Terms and Conditions

LICENSEE AGREEMENT

TERMS AND CONDITIONS

Peak Impact Inc. (hereinafter “PEAK”) collects personal information, referred to as Leads, and grants license for use of that information to companies and/or individuals (Licensees) that offer home-based business opportunities to individuals.

By obtaining license to use Leads from Peak Impact, the Licensee is entering into a binding and enforceable legal agreement with Peak Impact as set forth below. The Licensee represents and warrants that the person agreeing to the terms and conditions outlined this agreement is authorized to enter into this agreement.

As used in this Agreement, the term “Licensee” means the person and/or the company or entity which is entering into this Agreement.

By accessing or using the Site, the Licensee agrees, 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.

I. OBLIGATIONS OF PEAK

During the Term hereof, PEAK hereby agrees to grant the Licensee the right to use Leads.

The Leads, to the extent inventory so allows, are to be delivered in the quantity and frequency set forth in the Licensee’s order (placed via telephone, website, or email).

The Leads provided shall contain either a valid telephone number or a valid email address, and shall not be duplicative of any Leads previously provided in the previous 30 days to the Licensee by Peak Impact during the Term of this Agreement. Should any Lead provided not contain either a valid telephone number or email address or, in the alternative, be duplicative of Leads previously provided in the previous 30 days to the Licensee by Peak Impact during the Term of this Agreement, then Peak Impact agrees to give the Licensee a credit for each such Lead if, and only if, the Licensee identifies the defective Lead in writing and notifies Peak Impact within 72 hours of fulfillment of the Licensee’s order.

Peak Impact’s obligation to provide credit for Leads is limited to a maximum number of leads that is equal to 10% of the total number of leads that Licensee purchased in this transaction. Upon notification to Peak Impact’s Customer Service Department by telephone, Peak Impact may, at its sole discretion, provide credit for defective Leads in excess of the 10% limit. Peak Impact may terminate this Agreement and/or refuse to fulfill a Licensee’s order if Peak Impact determines that the Licensee is abusing its replacement policy.

The Licensee hereby agrees that all Leads provided to it comply in all material respects with the terms of this Agreement unless the Licensee provides Peak Impact with written notification of the Lead(s) that the Licensee believes are defective or non-conforming within 72 hours of fulfillment of the Licensee’s order. The Licensee shall, under no circumstances, be entitled to a refund.

II. OBLIGATIONS OF THE LICENSEE

During the Term hereof and subject to the other terms and conditions of this Agreement, Peak Impact grants to the Licensee a non-transferable, non-assignable limited license to use the Leads as follows:

The Leads are owned by Peak Impact. The Leads provided to the Licensee shall be used for only one time by the Licensee. The Licensee does not have the right to resell and/or sub-lease the Leads.
Peak Impact may lease Generic Leads up to three (3) times in the first seven (7) days. After that period, Peak Impact may lease the same Leads on demand.
Unless otherwise agreed upon, Company Specific Leads are leased exclusively to the company for which the Leads are generated for a period of thirty (30) days. After that period, Peak Impact may lease the same Leads on demand.
Peak Impact is not responsible for the use of its Leads by the Licensee or any other end user.
The Licensee agrees to use the Leads in a manner that strictly complies with all applicable provincial, federal, and international laws.
The Licensee agrees not to falsify transmission (header) information in any and all email it directly and/or indirectly initiates or causes to be sent to the Leads, or to take any other steps to disguise the true origin of the email and sender.
The Licensee agrees to only send email to Leads from a valid and working email address to which the Leads may respond.
The Licensee agrees to include the following information in all of the email it directly and/or indirectly initiates or causes to be sent to the Leads:

a) accurate email Subject heading line;
b) the Licensee’s physical mailing address; and
c) a clear and conspicuously displayed mechanism for the Leads to unsubscribe or “opt-out” of receiving any further emails (said mechanism to remain operational for not less than 30 days after transmission of the corresponding email).

The Licensee agrees to cease sending email to any and all Leads that have requested to “opt-out” or unsubscribe within seven (7) days of the corresponding request.
The above-mentioned Terms apply to all sales made by Reseller to a Licensee.

III. ADDITIONAL TERMS

1. License Restrictions

All rights not expressly granted herein are reserved by PEAK. This Agreement does not grant to the Licensee the right to use the Leads for any other purpose not expressly set forth above. PEAK does not grant any implied license under any patents, trademarks, trade secrets, copyrights or other proprietary rights held by PEAK.

The use by PEAK of an Online Lead Generation Form prepared by the Licensee or any third party does not grant to the License or any third party any rights whatsoever in and/or to the Leads generated therefrom.

The Licensee agrees not to use the Leads in any manner that is deceptive, improper, wrongful, unethical, and/or unlawful.

2. Pricing

The price for each PEAK lead product and/or service is in U.S. Dollars. Prices and products are subject to change without notice, at PEAK's sole discretion.

In the event a product is listed at an incorrect price or with incorrect information due to typographical error or error in pricing or product information received from our suppliers, PEAK shall have the right to refuse or cancel any orders placed for product listed at the incorrect price. PEAK shall have the right to refuse or cancel any such orders whether or not the order has been confirmed and your credit card charged. If credit card has already been charged for the purchase and your order is cancelled, PEAK shall immediately issue a credit to your credit card account in the amount of the charge.

3. Distribution of Information

PEAK reserves the right to distribute information to the Licensee, that is pertinent to the quality or operation of PEAK’s products and/or services. These announcements, made via telephone, email, facsimile and/or post, will be predominately informative in nature and may include notices describing changes, upgrades, new products or other information to add security or to enhance the use of PEAK’s products and/or services.

PEAK respects the rights of its Licensees to decline from receiving promotions from PEAK and/or their contracted benefit providers. Declining may affect the benefits the Licensee’s ability to participate in any promotional offers distributed through these announcements. To Opt Out, please utilize the links which are found at the bottom of any emails sent, provided by PEAK, and/or its contracted benefit providers.

4. Property Rights

All property rights in the Leads and any included materials provided to the Licensee remain the property of PEAK and are protected by Canadian copyright laws and any copyright laws of other countries.

5. Disclaimer

PEAK does not guarantee that the Leads provided pursuant to the terms of this Agreement will generate revenue to the Licensee. PEAK does not guarantee that the Leads provided can be contacted by the Licensee or that the Leads provided are not otherwise available from another source separate from PEAK. PEAK makes no representation whatsoever regarding the suitability, creditworthiness, viability, or legitimacy of the Leads. PEAK exercises no control over, and accepts no responsibility for, the acts and/or omissions of the Leads. Except as otherwise expressly set forth in this Agreement, the Licensee hereby agrees that the Leads are provided on an “as is, as available” basis.

PEAK MAKES NO EXPRESS OR IMPLIED WARRANTY, TO THE EXTENT PERMISSIBLE BY LAW, OTHER THAN THE WARRANTIES EXPRESSED ABOVE, IF ANY, AND SPECIFICALLY DISCLAIMS ANY WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.

6. Licensee’s Remedies

In all cases involving a failure of the Leads to conform to the express terms set forth above, PEAK’s sole obligation, and Licensee’s sole and exclusive remedy, is for PEAK to provide a credit to the Licensee in an amount equal to the amount actually paid by the Licensee to PEAK for the corresponding Lead(s) if, and only if, the Licensee notifies PEAK within 72 hours of its receipt of the corresponding Lead(s).

7. Limitation of Liability

The Licensee agrees that their sole and exclusive remedy, in law, in equity, or otherwise, with respect to this Agreement or any breach of these Terms and Conditions by PEAK is termination of this Agreement.

IN NO EVENT SHALL PEAK BE LIABLE FOR ANY LOST PROFITS OR LOSS OF BUSINESS, OR FOR LOST OR CORRUPTED DATA OR SOFTWARE. IN ADDITION, PEAK SHALL HAVE NO LIABILITY FOR ANY CONSEQUENTIAL, SPECIAL, PUNITIVE, RELIANCE, EXEMPLARY, INCIDENTAL, OR INDIRECT LOSS OR DAMAGES, WHETHER ANY CLAIM FOR SUCH DAMAGES IS BASED ON TORT, CONTRACT, OR OTHER THEORIES, AND WHETHER PEAK KNEW OR SHOULD HAVE KNOWN THE POSSIBILITY OF SUCH DAMAGES.

8. Indemnity

The Licensee shall defend, indemnify and hold harmless PEAK and its subsidiaries, affiliates, directors, officers, agents, or other partners and employees from and against any and all actions, claims, demands, proceedings, liabilities, damages, judgments, settlements, fines, penalties, costs, and expenses, including reasonable attorneys' fees, made by any third party due to or arising solely or in part from any (1) negligent act or omission by or willful misconduct of the Licensee, it’s employees and/or agents, (2) any claim that may be brought by a current or former employee, partner, and/or agent of the Licensee, (3) alteration or misuse by the Licensee of any PEAK product, promotional literature or proprietary materials, (4) false or misleading representations about PEAK or the products made by the Licensee, or (5) the Licensee 's breach of the terms of this Agreement or of any representation, warranty, covenant or agreement contained herein.

9. Termination

This Agreement may be immediately terminated by either Party, (i) in the event of a breach by either Party of an express warranty contained herein; (ii) if either Party becomes insolvent, admits in writing its inability to pay its debts as they mature, makes an assignment for the benefit of creditors, becomes subject to direct control of a trustee, receiver or similar authority, or is the subject of reorganization; or (iii) in the event either Party becomes subject to any bankruptcy or insolvency proceeding under federal, state or foreign statutes.

Each party accepts the risk of termination by the other. On termination, neither party will have any claim against the other for the investment it may have made in the relationship established under this Agreement or in anticipation of the sales and other revenue to be gained because of it.

10. General Provisions.

(a) Representations and Warranties. Each Party represents and warrants to the other that it has full right and authority to enter into this Agreement and to perform all of its obligations hereunder; that its execution and performance of this Agreement will not breach any agreement between itself and a third party; and that the provisions of this Agreement are binding upon and enforceable against it except as may be limited by applicable bankruptcy laws and other laws affecting creditors rights. PEAK represents and warrants that it shall use commercially reasonable efforts to provide the Licensee with the quantity of Leads set forth in Licensee’s order. The Licensee represents and warrants that it will not engage in any deceptive or unlawful trade practice and that it will comply in all respects to all applicable laws.

(b) Governing Law; Severability. This Agreement is governed by the laws of the Province of Ontario without giving effect to its conflict of law provisions. The United Nations Convention on Contracts for the International Sale of Goods will not apply to this Agreement. Section headings are for convenience only and will not be considered part of this Agreement. 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 this Agreement.

(c) Force Majeure. Neither party will be liable to the other for delay in performing any obligations under this Agreement, except the obligation to make payments, due to circumstances beyond its reasonable control, including, but not limited to, revolutions, insurrections, riots, wars, acts of enemies, national emergency, strikes, floods, embargoes, inability to secure materials or transportation, and acts of God or governmental authorities.

(d) Amendments and Waivers. The failure of either party to insist upon or enforce strict performance by the other or to exercise any right under this Agreement shall not be construed as a waiver or relinquishment to any extent of such party’s right to assert or rely upon any such provision or right in that or any other instance, and the same shall be and remain in full force and effect. No change, amendment or modification of any provision of this Agreement shall be valid unless in writing agreed by both parties. The Licensee understands that PEAK may be required to change these terms and conditions and/or the products and services provided from time to time. The Licensee will be required to agree to accept these changes and confirm acceptance in writing or PEAK may terminate this Agreement in accordance with the termination provisions set forth in this Agreement.

(e) Entire Agreement. This Agreement sets forth the entire agreement and understanding of the parties relating to the subject matter hereof, and merges all prior discussions and writings between them with respect to the contents of this Agreement. If any provision (or part thereof) of this Agreement is determined by a court of competent jurisdiction as part of a final nonappealable ruling, government action or binding arbitration, to be invalid, illegal, or otherwise unenforceable, such provision shall be enforced as nearly as possible in accordance with the stated intention of the parties, while the remainder of this Agreement shall remain in full force and effect and bind the parties according to its terms. This Agreement may be amended or superseded only by a written instrument executed by Peak Impact and the Licensee. This Agreement shall not be deemed accepted by, or binding upon, either party until executed by authorized representatives of both parties. This Agreement shall be binding upon and inure to the benefit of the successors and assigns of Peak Impact and the Licensee.

(f) Effective Date. The Effective Date is the date on which the Licensee accepts this Agreement, which for the purposes of this Agreement is the date the Licensee places an order for Leads with PEAK.

Last Updated: July 28, 2008