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Wall Street Oasis » Blogs » bankerella's blog
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7 steps to awesome comps
 

bankerella's picture
bankerella
      IB
 
 
(King Kong, 1,863
 
Points)
 on 8/24/12 at 6:18pm
tumblr_m4sy3pVDyz1qz732no1_500.gif

Hey, monkeys. I've seen a bunch of questions out there in WSO-land about how to pick comps. Thought I'd share my two cents about how it works in my experience:

  1. Pick the most sane, sensible comps using companies of similar size in the same sector.
  2. Compare them on all of the normal axes: revenues, EBITDA, and net income.
  3. Send the comp analysis out to all senior bankers on the deal.
  4. Take cover and watch the shitshow as senior bankers make up new metrics (EBITDAM? EBITDASO? EBITDARC?), add completely different companies, subtract companies other senior bankers already added, and adjust each company's data pro forma for events that have nothing to do with current or future reality.
  5. Come up with some spurious logic to support the senior bankers' "improvements". Footnote it.
  6. Steps 1-5 will repeat until the comp set spits out the desired valuation.
  7. When senior bankers realize that nobody can look at the resulting output without laughing, stick it in the appendix and forget about it.

Bonus points: Six weeks later, when some other poor bastard is told to use your comps as a starting point on a new deal in the same space, send your sheet to him with no footnotes so he can't tell how fucked the numbers are, or who fucked them, or why. Also, paste values for a few (but not all) of the cells. Then set up an auto-reply so that when he emails you at 4 AM with questions, you send him back a corrupted 13-page document with the response, "p.46 should be helpful here. Out of pocket for the next 24 hours; ask [random analyst on your team] if you have any other questions."

Entertainment just doesn't get much better than this, folks.

See my other WSO blog posts
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Tags:
  • trolling
  • public comparable companies
  • Investment Banking
  • comps
  • 1st year analyst

Comments

sayandarula's picture

"Also, paste values for a few

sayandarula
      O
 
 
(King Kong, 1,810
 
Points)
 on 8/24/12 at 4:03pm

"Also, paste values for a few (but not all) of the cells."

LOL.

Money Never Sleeps? More like Money Never SUCKS amirite?!?!?!?

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George87's picture

God.Awful.

George87
      IB
 
 
(Senior Baboon, 243
 
Points)
 on 8/24/12 at 4:06pm

God.Awful.

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SonnyZH's picture

#REF! *Shiver*

SonnyZH
      HF
 
(Senior Gorilla, 972
 
Points)
 on 8/24/12 at 4:13pm

#REF!

*Shiver*

The HBS guys have MAD SWAGGER. They frequently wear their class jackets to boston bars, strutting and acting like they own the joint. They just ooze success, confidence, swagger, basically attributes of alpha males.

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Going Concern's picture

bankerella: Take cover and

Going Concern
     
 
 
(King Kong, 1,698
 
Points)
 on 8/24/12 at 4:16pm
bankerella:

Take cover and watch the shitshow as senior bankers make up new metrics (EBITDAM? EBITDASO? EBITDARC?), add completely different companies, subtract companies other senior bankers already added, and adjust each company's data pro forma for events that have nothing to do with current or future reality.

i can't believe you would thumb your nose at senior bankers in this manner. they are detail-oriented and forward-thinking individuals who are just using their business acumen to add value and create a robust work product. they are not petty and juvenile...they are seasoned industry professionals

And I think it's gonna be a long, long, time

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bankerella's picture

Going

bankerella
      IB
 
 
(King Kong, 1,863
 
Points)
 on 8/24/12 at 4:23pm
Going Concern:
bankerella:

Take cover and watch the shitshow as senior bankers make up new metrics (EBITDAM? EBITDASO? EBITDARC?), add completely different companies, subtract companies other senior bankers already added, and adjust each company's data pro forma for events that have nothing to do with current or future reality.

i can't believe you would thumb your nose at senior bankers in this manner. they are detail-oriented and forward-thinking individuals who are just using their business acumen to add value and create a robust work product. they are not petty and juvenile...they are seasoned industry professionals

And if you could type that with a straight face, you too have what it takes to become one of them.

See my other WSO blog posts

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bigShotJLee's picture

LOL good job

bigShotJLee
      PE
 
(Chimp, 14
 
Points)
 on 8/24/12 at 4:39pm

LOL
good job

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Not not a boutique's picture

And for those who thought

Not not a boutique
      IB
 
(Senior Monkey, 77
 
Points)
 on 8/24/12 at 5:06pm

And for those who thought this would actually be a relevant thread to picking comps...here is my (not worthless) two cents:

If your company is public, your job becomes easy. Find your Co's latest 10K and investor presentation to begin looking for companies your Co. is actually calling competition (instead of assuming). Oftentimes, there will be a group the Co. uses to show share performance comparisons. Some companies will also break competition down to each business segment.

Once you have a starting list of comps, repeat the 10K and presentation searches for other public companies to round out a logical grouping (this will be helpful to identify the 700 lb. gorillas and less significant competitors in the space).

For a private company, it may be a little trickier. Start on the Co. website to figure out exactly what they do, markets they serve, products they offer, etc. If you are 100% sure of a direct public comp, be sure to check their 10K/presentations to get the ball rolling. If not, look for industry groups/associations your Co. has joined. Another way to begin your search is to use the SEC's EDGAR Full-Text Search to quickly scan through public filings for your Co's name (make sure to set the "In Form Type" to 10K).

There are numerous other ways to look for comparable companies, but I think this would be a better start than inventing new metrics

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Tolland15's picture

Not not a boutique: And for

Tolland15
      O
 
(Baboon, 150
 
Points)
 on 8/24/12 at 5:09pm
Not not a boutique:

And for those who thought this would actually be a relevant thread to picking comps...here is my (not worthless) two cents:

If your company is public, your job becomes easy. Find your Co's latest 10K and investor presentation to begin looking for companies your Co. is actually calling competition (instead of assuming). Oftentimes, there will be a group the Co. uses to show share performance comparisons. Some companies will also break competition down to each business segment.

Once you have a starting list of comps, repeat the 10K and presentation searches for other public companies to round out a logical grouping (this will be helpful to identify the 700 lb. gorillas and less significant competitors in the space).

For a private company, it may be a little trickier. Start on the Co. website to figure out exactly what they do, markets they serve, products they offer, etc. If you are 100% sure of a direct public comp, be sure to check their 10K/presentations to get the ball rolling. If not, look for industry groups/associations your Co. has joined. Another way to begin your search is to use the SEC's EDGAR Full-Text Search to quickly scan through public filings for your Co's name (make sure to set the "In Form Type" to 10K).

There are numerous other ways to look for comparable companies, but I think this would be a better start than inventing new metrics

Thanks for redeeming this post

I was taught that the human brain was the crowning glory of evolution so far, but I think it's a very poor scheme for survival.

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sayandarula's picture

Tolland15: Not not a

sayandarula
      O
 
 
(King Kong, 1,810
 
Points)
 on 8/24/12 at 5:15pm
Tolland15:
Not not a boutique:

And for those who thought this would actually be a relevant thread to picking comps...here is my (not worthless) two cents:

If your company is public, your job becomes easy. Find your Co's latest 10K and investor presentation to begin looking for companies your Co. is actually calling competition (instead of assuming). Oftentimes, there will be a group the Co. uses to show share performance comparisons. Some companies will also break competition down to each business segment.

Once you have a starting list of comps, repeat the 10K and presentation searches for other public companies to round out a logical grouping (this will be helpful to identify the 700 lb. gorillas and less significant competitors in the space).

For a private company, it may be a little trickier. Start on the Co. website to figure out exactly what they do, markets they serve, products they offer, etc. If you are 100% sure of a direct public comp, be sure to check their 10K/presentations to get the ball rolling. If not, look for industry groups/associations your Co. has joined. Another way to begin your search is to use the SEC's EDGAR Full-Text Search to quickly scan through public filings for your Co's name (make sure to set the "In Form Type" to 10K).

There are numerous other ways to look for comparable companies, but I think this would be a better start than inventing new metrics

Thanks for redeeming this post

is this one of those inception-styled multiple layers of sarcasm thing?

Money Never Sleeps? More like Money Never SUCKS amirite?!?!?!?

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Going Concern's picture

Tolland15: Not not a

Going Concern
     
 
 
(King Kong, 1,698
 
Points)
 on 8/24/12 at 5:15pm
Tolland15:
Not not a boutique:

And for those who thought this would actually be a relevant thread to picking comps...here is my (not worthless) two cents:

If your company is public, your job becomes easy. Find your Co's latest 10K and investor presentation to begin looking for companies your Co. is actually calling competition (instead of assuming). Oftentimes, there will be a group the Co. uses to show share performance comparisons. Some companies will also break competition down to each business segment.

Once you have a starting list of comps, repeat the 10K and presentation searches for other public companies to round out a logical grouping (this will be helpful to identify the 700 lb. gorillas and less significant competitors in the space).

For a private company, it may be a little trickier. Start on the Co. website to figure out exactly what they do, markets they serve, products they offer, etc. If you are 100% sure of a direct public comp, be sure to check their 10K/presentations to get the ball rolling. If not, look for industry groups/associations your Co. has joined. Another way to begin your search is to use the SEC's EDGAR Full-Text Search to quickly scan through public filings for your Co's name (make sure to set the "In Form Type" to 10K).

There are numerous other ways to look for comparable companies, but I think this would be a better start than inventing new metrics

Thanks for redeeming this post

listenin to what the companies tell you is considered redeeming these days? interesting...maybe you can also ask them what their stock price is supposed to be

or you can just skip all the hullabaloo and load up RV on bloomberg...now u might think that i'd ask you to thank me for saving you hundreds of hours, but i won't...i'll be the bigger person

And I think it's gonna be a long, long, time

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Not not a boutique's picture

OK, guy..obviously in your

Not not a boutique
      IB
 
(Senior Monkey, 77
 
Points)
 on 8/24/12 at 5:26pm

OK, guy..obviously in your case (at a hedge fund), I'm not worried about your ability to find comparable companies. However, a large chunk of WSO includes people who are just beginning to take finance classes. They see a "How to pick comps" thread, yet read this nonsense (funny, yes, but as usual not relevant in my opinion for the front page), and another potentially useful WSO thread goes away.

I'm sure you couldn't care less, but they were the target audience, not you w/ a bloomberg terminal at your disposal

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ladubs111's picture

so cruel, copy paste some

ladubs111
      IA
 
(Senior Orangutan, 432
 
Points)
 on 8/24/12 at 5:28pm

so cruel, copy paste some cells and send auto reply lol.

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UFOinsider's picture

7. [alternate ending] - comps

UFOinsider
      O
 
(Human, 10,347
 
Points)
 on 8/24/12 at 5:50pm

7. [alternate ending] - comps are taken seriously and we get facebook

YOU JUST GOT TROLLED
http://www.troll.me/images/red-foreman322/dont-you...

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SirTradesaLot's picture

Disappointed, as I thought

SirTradesaLot
     
 
 
(Senior Neanderthal, 4,514
 
Points)
 on 8/24/12 at 6:00pm

Disappointed, as I thought this was seven steps to awesome comp.

Turbo leverage for capital explosion -- BD Capital

My WSO Blog

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Going Concern's picture

Not not a boutique: However,

Going Concern
     
 
 
(King Kong, 1,698
 
Points)
 on 8/24/12 at 6:14pm
Not not a boutique:

However, a large chunk of WSO includes people who are just beginning to take finance classes. They see a "How to pick comps" thread, yet read this nonsense (funny, yes, but as usual not relevant in my opinion for the front page), and another potentially useful WSO thread goes away.

fair enough...it's not helpful to show these young finance lads how the real world works, but rather spoon feed exactly what they need to know so they can avoid puttin in any effort and instead swiftly go back to focusin on the dollar signs in their eyes, daydreamin about models and bottles, decidin which kind of cufflinks they're going to wear, and workin on their gordon gekko impersonations

And I think it's gonna be a long, long, time

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duffmt6's picture

Not not a boutique: OK,

duffmt6
      IB
 
 
(Neanderthal, 2,327
 
Points)
 on 8/24/12 at 6:09pm
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"Social cohesion and puritanical morality place roughly on my list of concerns between whether I'll pick up jock itch at the gym this week (not likely, since I don't go the gym) and whether it'll rain in Christchurch, New Zealand next Tuesday."
-Eddie

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Not not a boutique's picture

duffmt6: Not not a

Not not a boutique
      IB
 
(Senior Monkey, 77
 
Points)
 on 8/24/12 at 6:27pm
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sayandarula's picture

duffmt6: Pull the stick out

sayandarula
      O
 
 
(King Kong, 1,810
 
Points)
 on 8/24/12 at 6:28pm

Money Never Sleeps? More like Money Never SUCKS amirite?!?!?!?

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Going Concern's picture

sayandarula: duffmt6: Pull

Going Concern
     
 
 
(King Kong, 1,698
 
Points)
 on 8/24/12 at 6:32pm

And I think it's gonna be a long, long, time

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dublin's picture

Well done

dublin
      CD
 
 
(Gorilla, 684
 
Points)
 on 8/24/12 at 7:06pm
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futurectdoc's picture

UFOinsider: 7. [alternate

futurectdoc
      IB
 
(King Kong, 1,675
 
Points)
 on 8/24/12 at 7:11pm
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bankerella's picture

Not not a

bankerella
      IB
 
 
(King Kong, 1,863
 
Points)
 on 8/24/12 at 7:37pm

See my other WSO blog posts

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bankerella's picture

Going

bankerella
      IB
 
 
(King Kong, 1,863
 
Points)
 on 8/24/12 at 7:39pm

See my other WSO blog posts

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exceptionruled's picture

sayandarula: duffmt6: Pull

exceptionruled
     
 
(Baboon, 115
 
Points)
 on 8/24/12 at 7:51pm
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BlackHat's picture

what's the longest EBIT+...

BlackHat
      HF
 
 
(Senior Neanderthal, 4,948
 
Points)
 on 8/24/12 at 8:03pm

I hate victims who respect their executioners

Follow BH & Co. on Twitter: @DumbLuckCapital
twitter.com/DumbLuckCapital

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UFOinsider's picture

futurectdoc: UFOinsider: 7.

UFOinsider
      O
 
(Human, 10,347
 
Points)
 on 8/24/12 at 8:13pm

YOU JUST GOT TROLLED
http://www.troll.me/images/red-foreman322/dont-you...

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bankerella's picture

BlackHat: what's the longest

bankerella
      IB
 
 
(King Kong, 1,863
 
Points)
 on 8/24/12 at 8:15pm

See my other WSO blog posts

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BlackHat's picture

bankerella: BlackHat: what'

BlackHat
      HF
 
 
(Senior Neanderthal, 4,948
 
Points)
 on 8/24/12 at 8:18pm

I hate victims who respect their executioners

Follow BH & Co. on Twitter: @DumbLuckCapital
twitter.com/DumbLuckCapital

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bankerella's picture

BlackHat: bankerella: Bla

bankerella
      IB
 
 
(King Kong, 1,863
 
Points)
 on 8/24/12 at 8:23pm

See my other WSO blog posts

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Nabooru's picture

EBITDARPOM. Gotta compare

Nabooru
     
 
(Gorilla, 689
 
Points)
 on 8/24/12 at 9:49pm

Who are you going to believe, me or your lying eyes?

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BlackHat's picture

Nabooru: EBITDARPOM. Gotta

BlackHat
      HF
 
 
(Senior Neanderthal, 4,948
 
Points)
 on 8/24/12 at 10:13pm

I hate victims who respect their executioners

Follow BH & Co. on Twitter: @DumbLuckCapital
twitter.com/DumbLuckCapital

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Nabooru's picture

BlackHat: Nabooru: EBITDARP

Nabooru
     
 
(Gorilla, 689
 
Points)
 on 8/24/12 at 10:18pm

Who are you going to believe, me or your lying eyes?

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bankerella's picture

Nabooru: BlackHat: Naboor

bankerella
      IB
 
 
(King Kong, 1,863
 
Points)
 on 8/24/12 at 10:35pm

See my other WSO blog posts

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BlackHat's picture

bankerella: Bullshit, I don't

BlackHat
      HF
 
 
(Senior Neanderthal, 4,948
 
Points)
 on 8/24/12 at 10:55pm

I hate victims who respect their executioners

Follow BH & Co. on Twitter: @DumbLuckCapital
twitter.com/DumbLuckCapital

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Cruncharoo's picture

BlackHat: bankerella: Bulls

Cruncharoo
      CO
 
 
(Gorilla, 686
 
Points)
 on 8/25/12 at 12:20am

This to all my hatin' folks seeing me getting guac right now..

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BlackHat's picture

Cruncharoo: BlackHat: ban

BlackHat
      HF
 
 
(Senior Neanderthal, 4,948
 
Points)
 on 8/25/12 at 12:21am

I hate victims who respect their executioners

Follow BH & Co. on Twitter: @DumbLuckCapital
twitter.com/DumbLuckCapital

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blastoise's picture

lol nice

blastoise
      O
 
(Senior Neanderthal, 4,380
 
Points)
 on 8/25/12 at 2:48am
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celestial's picture

not bad

celestial
     
 
(Chimp, 14
 
Points)
 on 8/25/12 at 6:02am
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Improving's picture

Isn't EBITDARPO Earnings

Improving
     
 
(Monkey, 33
 
Points)
 on 8/25/12 at 6:45pm
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gamenumbers's picture

I prefer to use Adjusted

gamenumbers
      IB
 
 
(Gorilla, 678
 
Points)
 on 8/26/12 at 1:09am
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milehigh's picture

BlackHat: Cruncharoo: Bla

milehigh
      IB
 
 
(Baboon, 147
 
Points)
 on 8/27/12 at 6:05pm
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BlackHat's picture

milehigh: BlackHat: Crunc

BlackHat
      HF
 
 
(Senior Neanderthal, 4,948
 
Points)
 on 8/27/12 at 6:09pm

I hate victims who respect their executioners

Follow BH & Co. on Twitter: @DumbLuckCapital
twitter.com/DumbLuckCapital

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Web Site Security Rules. Users are prohibited from violating or attempting to violate the security of the Web Site, including, without limitation, (a) accessing data not intended for such user or logging into a server or account which the user is not authorized to access, (b) attempting to probe, scan or test the vulnerability of a system or network or to breach security or authentication measures without proper authorization, (c) attempting to interfere with service to any user, host or network, including, without limitation, via means of submitting a virus to the Web Site, overloading, "flooding", "spamming", "mailbombing" or "crashing", (d) sending unsolicited e-mail, including promotions and/or advertising of products or services, or (e) forging any TCP/IP packet header or any part of the header information in any e-mail. Violations of system or network security may result in civil or criminal liability. The Company will investigate occurrences which may involve such violations and may involve, and cooperate with, law enforcement authorities in prosecuting users who are involved in such violations.

Specific Prohibited Uses.

The Company specifically prohibits any use of the Web Site, and all users agree not to use the Web Site, for any of the following:

  • Posting any incomplete, false or inaccurate biographical information or information which is not your own accurate resume
  • Using any device, software or routine to interfere or attempt to interfere with the proper working of this Web Site or any activity being conducted on this site.
  • Taking any action which imposes an unreasonable or disproportionately large load on this Web Site?s infrastructure.
  • If you have a password allowing access to a non-public area of this Web Site, disclosing to or sharing your password with any third parties or using your password for any unauthorized purpose.
  • Notwithstanding anything to the contrary contained herein, using or attempting to use any engine, software, tool, agent or other device or mechanism (including without limitation browsers, spiders, robots, avatars or intelligent agents) to navigate or search this Web Site other than the search engine and search agents available from the Company on this Web Site and other than generally available third party web browsers (e.g., Netscape Navigator, Microsoft Explorer).
  • Attempting to decipher, decompile, disassemble or reverse engineer any of the software comprising or in any way making up a part of the Web Site.
  • Aggregating, copying or duplicating in any manner any of the materials or information available from the Web Site.
  • Framing of or linking to any of the materials or information available from the Web Site.

User Information.

When you register for the Web Site, you will be asked to provide the Company with certain information including, without limitation, a valid email address (your "Information"). In addition to the terms and conditions that may be set forth in any privacy policy on this Web Site, you understand and agree that the Company may disclose to third parties, on an anonymous basis, certain aggregate information contained in your registration application. The Company reserves the right to offer third party services and products to you based on the preferences that you identify in your registration and at any time thereafter; such offers may be made by the Company or by third parties. Please see the Company's Privacy Policy below for further details regarding your Information.

Registration and Password.

You are responsible for maintaining the confidentiality of your information and password. You shall be responsible for all uses of your registration, whether or not authorized by you. You agree to immediately notify the Company of any unauthorized use of your registration or password.

The Company's Liability.

As a condition to your use of this site, you release the Company (and our agents and employees) from claims, demands and damages (actual and consequential, direct and indirect) of every kind and nature, known and unknown, suspected and unsuspected, disclosed and undisclosed, arising out of or in any way connected with such disputes. If you are a California resident, you 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."

We are under no legal obligation to, and generally do not, control the information provided by other users which is made available through the Web Site. By its very nature, other people?s information may be offensive, harmful or inaccurate, and in some cases will be mislabeled or deceptively labeled. We expect that you will use caution and common sense when using this Web Site.

The Material may contain inaccuracies or typographical errors. The Company makes no representations about the accuracy, reliability, completeness, or timeliness of the Web Site or the Material. The use of the Web Site and the Material is at your own risk. Changes are periodically made to the Web Site and may be made at any time.

You acknowledge and agree that you are solely responsible for the content and accuracy of any resume or material contained therein placed by you on the Web Site and you agree to let any users that are identified as recruiters (designated in the sole discretion of the Company) to have access to your resume.

The Company is not to be considered to be an employer with respect to your use of the Web Site and the Company shall not be responsible for any employment decisions, for whatever reason made, made by any entity posting jobs on the Web Site.

THE COMPANY DOES NOT WARRANT THAT THE WEB SITE WILL OPERATE ERROR-FREE OR THAT THE WEB SITE AND ITS SERVER ARE FREE OF COMPUTER VIRUSES OR OTHER HARMFUL MECHANISMS. IF YOUR USE OF THE WEB SITE OR THE MATERIAL RESULTS IN THE NEED FOR SERVICING OR REPLACING EQUIPMENT OR DATA, THE COMPANY IS NOT RESPONSIBLE FOR THOSE COSTS.

THE WEB SITE AND MATERIAL ARE PROVIDED ON AN "AS IS" BASIS WITHOUT ANY WARRANTIES OF ANY KIND. THE COMPANY, TO THE FULLEST EXTENT PERMITTED BY LAW, DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING THE WARRANTY OF MERCHANTABILITY, FITNESS FOR PARTICULAR PURPOSE AND NON-INFRINGEMENT. THE COMPANY MAKES NO WARRANTIES ABOUT THE ACCURACY, RELIABILITY, COMPLETENESS, OR TIMELINESS OF THE MATERIAL, SERVICES, SOFTWARE, TEXT, GRAPHICS, AND LINKS.

Disclaimer of Consequential Damages.

IN NO EVENT SHALL THE COMPANY, ITS SUPPLIERS, OR ANY THIRD PARTIES MENTIONED ON THE WEB SITE BE LIABLE FOR ANY DAMAGES WHATSOEVER (INCLUDING, WITHOUT LIMITATION, INCIDENTAL AND CONSEQUENTIAL DAMAGES, LOST PROFITS, OR DAMAGES RESULTING FROM LOST DATA OR BUSINESS INTERRUPTION) RESULTING FROM THE USE OR INABILITY TO USE THE WEB SITE AND THE MATERIAL, WHETHER BASED ON WARRANTY, CONTRACT, TORT, OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT THE COMPANY IS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

Links to Other Sites.

The Web Site may contain links to third party web sites. These links are provided solely as a convenience to you and not as an endorsement by the Company of the contents on such third-party Web sites. The Company is not responsible for the content of linked third-party sites and does not make any representations regarding the content or accuracy of materials on such third party Web sites. If you decide to access linked third party Web sites, you do so at your own risk.

No Resale or Unauthorized Commercial Use.

You agree not to resell or assign your rights or obligations under these Term of Use. You also agree not to make any unauthorized commercial use of the Web Site.

Limitation of Liability.

The aggregate liability for the Company to you for all claims arising from the use of the Materials is limited to $1.

Termination.

The Company reserves the right, at its sole discretion, to pursue all of its legal remedies, including but not limited to immediate termination of your registration with or ability to access the Web Site and/or any other service provided to you by the Company, upon any breach by you of these Terms and Conditions or if the Company is unable to verify or authenticate any information you submit to the Web Site registration with or ability to access the Web Site.

Indemnity.

You agree to defend, indemnify, and hold harmless the Company, its officers, directors, employees and agents, from and against any claims, actions or demands, including without limitation reasonable legal and accounting fees, alleging or resulting from your use of the Material or your breach of the terms of these Terms and Conditions. The Company shall provide notice to you promptly of any such claim, suit, or proceeding and shall assist you, at your expense, in defending any such claim, suit or proceeding.

General.

The Company makes no claims that the Materials may be lawfully viewed or downloaded outside of the United States. Access to the Materials may not be legal by certain persons or in certain countries. If you access the Web Site from outside of the United States, you do so at your own risk and are responsible for compliance with the laws of your jurisdiction. These Terms and conditions are governed by the internal substantive laws of the State of New York, without respect to its conflict of laws principles. Jurisdiction for any claims arising under this agreement shall lie exclusively with the state or federal courts within New York, New York. If any provision of these Terms and Conditions are found to be invalid by any court having competent jurisdiction, the invalidity of such provision shall not affect the validity of the remaining provisions of these Terms and Conditions, which shall remain in full force and effect. No waiver of any term of these Terms and Conditions shall be deemed a further or continuing waiver of such term or any other term. Except as expressly provided in additional terms of use for areas of the Web Site a particular "Legal Notice," or Software License or Material on particular Web pages, these Terms and Conditions constitute the entire agreement between you and the Company with respect to the use of Web Site. No changes to these Terms and Conditions shall be made except by a revised posting on this page.

PRIVACY POLICY

The Company recognizes that you are concerned about privacy. We are committed to preserving your privacy and safeguarding your sensitive information. The following statement describes the general information-gathering and usage practices of our sites.

Our staff, contractors, Internet service providers and others involved in this site follow this policy or similarly strict policies regarding your Information.

Disclosure

The Company is committed to fully disclosing our policies regarding the collection, use, maintenance, disclosure and security of personal information obtained from users of our site. The term "personal information" includes a name, address, email address, or any other information which could be used to contact you directly or to identify you personally.

Use and Disclosure Limitations

The Company only uses personal information about its Web site users for specific purposes. We do not share user information with third parties except when we have told users about the disclosures, when we have prior consent, or when required by law.

Use Policy: When the Company gathers personal information from users, we ask for permission first. We also disclose, at the time of collection, how the information will be used by us. Personal information is used for activities such as auto-completion of commonly-used forms and helping us contact you when you solicit information from us.

Disclosure Policy: We do not normally disclose personal information to anyone outside of the Company unless we have previously informed users about the disclosures. However, some data may be used from time to time by outside contractors, including auditors or consultants, to assist us in carrying out necessary financial or operational activities. These uses will be consistent with this privacy policy and all contractors using this potential personal information must agree to safeguard it, to use it only for the authorized purpose, and to return it or destroy it upon completion of the activity.

The Company might be required to disclose personal information in response to a valid legal process such as a subpoena, search warrant or court order.

Although unlikely, it is possible that we may have to make certain disclosures to ensure the security of our Web site, to protect its integrity, or to take precautions against potential liability. In any of these situations, we will take any reasonable steps to limit the scope of the data disclosed.

Web Logs: The Company maintains standard Web logs that record basic information about visitors to our Web site. These logs contain: * The Internet domain from which you came to our Web site. * Your IP address. An IP address is a series of numbers which uniquely identifies your connection to the Internet. Although it is possible in some instances, certain types of IP addresses may be used by interested persons to identify users but we do not attempt to identify users in this way. * The type of browser (e.g., Internet Explorer or Netscape) and operating system (e.g., Windows 98) you use. * The date and time you visited the site, and the pages you saw.

We use Web log information to design our Web site, identify popular features, and in similar ways. We do not try to identify individuals from Web logs or to link Web logs to other user information. However, if someone tries to damage our Web site or use it in an unauthorized or illegal way, we may share Web log information with law enforcement agencies. The Company may provide aggregate information such as the number of users who visit particular pages of the site, or the number of people who link to certain external sites from our site, to other parties.

Changes to Privacy Policy

The Company's features and services will change over time and our information-gathering practices and policies may also change.

While our philosophy of protecting user information from inappropriate uses and disclosures will not change, this policy will be updated occasionally to include any change that materially affects the collection, maintenance, use, or disclosure of personal information.

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