THE FOLLOWING DESCRIBES THE TERMS ON WHICH RECRUITS OFFERS YOU ACCESS TO OUR SERVICES.

This User Agreement ("Agreement") is a contract between you and Recruits.com and applies to your use of the Recruits™ recruiting service, Recruit Rank, Recruit Score and any related products and services available through www.Recruits.com (collectively the "Service"). If you do not agree to be bound by the terms and conditions of this Agreement, please do not use or access our Services.

You must read, agree with, and accept all of the terms and conditions contained in this Agreement and the Privacy Policy, which include those terms and conditions expressly set out below and those incorporated by reference, before you may become a member of Recruits. We strongly recommend that, as you read this Agreement, you also access and read the information contained in the other pages and websites referred to in this document, as they may contain further terms and conditions that apply to you as a Recruits user. By accepting this Agreement, you also agree that your use of other Chavez Industries, Inc. websites and Services will be governed by the terms and conditions posted on those websites.

For additional information about the Service and how it works, please also consult the Recruits Help Pages.

We may amend this Agreement at any time by posting the amended terms on our site. Except as stated below, all amended terms shall be effective 30 days after they are initially posted on our site. Upcoming changes will be posted on the "Site News" section, located on http://www.recruits.com. In addition, you can set your Preferences to receive email notification of specific updates. You may review the current Agreement prior to initiating a transaction or completing a trial membership at any time at our Terms of Use page.

In this Agreement, "you" or "your" means any person or entity using the Service ("Users"). Unless otherwise stated, "Recruits," "we" or "our" will refer collectively to Chavez Industries, Inc. and its subsidiaries including Recruits.com, Inc. Unless otherwise specified, all references to a "bank" in this Agreement include savings associations and credit unions, and all references to a "credit card" include Visa- and MasterCard-branded debit cards.

This Agreement was last modified on January 24, 2007.

1. Eligibility. In order to use the Service, you must be at least thirteen (13) years of age and register for a Athlete, High School Coach, or Recruiter account. Users, Team and Coach entities may only hold one account. Our Services are only available to individuals, educational institutions, professional sports associations/teams, and parents that can form legally binding contracts under applicable law. Without limiting the foregoing, our Service is not available to persons who are suspended from our Service, or to persons who present an unacceptable level of payment risk.

2. The Legal Relationship between You and Recruits. 2.1 Internet Service Provider. Recruits acts as an Internet service provider by creating, hosting, maintaining and providing our Service to you via the Internet. We do not have any control over the content provided by other users Service. Recruits.com, Inc. will attempt to filter inappropriate content provided by users but user hereby holds Recruits harmless from any offensive content provided by other users.

2.2 Identity and Content Authentication. We use many techniques to identify our users when they register on our site. Verification of Users is only an indication of increased likelihood that a User's identity is correct. You authorize Recruits, directly or through third parties, to make any inquiries we consider necessary to validate your registration and/or profile information. This may include contacting peers, coaches, athletic departments, newspapers, and performing other checks to audit to Recruits’ satisfaction the information you provide. However, because user verification on the Internet is difficult, Recruits cannot and does not guarantee any user's identity or profile content.

2.3 Release. In the event that you have a dispute with one or more users, you release Recruits (and our officers, directors, agents, subsidiaries, joint ventures and employees) from any and all claims, demands and damages (actual and consequential) of every kind and nature arising out of or in any way connected with such disputes. If you are a California resident, you waive California Civil Code §1542, 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 not known by him must have materially affected his settlement with the debtor."

2.4 No Warranty. WE, OUR PARENT, SUBSIDIARIES, EMPLOYEES AND OUR SUPPLIERS PROVIDE OUR SERVICES "AS IS" AND WITHOUT ANY WARRANTY OR CONDITION, EXPRESS, IMPLIED OR STATUTORY. WE, OUR PARENT, SUBSIDIARIES, EMPLOYEES AND OUR SUPPLIERS SPECIFICALLY DISCLAIM ANY IMPLIED WARRANTIES OF TITLE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. Recruits shall make reasonable efforts through its technology to ensure that the content provided by Athletes is within the realm of possibility for each statistic posted, and will make a reasonable effort to provide access to all willing accredited recruiters of which Recruits is aware. We make no representations or warranties regarding the effectiveness of our service as a means to get recruited or be granted any form of financial assistance for our member athletes and their families. We make no representations or warranties regarding the amount of time needed to complete processing because our Service is largely dependant upon many factors outside of our control, such as delays in the banking system or the U.S. or international mail service. Some states to not allow the disclaimer of implied warranties, so the foregoing disclaimer may not apply to you. This warranty gives you specific legal rights and you may also have other legal rights that vary from state to state.

2.5 Limitation of Liability. IN NO EVENT SHALL WE, OUR PARENT, SUBSIDIARIES, EMPLOYEES OR OUR SUPPLIERS BE LIABLE FOR LOST PROFITS OR ANY SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR IN CONNECTION WITH OUR WEB SITE, OUR SERVICE, OR THIS AGREEMENT (HOWEVER ARISING, INCLUDING NEGLIGENCE). Some states do not allow the exclusion of limitation of incidental or consequential damages so the above limitation or exclusion may not apply to you.

OUR LIABILITY, AND THE LIABILITY OF OUR PARENT, SUBSIDIARIES, EMPLOYEES AND SUPPLIERS, TO YOU OR ANY THIRD PARTIES IN ANY CIRCUMSTANCE IS LIMITED TO THE ACTUAL AMOUNT OF DIRECT DAMAGES.

2.6 Indemnification. You agree to indemnify and hold Recruits, its parent, subsidiaries, affiliates, officers, directors and employees harmless from any claim or demand (including attorneys' fees) made or incurred by any third party due to or arising out of your breach of this Agreement or the documents it incorporates by reference, or your violation of any law or the rights of a third party relating to your use of the Service.

3. Fees. All fees are set forth in the Fee Schedule. All fees will be assessed in the currency of the payment. No moneys are transferred to Recruits.com, Inc. during the Free 30 Day Trial offer. The annual membership fee of $99.95 is automatically charged at the completion of the 30 Day Free Trial, and is automatically billed on each annual anniversary date until otherwise canceled by the user. Your account and all transactions are made in U.S. dollars unless otherwise specified and may be subject to exchange rates.

4. International Use. The Services of Recruits.com are available internationally in specific countries at the sole discretion of Recruits.

YOU MAY ONLY SIGN UP FOR A RECRUITS ACCOUNT AFTER DETERMINING THAT OPENING AND MAINTAINING A RECRUITS ACCOUNT VIOLATES NO LAWS OR REGULATIONS IN YOUR RESPECTIVE JURISDICTION.

5. Advanced Memberships. At this time there is one level of membership. Recruits reserves the right to add additional levels of membership and assign members to any level at Recruits’ sole discretion.

6.1 Sending Payments. In order to send payments through our Service we require you to provide Recruits with a number of forms of identification as further described and protected in our Privacy Policy. Payments can be made to Recruits using credit-debit card, or electronic check. You agree that such requests constitute your authorization for such transfers. Recruits will never make authorizations from your credit card account without your authorization. You also agree that any payment made to Recruits is made with the permission and in the presence of the credit card holder.

6.2 Electronic Transfers. When you make a payment to Recruits that is funded with Instant Transfer or eCheck. Upon such request, Recruits will make electronic transfers via the Automated Clearing House (ACH) system from your U.S. bank account for the amount specified for your advanced membership level. You agree that such requests constitute your authorization for such transfers. Recruits will never make transfers from your bank account without your authorization. Recruits provides you protection against unauthorized withdrawals from your bank account under the terms of the Electronic Fund Transfer Rights and Error Resolution Policy below. You also agree that any payment made to Recruits is made with the permission and in the presence of the bank account holder.

6.3 Completing Your Recruits Membership. All members will be asked to complete their Recruits Membership before they may send any payments. Once you confirm an email address and add a credit card or bank account information, your account will have an unlimited sending limit. Some accounts, at Recruits's discretion, may have a higher or lower limit before completing their Recruits Membership. Some transactions, at Recruits's discretion, may not apply towards the limit. If you remove the funding source (e.g. the bank account or credit card) used to establish your membership, Recruits may require you to complete the membership process again.

7. Your Information and Restricted Activities

7.1 Definition. "Your Information" is defined as any information you provide to us or other users in the registration, payment process or other features of our Service. You are solely responsible for Your Information, as we act as a passive conduit for your online distribution and publication of Your Information.

7.2 Restricted Activities. Your Information and your activities (including your payments) through our Service shall not: (a) be false, inaccurate or misleading; (b) be fraudulent or involve the sale of counterfeit or stolen items; (c) infringe on any third party's copyright, patent, trademark, trade secret or other property rights or rights of publicity or privacy; (d) violate any law, statute, ordinance, contract or regulation (including, but not limited to, those governing financial services, consumer protection, unfair competition, antidiscrimination, agency statute, or false advertising); (e) be defamatory, trade libelous, unlawfully threatening or unlawfully harassing; (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 other Basic Information; (g) create liability for us or cause us to lose (in whole or in part) the services of our ISP's or other suppliers; and (h) use malicious, discriminatory or otherwise offensive language while using services. If you use, or attempt to use the Service for purposes other than managing your account, profiles, and sending payments including but not limited to tampering, hacking, modifying or otherwise corrupting the security or functionality of Service, your account will be terminated and you will be subject to damages and other penalties, including criminal prosecution where available.

7.3 License. Solely to enable Recruits to use the information you supply us with, so that we are not violating any rights you might have in that information, you agree to grant us a non-exclusive, worldwide, royalty-free, perpetual, irrevocable, sublicensible (through multiple tiers) right to exercise the copyright, publicity, and database rights (but no other rights) you have in Your Information, in any media now known or not currently known, with respect to Your Information. Recruits will use and protect Your Information in accordance with our Privacy Policy.

7.4 Trademarks. Recruits.com, Recruits, Recruit Rank, Recruit Score and all related logos, products and services described in this website are either trademarks or registered trademarks of Chavez Industries, Inc., or its licensors, and (aside from the circumstances described below) may not be copied, imitated or used, in whole or in part, without the prior written permission of Recruits or its parent. In addition, all page headers, custom graphics, button icons, and scripts are service marks, trademarks, and/or trade dress of Recruits and may not be copied, imitated, or used, in whole or in part, without the prior written permission of Recruits.

Notwithstanding the above, HTML logos provided by Recruits through its Affiliate Program, or other methods authorized in writing ("Logos"), may be used without prior written consent for the purpose of directing web traffic to the Service. These Logos may not be altered, modified, or changed in any way, or used in a manner that is disparaging to Recruits or the Service. Logos may not be displayed in any manner that implies sponsorship or endorsement by Recruits. Recruits is an athlete community/recruiting service, and no partnership, joint venture, employee-employer or franchiser-franchisee relationship is intended or created by this Agreement.

8. Access and Interference. Our web site contains robot exclusion headers and you agree that you will not use any robot, spider, other automatic device, or manual process to monitor or copy our web pages or the content contained herein without our prior expressed written permission. You agree that you will not use any device, software or routine to bypass our robot exclusion headers, or to interfere or attempt to interfere with the proper working of the Recruits site or any activities conducted on our site. You agree that you will not take any action that imposes an unreasonable or disproportionately large load on our infrastructure. Much of the information on our site is proprietary or is licensed to Recruits by our users or third parties. You agree that you will not copy, reproduce, alter, modify, create derivative works, publicly display or frame any content (except for Your Information) from our web site without the prior expressed written permission of Recruits or the appropriate third party. If you use, or attempt to use the Service for purposes other than posting athletic statistics, recruiting athletes, managing and monitoring team and individual statistics, or the purchase of products and services offered by and through Recruits.com including but not limited to tampering, hacking, modifying or otherwise corrupting the security or functionality of Service, your account will be terminated and you will be subject to damages and other penalties, including criminal prosecution where available.

9. Privacy and Security. We do not sell or rent your personal information to third parties for marketing purposes and we only use Your Information as described in the Privacy Policy. We view protection of users' privacy as a very important principle. We understand clearly that you and Your Information are our most important assets. We store and process Your Information on computers located in the United States that are protected by physical as well as technological security devices. You should only log in to your Recruits account on a page which begins with either http://www.Recruits.com/ or https://www.Recruits.com/. All of our pages begin with http://www.Recruits.com/ or https://www.Recruits.com/ and therefore you should not use any other site that does not begin as such. We use third parties to verify and certify our privacy principles. A link to our current Privacy Policy is available at the bottom of every page of the Recruits site. If you object to your information being transferred or used in this way, please do not use our Services.

10. Termination or Closing Your Account. You may close your account at any time by clicking the "Cancel Membership" link in your Profile on the Recruits website. Upon closure of an account, any pending transactions will be cancelled. Billing will cease on the account. If you do not access your account or pay a membership fee for a period of two years, it will be terminated.

11. Remedies and Recruits' Right to Collect From You. Without limiting other remedies, we may update inaccurate or incorrect information you provide to us, contact you by means other than electronically, immediately warn our community of your actions, limit access to an account and any or all of the account's functions, indefinitely suspend or close your account and refuse to provide our Services to you if: (a) you breach this Agreement or the documents it incorporates by reference; (b) we are unable to verify or authenticate any information you provide to us; (c) we believe that your account or activities pose a significant credit or fraud risk to us or Recruits users; or (d) we believe that your actions may cause loss or legal liability for you, our users or us. If we close your account, we will provide you notice. In addition, you acknowledge that Recruits may setoff against any accounts you own for any obligation you owe Recruits at any time and for any reason allowed by law. These obligations include both secured and unsecured debts and debts you owe individually or together with another entity. Recruits may consider this Agreement as your consent to Recruits's asserting its security interest or exercising its right of setoff should any law require your consent. The rights described in this section are in addition to and apart from any other rights.

12. Assignability. You may not transfer any rights or obligations you may have under this Agreement without the prior written consent of Recruits. Recruits reserves the right to transfer this Agreement or any right or obligation under this Agreement without your consent.

13. Legal Compliance. You shall comply with all applicable domestic and international laws, statutes, ordinances, regulations, contracts and applicable licenses regarding your use of our Services.

14. Additional Terms.

The following policies are incorporated into this Agreement by reference and provide additional terms and conditions related to specific Services we offer:

Privacy Policy (January 24, 2007)

Each of these policies may be changed from time to time and are effective immediately after we post the changes on our Service, except our Privacy Policy for which we will provide you with thirty days prior notice. In addition, when using particular Services, you agree that you are subject to any posted policies or rules applicable which may be posted in conjunction with those Services. All such posted polices or rules are hereby incorporated by reference into this Agreement.

15. Notices.

15.1 Electronic Communications. You agree that this Agreement constitutes "a writing signed by You" under any applicable law or regulation. To the fullest extent permitted by applicable law, this Agreement and any other agreements, notices or other communications regarding your account and/or your use of the Service ("Communications"), may be provided to you electronically and you agree to receive some or all Communications from Recruits in electronic form. Electronic Communications may be posted on the pages within the Recruits website and/or delivered to your e-mail address. You may print a copy of any Communications and retain it for your records. All Communications in either electronic or paper format will be considered to be in "writing," and to have been received no later than five (5) business days after posting or dissemination, whether or not you have received or retrieved the Communication. Recruits reserves the right but assumes no obligation to provide Communications in paper format.

15.2 Procedure. Except as explicitly stated otherwise, any notices shall be given by our online message center or the email address you provide to Recruits during the registration process (in your case). Notice shall be deemed given 24 hours after posted or email is sent, unless the sending party is aware that the electronic communication was not received. Alternatively, we may give you notice by mail to you or your family through the addresses provided to Recruits during the registration process. In such case, notice shall be deemed given 3 days after the date of mailing.

16. Legal Disputes. In the event a dispute arises between you and Recruits, our goal is to provide you with a neutral and cost effective means of resolving the dispute quickly. Accordingly, you and Recruits agree that any controversy or claim at law or equity that arises out of this Agreement or Recruits's services ("Claims") shall be resolved in accordance with one of the subsections below, or as otherwise mutually agreed upon in writing by the parties. Before resorting to these alternatives, Recruits strongly encourages users first to contact Recruits directly to seek a resolution. Recruits will consider reasonable requests to resolve the dispute through alternative dispute resolution procedures, such as mediation, as an alternative to litigation.

16.1 Arbitration. For any Claim (excluding Claims for injunctive or other equitable relief) where the total amount of the award sought is less than $10,000, you or Recruits may elect to resolve the dispute through binding arbitration conducted by telephone, on-line, and/or based solely upon written submissions where no in-person appearance is required. In such cases, the arbitration shall be administered by the American Arbitration Association or JAMS, in accordance with their applicable rules, or any other established ADR provider mutually agreed upon by the parties. Any judgment on the award rendered by the arbitrator may be entered in any court having jurisdiction thereof.

16.2 Court. Alternatively, any Claim may be adjudicated by a court of competent jurisdiction located in Denver, Colorado or where the defendant is located (in Recruits' case, Denver, Colorado, and in your case, your home address or principal place of business). You and Recruits agree to submit to the personal jurisdiction of the courts located within the county of Denver, Colorado.

16.3 Alternative Dispute Resolution. Recruits will consider use of other alternative forms of dispute resolution, such as binding arbitration to be held in Denver County, Colorado or another location mutually agreed upon by the parties.

16.4 Violations of Section 16. All Claims (excluding requests for injunctive or equitable relief) between the parties must be resolved using the dispute resolution mechanism that is selected in accordance with this Section by the party first to assert a Claim, either through a court filing or commencement of arbitration. Should either party file an action contrary to this Section 16, the other party may recover attorneys' fees and costs up to $1000.00, provided that the party seeking the award has notified the other party in writing of the improperly filed Claim, and the other party has failed to withdraw the Claim.

17. General. This Agreement is governed by and interpreted under the laws of the state of Colorado, U.S. as such laws are applied to agreements entered into and to be performed entirely within Colorado by Colorado residents. Notwithstanding the foregoing sentence, the Federal Arbitration Act ("FAA"), and all of its rules and procedures, shall govern Section 16 hereof, to the extent that the FAA is inconsistent with Colorado law. We do not guarantee continuous, uninterrupted or secure access to our service, and operation of our site may be interfered with by numerous factors outside of our control. If any provision of this Agreement is held to be invalid or unenforceable, such provision shall be struck and the remaining provisions shall be enforced. You agree that this Agreement and all incorporated agreements may be automatically assigned by Recruits, in our sole discretion, to a third party in the event of a merger or acquisition. Headings are for reference purposes only and in no way define, limit, construe or describe the scope or extent of such section. Our failure to act with respect to a breach by you or others does not waive our right to act with respect to subsequent or similar breaches. This Agreement and the documents it incorporates set forth the entire understanding between us with respect to the subject matter hereof. Sections (3) Fees, (2.4) Release, (8) Access and Interference, (2.6) Limitation of Liability, (2.7) Indemnity, and (16) Legal Disputes shall survive any termination or expiration of this Agreement.

18. Disclosures. The Services are offered by Recruits and Wow Systems, Inc.. If you are a resident of the United States, you may have this same information emailed to you by sending a letter to Recruits with your email address and a request for this information. Fees for our services are described in our Fees Policy.

Disputes between you and Recruits regarding our Services may be reported to Customer Support by going to the Recruits Help Pages. We encourage you to report all user-to-user disputes to your local law enforcement, postmaster general, or a certified mediation or arbitration entity.