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Wall Street Oasis » Forums » VC Vernacular
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Breaking into VC from undergrad...my story
 

VCmonkey's picture
VCmonkey
      VC
 
 
(Senior Monkey, 69
 
Points)
 on 9/14/07 at 2:20pm

Breaking into VC/PE from undergrad is very challenging. I did it coming out of university (I cannot reveal which university since that will give me away...I'm on my firm's website). I also cannot reveal which VC fund for similar reasons, but I will tell you that it is an independent (not bank arm) and top-tier VC based in Silicon Valley.

In my case, I offered to work for free over a summer. In the end, they ended up paying me which was nice. You'll see that most professionals are not cold-hearted and will be nice if you show the willingness to work hard. I would recommend this if you do not have financial difficulties as it shows real dedication (no risk for the VC fund, serious candidate). I had some entrepreneurial experience in digital media, and spent the previous summer working as a business analyst in the technology group for a commercial bank (i.e. evaluating end-user requirements for custom-designed software).

I know a lot of people say that you should never work for free, but in my opinion, as an undergrad student your degree is commonplace so I don't see any problem doing so in order to break into a competitive field. Even if you're from an ivy (like me), the competition to break into PE/VC is fierce. After the summer, the partner who I worked for really liked me and pushed the other partners to create a new analyst position at the fund.

Feel free to ask me any further questions. I've talked to various VPs/Associates at my fund regarding recruiting new hires as well. So if you're interested in breaking into the industry I may be able to help you out.

  • VC Vernacular
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Mzz's picture

Good job. I'd do the same

Mzz
      O
 
 
(King Kong, 1,506
 
Points)
 on 9/14/07 at 4:07pm

Good job. I'd do the same (work for free), but like you said...need that money :(.

Hows the total comp at your firm? Your hours?

Since it was a new analyst position, what exactly do you do?

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VCmonkey's picture

Comp

VCmonkey
      VC
 
 
(Senior Monkey, 69
 
Points)
 on 9/14/07 at 4:47pm

The hours in VC is why everyone wants to work in the buyside. A lot of our investment team members are ex-ibankers, ex-consultants who burned out and became frustrated at their old jobs. At my fund, the hours are approximately 8AM-7PM every day. We never work weekends or pull all-nighters. The latest I have ever gone home is 11AM, and that was for an internal project that was being sent directly to the investment committee (i.e. all the partners who make investment decisions). Travel is fairly light too, I travel around 2 to three 3 times per month. Mind you, it's much much worse at the senior level. The partners typically travel 2 to 3 days per week.

From my informal conversations with people in the venture industry salaries are approximately as listed below:
(Base/Performance Bonus/Deal Sourcing Bonus*/Carry)
Analyst: 60,000/30,000/5-10,000/0
Associate: 100,000/50,000/10-20,000/0
VP: 200,000-250,000/?/?/0M-1M**
Principal/Junior MD: 500,000/?/?/1M-2M***
MD: 1M/?/?/3M-9M***
*Deal sourcing means finding and executing an investment opportunity
**VP carry based on performance of portfolio companies with board level representation only (i.e. not carry of all companies in portfolio)
***MDs are typically compensated based on performance on entire portfolio

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Logan's picture

Hey VCmonkey, thx for the

Logan
      IB
 
(Chimp, 15
 
Points)
 on 9/14/07 at 5:24pm

Hey VCmonkey, thx for the insight. I might get an opportunity to work at a VCFund this fall as an intern (i am still an undergrad) but I don't really have much of a clue as to what exactly VC Funds do. Like I know as much as a regular person interested in finance jobs but not specifics. I want to show a lot of interest in the company but I am guessing that requires extensive research. Only I do not know exactly what to research on (specific to what I might have to do). The company website doesn’t provide much information except that the Fund is focused on technology and clean/green energy companies.
Can you please help with the specifics of VC Funds? Thank you.

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VCmonkey's picture

VC job specifics

VCmonkey
      VC
 
 
(Senior Monkey, 69
 
Points)
 on 9/15/07 at 1:45pm

I received quite a few PMs asking me about what the job entails and specific financial skills required, so allow me to elaborate.

80% of the job duty of an analyst straight out of college is deal sourcing. In English, this means generating investment leads that can be transformed into real investments. 20% of the job is assisting in due diligence following a "Hot Deal" lead. Again, this means constructing financial models and marketing strategies that will help the investment team determine whether or not to invest. Usually, the technological evaluation will be performed by an expert within the team (i.e. a software deal with a VP with software experience/CompSci degree, a telecom hardware deal with an advisory board member who is the ex-CTO of BellSouth, etc.)

Deal Sourcing
In the case of a "good" venture capital fund, deal sourcing starts out by targeting a certain industry. Proactive deal sourcing is a better practice than reactive deal sourcing. Let's say I'm targeting the candy industry (silly example, I know). First, I research relevant aspects of the candy industry (dynamics, key players, market size, product leaders,etc.). Then the analyst sits down with other VPs/Associates/MDs and tries to answer the question: OK, so where is this industry headed ? This is a really really difficult question and is where you appreciate the value-added of a senior MD. Let's say we hypothesize the candy market is moving towards sugar free products. Once you answer this question, you figure out: OK, so what are the characteristics of a startup or mid-stage company that can exploit these changes. With this question answered, you now have a good mental picture of what kind of company you are looking for.

We are looking for a candy company that creates candy with revolutionary sugar-free products (no one else has come out with them), has defensible technology that will ensure its market leadership, and can be scaled nationally using venture capital. We expect the underlying technology used to become the dominant design in the industry, and there are no major health or security issues emanating from the technology. In addition, this investment candidate is open to management changes that the VC/PE partners will request using its rolodex of contacts. Bingo! Now we have a target company. Now the analyst goes out and starts looking for such a company. How? Reading trade journals, attending industry conferences, even cold-calling relevant professors in a university department related to the candy industry.

Due Diligence
Most VCs have a few investment bankers with strong financial modeling skills for tech companies. So these senior professionals train the analysts in financial modeling for technology startups. The financial modeling aspect of VC is really quite simple and this knowledge can be easily transferred. I would not stress financial skills too much (esp. for early stage, would stress for growth equity, mezz finance, and obviously LBOs), although it is important for an analyst to construct financial models from scratch.

In addition, you will learn due diligence on an ad hoc basis by sitting in on meetings, talking to associates and pretty much through osmosis. There is no "formula" or "checklist" for due diligence (like in accounting or law). Good VC firms develop individualized methodologies for a prospective deal. Once you've done intense research on one sector, you'll be able to contribute a lot to the due diligence process. If you are an analyst you should request a mentor for weekly 1 hour meetings. I've found this to be very helpful.

You'll notice sometimes VC funds insist on technical majors (i.e. CompSci). This is not because CompSci majors know everything about IT investments, it is because they have the "technical basis" to understand new technologies (even outside their domain of expertise). So having a technical aptitude is important.

Let me know if you have any other questions.

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VCmonkey's picture

Sorry I posted this twice

VCmonkey
      VC
 
 
(Senior Monkey, 69
 
Points)
 on 9/14/07 at 6:35pm

Sorry I posted this twice

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Mzz's picture

Fantastic posts! Thanks alot

Mzz
      O
 
 
(King Kong, 1,506
 
Points)
 on 9/14/07 at 9:26pm

Fantastic posts! Thanks alot

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PoppingMyCollar's picture

Good info, thanks for the

PoppingMyCollar
     
 
(Orangutan, 338
 
Points)
 on 9/15/07 at 12:15am

Good info, thanks for the posts

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newbie2banking's picture

Thank you for the

newbie2banking
     
 
(Senior Orangutan, 475
 
Points)
 on 9/16/07 at 6:27am

Thank you for the run-down... Most helpful for the board.

BTW, how did you learn the modeling?

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krazyjl's picture

thanks very interesting

krazyjl
      ER
 
(Chimp, 1
 
Points)
 on 9/18/07 at 10:23am

btw VCMonkey, sent you a PM.

Also, what's a "typical path" up the VC ladder? i.e. is MBA required to get to Associate, or any other qualifications, how many years are typical, etc.?

Thanks again

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MikiLzrd's picture

Thanks for the great

MikiLzrd
     
 
(Senior Baboon, 181
 
Points)
 on 9/22/07 at 9:58pm

Thanks for the great information! Keep the info coming..

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VCmonkey's picture

VC Career Path

VCmonkey
      VC
 
 
(Senior Monkey, 69
 
Points)
 on 9/24/07 at 12:13am

Hey everyone, sorry I was away for a few days so I could not answer questions. In order to help explain VC career paths, I've included a list of titles with corresponding experience/education/future career moves. If you want me to expand on anything, just post on this thread and I'll try to answer it:

Title - Relative number of positions relative to firm
- Typical Education*
- Typical Work Experience and Accomplishments
- Typical Future Expectations
* Note that very technical areas (i.e. biotech/networking equipment and related technology/semiconductors almost always required at least a master's degree in a technical and related subject)

Analyst - Very Few or None
- Undergraduate Degree (Technical subjects preferred)
- None or max 1 year of technology investment banking/management consulting/venture-backed startup/high-tech operations and sales
- Promotion to associate OR exit and work for portfolio company as business development guy OR exit and work for Google/Yahoo/Microsoft/Oracle as corporate strategy analyst OR exit to other finance (i.e. technology investment banking, hedge fund, other venture capital) OR exit to MBA

Associate - Few
- Undergraduate Degree (Technical subjects preferred)
- Minimum 2 years of technology investment banking/management consulting/high-tech operations and sales/experience in venture backed company as business development guy/technical guy
- Promotion to Vice President OR exit and work for portfolio company as business development guy OR exit and work for Google/Yahoo/Microsoft/Oracle as corporate strategy analyst OR exit to other finance (i.e. technology investment banking, hedge fund, other venture capital) OR exit to MBA

Vice President - About 25% of investment professionals
- Undergraduate Degree (Technical subjects preferred), Graduate degree preferred in related area, MBAs will start out as Vice-Presidents only if you have the qualifications listed below. Otherwise, MBAs without the qualifications below will start out as Associate.
-
1. Need to clearly demonstrate success as either analyst/associate for other VC/PE firm. This means you have sourced & executed a "very significant" number of highly successful venture deals at attractive valuations.
2. Need to clearly demonstrate success on Wall Street/Management Consulting. This means being a "thought leader" on areas related to technology. For example, McKinsey Engagement Managers will have published articles in McKinsey Quarterly. Investment banker will be "known" as go-to-guy for technology IPOs/M&As for deep understanding of technology issues.
3. Play a significant role (management) as part of a winning venture-backed team. This means you were at least a VP for a highly successful technology startup.
- Promotion to Principal OR exit and work for portfolio company as VP-level person on management team OR exit and work for Google/Yahoo/Microsoft/Oracle as corporate strategy team leader OR exit to other finance (i.e. technology investment banking, hedge fund, other venture capital)

Junior MD/Principal* and Managing Director** - Many
*The only real way to become a Principal is to be promoted from Vice President. I've seen very few Principal-level hires. The only way you can be hired as a Principal is if you were a VP/Principal at another venture fund in the past.
**I'm certain no one on this board is looking to join as an MD, basically to join as an MD you need to have been the CEO of a highly successful startup or an MD for another venture fund.

Phew...that's it for now, I'll answer the remaining questions in days to come...

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VCmonkey's picture

VC Financial Modeling

VCmonkey
      VC
 
 
(Senior Monkey, 69
 
Points)
 on 9/26/07 at 12:58pm

So I got a few questions about the financial skills required to join a VC fund, specifically financial modeling.

*General Disclaimer: If an early/mid-stage VC fund demands strong financial modeling skills, you should run for the hills. Why? Because venture finance is not about complex deal structures, layers of debt or dividend payments. Venture is about fundamental company investing. The complex transactions only occur with very large and later stage deals or LBO deals.*

There are two models that VCs need to understand: valuation models and capitalization table ("cap" table) modeling. In English, this means (1) constructing some kind of analysis to derive the value of a startup and (2) doing a scenario analysis to evaluate returns for the investors and management of the startup.

The first exercise, valuation, is different from public company valuation. In a DCF analysis, a venture capital investment candidate will typically have a discount factor of 40%+. This means that even small changes in cash flow will cause gigantic differences in NPV. So for most early and mid stage companies you can cross out DCF. Comporables valuation, on the other hand, is very valid. Generally, startups valuation will be relative to other venture deals in the same space AND NOT publicly traded companies. Why? Venture capitalists assume all kinds of risks that publicly traded companies do not have, i.e. risk of board dynamic failure, risk of new critical hires, risk of failure of technology adoption, risk that management will not be able to operate in both a startup and hypergrowth environment, etc. Typically, valuation will start by asking, what's the lowest valuation that is reasonable for such a firm (given how many other VCs are chasing the deals). If many other VCs are chasing a particular deal (i.e. PayPal, Vonage, etc), sometimes the valuations become ridiculous and you'll see the top-tier VCs pulling out of the rat race. So valuation is based on either (1) what are the valuations of similar startups or if that is not available (2) what is the lowest value we can negotiate given our reputation and value-added?

Capitalization table modeling on the other hand, is quite complex. Basically in cap table model, you need to determine the different dynamics and returns in the future, given various scenarios. The different scenarios may be: many new rounds of Series A/B/C/D investments with new terms for the preferred shares/an M&A at a very low valuation/a succesful IPO/the founder selling his shares and exiting the company/the consequences of firing the CEO who is a significant shareholder/a sensitivity analysis for an IPO at different prices, etc. Needless to say, this can become very very complicated especially if there are more than 2 VC investors in multiples investment rounds. Note that if there is a "down round" (i.e. the valuation of the company falls from one round to the next), this triggers anti-diluation, which has all kinds of nasty consequences for the financial model.

How do you learn all this modeling? It's not too difficult. If you have a minimum level of financial aptitude (have taken finance classes, investment banking, etc.) you can learn the modeling based on old models developed in-house by the venture fund. If you study an older model, you should be able to pick it up fairly quickly.

BTW: almost all the information I post on the board is publicly available. So even though this information may seem "secret", it has been posted in many different blogs and forums relating to entrepreneurships and venture capital.

As always, keep the good questions coming,
VCMonkey

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minorparadox's picture

do you mind sharing what the

minorparadox
      IB
 
(Chimp, 2
 
Points)
 on 9/26/07 at 1:06pm

do you mind sharing what the promotion opportunities at your fund are? I'm also an undergrad who worked in VC as a summer internship. However, I'm reluctant to return to VC full time as an analyst because I was under the impression that analysts in VC generally do not have much of a career path. Most associates are recruited from MBA schools or banking/consulting, and exit opportunities are not that great. Basically, you can't really expect to climb all the way from analyst to principal without taking a detour into another industry along the way.

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aceman's picture

dude..

aceman
      O
 
(Senior Orangutan, 395
 
Points)
 on 9/27/07 at 7:15am

this is like, very informative. you're a cool dude.

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VCmonkey's picture

The

VCmonkey
      VC
 
 
(Senior Monkey, 69
 
Points)
 on 10/19/07 at 1:38pm

Well at my fund, there is an understanding that I will leave at the VP level and join a startup. You are right that Analyst --> MD without tech/startup experience is pretty much a no-go. But that's what I want to do anyway. And once you're in the VC world, it's a tiny world, so you have a leg-up on all the consultants/bankers trying to break into the industry because you have already passed the critical hurdle (accepted into a top-tier VC). At least this is what my associate friends tell me. In any case, there aren't that many analysts at IB/MC shops that stick around until they make partner. You'll see in your career (especially in North America) that moving around from place to place is a good thing to get a variety of exposure,
VCmonkey

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Simon96Taco's picture

MBA

Simon96Taco
      O
 
(Chimp, 8
 
Points)
 on 10/27/07 at 2:43am
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VCmonkey's picture

Hey Simon, Usually when MBAs

VCmonkey
      VC
 
 
(Senior Monkey, 69
 
Points)
 on 11/8/07 at 1:04pm
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IBWannaB's picture

Hi VCmonkey, How is equity

IBWannaB
      IB
 
(Orangutan, 337
 
Points)
 on 12/26/07 at 5:11pm
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LondonE11's picture

Thanks VCMonkey, this is

LondonE11
      IB
 
(Gorilla, 525
 
Points)
 on 1/8/08 at 9:37am
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Skier88's picture

VC/PE in Canada

Skier88
      CO
 
(Monkey, 39
 
Points)
 on 3/13/08 at 7:26pm
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VCmonkey's picture

Get out of Canada.

VCmonkey
      VC
 
 
(Senior Monkey, 69
 
Points)
 on 3/28/08 at 8:53am
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wintonheights's picture

BUMP Forum

wintonheights
      EN
 
 
(Orangutan, 333
 
Points)
 on 3/28/08 at 3:49pm
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Skier88's picture

Out of Canada....

Skier88
      CO
 
(Monkey, 39
 
Points)
 on 4/5/08 at 1:46pm
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mrcanuck's picture

mistake

mrcanuck
      ST
 
(Baboon, 126
 
Points)
 on 4/7/08 at 9:33am
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VCmonkey's picture

experience required

VCmonkey
      VC
 
 
(Senior Monkey, 69
 
Points)
 on 4/7/08 at 9:32am
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cphbravo96's picture

VCmonkey, I was curious if

cphbravo96
      PE
 
 
(Senior Neanderthal, 5,047
 
Points)
 on 4/21/08 at 4:25pm

"The trouble with our liberal friends is not that they're ignorant, it's just that they know so much that isn't so."
- Ronald Reagan

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Jamie Dimon's picture

Excellent information. I am

Jamie Dimon
      IB
 
(Senior Baboon, 190
 
Points)
 on 4/27/08 at 12:18pm
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Jamie Dimon's picture

Also, any insight on working

Jamie Dimon
      IB
 
(Senior Baboon, 190
 
Points)
 on 4/27/08 at 1:54pm
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Ardon_PiKA's picture

This has been the most

Ardon_PiKA
      O
 
(Chimp, 1
 
Points)
 on 5/26/08 at 4:46am
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islandergold's picture

There is a lot of

islandergold
     
 
(Senior Monkey, 95
 
Points)
 on 7/3/08 at 1:21pm
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VCmonkey's picture

In that case, feel free to

VCmonkey
      VC
 
 
(Senior Monkey, 69
 
Points)
 on 7/3/08 at 2:14pm
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islandergold's picture

No offense meant. You've

islandergold
     
 
(Senior Monkey, 95
 
Points)
 on 7/7/08 at 2:16am
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see.saw's picture

hey, i was just wondering

see.saw
      IB
 
(Baboon, 118
 
Points)
 on 7/21/08 at 9:05pm
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Alphaholic's picture

VC Monkey

Alphaholic
      CO
 
 
(Senior Orangutan, 487
 
Points)
 on 7/22/08 at 1:53am
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venturecapitalista's picture

Top VC firms

venturecapitalista
      VC
 
(Baboon, 166
 
Points)
 on 9/16/08 at 11:38am
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SAC's picture

VCMonkey, are you still

SAC
      HF
 
(King Kong, 1,171
 
Points)
 on 3/10/09 at 9:54am

Learn Financial Modeling
Interview Guides
Resumes

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Cornelius's picture

bump

Cornelius
     
 
(King Kong, 1,707
 
Points)
 on 4/12/09 at 10:27pm

------------
I'm making it up as I go along.

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intlconnection's picture

Great Thread

intlconnection
      CO
 
(Chimp, 13
 
Points)
 on 8/20/09 at 1:26am
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WHMD's picture

Where'd VCmonkey go?

WHMD
      IB
 
(Baboon, 159
 
Points)
 on 10/6/09 at 6:54pm
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sleepytm02's picture

i <3 VCmonkey

sleepytm02
      IB
 
(Senior Chimp, 16
 
Points)
 on 9/7/10 at 12:35am
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Cmoss's picture

def worth its weight in gold

Cmoss
      O
 
(Senior Orangutan, 491
 
Points)
 on 9/8/10 at 12:13pm
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ethane's picture

Quote: None or max 1 year of

ethane
      ST
 
(Senior Chimp, 24
 
Points)
 on 9/10/10 at 5:07am
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Cmoss's picture

i think he is referring to

Cmoss
      O
 
(Senior Orangutan, 491
 
Points)
 on 9/10/10 at 9:24am
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JohnDrzik's picture

thank you for the info

JohnDrzik
      IB
 
(Chimp, 15
 
Points)
 on 9/25/10 at 1:38am

John

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mav's picture

Hi all! I don't know if this

mav
     
 
(Monkey, 34
 
Points)
 on 10/25/10 at 6:20pm
    • Credits
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The contents of this Web Site, such as text, graphics, images, logos, button icons, software and other items (collectively, "Material"), are protected under both United States and foreign copyright, trademark and other laws. All Material is the property of the Company or its content suppliers or clients. The compilation (meaning the collection, arrangement and assembly) of all content on this Web Site is the exclusive property of the Company and protected by U.S. and international copyright laws. Unauthorized use of the Material may violate copyright, trademark, and other laws. You must retain all copyright, trademark, service-mark and other proprietary notices contained in the original Material on any copy you make of the Material. You may not sell or modify the Material or reproduce, display, publicly perform, distribute, or otherwise use the Material in any way for any public or commercial purpose. The use of the Material on any other web site or in a networked computer environment for any purpose is prohibited.

You shall not copy or adapt the HTML code that the Company creates to generate its pages. It is also protected by the Company?s copyright.

Acceptable Site Use.

General Rules: Users may not use the Web Site in order to transmit, distribute, store or destroy material (a) in violation of any applicable law or regulation, (b) in a manner that will infringe the copyright, trademark, trade secret or other intellectual property rights of others or violate the privacy, publicity or other personal rights of others, or (c) that is defamatory, obscene, threatening, abusive or hateful.

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.

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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:

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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.

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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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