1. Site Description

Welcome to Resource Management’s public web sites. Through our corporate internet sites, www.rminc.com, time.rminc.com or any other Web site owned, operated, licensed, or controlled by Resource Management, Inc. (collectively referred to as the “Resource Management, Inc. Web Sites”), we provide clients, worksite employees, and guest users (each a “User”) with access to a variety of online resources, including forms, employee orientations, and payroll self-services as well as other information. We do this both through Resource Management, Inc. Web Sites and by linking to Web sites of companies with which we partner. We call these companies our “partners.” The term “Resource Management, Inc.” (Or “RMI”, “we” and “us”) includes Resource Management, Inc. and all of the subsidiaries and affiliates of Resource Management, Inc. In order to use Resource Management, Inc. Web Sites, you must obtain access to the World Wide Web, either directly or through devices that access Web-based content, and pay any service fees associated with such access. In addition, you must provide all equipment and software necessary to make a connection to the World Wide Web, including a computer and modem or other access device, and a World Wide Web browser.

These TOU pertain to a User’s use of Resource Management, Inc. Web Sites and do not supersede a contract (or similar agreement) executed between the User and Resource Management, Inc.

2. General Practices and Limitations

You acknowledge that Resource Management, Inc. may establish, in its sole discretion, practices and limits concerning use of Resource Management, Inc. Web Sites, including, without limitation, the maximum number of days that messages or other uploaded content (as defined under “Content and Related User Conduct” below) will be retained by Resource Management, Inc., the maximum number of messages and the maximum size of any message that may be sent from or received by an account on Resource Management, Inc. Web Sites, the maximum disk space that will be allotted on Resource Management, Inc.’s servers on your behalf, the maximum number of times (and the maximum duration for which) you may access Resource Management, Inc. Web Sites in a given period of time, and the maximum time during which your use of your Resource Management, Inc. account may remain inactive. You agree that Resource Management, Inc. has no responsibility or liability for the deletion or failure to store any messages, forms and other communications or other content maintained or transmitted by Resource Management, Inc. You acknowledge that Resource Management, Inc. reserves the right to log off accounts that are inactive for an extended period of time. You further acknowledge that Resource Management, Inc. reserves the right to change these general practices and limits at any time, in its sole discretion, with or without notice.

3. Changes or Amendments to You

Resource Management, Inc. reserves the right to change or amend any of these TOU at any time at its sole discretion. Any changes or amendments will be effective upon posting notice of the revised TOU on a Resource Management, Inc. Web Site. Your continued use of Resource Management, Inc. Web Sites after any such revisions have been implemented shall be deemed your acceptance of such new terms and conditions. These TOU were last revised on May 17, 2005.

4. Termination

These TOU are effective until and unless terminated by Resource Management, Inc. for any reason, with or without notice. Upon termination, you must destroy all materials obtained from the Resource Management, Inc. Web Sites and all copies thereof, whether made under the terms and conditions herein or otherwise.

You further agree that Resource Management, Inc. and/or its business partners, in its sole discretion, may terminate your password, account identification or use of a Resource Management, Inc. Web Site, and remove and discard any data stored within a Resource Management, Inc. Web Site, for any reason, without prior notice, including, without limitation, for lack of use or if Resource Management, Inc. believes that you have violated or acted inconsistently with the letter or spirit of these TOU. Further, you agree that Resource Management, Inc., its business partners and/or their respective directors, officers, and employees shall not be liable to you or any third-party for any termination of your access to a Resource Management, Inc. Web Site. Resource Management, Inc., its business partners, and/or their respective directors, officers, and employees shall have no obligation following any termination. Resource Management, Inc. may charge you a fee, as determined by Resource Management, Inc. in its discretion, to reinstate your access to the Resource Management, Inc. Web Site after you have been disconnected. Of course, if you wish to terminate use of a Resource Management, Inc. Web Site, you may do so at any time.

5. Your Account Obligations

In consideration of your use of Resource Management, Inc.’s Web Sites, you agree to: (a) provide true, accurate, current and complete information about yourself as prompted by applicable account forms (such information being the “Account Data”), and maintain and promptly update the Account Data to keep it true, accurate, current and complete. Any User submitting payroll information on a Resource Management, Inc. Web Site certifies that: (a) all hours worked by any employee have been reported; (b) all employees have been properly classified as exempt or non-exempt; (c) overtime has been properly reported for all non-exempt employees; and (d) all employees on leave (i.e., worker’s compensation, FMLA, disability, sick, vacation or leave of absence) have been reported and documented with explanation.

If you provide any information that is, or we have reasonable grounds to suspect that the information is, untrue, inaccurate, not current or incomplete, Resource Management, Inc. may suspend or terminate your access to Resource Management, Inc. Web Sites and refuse any and all current or future use of Resource Management, Inc. Web Sites or any portion thereof.

6. Resource Management, Inc. Privacy Policy

Account data and other information that is personal to you or your company that you provide in the course of using a Resource Management, Inc. Web Site are subject to our Privacy Policy. This Account Data and other information may be entered by you or by your company’s Administrator. By use of a Resource Management, Inc. Web Site, you are consenting to Resource Management, Inc. and its business partners’ use of any information collected by or transmitted to Resource Management, Inc. as set forth in the Privacy Policy and/or these TOU. For more information, please see our Privacy Policy.

7. Client Account, Password and Security

At some Resource Management, Inc. Web Sites, you will have the opportunity to select a User ID and password during the registration process. Please select a password that would not be obvious to someone trying to guess your password, and change it once in a while as an added precaution. You are responsible for maintaining the confidentiality of the password and account, and you are fully responsible for all activities that occur under your password or account identification. You agree to: (a) immediately notify Resource Management, Inc. of any unauthorized use of your password or account or any other breach of security (through the contact link provided on the applicable Resource Management, Inc. Web Site); and (b) ensure that you exit from your account at the end of each session. Resource Management, Inc. cannot and will not be liable for any loss or damage arising from your failure to comply with these provisions. None of the Resource Management, Inc. Web Sites are intended for use by children. Resource Management, Inc. does not solicit data from children or market to children. Accordingly, you agree not to share your password with any person under the age of 18, or to allow any person under the age of 18 to access a Resource Management, Inc. Web Site.

8. Content and Related User Conduct

Under no circumstances will Resource Management, Inc. be liable in any way for any Content, including, but not limited to, for any errors or omissions in any Content, or for any loss or damage of any kind incurred as a result of the use of any Content posted, emailed or otherwise transmitted or available via Resource Management, Inc. Web Sites.

You agree to use Resource Management, Inc. Web Sites in a manner consistent with any and all applicable laws and regulations. Specifically, you agree not to use Resource Management, Inc. Web Sites for any offensive, harassing, or deceitful purpose, or take any action that, in Resource Management, Inc.’s sole opinion, restricts or inhibits other users from using and enjoying Resource Management, Inc. Web Sites. Transmission of material, information or software in violation of any local, state or federal law is prohibited and is a breach of these TOU. You specifically agree not to upload, post or reproduce in any manner any materials protected by copyright without the permission of the copyright owner.

You acknowledge that Resource Management, Inc. does not pre-screen Content, but that Resource Management, Inc. and its designees shall have the right (but not the obligation) in their sole discretion to refuse or remove any Content that is available via Resource Management, Inc. Web Sites. Without limiting the foregoing, Resource Management, Inc. and its designees shall have the right to remove any Content that violates these TOU or is otherwise objectionable. You agree that you must evaluate, and bear all risks associated with, the use of any Content, including any reliance on the accuracy, completeness, or usefulness of such Content.

You acknowledge and agree that Resource Management, Inc. may preserve Content and may also disclose Content if permitted by the Privacy Policy and/or required to do so by law or in the good faith belief that such preservation or disclosure is reasonably necessary to: (a) comply with legal process; (b) enforce these TOU; (c) respond to claims that any Content violates the rights of third-parties; or (d) protect the rights, property, or personal safety of Resource Management, Inc., its business partners, its Users and the public.

By uploading or submitting any materials to us, you grant (or warrant that the owner of such rights has expressly granted) us a perpetual, royalty-free, irrevocable, non-exclusive right and license to use, reproduce, modify, adapt, publish, translate, create derivative works from and distribute such materials or incorporate such materials into any form, medium, or technology.

9. No Resale of Service; License Limitations

We grant to you a limited, non-exclusive, non-transferable, revocable license to use Resource Management, Inc. Web Sites only for the intended purposes of each site. You may not sell, resell, or otherwise use or commercially exploit any Resource Management, Inc. Web Site other than by using it for its intended purposes in connection with your business. You further agree not to reproduce, prepare derivative works from or otherwise commercially exploit any portion of a Resource Management, Inc. Web Site for any purposes other than its intended purposes. You may not modify, translate, decompile, disassemble, reverse engineer or otherwise attempt to derive the source code for the computer systems and other technology that operate Resource Management, Inc. Web Sites. For purposes of these TOU, “reverse engineering” shall mean the examination or analysis of a Resource Management, Inc. Web Site to determine the source code, structure, organization, internal design, algorithms or encryption devices of Resource Management, Inc. Web Sites’ underlying technology. The license granted to you under these TOU will automatically terminate upon termination of your account as a client or work site employee of Resource Management, Inc. Resource Management, Inc. also has the right to terminate the license of any User at any time for any or no reason, solely at its discretion.

10. Dealings with Advertisers and Service Providers

Your correspondence or business dealings with, or participation in promotions of, advertisers or service providers found on or through Resource Management, Inc. Web Sites, including payment and delivery of related goods or services, and any other terms, conditions, warranties or representations associated with such dealings, are solely between you and such advertisers or service providers. You agree that Resource Management, Inc. and/or its directors, officers, and employees shall not be responsible or liable for any loss or damage of any sort incurred as the result of any such dealings or as the result of the presence of such advertisers or service providers on Resource Management, Inc. Web Sites. Any and all limitations, rights and remedies contained in your Client Service Agreement with Resource Management, Inc. are expressly reserved.

11. Links

Resource Management, Inc. Web Sites may contain links to other World Wide Web sites. If you click on these links, you will be re-directed to third-party web sites, which are neither owned nor controlled by Resource Management, Inc. Resource Management, Inc. makes no warranty, express or implied, with respect to the use of the links provided, nor the content contained at the third-party web sites. Links to third-party Web sites do not constitute an endorsement of those Web sites by Resource Management, Inc. Resource Management, Inc. does not guarantee the accuracy, completeness, usefulness or adequacy of any resources, information, apparatus, product or process accessed via such sites; and is not responsible and shall be held harmless by you for any errors or omissions in the resources or information accessed at or through Resource Management, Inc. Web Sites.

You acknowledge that your use of these linked sites is subject to different terms of use than these TOU, and may be subject to different privacy practices than those set forth in the Privacy Policy governing Resource Management, Inc. Web Sites. If you are not satisfied with Web sites provided by third parties, you must contact the third parties directly. You further acknowledge and agree that Resource Management, Inc. and/or its directors, officers, and employees shall not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with use of or reliance on any such Content, goods or services available on or through any such site or resource.

12. Resource Management, Inc.’s Proprietary Rights,

Copyright and Trademark Information All content on the Resource Management, Inc. Web Sites, including text, graphics, images, and any software used in connection with them, are the property of Resource Management, Inc., its content suppliers and/or business partners, and are protected by U.S. copyright laws. Permission is hereby granted to print in hard copy portions of Resource Management, Inc. Web Sites for authorized purposes. Any other use of any portion of a Resource Management, Inc. Web Site, including reproduction for purposes other than those specified herein, modification, distribution, or publication, are expressly prohibited without the prior written permission of Resource Management, Inc. Resource Management, Inc., the Resource Management, Inc. logo, TimeForce, the TimeForce logo, and other trademarks and service marks used at the Resource Management, Inc. Web Sites, are the trademarks of Resource Management, Inc. and may not be used without Resource Management, Inc.’s written permission and adherence to Resource Management, Inc.’s branding guidelines. All other trademarks not owned by Resource Management, Inc. that may appear at a Resource Management, Inc. Web Site are the property of their respective owners. If you have reason to believe that any person, company or business has violated Resource Management, Inc.’s trademark rights or infringed Resource Management, Inc.’s copyright-protected material, please notify the Legal Department at Resource Management, Inc.’s Salt Lake City, Utah, offices, or by notifying the Web site administrator.

13. Disclaimer

THE RESOURCE MANAGEMENT, INC. WEB SITES ARE PROVIDED “AS IS” AND WITHOUT WARRANTIES OF ANY KIND EITHER EXPRESS OR IMPLIED. TO THE FULLEST EXTENT PERMISSIBLE PURSUANT TO APPLICABLE LAW. RESOURCE MANAGEMENT, INC. DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. RESOURCE MANAGEMENT, INC. DOES NOT WARRANT THAT THE RESOURCE MANAGEMENT, INC. WEB SITES WILL OPERATE UNINTERRUPTED OR BE ERROR-FREE, THAT DEFECTS WILL BE CORRECTED, OR THAT RESOURCE MANAGEMENT, INC. WEB SITES OR THE SERVERS THAT MAKES A SITE AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. RESOURCE MANAGEMENT, INC. DOES NOT WARRANT OR MAKE ANY REPRESENTATIONS REGARDING THE USE OR THE RESULTS OF THE USE OF RESOURCE MANAGEMENT, INC. WEB SITES IN TERMS OF THEIR CORRECTNESS, ACCURACY, RELIABILITY, OR OTHERWISE. YOU (AND NOT RESOURCE MANAGEMENT, INC.) ASSUME THE ENTIRE COST OF ALL NECESSARY SERVICING, REPAIR, OR CORRECTION. APPLICABLE LAW MAY NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES, SO THE ABOVE EXCLUSION MAY NOT APPLY TO YOU. RESOURCE MANAGEMENT, INC. DOES NOT WARRANT THAT YOUR ACTIVITIES OR USE OF A RESOURCE MANAGEMENT, INC. WEB SITE ARE LAWFUL IN ANY PARTICULAR JURISDICTION AND, IN ANY EVENT, SPECIFICALLY DISCLAIMS SUCH WARRANTIES. YOU UNDERSTAND THAT BY USING A RESOURCE MANAGEMENT, INC. WEB SITE, YOU ACT AT YOUR OWN RISK, AND YOU REPRESENT AND WARRANT THAT YOUR ACTIVITIES ARE LAWFUL IN EVERY JURISDICTION WHERE YOU ACCESS OR USE A RESOURCE MANAGEMENT, INC. WEB SITE.

14. Limitation of Liability

UNDER NO CIRCUMSTANCES SHALL RESOURCE MANAGEMENT, INC. BE LIABLE FOR ANY SPECIAL, INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES THAT ARISE OR RESULT FROM THE USE OF, OR THE INABILITY TO USE, A RESOURCE MANAGEMENT, INC. WEB SITE, EVEN IF RESOURCE MANAGEMENT, INC. OR A RESOURCE MANAGEMENT, INC. AUTHORIZED REPRESENTATIVE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND REGARDLESS OF WHETHER SUCH DAMAGES ARISE UNDER CONTRACT, TORT OR NEGLIGENCE CLAIMS. APPLICABLE LAW MAY NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY OR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY TO YOU. IN NO EVENT SHALL RESOURCE MANAGEMENT, INC.’S TOTAL LIABILITY TO YOU FOR ALL DAMAGES, LOSSES, AND CAUSES OF ACTION (WHETHER IN CONTRACT, TORT (INCLUDING, BUT NOT LIMITED TO, NEGLIGENCE), OR OTHERWISE) EXCEED $200. IF YOU ARE DISSATISFIED WITH A RESOURCE MANAGEMENT, INC. WEB SITE, YOUR SOLE AND EXCLUSIVE REMEDY SHALL BE TO CEASE USE OF THE WEB SITE.

15. Indemnity

You agree to indemnify Resource Management, Inc., its shareholders, directors, officers, employees and agents, against, and Resource Management, Inc. agrees to control, any litigation, negotiations, discussions, settlements or associated dealings, for any claims, demands, penalties, fines, liabilities, attorneys’ fees, court costs, legal expenses and causes of action of any nature, whether civil or criminal, that may arise either directly or indirectly as a result of your use of a Resource Management, Inc. Web Site.

16. Jurisdiction

These TOU shall be governed by and construed in accordance with the laws of the State of Utah, without giving any effect to any principles of conflicts of law. You agree and consent to the sole and exclusive jurisdiction of the state or federal courts located in Salt Lake County, State of Utah, for any action or claim arising out of the use of Resource Management, Inc. Web Sites, or any infringement of Resource Management, Inc.’s intellectual property rights by you.