Last Updated: November 29, 2008

Welcome to the User Agreement for CitiAlly Inc. This agreement describes the terms on which you may access and use our services. In order to become a CitiAlly user, you must read and accept all of the terms and conditions of this agreement and the Privacy Policy. In the event of any inconsistency between the CitiAlly Privacy Policy and this User Agreement, the User Agreement shall control. Nothing in this Agreement shall be deemed to confer any third-party rights or benefits. If you do not agree to be bound by the terms of this Agreement, you may not use nor access our services.

We reserve the right to modify this Agreement at any time, and without prior notice, by posting amended terms on this website. Your continued use of the CitiAlly service indicates your acceptance of the amended User Agreement.Description of Service

CitiAlly is an online service that enables professionals to find and connect with other professionals more effectively (the "CitiAlly Service"). CitiAlly’ services include tools or features such as resume posting, social and professional profile uploads, event postings, job and internship postings, and sample work posting. In addition to users’ ability to access CitiAlly’ services on CitiAlly website (www.citially.com), CitiAlly also allows users to access their posted data, tools and features from external sites through CitiAlly applications.

Membership EligibilityMembership in the Service is void where prohibited. This Site is intended solely for users who are thirteen (13) years of age or older, and users of the Site under 18 who are currently in high school or college. Any registration by, use of or access to the Site by anyone under 13, or by anyone who is under 18 and not in high school or college, is unauthorized, unlicensed and in violation of these Terms of Use. By using the Service or the Site, you represent and warrant that you are 13 or older and in high school or college, or else that you are 18 or older, and that you agree to and to abide by all of the terms and conditions of this Agreement. The CitiAlly Service is not available to any users suspended or removed from the system by CitiAlly for any reason. Users may not have more than one active account. Additionally, users are prohibited from selling, trading, or otherwise transferring your CitiAlly account to another party.

Registration Data and Account SecurityYour use of the CitiAlly Service is governed by this User Agreement. CitiAlly may refuse service without prior notice to any user for any or no reason.

You are responsible for maintaining the confidentiality of your password and account, and are fully responsible for all activities that occur under your password or account with or without your knowledge. If you knowingly provide your login and password information to another person, your account privileges may be suspended temporarily or terminated. You agree to immediately notify CitiAlly of any unauthorized use of your password or account or any other breach of security. In consideration for your use of CitiAlly site, you agree to provide accurate, current and complete information about you as may be prompted by any registration forms on our site and/or applications.CitiAlly cannot and will not be liable for any loss or damage arising from your failure to comply with this section.

Termination You agree that CitiAlly may, with or without cause, terminate your CitiAlly account and access to the CitiAlly Service without prior notice. Without limiting the foregoing, the following will lead to a termination by CitiAlly of a user’s use of the CitiAlly Service (a) breaches or violations of this User Agreement or other incorporated agreements or guidelines, (b) requests by law enforcement or other government agencies, (c) a request by you (self-initiated account deletions), (d) unexpected technical issues or problems, and (e) extended periods of inactivity. Termination of your CitiAlly account includes removal of your profile and any content or any information you have posted on the site or through CitiAlly applications, termination of access to all offerings within the CitiAlly Service and may also prohibit you from further use of the CitiAlly Service. Furthermore, you agree that all terminations shall be made in CitiAlly’ sole discretion and that CitiAlly shall not be liable to you nor any third-party for any termination of your account or access to the CitiAlly Service.

Proprietary Rights in Site Content; Limited LicenseAll content on the Site and available through the Service, including designs, text, graphics, pictures, video, information, applications, software, music, sound and other files, and their selection and arrangement (the "Site Content"), are the proprietary property of the Company, its users or its licensors with all rights reserved. No Site Content may be modified, copied, distributed, framed, reproduced, republished, downloaded, scraped, displayed, posted, transmitted, or sold in any form or by any means, in whole or in part, without the Company's prior written permission, except that the foregoing does not apply to your own User Content (as defined below) that you legally post on the Site. Provided that you are eligible for use of the Site, you are granted a limited license to access and use the Site and the Site Content and to download or print a copy of any portion of the Site Content to which you have properly gained access solely for your personal, non-commercial use, provided that you keep all copyright or other proprietary notices intact. Except for your own User Content, you may not upload or republish Site Content on any Internet, Intranet or Extranet site or incorporate the information in any other database or compilation, and any other use of the Site Content is strictly prohibited. Such license is subject to these Terms of Use and does not permit use of any data mining, robots, scraping or similar data gathering or extraction methods. Any use of the Site or the Site Content other than as specifically authorized herein, without the prior written permission of Company, is strictly prohibited and will terminate the license granted herein. Such unauthorized use may also violate applicable laws including copyright and trademark laws and applicable communications regulations and statutes. Unless explicitly stated herein, nothing in these Terms of Use shall be construed as conferring any license to intellectual property rights, whether by estoppel, implication or otherwise. This license is revocable at any time without notice and with or without cause.

Content Posted on the SiteIn the course of using the CitiAlly Service, you may provide information about your profile (including your name, and image), personal details, professional information, messages, text, videos, documents, listings, sample works / portfolio and other content that you will upload, publish, post or display on CitiAlly website and /or CitiAlly Applications to share or transmit with other users and professionals (collectively the "User Content"). You understand that all information publicly or privately posted, transmitted or displayed through CitiAlly Service or CitiAlly Applications is the sole responsibility of you and the person from which such content originated and that CitiAlly will not be liable for any errors or omissions in any content. You may not post, transmit, or share User Contact on CitiAlly Website or CitiAlly Applications that you did not create or do not have permission to post or use. You understand and agree that CitiAlly may, but not obligated to, review User Content and may delete or remove (without notice) any User Content in its sole discretion, for any reason or no reason, including User Content that in the sole judgement of CitiAlly violate the rights, hard, or threaten the safety of users or others. You are solely responsible at your sole cost and expense for maintaining, updating, archiving and creating backup copies of your User Content you post or store on CitiAlly website or CitiAlly Applications.

You understand that CitiAlly cannot guarantee the identity of any other users with whom you may interact in the course of using the CitiAlly Service. Additionally, we cannot guarantee the authenticity of any data which users may provide about themselves or relationships they may describe. When you post User Content on CitiAlly Website or CitiAlly Applications, you authorize and direct us to reformat, excerpt, copy or translate thereof as we deem necessary in order to facilitate the posting and storage of the User Content on CitiAlly. By posting User Content to any part of the CitiAlly or its applications, you automatically grant and represent and warrant that you have the right to grant to CitiAlly an irrevocable, perpetual, non-exclusive, transferable, fully paid, worldwide license (within the right to sublicense) to use, copy, publicly perform, publicly display, reformat, translate, except (in whole or in part) and distribute such User Content for any purpose including commercial, advertising, or otherwise, on or in connection with CitiAlly and the promotion thereof, to prepare derivative works of, or incorporate into other works and content, such User Content, and to grant and authorize sublicenses of the foregoing. You may remove your User Content from CitiAlly or CitiAlly Applications at any time. If you choose to remove your User Content, the license granted above will expire and CitiAlly will not display your data on CitiAlly website or CitiAlly Applications, however, you acknowledge that CitiAlly may retain archived copies of your User Content.

User Conduct
You understand and agree not to use CitiAlly to:

• Post content or initiate communications which are unlawful, libelous, abusive, obscene, discriminatory, or otherwise objectionable.
Use the CitiAlly Service for any illegal purpose, including but not limited to conspiring to violate laws.
• Falsely state, impersonate, or otherwise misrepresent your identity, including but not limited to the use of a pseudonym, or misrepresenting your current or previous positions and qualifications, or your affiliations with a person or entity, past or present.
Harvest or collect email addresses or other contact information of other users from the Service or the Site by electronic or other means for the purposes of sending unsolicited emails or other unsolicited communications.
• use automated scripts to collect information from or otherwise interact with the Service or the Site.
• Upload, post, email, transmit, share, store or otherwise make available any content or initiate communications which include information that you do not have the right to disclose or make available under any law or under contractual or fiduciary relationships (such as insider information, or proprietary and confidential information learned or disclosed as part of employment relationships or under nondisclosure agreements).
• Upload, post, email, transmit, share, store or otherwise make available any content or initiate communication that infringes upon patents, trademarks, trade secrets, copyrights or other proprietary rights.
• Upload, post, email, transmit, share, store or otherwise make available any unsolicited or unauthorized advertising, promotional materials, "junk mail," "spam," "chain letters," "pyramid schemes," or any other form of solicitation. This prohibition includes but is not limited to a) Using CitiAlly invitations to send messages to people who don’t know you or who are unlikely to recognize you as a known contact; b) Using CitiAlly to connect to people who don’t know you and then sending unsolicited promotional messages to those direct connections without their permission; and c) Sending messages to distribution lists, newsgroup aliases, or group aliases.
• Upload, post, email, transmit, share, store or otherwise make available any material that contains software viruses or any other computer code, files or programs designed to interrupt, destroy or limit the functionality of any computer software or hardware or telecommunications equipment.
  
• Upload, post, transmit, share, store or otherwise make available any videos other than those of a personal nature that: (i) are of you or your friends, (ii) are taken by you or your friends, or (iii) are original art or animation created by you or your friends.
• Upload, post, transmit, share, store or otherwise make publicly available on the Site any private information of any third party, including, addresses, phone numbers, email addresses, Social Security numbers and credit card numbers.
• Solicit personal information from anyone under 18 or solicit passwords or personally identifying information for commercial or unlawful purposes.
• Register for more than one User account, register for a User account on behalf of an individual other than yourself, or register for a User account on behalf of any group or entity.
• Impersonate any person or entity, or falsely state or otherwise misrepresent yourself, your age or your affiliation with any person or entity.
• Intimidate, stalk or harass anyone.
• Forge headers or otherwise manipulate identifiers in order to disguise the origin of any communication transmitted through the CitiAlly Service.
• Post content in fields that aren’t intended for that content. Example: Putting an address in a name or title field.
• Interfere with or disrupt the CitiAlly Service or servers or networks connected to the CitiAlly Service, or disobey any requirements, procedures, policies or regulations of networks connected to the CitiAlly Service.

International Use
Recognizing the global nature of the Internet, you agree to comply with all applicable local rules including but not limited to rules regarding online conduct and acceptable content. Specifically, you agree to comply with all applicable laws regarding the transmission of technical data exported from the United States or the country in which you reside.

Access to Service
Use of manual or automated software, devices, or other processes to "crawl" or "spider" any web pages contained in the CitiAlly website and/or CitiAlly Applications is strictly prohibited. You agree not to monitor or copy, or allow others to monitor or copy, our web pages or the content included herein. You also agree not to "frame" or otherwise simulate the appearance or function of this website. Furthermore, you agree not to take any action that interferes with the proper working of or places an unreasonable load on our infrastructure, including but not limited to unsolicited communications, attempts to gain unauthorized access, or transmission or activation of computer viruses.

Third Party Websites and Content
The Site contains (or you may be sent through the Site or the Service) links to other web sites ("Third Party Sites") as well as articles, photographs, text, graphics, pictures, designs, music, sound, video, information, applications, software and other content or items belonging to or originating from third parties (the "Third Party Applications, Software or Content"). Such Third Party Sites and Third Party Applications, Software or Content are not investigated, monitored or checked for accuracy, appropriateness, or completeness by us, and we are not responsible for any Third Party Sites accessed through the Site or any Third Party Applications, Software or Content posted on, available through or installed from the Site, including the content, accuracy, offensiveness, opinions, reliability, privacy practices or other policies of or contained in the Third Party Sites or the Third Party Applications, Software or Content. Inclusion of, linking to or permitting the use or installation of any Third Party Site or any Third Party Applications, Software or Content does not imply approval or endorsement thereof by us. If you decide to leave the Site and access the Third Party Sites or to use or install any Third Party Applications, Software or Content, you do so at your own risk and you should be aware that our terms and policies no longer govern. You should review the applicable terms and policies, including privacy and data gathering practices, of any site to which you navigate from the Site or relating to any applications you use or install from the site.

Monitoring and Enforcement
While we have the right to monitor activity and content associated with the CitiAlly Service, we are not obligated to do so. And since we do not, and may not have the ability to, control or actively monitor content we don’t guarantee its accuracy, integrity or quality. Because community standards vary and individuals sometimes choose not to comply with our policies and practices, in the process of using our website, you may be exposed to content that you find offensive or objectionable. You can contact our Customer Service Department to let us know of content that you find objectionable. We may investigate the complaints and violations of our policies that come to our attention and may take any action that we believe is appropriate, including, but not limited to issuing warnings, removing the content or terminating accounts and/or subscriptions. However, because situations and interpretations vary, we also reserve the right not to take any action. Under no circumstances will we be liable in any way for any content, including, but not limited to, any errors or omissions in any content, or any loss or damage of any kind incurred as a result of the use of, access to, or denial of access to any content on the website.

Fees
Signing up for a CitiAlly account and networking on CitiAlly website and CitiAlly Applications is free. Certain other services such as Jobs and Internships listings are provided for free for limited period of time only. CitiAlly will provide necessary notifications and announcements when free jobs and internships period ends. CitiAlly reserves the right to charge for the CitiAlly Service or any portion thereof, modify the pricing of, add to, or discontinue the CitiAlly Service or any portion thereof without prior notice.

Indemnification
By accepting this User Agreement, you agree to indemnify and otherwise hold harmless CitiAlly Inc., its officers, employees, agents, subsidiaries, affiliates and other partners from any direct, indirect, incidental, special, consequential or exemplary damages resulting from i) your use of the CitiAlly Service; ii) unauthorized access to or alteration of your communications with or through the CitiAlly Service, or iii) any other matter relating to the CitiAlly Service. Any business transactions which may arise between users from their use of CitiAlly are the sole responsibility of the users involved.

Without limitation of the terms and conditions set forth in our Privacy Policy, you understand and agree that CitiAlly may disclose personally identifiable information if required to do so by law or in the good faith belief that such disclosure is reasonably necessary to comply with legal process, enforce this User Agreement, or protect the rights, property, or safety of CitiAlly, its users, and the public.

Disclaimer of Warranties
YOU UNDERSTAND AND AGREE THAT THE CITIALLY SERVICE IS PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS AND THAT CITIALLY DOES NOT ASSUME ANY RESPONSIBILITY FOR PROMPT OR PROPER DELIVERY, OR RETENTION OF ANY USER INFORMATION OR COMMUNICATIONS BETWEEN USERS. CITIALLY ASSUMES NO RESPONSIBILITY FOR THE ACCURACY OR EXISTENCE OF ANY COMMUNICATIONS BETWEEN USERS. CITIALLY EXPRESSLY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT.
CITIALLY MAKES NO WARRANTY THAT (i) THE CITIALLY SERVICE WILL MEET YOUR REQUIREMENTS, (ii) THE CITIALLY SERVICE WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE, (iii) THE RESULTS THAT MAY BE OBTAINED FROM USE OF THE CITIALLY SERVICE WILL BE ACCURATE OR RELIABLE, (iv) THE QUALITY OF ANY PRODUCTS, SERVICES, INFORMATION, OR OTHER MATERIAL PURCHASED OR OBTAINED BY YOU THROUGH THE CITIALLY SERVICE WILL MEET YOUR EXPECTATIONS, AND (V) ANY ERRORS IN THE SOFTWARE WILL BE CORRECTED.
ANY MATERIAL DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE CITIALLY SERVICE IS DONE AT YOUR OWN DISCRETION AND RISK AND THAT YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OF ANY SUCH MATERIAL.
NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM CITIALLY OR THROUGH OR FROM THE CITIALLY SERVICE SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THIS USER AGREEMENT.
SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES OR THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES. ACCORDINGLY, SOME OF THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU.

Entire Agreement
The User Agreement constitutes the entire agreement between you and CitiAlly and governs your use of the CitiAlly Service, superseding any prior agreements between you and CitiAlly.

Limitation of Liability
YOU EXPRESSLY UNDERSTAND AND AGREE THAT CITIALLY SHALL NOT BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES, INCLUDING BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA OR OTHER INTANGIBLE LOSSES (EVEN IF CITIALLY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES). SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES. ACCORDINGLY, SOME OF THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU. IN NO EVENT WILL CITIALLY’S TOTAL CUMULATIVE DAMAGES EXCEED US$ 100.

Governing Law
The User Agreement between you and CitiAlly, Inc. will be governed by and construed in accordance with the laws of England in the UK without regard to conflict of laws principles.

General Information
CitiAlly, the CitiAlly logo, and other CitiAlly logos and names are trademarks of CitiAlly Inc.. You agree not to display or use these trademarks in any manner without CitiAlly’s prior, written permission. The section titles of this User Agreement are displayed for convenience only and have no legal effect. Please send any questions or comments, or report violations of the User Agreement to:

CitiAlly,