PeakImpact.com and all related Websites TERMS OF USE AGREEMENT The PeakImpact.com Web Site (the "Site") is an online information service provided by Peak Impact Inc. ("PEAK"), subject to your acceptance of the terms and conditions set forth below. Please read this Terms of Use Agreement ("Agreement") carefully before accessing or using the Site. By accessing or using the Site, you are agreeing, without limitation or qualification, to be bound by, and comply with, the terms and conditions set forth below. PEAK may modify this Agreement at any time, and such modifications shall be effective immediately upon posting of the modified agreement on the Site. You agree to review the terms and conditions of the Site periodically to be aware of such modifications. Your continued access or use of the Site shall be deemed your acceptance of the modified Agreement. 1. Intellectual Property Rights. The entire contents of the Site are protected by copyright, database rights, trade marks and other intellectual property rights. No right to use or license of any of those intellectual property rights is granted except as explicitly set out in this Agreement. YOU MAY NOT MODIFY, COPY, REPRODUCE, REPUBLISH, UPLOAD, POST, TRANSMIT, OR DISTRIBUTE, IN ANY MANNER, THE MATERIAL ON THE SITE, INCLUDING TEXT, GRAPHICS, CODE AND/OR SOFTWARE. You may print and download portions of material from the different areas of the Site solely for your own non-commercial use provided that you agree not to change or delete any copyright or proprietary notices from the materials. 2. License to User Content You agree to grant to PEAK a non-exclusive, royalty-free, worldwide, perpetual license, with the right to sub-license, to reproduce, distribute, transmit, create derivative works of, publicly display and publicly perform any materials and other information (including, without limitation, ideas contained therein for new or improved products and services) you submit to any public areas of the Site (such as bulletin boards, forums and newsgroups) or by e-mail to PEAK by all means and in any media now known or hereafter developed. You also grant to PEAK the right to use your name in connection with the submitted materials and other information as well as in connection with all advertising, marketing and promotional material related thereto. You agree that you shall have no recourse against PEAK for any alleged or actual infringement or misappropriation of any proprietary right in your communications to PEAK. 3. Use of the Site. You understand that, except for information, products or services clearly identified as being supplied by PEAK, PEAK does not operate, control or endorse any information, products or services on the Internet in any way. Except for PEAK- identified information, products or services, all information, products and services offered through the Site or on the Internet generally are offered by third parties, that are not affiliated with PEAK. You also understand that PEAK cannot and does not guarantee or warrant that files available for downloading through the Site will be free of infection or viruses, worms, Trojan horses or other code that manifest contaminating or destructive properties. You are responsible for implementing sufficient procedures and checkpoints to satisfy your particular requirements for accuracy of data input and output, and for maintaining a means external to the Site for the reconstruction of any lost data. YOU ASSUME TOTAL RESPONSIBILITY AND RISK FOR YOUR USE OF THIS SITE AND THE INTERNET. PEAK PROVIDES THE SITE AND RELATED INFORMATION "AS IS" AND DOES NOT MAKE ANY EXPRESS OR IMPLIED WARRANTIES, REPRESENTATIONS OR ENDORSEMENTS WHATSOEVER (INCLUDING WITHOUT LIMITATION WARRANTIES OF TITLE OR NONINFRINGEMENT, OR THE IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE) WITH REGARD TO THE SERVICE, ANY MERCHANDISE INFORMATION OR SERVICE PROVIDED THROUGH THE SERVICE OR ON THE INTERNET GENERALLY, AND PEAK SHALL NOT BE LIABLE FOR ANY COST OR DAMAGE ARISING EITHER DIRECTLY OR INDIRECTLY FROM ANY SUCH TRANSACTION. IT IS SOLELY YOUR RESPONSIBILITY TO EVALUATE THE ACCURACY, COMPLETENESS AND USEFULNESS OF ALL OPINIONS, ADVICE, SERVICES, MERCHANDISE AND OTHER INFORMATION PROVIDED THROUGH THE SERVICE OR ON THE INTERNET GENERALLY. PEAK DOES NOT WARRANT THAT THE SERVICE WILL BE UNINTERRUPTED OR ERROR-FREE OR THAT DEFECTS IN THE SERVICE WILL BE CORRECTED. 4. Limitation of Liability. IN NO EVENT WILL PEAK BE LIABLE FOR (I) ANY INCIDENTAL, CONSEQUENTIAL, OR INDIRECT DAMAGES (INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS, BUSINESS INTERRUPTION, LOSS OF PROGRAMS OR INFORMATION, AND THE LIKE) ARISING OUT OF THE USE OF OR INABILITY TO USE THE SERVICE, OR ANY INFORMATION, OR TRANSACTIONS PROVIDED ON THE SERVICE, OR DOWNLOADED FROM THE SERVICE, OR ANY DELAY OF SUCH INFORMATION OR SERVICE. EVEN IF PEAK OR ITS AUTHORIZED REPRESENTATIVES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, OR (II) ANY CLAIM ATTRIBUTABLE TO ERRORS, OMISSIONS, OR OTHER INACCURACIES IN THE SERVICE AND/OR MATERIALS OR INFORMATION DOWNLOADED THROUGH THE SERVICE. BECAUSE SOME STATES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, THE ABOVE LIMITATION MAY NOT APPLY TO YOU. IN SUCH STATES, PEAK LIABILITY IS LIMITED TO THE GREATEST EXTENT PERMITTED BY LAW. PEAK makes no representations whatsoever about any other web site which you may access through this one or which may link to this Site. When you access a non-PEAK web site, please understand that it is independent from PEAK, and that PEAK has no control over the content on that web site. In addition, a link to a PEAK web site does not mean that PEAK endorses or accepts any responsibility for the content, or the use, of such web site. 5. Indemnification. You agree to indemnify, defend and hold harmless PEAK, its officers, directors, employees, agents, licensors, suppliers and any third party information providers to PEAK and/or the Site from and against all losses, expenses, damages and costs, including reasonable attorneys' fees, resulting from any violation of this Agreement (including negligent or wrongful conduct) by you or any other person accessing the Site. 6. Third Party Rights. The provisions of this Agreement are for the benefit of PEAK and its officers, directors, employees, agents, licensors, suppliers, and any third party information providers to PEAK and/or the Site. Each of these individuals or entities shall have the right to assert and enforce those provisions directly against you on its own behalf. 7. Termination; Survival. This Agreement shall continue in effect for as long as you use the Site, unless specifically terminated earlier by PEAK. All provisions of this Agreement which impose obligations continuing in their nature shall survive termination of the Agreement. 8. Governing Law; Severability; Non-Waiver. This Agreement shall all be governed and construed in accordance with the laws of the Province of Ontario without giving effect to its conflict of law provisions. You agree that any legal action or proceeding between PEAK and you for any purpose concerning this Agreement or the parties' obligations hereunder shall be brought exclusively in a federal or provincial court of competent jurisdiction sitting in the city of Ottawa in the Province of Ontario. If any portion of this Agreement is ruled by a court of competent jurisdiction to be unlawful, void, or for any reason unenforceable, then, to the maximum extent permitted by law, the provision shall be reformed to reflect the intent of the parties or if the provision cannot be so reformed, severed from the contract, it being agreed that such severance shall not affect the validity and enforceability of the remaining provisions of the Agreement. PEAK's failure to exercise any right or provision of the Agreement shall not constitute a waiver of such right or provision. Any rights not expressly granted herein are reserved. Last updated: June 25, 2008.