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Wall Street Oasis » Forums » I-Banking Bullpen
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EBITDA vs. Operating Cash Flow vs. Free Cash Flow
 

squawkbox's picture
squawkbox
      IB
 
 
(Gorilla, 643
 
Points)
 on 1/19/13 at 6:30pm
cashflow.JPG

Moderator note (Andy): this is a post from 2010 but squawkbox suggested its relevancy remains and can be very useful for those going through FT & SA interviews. "Don't beat it to hell because it's missing some small details, but it's good for what someone will need in the "hotseat" during the technical part of the interview".

Noticed EBITDA has been a common source of confusion. I hope this helps anyone with SA or FT interviews coming up. I left out some of the minutiae to keep it as relevant as possible.

----------------------------------------------
EBITDA = Earnings Before Interest Taxes Depreciation and Amortization

EBITDA = Operating Income + Depreciation + Amortization
= EBIT + Depreciation + Amortization
= Net Income + Income Tax Expense + Interest Expense + Depreciation + Amortization

***For advanced readers: it will also exclude stock based compensation in most instances since this is a non-cash charge**

Why do we prefer EBITDA over Net Income to gauge the strength/weakness of the firm?

1) In general, it is a much stronger indicator of ongoing, operational strength for the firm.
2) Taxes are considered "non-operational" in a sense because they can be affected by a variety of accounting and tax conventions. These have no bearing on the ongoing, operational strength of the firm. Companies with significant losses in the past will have "artificially" low taxes rates once they become profitable due to something called NOLs (e.g. Biotechs, Technology co's).
3) Interest expense is a function of leverage, not operations. Companies in any given industry will have varying degrees of interest expense based on the debt load they incur.
4) Depreciation expense is an accounting convention based on the PP+E of the firm. It has no bearing on the ongoing operational strength of the firm. Firms with high capital requirements (manufacturing, autos, retail, aircraft builders, airlines, transports) will have very high depreciation expense due to the nature of the assets they hold. We need to take depreciation "out" in order to see how the firm's operations actually performed in a given year
5) Amortization expense is another accounting convention dealing with the amortization of intangibles. Because it is an accounting convention, we want to take it "out" also. Companies with significant intangible assets on their balance sheets will have material amortization expenses reducing operational income. These usually result from acquisitions.

--------------------------------------------------------
Cash Flow from Operations (CFO/OCF)

CF from Ops
= Net Income + Depreciation + Amortization - Chg in Non Cash Current Assets(Inventory, A/R) + Chg in Non Debt Current Liabilities(A/P, Deferred Revs) + Non-Cash Items
= Net Income + Depreciation + Amortization - Chg Non Cash Working Capital + Non-Cash Charges

Why do we need Cash Flow from Operations when we already have EBITDA?

The key OPERATIONAL distinction between EBITDA and CFO/OCF is the Change in Net Working Capital. CFO/OCF are also burdened by taxes and interest expense.

Both will usually exclude the non-cash, one-time items.

There are many operational factors which come into account in the Change in Net Working Capital:

a) Deferred Revenue --> there are certain products and services a company can sell which will not show up in the traditional revenue account on the income stmt. A great example is the iPhone. Apple can only recognize (3/24) of the revenue of each iPhone they sell in a given quarter. As a result, EBITDA and Net Income are severely understated if we want to know Apple's operational performance for a given time period. However, the remainder of the revenue shows up in the Operating Section of the Cash Flow Statement. Compare Apple's Net Income to their Cash Flow from Operations to see the effect.

b) Operational Efficiency --> one example is inventory management. If a company needs more inventory, then that will require spending cash that could be put to other uses. This means that the current asset, inventory, goes up and "uses" cash. Another example is credit policy. What would be preferable, a company which only takes cash or one that allows you to push off payment for a year @ 0% interest. If a company records $100 of revenue but does not collect cash, then accounts receivable (current asset) will rise and "use" cash.

--------------------------------------------------------
Free Cash Flow (FCF)

Unlevered FCF = Free Cash flow to Firm (FCFF) = EBIT(1-T) + D&A - Change in NonCash WC - CAPEX

The FCFF represents the cash flows available to ALL investors after mandatory cash outflows for business needs have been taken out (including taxes).

The reason we need FCF instead of EBITDA and OCF is the CAPEX adjustment. Any capital intensive company will be spending money on a regular basis to buy/modify/upgrade/replace their fixed assets (stores, machines, equipment, airplanes). Capex can represent a significant reduction in cash flow for many of these companies. Look at the Cash Flow Statement for any of the airlines to see the effect. Capex is an ongoing, operational cash outflow that must be considered.

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Tags:
  • free cash flow
  • ebitda
  • I-Banking Bullpen
dagobert_duck's picture

Net working capital is

dagobert_duck
      O
 
(Senior Monkey, 66
 
Points)
 on 1/6/10 at 3:09am

Net working capital is inventory plus receivables minus payables instead of the difference between current assets and current liabilities.

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jhoratio's picture

I have an issue with your

jhoratio
      IB
 
 
(Senior Gorilla, 857
 
Points)
 on 1/6/10 at 1:28pm

I have an issue with your statement "depreciation is an accounting convention." Obviously that is true, but it's not like the numbers are just made up. They represent real cash having gone out the door. Unless the business has invented some new trick to make everything they own last forever - bet on them having to continue investing in the company. The best way to approximate what this ongoing "expense" would be? Depreciation. Looking at EBITDA and coming away that this is what cash flows "should be" is completely erroneous, because future capital expenditures will continue to require cash, often lots of it.

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squawkbox's picture

I completely agree that you

squawkbox
      IB
 
 
(Gorilla, 643
 
Points)
 on 1/6/10 at 1:39pm

I completely agree that you have to take depreciation into consideration for the long run. Leaving room for a D+A allowance is essential. Many of the 1980's LBOs failed because they erroneously thought they could replace capex/depreciation with interest.

However, if you want to see solely how a company's operations did in a given year, then D+A is irrelevant.

Nevertheless, if you still want to take depreciation into account, it's better to do so via Free Cash Flow. The current year's capex spending is more relevant than the current year's depreciation expense.

S/T Operational Performance --> EBITDA
L/T Overall Performance --> Free Cash Flow

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wkc207's picture

squawkbox wrote: I completely

wkc207
      IB
 
(Baboon, 131
 
Points)
 on 1/6/10 at 2:17pm
squawkbox:

I completely agree that you have to take depreciation into consideration for the long run. Leaving room for a D+A allowance is essential. Many of the 1980's LBOs failed because they erroneously thought they could replace capex/depreciation with interest.

However, if you want to see solely how a company's operations did in a given year, then D+A is irrelevant.

Nevertheless, if you still want to take depreciation into account, it's better to do so via Free Cash Flow. The current year's capex spending is more relevant than the current year's depreciation expense.

S/T Operational Performance --> EBITDA
L/T Overall Performance --> Free Cash Flow

Thanks very much for the post, it is extremely helpful for a Junior like myself looking for SA..

Just a very rookie question, how come deffered revenue is included in current libilities? shouldnt it be seen as similar to accounts receivable and placed in current assets?

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hungry's picture

"deferred" or unearned

hungry
      IB
 
(Senior Baboon, 239
 
Points)
 on 1/6/10 at 2:26pm

"deferred" or unearned revenue is a liability because services have yet to be rendered. Once they are a corresponding expense is incurred.

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squawkbox's picture

The classic example of

squawkbox
      IB
 
 
(Gorilla, 643
 
Points)
 on 1/6/10 at 2:41pm

The classic example of deferred revenue is "Unearned Rent".

Let's assume you pay your landlord (a publicly traded apartment REIT) for a year of rent in advance ($1200).

Since he has not actually delivered his product to you yet, he cannot recognize the $1200 as "revenue". In essence, you have made a short term "current" loan to your landlord. He debits cash $1200 and credits deferred revenue (a liability) by $1200 -- so the books balance.

Each month you live there, he can recognize "one month's" worth of rent ($100).

So in a given quarter he can recognize 3 month's worth of revenue ($300). He would debit the liability and credit his equity revenue account.

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jaclee317's picture

Yes, depending on your

jaclee317
      O
 
(Senior Baboon, 244
 
Points)
 on 1/6/10 at 2:50pm

Yes, depending on your accounting class/text, you might have seen it as a Customer Advances account instead of Unearned Revenue. Same thing. You got the money now, but you didn't "earn" the sale yet by providing the good/service. Just an accrual accounting concept.

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jimbrowngoU's picture

Think of it this way (this

jimbrowngoU
      VC
 
 
(King Kong, 1,304
 
Points)
 on 1/6/10 at 10:02pm

Think of it this way (this may be a helpful way to understand assets and liabilities as uses and sources of cash): You receive cash in advance, but cannot book it as revenue because services or goods have not been performed or delivered. Because of this, there is no reflection of this received cash on the statement of cash flow (revenue flows thru to net income, which starts off the CF). But you need to reflect the cash somehow -- so you create a liability account called deferred revenue and increase this account. This increase in liability will be reflected on the cash flow as a source of cash.

I just think it helps make the sometimes difficult concept of A&L as S&U of cash a bit more intuitive.

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icandoit's picture

squawkbox, Thanks very much

icandoit
      ST
 
(Chimp, 2
 
Points)
 on 1/7/10 at 7:45am

squawkbox, Thanks very much for posting this!

Just need a quick confirmation, the FCF formula is for the levered FCF, right? I believe for the unlevered FCF, we use EBIT(operation income)+ D&A - change in working capital- CAPEX. Also, the levered FCF depends on the capital structure while the unlevered FCF is capital structure neutral. Please correct me if I'm wrong...

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MezzKet's picture

squawkbox wrote: I completely

MezzKet
      PE
 
 
(Gorilla, 640
 
Points)
 on 1/7/10 at 8:38am
squawkbox:

I completely agree that you have to take depreciation into consideration for the long run. Leaving room for a D+A allowance is essential. Many of the 1980's LBOs failed because they erroneously thought they could replace capex/depreciation with interest.

However, if you want to see solely how a company's operations did in a given year, then D+A is irrelevant.

Nevertheless, if you still want to take depreciation into account, it's better to do so via Free Cash Flow. The current year's capex spending is more relevant than the current year's depreciation expense.

S/T Operational Performance --> EBITDA
L/T Overall Performance --> Free Cash Flow

That's exactly why LBOs calculate Fixed Cover Charge ratios and utilize EBITDA - CAPEX... EBIT can be done but this assumes that the assets are replaced dollar for dollar as they wear out... EBIT can be manipulated by the accounting treatment you use on the depreciation which isnt necessarily indicative of replacement capex, just fidgiting with accounting treatments to minimize / maximize taxes...

That's why when we look at heavy capex businesses, all leverage and purchase multiples are done off of EBITDA - CAPEX... Clearly FCF is the ideal method but the assumptions warp the accuracy even further... the less assumptions needed to achieve that number, the more accurate / reliable it can be, in my experience...

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squawkbox's picture

icandoit wrote: squawkbox,

squawkbox
      IB
 
 
(Gorilla, 643
 
Points)
 on 1/7/10 at 12:21pm
icandoit:

squawkbox, Thanks very much for posting this!

Just need a quick confirmation, the FCF formula is for the levered FCF, right? I believe for the unlevered FCF, we use EBIT(operation income)+ D&A - change in working capital- CAPEX. Also, the levered FCF depends on the capital structure while the unlevered FCF is capital structure neutral. Please correct me if I'm wrong...

Levered FCF = Free Cashflow to Equity (FCFE) = Net Income + D&A - Change in NonCash Working Capital + Net Change in Debt Load - Capex

Unlevered FCF = Free Cash flow to Firm (FCFF) = EBIT(1-T) + D&A - Change in NonCash Working Capital - Capex

To answer your question, yes the FCF I used in the first post was Levered FCF. However, in interviews, use the unlevered FCF when asked to do a DCF (Discounted Cash Flow Model). I went ahead edited it to be the unlevered.

The key element is remember is that FCFF and FCFE take capex into account, whereas the others (EBITDA, CF from Ops) do not.

Levered FCF --> certainly depends on capital structure

Unlevered FCF --> does not depend on capital structure

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reramos2's picture

Could you further explain the

reramos2
      IB
 
(Chimp, 11
 
Points)
 on 1/7/10 at 2:49pm

Could you further explain the whole LBO mistake of the 1980's and the ratio discussed? I don't get it, but I want to understand it.

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squawkbox's picture

EBITDA = Earnings/Cash flow

squawkbox
      IB
 
 
(Gorilla, 643
 
Points)
 on 1/7/10 at 3:29pm

EBITDA = Earnings/Cash flow available before interest, taxes, depreciation, and amortization

You (the company) have control over D+A and the interest expense. Taxes are a percentage of the remainder.

Let's say that the company, an airline, purchases a plane today for $500 million cash. This is capex.

Assume that the plane will last 5 years, and the company will need to purchase another one at that time using cash.

Assume the company does $100m of EBITDA each year. An aggressive LBO buyer will come in and borrow to the extent that he is incurring $100m of interest expense each year. He essentially is taking all of the cash from EBITDA to pay for debt. As a result, no cash is being "saved" for future capex.

At the end of the 5th year, the plane is useless and the company needs to buy another. But it can't because all of its EBITDA cash flow has been used for interest.

The company does not have a plane and therefore, does not have a business. The company goes bankrupt.

On the other hand, if the company had zero interest expense, then the EBITDA would have been saved as a "depreciation allowance". At $100m a year for five years, the company would have $500m in cash by the time the plane died and could have purchased another.

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jhoratio's picture

Reramos, Say there's an

jhoratio
      IB
 
 
(Senior Gorilla, 857
 
Points)
 on 1/7/10 at 3:28pm

Reramos,

Say there's an apartment building that's "worth" $100,000. It has a $60,000 30-year mortgage on it, leaving $40,000 of equity in the building. Let's say it generates $7,000 of rent annually. The annual interest and principal on a 30-year loan of 60K at 5% interest is about $3,865. Add $2000 in annual capital expense and our very simplified example clears about $1100 annually. Now here comes Mr. LBO man thinking he can do better. He buys the house with a loan for $98000 and 2000 of his own money. The annual payment on this loan is $6313. No matter, 7000 in rent covers it, but the annual capital expense will have to wait. That roof can hold out for another year or five. After five years, the present value of the loan is about $90,000 and the house is still "worth" $100,000. Let's assume that rents went up a bit over 5 years so the cash stream is a bit more valuable. Therefore equity now is $10,000. At this point, LBO man sells the house, pays off the loan, and goes home with $10,000. Turning $2000 into $10,000 over 5 years represents an IRR of 38% which he can brag to his friends about. The guy who bought the house from LBO man is not so lucky - the next year the roof caves in from neglect and all his tenants leave. The LBO guy may seem like a genius to his limited partners, but all he has done is taken full advantage of the available borrowing base and paid himself the five years worth of capital expense. LBO shops are not out to operate businesses but to create a high return for their investors. Remember, it was the companies that failed. The LBO shops that created the mess didn't fail at all - on the contrary they did just fine.

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reramos2's picture

So, this is what happened in

reramos2
      IB
 
(Chimp, 11
 
Points)
 on 1/7/10 at 5:14pm

So, this is what happened in the 1980 LBO craze? Alot of private equity firms took advantage of companies with steady cash flows?

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jhoratio's picture

Pretty much

jhoratio
      IB
 
 
(Senior Gorilla, 857
 
Points)
 on 1/7/10 at 5:41pm
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killscallion's picture

icandoit wrote: squawkbox,

killscallion
      IB
 
(Baboon, 112
 
Points)
 on 1/7/10 at 5:43pm
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icandoit's picture

thanks for your explanations,

icandoit
      ST
 
(Chimp, 2
 
Points)
 on 1/8/10 at 9:35am
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BCbanker's picture

Solid Post. Will def come up

BCbanker
      IB
 
 
(Gorilla, 633
 
Points)
 on 1/25/10 at 2:08pm
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rmivalue's picture

Goodwill no longer amortized

rmivalue
      IB
 
(Baboon, 107
 
Points)
 on 1/25/10 at 5:53pm
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squawkbox's picture

Good article on goodwill

squawkbox
      IB
 
 
(Gorilla, 643
 
Points)
 on 2/9/10 at 5:43pm
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squawkbox's picture

bump for you prospective

squawkbox
      IB
 
 
(Gorilla, 643
 
Points)
 on 11/19/10 at 2:48am
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hujja's picture

Assuming the indirect method

hujja
      O
 
(Monkey, 45
 
Points)
 on 11/20/10 at 12:16am
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squawkbox's picture

hujja wrote: Assuming the

squawkbox
      IB
 
 
(Gorilla, 643
 
Points)
 on 11/20/10 at 3:05am
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zoomi's picture

Which method do most

zoomi
     
 
(Monkey, 40
 
Points)
 on 1/17/12 at 11:30am
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DebunkingMyths's picture

Depends on where the company

DebunkingMyths
     
 
(Senior Monkey, 88
 
Points)
 on 1/17/12 at 11:39am
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squawkbox's picture

zoomi wrote: Which method do

squawkbox
      IB
 
 
(Gorilla, 643
 
Points)
 on 1/17/12 at 12:09pm
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Boothorbust's picture

Can someone clarify why we

Boothorbust
      O
 
 
(King Kong, 1,129
 
Points)
 on 1/17/12 at 12:13pm
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squawkbox's picture

Boothorbust wrote: Can

squawkbox
      IB
 
 
(Gorilla, 643
 
Points)
 on 1/17/12 at 12:19pm
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Boothorbust's picture

^ This makes sense, but

Boothorbust
      O
 
 
(King Kong, 1,129
 
Points)
 on 1/17/12 at 12:32pm
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squawkbox's picture

Boothorbust wrote: ^ This

squawkbox
      IB
 
 
(Gorilla, 643
 
Points)
 on 1/17/12 at 12:39pm
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Boothorbust's picture

Got it, thanks!

Boothorbust
      O
 
 
(King Kong, 1,129
 
Points)
 on 1/17/12 at 12:46pm
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DebunkingMyths's picture

EBITDA not good proxy if you

DebunkingMyths
     
 
(Senior Monkey, 88
 
Points)
 on 1/18/12 at 1:30am
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DebunkingMyths's picture

Squawkbox, most companies in

DebunkingMyths
     
 
(Senior Monkey, 88
 
Points)
 on 1/18/12 at 1:33am
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squawkbox's picture

DebunkingMyths

squawkbox
      IB
 
 
(Gorilla, 643
 
Points)
 on 1/18/12 at 9:06am
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DebunkingMyths's picture

Isn't it better to know both

DebunkingMyths
     
 
(Senior Monkey, 88
 
Points)
 on 1/18/12 at 9:17am
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squawkbox's picture

DebunkingMyths wrote: Isn't

squawkbox
      IB
 
 
(Gorilla, 643
 
Points)
 on 1/19/12 at 6:11pm
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ShreddiesBrah's picture

Boothorbust wrote: ^ This

ShreddiesBrah
     
 
(King Kong, 1,337
 
Points)
 on 1/19/12 at 6:36pm
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squawkbox's picture

Awon Eleyi Awon Eleyi Won Bad

squawkbox
      IB
 
 
(Gorilla, 643
 
Points)
 on 1/22/12 at 9:24am
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Do what I gotta do's picture

.

Do what I gotta do
     
 
(Monkey, 53
 
Points)
 on 6/18/12 at 5:54pm
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rouda2010's picture

So why so we even use EBITDA

rouda2010
     
 
(Chimp, 9
 
Points)
 on 1/20/13 at 5:32pm
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couchy's picture

rouda2010: So why so we even

couchy
     
 
(King Kong, 1,365
 
Points)
 on 1/23/13 at 3:45am
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fleetersamuelli's picture

yes, but which one would win

fleetersamuelli
      IB
 
(Senior Monkey, 78
 
Points)
 on 1/25/13 at 8:18pm
  • 0
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Bradmass's picture

In response to that airplane

Bradmass
      ER
 
(Chimp, 8
 
Points)
 on 3/6/13 at 9:27pm
  • 0
  •  
  •  

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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.

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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