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The Pulse of the Workforce

PEAKEMPLOYEE, INC.
TERMS OF SERVICE
Updated April 26, 2015


Welcome to www.peakemployee.com, the website of PeakEmployee, Inc., a Washington corporation (the “Company,” “we,” or “us”). These terms of services control your use of www.peakemployee.com and the services provided thereunder, including but not limited to, the software and employee assistance services (collectively, the “Website”). By accessing or using the Website, you represent and warrant to the Company that you have read, understood, and agree to be bound by these terms of service (this “Agreement”), and that you agree to the collection and use of your information as set forth in the PeakEmployee, Inc. Privacy Policy, whether or not you are a registered user of our Website. This Agreement applies to all visitors, users, and others who access the Website (“Users”). If you do not agree to be bound by this Agreement, you must terminate your use of the Website immediately.

The Company may, in its sole discretion, modify or update this Agreement from time to time, and so you should review this page periodically. When we modify or update this Agreement in a material manner (an “Amendment”), we will update the date at the top of this page. Your continued use of this Website after any such Amendment constitutes your acceptance of the new terms and conditions contained in this Agreement. If you do not agree to the Amendment, you must terminate your use of the Website immediately.

1. ELIGIBILITY . This Website is intended solely for Users who are thirteen (13) years of age or older. Any use of, or access to, this Website by anyone under the age of thirteen (13) is unauthorized, unlicensed, and in violation of this Agreement. By using this Website, you represent and warrant to the Company that you are thirteen (13) years of age or older. If you are thirteen (13) years of age but less than eighteen (18) years of age, you represent and warrant that you are using the Website with the approval of, and supervision by, your parent or guardian. All Users acknowledge and agree that you may use the Website only in compliance with this Agreement and all applicable local, state, national, and international laws, rules and regulations.

2. LICENSE TO USE THE WEBSITE . Subject to the terms and conditions of this Agreement, the Company hereby grants you a non-exclusive, limited, non-sublicensable, non-transferable, freely revocable license to use the Website as permitted by the features of the Website. The Company reserves all rights not expressly granted herein in the Website and the Company Content (as defined below). The Company may terminate this license at any time for any reason or no reason, and use of this Website or any content herein other than as specifically authorized by this Agreement is strictly prohibited and will automatically terminated all licenses granted herein. Further, the Company may, without prior notice to you and for any reason or no reason: (i) modify the Website, stop providing the Website or features of the Website to you, or create usage limits for the Website; and (ii) terminate or suspend your access to the Website without liability.

3. WEBSITE RULES . As a condition to your use and access to this Website, you agree not to engage in any of the following prohibited activities: (i) copying, distributing, or disclosing any part of the Website in any medium, including without limitation by any automated or non-automated “scraping”; (ii) using any automated system, including without limitation “robots,” “spiders,” “offline readers,” etc., to access the Website in a manner that sends more request messages to the Company servers than a human can reasonably produce in the same period of time by using a conventional on-line web browser (except that the Company grants the operators of public search engines revocable permission to use spiders to copy materials from the www.peakemployee.com for the sole purpose of and solely to the extent necessary for creating publicly available searchable indices of the materials, but not caches or archives of such materials); (iii) transmitting spam, chain letters, or other unsolicited email; (iv) attempting to interfere with or compromise the system integrity or security or decipher any transmissions to or from the servers running the Website; (v) taking any action that imposes, or may impose at our sole discretion an unreasonable or disproportionately large load on our infrastructure; (vi) uploading invalid data, viruses, worms, or other software agents through the Website; (vii) collecting or harvesting any personally identifiable information from the Website; (viii) using the Website for any commercial solicitation purposes; (ix) impersonating another person or otherwise misrepresenting your affiliation with a person or entity, conducting fraud, hiding or attempting to hide your identity; (x) interfering with the proper working of the Website; (xi) accessing any content on the Website through any technology or means other than those provided or authorized by the Website; (xii) bypassing the measures we may use to prevent or restrict access to the Website, including without limitation features that prevent or restrict use or copying of any content or enforce limitations on use of the Website or the content therein; (xii) modifying or otherwise making any derivative uses of the Website or the Website content; (xiii) decompiling, disassembling, reverse engineering, or otherwise attempting to derive the source code from for the Website or any software associated with the Website; (xiv) altering or removing any copyright, trademark, or other protective notices contained in or on any portion of the Website; (xv) sell or commercially use the Website or the content herein; (xvi) submitting User Content or any other information or content that is known to you or reasonably known to you to be misleading, false, or inaccurate information; or (xvii) submitting User Content or any other information or content that is known to you or reasonably known to you to be unlawful, offensive, obscene, lewd, violent, threatening, harassing, or abusive, or that violate any right of any third party or are otherwise objectionable to the Company.

4. PRIVACY . We care about the privacy of our Users. You acknowledge and agree that: (i) your use of the Website is conditioned upon your consent to the Company’s Privacy Policy (the “Privacy Policy”); and (ii) by using the Website you consent to the collection, use, and disclosure of your personally information and aggregate data as set forth in our Privacy Policy. You represent and warrant to the Company that you have read the Privacy Policy and you agree to be bound by its terms and subject to the conditions stated therein.

5. REGISTRATION DATA; ACCOUNT SECURITY . You agree to: (i) provide accurate, current, and complete information about you as may be prompted by any registration forms on the Website ("Registration Data"); (ii) maintain the security of your password and identification; (iii) update the Registration Data as necessary to keep current; and (iv) accept all risks of unauthorized access to the Registration Data and any other information you provide to the Company. In addition, you agree not to access, use, or attempt to access or use, the identity or the Registration Data of any person other than you.

6. USER CONTENT; RESTRICTIONS ON USER CONTENT Some areas of the Website allow Users to post content such as comments, questions, photos, and other content or information (any such materials a User submits, posts, displays, or otherwise makes available on the Website “User Content”); provided, however, in no event will User Content include Feedback (as defined below).

You agree not to post User Content that: (i) may create a risk of harm, loss, physical or mental injury, emotional distress, death, disability, disfigurement, or physical or mental illness to you, to any other person, or to any animal; (ii) may create a risk of any other loss or damage to any person or property; (iii) may constitute or contribute to a crime or tort; (iv) contains any information or content that we deem to be unlawful, harmful, abusive, racially or ethnically offensive, defamatory, infringing, invasive of personal privacy or publicity rights, harassing, humiliating to other people (publicly or otherwise), libelous, threatening, profane, or otherwise objectionable; (v) contains any information or content that is illegal; (vi) contains any information or content that you do not have a right to make available under any law or under contractual or fiduciary relationships; or (vii) contains any information or content that you know is not correct and current. You represent, warrant, and covenant that any User Content that you post does not and will not violate third-party rights of any kind, including without limitation any intellectual property rights (as defined below) or rights of privacy. The Company reserves the right, but is not obligated, to reject and/or remove any User Content that the Company believes, in its sole discretion, violates these provisions.

In connection with your User Content, you affirm, represent and warrant the following: (i) your User Content and the Company’s use thereof as contemplated by this Agreement and the Website will not violate any law or infringe any rights of any third party, including but not limited to any intellectual property rights and privacy rights; (ii) the Company may exercise the rights to your User Content granted under this Agreement without liability for payment of any guild fees, residuals, payments, fees, or royalties payable under any collective bargaining agreement or otherwise; and (iii) all your User Content and other information that you provide to us is truthful and accurate. The Company takes no responsibility and assumes no liability for any User Content that you or any other User or third party posts or sends over the Website. You shall be solely responsible for your User Content and the consequences of posting or publishing it.

7. OWNERSHIP OF USER CONTENT LICENSE GRANT. As between you and your employer, and subject to any agreement between the Company and your employer, you acknowledge and agree that your employer owns all right, title, and interest in and to User Content.

8. FEEDBACK. The Company welcomes and encourages your feedback, comments, and suggestions for improvements to the Website, the services we offer, or other items related to our services or business (together, “Feedback”). You may submit Feedback by emailing us at info@peakemployee.com or any other email designated for Feedback from time to time. By submitting Feedback, you acknowledge and agree that: (i) your disclosure is gratuitous, unsolicited, and without restriction; (ii) the Company is under no fiduciary duty to you regarding the Feedback; (iii) we are free to use the Feedback without any additional compensation to you; (iv) all Feedback becomes the exclusive property of the Company; and (v) you irrevocably assign to the Company your complete right, title, and interest in Feedback, including any and all intellectual property rights contained therein. Additionally, at the Company’s request and expense, you agree to execute documents and take such further action as may be reasonably requested to assist the Company in acquiring, perfecting, or maintaining subject intellectual property rights.

9. TRADEMARKS. All graphics, logos, page headers, button icons, scripts, and service names included in or made available through the Website are trademarks or trade dress of the Company. The Company's trademarks and trade dress may not be used in connection with any product or service that is not the Company’s, in any manner that is likely to cause confusion among customers, or in any manner that disparages or discredits the Company. All other trademarks not owned by the Company that appear in or on the Website are the property of their respective owners, who may or may not be affiliated with, connected to, or sponsored by the Company. Nothing contained on the Website grants or should be construed as granting, by implication, estoppel, or otherwise, any license or right to use any trademarks, trade names, service marks or logos displayed on the Website without the written permission of the Company or such other owner.

10. COPYRIGHT. All content included in or made available through the Website, such as text, graphics, logos, button icons, images, audio clips, digital downloads, and data compilations is the property of the Company or its licensed content suppliers and protected by United States and international copyright laws. The compilation of all content included in or made available through the Website is the exclusive property of the Company and protected by U.S. and international copyright laws.

11. DISCLAIMER TO ACCURACY OF INFORMATION . We attempt to ensure that information on the Website is complete, accurate, and current. Despite our efforts, the information on the Website may occasionally be inaccurate, incomplete, or out of date. We make no representation as to the completeness, accuracy, or currentness of any information on the Website.

12. ADVERTISEMENTS . The Company reserves in its sole discretion the right to display advertisements on the Website. Such advertisements will be considered a “third-party link” and your use or access of such advertisements will be governed by Section 13 of this Agreement.

13. THIRD PARTY LINKS . The Website may contain links to third-party websites that are not owned or controlled by the Company. The Company does not endorse or assume any responsibility for any such third-party sites, information, materials, products, or services. If you access a third party website from the Website, you do so at your own risk, and you understand that this Agreement and the Company’s Privacy Policy do not apply to your use of such sites. You expressly relieve the Company from any and all liability arising from your use of any third-party website, service, or content.

14. LINKS BY YOU TO THE WEBSITE . You may create hyperlinks to the Website, so long as: (i) the links only incorporate text, and do not use any trademark graphics that are owned or licensed to the Company; (ii) the links and the content on your website do not suggest any affiliation with the Company or cause any other confusion; and (iii) the links and the content on your website do not portray the Company or its services in a false, misleading, derogatory, or otherwise offensive matter, and do not contain content that is inappropriate for children or that is unlawful, offensive, obscene, lewd, violent, threatening, harassing, or abusive, or that violate any right of any third party or are otherwise objectionable to the Company. The Company reserves the right to suspend or prohibit linking to the Website for any reason, in its sole discretion, without advance notice or any liability of any kind to you or any third party.

15. INDEMNITY, DEFEND, & HOLD HARMLESS . You agree to defend, indemnify, and hold harmless the Company and its subsidiaries’, officers, directors, employees, contractors, agents, licensors, shareholders from and against any and all claims, damages, obligations, losses, liabilities, costs or debt, and expenses (including but not limited to attorney’s fees) arising out of or related to: (i) your use of and access to the Website, including all data, comments, or content transmitted by you via the Website; (ii) your violation of any term of this Agreement, including without limitation your breach of any of the representations and warranties above; (iii) your violation of any third-party right, including without limitation any right of privacy or intellectual property rights; (iv) your violation of any applicable law, rule or regulation; (v) User Content or any other information or content that is submitted by you including without limitation misleading, false, or inaccurate information; or (vi) negligent or willful misconduct.

16. WEBSITE WARRANTY DISCLAIMER . THE WEBSITE IS PROVIDED TO YOU ON AN “AS IS” AND “AS AVAILABLE” BASIS. USE OF THE WEBSITE IS AT YOUR OWN RISK. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE WEBSITE IS PROVIDED WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT. WITHOUT LIMITING THE FOREGOING, THE COMPANY, ITS SUBSIDIARIES, ITS AFFILIATES, AND ITS LICENSORS DO NOT WARRANT THAT THE CONTENT IS ACCURATE, RELIABLE OR CORRECT; THAT THE WEBSITE WILL MEET YOUR REQUIREMENTS; THAT THE WEBSITE WILL BE AVAILABLE AT ANY PARTICULAR TIME OR LOCATION, UNINTERRUPTED OR SECURE; THAT ANY DEFECTS OR ERRORS WILL BE CORRECTED; OR THAT THE WEBSITE IS FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. ANY CONTENT DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE WEBSITE IS DOWNLOADED AT YOUR OWN RISK AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR MOBILE DEVICE OR LOSS OF DATA THAT RESULTS FROM SUCH DOWNLOAD OR YOUR USE OF THE WEBSITE.

SOME STATES DO NOT ALLOW THE EXCLUSION OF SUCH WARRANTIES, SO THE ABOVE EXCLUSIONS MAY NOT APPLY TO YOU. THIS AGREEMENT GIVES YOU SPECIFIC LEGAL RIGHTS, AND YOU MAY ALSO HAVE OTHER RIGHTS WHICH VARY FROM STATE TO STATE. THE DISCLAIMERS AND EXCLUSIONS UNDER THIS AGREEMENT WILL NOT APPLY TO THE EXTENT PROHIBITED BY APPLICABLE LAW.

17. LIMITATION OF LIABILITY . TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL THE COMPANY, ITS AFFILIATES, AGENTS, DIRECTORS, EMPLOYEES, SUPPLIERS OR LICENSORS BE LIABLE FOR ANY INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES, INCLUDING WITHOUT LIMITATION DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA OR OTHER INTANGIBLE LOSSES, OR CLAIMS BASED IN CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, OR OTHER BASIS, ARISING OUT OF OR RELATING TO THE USE OF, OR INABILITY TO USE, THE WEBSITE.

UNDER NO CIRCUMSTANCES WILL THE COMPANY BE RESPONSIBLE FOR ANY DAMAGE, LOSS OR INJURY RESULTING FROM HACKING, TAMPERING OR OTHER UNAUTHORIZED ACCESS OR USE OF THE WEBSITE OR THE INFORMATION CONTAINED THEREIN. FURTHER, IN NO EVENT SHALL THE COMPANY, ITS AFFILIATES, AGENTS, DIRECTORS, EMPLOYEES, SUPPLIERS, OR LICENSORS BE LIABLE TO YOU FOR ANY CLAIMS, PROCEEDINGS, LIABILITIES, OBLIGATIONS, DAMAGES, LOSSES OR COSTS IN AN AMOUNT EXCEEDING U.S. TEN DOLLARS ($10.00).

18. UNITED STATES OPERATION . The Website is controlled and operated from facilities in the United States. The Company makes no representations that the Website is appropriate or available for use in other locations. Those who access or use the Website from other jurisdictions do so at their own volition and are entirely responsible for compliance with all applicable United States and local laws and regulations, including but not limited to export and import regulations. You may not use the Website if you are a resident of a country embargoed by the United States, or are a foreign person or entity blocked or denied by the United States government. Unless otherwise explicitly stated, all materials found on the Website are solely directed to individuals, companies, or other entities located in the United States.

19. GOVERNING LAW AND ARBITRATION . You agree that: (i) the Website shall be deemed solely based in the state of Washington; and (ii) the Website shall be deemed a passive one that does not give rise to personal jurisdiction over the Company, either specific or general, in jurisdictions other than Washington. This Agreement shall be governed by the internal substantive laws of the State of Washington, without respect to its conflict of laws principles. You agree to submit to the personal jurisdiction of the federal and state courts located in King County, Washington for any actions for which we retain the right to seek injunctive or other equitable relief in a court of competent jurisdiction to prevent the actual or threatened infringement, misappropriation or violation of a our copyrights, trademarks, trade secrets, patents, or other intellectual property or proprietary rights, as set forth in the Arbitration provision below.

20. ARBITRATION . READ THIS SECTION CAREFULLY BECAUSE IT REQUIRES THE PARTIES TO ARBITRATE THEIR DISPUTES AND LIMITS THE MANNER IN WHICH YOU CAN SEEK RELIEF FROM THE COMPANY. In the unlikely event that the Company has not been able to resolve a dispute it has with you after 60 days, we each agree to resolve any claim, dispute, or controversy (excluding any the Company claims for injunctive or other equitable relief) arising out of or in connection with or relating to this Agreement, or the breach or alleged breach thereof (collectively, “Claims ”), by binding arbitration by the Judicial Mediation and Arbitration Websites (“JAMS”) under the Optional Expedited Arbitration Procedures then in effect for JAMS, except as provided herein. The arbitration will be conducted in King County, Washington, unless you and the Company agree otherwise. Each party will be responsible for paying any JAMS filing, administrative and arbitrator fees in accordance with JAMS rules. The award rendered by the arbitrator shall include costs of arbitration, reasonable attorneys’ fees and reasonable costs for expert and other witnesses, and any judgment on the award rendered by the arbitrator may be entered in any court of competent jurisdiction. Nothing in this Section shall be deemed as preventing the Company from seeking injunctive or other equitable relief from the courts as necessary to protect any of the Company’s proprietary interests. ALL CLAIMS MUST BE BROUGHT IN THE PARTIES’ INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS ACTION, COLLECTIVE ACTION, PRIVATE ATTORNEY GENERAL ACTION OR OTHER REPRESENTATIVE PROCEEDING. THIS WAIVER APPLIES TO CLASS ARBITRATION, AND, UNLESS WE AGREE OTHERWISE, THE ARBITRATOR MAY NOT CONSOLIDATE MORE THAN ONE PERSON’S CLAIMS. YOU AGREE THAT, BY ENTERING INTO THIS AGREEMENT, YOU AND THE COMPANY ARE EACH WAIVING THE RIGHT TO A TRIAL BY JURY OR TO PARTICIPATE IN A CLASS ACTION, COLLECTIVE ACTION, PRIVATE ATTORNEY GENERAL ACTION, OR OTHER REPRESENTATIVE PROCEEDING OF ANY KIND.

21. DMCA NOTICE . We respect copyright owner rights, and it is the Company’s policy to respond to alleged infringement notices that comply with the Digital Millennium Copyright Act of 1998 (“DMCA”). If you believe that your copyrighted work has been copied in a way that constitutes copyright infringement and is accessible via the Website, please notify the Company’s copyright agent as set forth in the DMCA. For your complaint to be valid under the DMCA, you must provide the following information in writing:

1. An electronic or physical signature of a person authorized to act on behalf of the copyright owner;

2. Identification of the copyrighted work that you claim has been infringed;

3. Identification of the material that is claimed to be infringing and where it is located on the Website;

4. Information reasonably sufficient to permit the Company to contact you, such as your address, telephone number, and, e-mail address;

5. A statement that you have a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or law; and

6. A statement, made under penalty of perjury, that the above information is accurate, and that you are the copyright owner or are authorized to act on behalf of the owner.

The above information must be submitted to the following DMCA Agent:
Attn: DMCA Notice the Company
Address: 555 116TH Ave NE Suite. 206
Telephone: 844-336-7325
Email: info@peakemployee.com


UNDER FEDERAL LAW, IF YOU KNOWINGLY MISREPRESENT THAT ONLINE MATERIAL IS INFRINGING, YOU MAY BE SUBJECT TO CRIMINAL PROSECUTION FOR PERJURY AND CIVIL PENALTIES, INCLUDING MONETARY DAMAGES, COURT COSTS, AND ATTORNEYS’ FEES.

Please note that this procedure is exclusively for notifying the Company and its affiliates that your copyrighted material has been infringed. The preceding requirements are intended to comply with the Company’s rights and obligations under the DMCA, including 17 U.S.C. §512(c), but do not constitute legal advice. It may be advisable to contact an attorney regarding your rights and obligations under the DMCA and other applicable laws.

In accordance with the DMCA and other applicable law, the Company has adopted a policy of terminating, in appropriate circumstances, Users who are deemed to be repeat infringers. The Company may also at its sole discretion limit access to the Website to any Users who infringe any Intellectual Property Rights of others, whether or not there is any repeat infringement.

22. TERMINATION . You or we may suspend or terminate your use of the Website at any time, for any reason or for no reason. We reserve the right to change, suspend, or discontinue all or any aspect of the Website at any time without notice.

23. ASSIGNMENT . This Agreement, and any rights and licenses granted hereunder, may not be transferred or assigned by you, but may be assigned by the Company without restriction. Any attempted transfer or assignment in violation hereof shall be null and void.

24. NOTICE . The Company may provide notifications, whether such notifications are required by law or are for marketing or other business related purposes, to you via email notice, written or hard copy notice, or through posting of such notice on our website, as determined by the Company in our sole discretion. The Company reserves the right to determine the form and means of providing notifications to our Users, provided that you may opt out of certain means of notification. The Company is not responsible for any automatic filtering you or your network provider may apply to email notifications we send to the email address you provide us.

25. ENTIRE AGREEMENT/SEVERABILITY . This Agreement, together with any amendments and any additional agreements you may enter into with the Company in connection with the Website or the services the Company provides, shall constitute the entire agreement between you and the Company concerning the Website or the services the Company provides. If any provision of this Agreement is deemed invalid by a court of competent jurisdiction, the invalidity of such provision shall not affect the validity of the remaining provisions of this Agreement, which shall remain in full force and effect. No waiver of any term of this Agreement shall be deemed a further or continuing waiver of such term or any other term, and the Company’s failure to assert any right or provision under this Agreement shall not constitute a waiver of such right or provision.

26. CONTACT . Please contact us at info@peakemployee.com with any questions regarding this Agreement.