client. Acceptance of a Late Charge shall not constitute a waiver of any Client default, the right to receive sums due Destiny, or prevent Destiny from exercising any other right or remedy granted to it under this Agreement or at law or in equity.

SERVICE RENEWAL. Destiny will attempt to notify the client at least 30 days and also upon 10 days before expiration of the license to prevent service interruption through the email address on record. It is the responsibility of the client to renew services promptly (without any courtesy of notice) before expiration so that any data saved under the license (e.g., company logo, job postings, applicant responses, tracking data, etc.) is not erased on the expiration date. If client fails to renew prior to expiration, Destiny reserves the right to either hide or remove any such data from the active system upon expiration, and to re-charge a registration fee of $150 for renewing non current Clients.

LIQUIDATED DAMAGES. Client acknowledges and agrees the actual damages that would be sustained by Destiny as a result of Client's or Client's Agent's unauthorized use of the Database in breach of this Agreement are uncertain and would be difficult to ascertain. Therefore, Destiny and Client agree that, in the event of such a breach which results in candidate contact and/or hiring by client or any other person or entity, for each such breach Client will pay Destiny the sum of $8,000.00 as liquidated damages. Such sum represents a reasonable approximation of the damages likely to result from such a breach.

ARBITRATION. Any controversy or claim arising out of this Agreement or the breach thereof shall be settled by arbitration under the rules of the American Arbitration Association, and judgment upon award rendered by the arbitration may be entered in any court with jurisdiction. This agreement set forth herein shall not limit a court from granting a temporary restraining order or preliminary injunction in order to preserve the status quo of the parties pending arbitration. The arbitrator(s) shall have power to enter such orders by way of interim award, and they shall be enforceable in court. Any arbitration shall take place in Norfolk, Virginia. In the event of litigation arising out of, or related to, these terms and conditions, the prevailing party shall be entitled to recover its costs, expenses, and reasonable attorneys' fees, in addition to any other relief to which it may be entitled.

MISCELLANEOUS. Each of Client and Destiny represent and warrant that (i) it has full power and authority to execute, deliver and comply with this Agreement; (ii) the execution, delivery and performance of this Agreement has been duly authorized; and (iii) this Agreement evidences a valid and binding obligation enforceable in accordance with its terms. Client further represents and warrants that it is in compliance in all material respects with all rules, laws, regulations, ordinances, reporting and licensing requirements and orders (including, without limitation, all equal opportunity laws, rules and regulations) applicable to Client. Any notice required under this Agreement shall be deemed given when delivered by hand, mailed by registered or certified United States mail, return receipt requested, postage prepaid, if to Destiny, to Mr. William M. Wright, II, Destiny Group, a RecruitMilitary company, 150 W Brambleton Avenue, Norfolk, VA 23510, or, if to Client, to Client's e-mail address as specified in the registration form. THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE COMMONWEALTH OF VIRGINIA, WITHOUT REGARD TO ITS CHOICE OF LAW RULES, AND THE VENUE OF ANY LEGAL PROCEEDING RELATED TO THIS AGREEMENT SHALL BE ANY COURT OF COMPETENT JURISDICTION SITUATION IN NORFOLK, VIRGINIA. This Agreement and the Purchase Form (and, if applicable, any Database Access Agreement between Destiny and Client) constitute the entire agreement between the parties hereto with respect to the subject matter hereof, and supersedes all prior and contemporaneous oral or written agreements and representations relative hereto which are not fully expressed herein.