PEERCISELY INC. TERMS OF SERVICE


Effective as of April 27, 2015


PLEASE READ THE FOLLOWING TERMS OF SERVICE CAREFULLY. BY ACCESSING OR USING THE PEERCISELY APPLICATION AND ANY SERVICES PROVIDED BY US, YOU AGREE TO BE BOUND BY THESE TERMS OF SERVICE. IF YOU DO NOT AGREE TO ALL OF THESE TERMS OF SERVICE, YOU MAY NOT ACCESS OR USE THE SERVICES PROVIDED BY US.


The Terms of Service (the “Terms”) apply when you view or use peercisely Inc.’s (“peercisely”, “we”, “our” or “us”) website located at www.peercisely.com (the “Website”) or by accessing our mobile application called peercisely (the “App”) on your mobile device. The Website, the App and any feature, content, tool and service accessible through the Website or App are collectively referred to as the “Service.”


PRIVACY POLICY

peercisely respects the privacy of its Service users. Please refer to peercisely’s Privacy Policy (found here: http://www.peercisely.com/privacy.html) which explains how we collect, use, and disclose information that pertains to your privacy. When you access or use the Service, you signify your agreement to this Privacy Policy.


ABOUT THE SERVICE

The Service primarily consists of a website and downloadable mobile phone application for companies to post jobs and find potential candidates for the job and for users to refer their peers and compete with other social referrers to earn rewards benefitting their favorite charities.


LICENSE GRANT

Subject to the terms, conditions and limitations set forth in these Terms, peercisely hereby grants you a non-exclusive, non-transferable and revocable license to access and use the Service for your personal and internal business use only, except as otherwise specifically permitted under a written agreement entered into with peercisely. This license does not allow you to use the App on any mobile device that you do not own or control, and You may not distribute or make the App available over a network where it could be used by multiple devices at the same time. You may not rent, lease, lend, sell, redistribute or sublicense the Service. You may not copy (except as expressly permitted by this license and the usage rules established by your mobile device platform or service provider), decompile, reverse engineer, disassemble, attempt to derive the source code of, modify, or create derivative works of the Service, any updates, or any part thereof (except as and only to the extent any foregoing restriction is prohibited by applicable law or to the extent as may be permitted by the licensing terms governing use of any open sourced components included with the Service). You may not remove, alter or obscure any copyright, trademark or other proprietary rights notice on or in the App or the Website. Any attempt to do so is a violation of our rights. If you breach any of the foregoing restrictions your right to use the Services will immediately cease, you will have violated our rights and may be subject to prosecution and damages. The terms of the license will govern any upgrades provided by us that replace and/or supplement the

original Service, unless such upgrade is accompanied by a separate license in which case the terms of that license will govern.


You acknowledge and agree that your use of the Service must also be in accordance with the usage rules established by your mobile device platform or service provider.


REGISTRATION DATA

Using the App you will be asked to create your own personalized account. In consideration of your use of the Services, you agree to (a) provide accurate, current and complete information about you as may be prompted by any registration forms made available via the Service ("Registration Data"); (b) maintain the security of your password and identification; (c) maintain and promptly update the Registration Data, and any other information you provide to peercisely, to keep it accurate, current and complete; and (d) accept all risks of unauthorized access to the Registration Data and any other information you provide to peercisely.


You may not use the Service if you are less than 18 years of age.


peercisely is under no obligation to retain a record of your account or any data or information that you may have stored by means of the account or your use of the Application and Services. You are only authorized to create and use one account for the Service. You are under no obligation to use or continue to use the Application or Services and may cease use of the Application or Services without notice to peercisely.


USER CONTENT AND YOUR CONDUCT

The Service includes interactive areas or services (“Interactive Areas”) in which you or other users can create, post or share content, materials, data, information, text, photos and/or other materials (“User Content”). You are solely responsible for your use of such Interactive Areas and the User Content you share. You hereby grant peercisely a perpetual, irrevocable license to use and display any User Content you post, upload or otherwise provide to peercisely.


You agree not to post, upload to, transmit, distribute, store, create or otherwise publish through the Service any of the following:


• User Content that is libelous, defamatory, profane, obscene, pornographic, sexually explicit, indecent, lewd, vulgar, suggestive, violent, harassing, hateful, threatening, offensive, discriminatory, bigoted, abusive, inflammatory, fraudulent, deceptive or otherwise objectionable;


• User Content that is illegal or unlawful, that would constitute, encourage or provide instructions for a criminal offense, or that would otherwise create liability or violate any local, state, provincial, national or international law;


• User Content that may infringe or violate any patent, trademark, trade secret, copyright, right of privacy, right of publicity or other intellectual property right, or any other right, of any party;


• Unsolicited promotions, political campaigning or commercial messages (SPAM), or any chain messages or User Content designed to deceive or trick a user of the Service;


• Private information of any third party including, but not limited to, addresses, phone numbers, email addresses, Social Security numbers and credit card numbers; and


• Viruses, corrupted data or other harmful, disruptive or destructive files or code, script or other software designed to automate any functionality on the Service without Peercisely’s express written consent. You further agree that you are solely responsible for your conduct while using the Service and that you will not do any of the following in connection with the Service or its users:


• Use the Service in any manner that could interfere with, disrupt, negatively affect or inhibit other users from fully enjoying the Service or that could damage, disable, overburden or impair the functioning of the Service in any manner;


• Collect any personally identifiable information about other users (except as specifically authorized by peercisely), or intimidate, threaten, stalk or otherwise harass or cause discomfort to other users of the Service;


• Use the Service for any commercial purpose other than to find a suitable candidate for a job you posted;


• Use the Service for any illegal or unauthorized purpose or engage in, encourage or promote any illegal activity or any activity that violates these Terms or any other rules or polices established from time-to-time by peercisely;


• Create an account, post any content, or otherwise use the Service if you are not at least 18 years of age;


• Modify, adapt, hack or emulate the Service;


• Circumvent or attempt to circumvent any filtering, security measures or other features designed to protect the Service or users of the Service or third- parties; and


• Infringe upon or violate the rights of peercisely, our users or any third party.



peercisely takes no responsibility and assumes no liability for any user conduct or for any User Content posted, stored or made available via the Service. peercisely will not be liable for any mistakes, defamation, slander, libel, omissions, falsehoods, obscenity, pornography or profanity you may encounter through the Service. Your use of the Service, including any Interactive Areas, is at your own risk. Enforcement of the user content and conduct rules set forth in these Terms is solely at peercisely’s discretion, and failure to enforce such rules in some instances does not constitute a waiver of our right to enforce such rules in other instances. In addition, these rules do not create any private right of action on the part of any third party or any reasonable expectation that the Service will not contain any content that is prohibited by these rules.


THIRD PARTY CONTENT

peercisely may display, include or make available content, data, information, applications or materials from third parties (collectively the "Third Party Content"). peercisely does not control, warrant, endorse or adopt any Third Party Content and does not assume and will not have any liability or responsibility to you or any other person for any third-party services, Third Part Content, or web sites, or for any other materials, products, or services of third parties. You acknowledge and agree that peercisely is not responsible or liable in any manner for any Third Party Content and is not responsible for examining or evaluating the content, accuracy, completeness, timeliness, validity, copyright compliance, legality, decency, quality or any other aspect of such Third Party Materials or web sites. Users use such Third Party Content contained therein at their own risk.


peercisely may also run advertisements and promotions from third parties on the Website or in the App or may otherwise provide information about or links to other third-party products or services. Any purchases or other transactions or actions made on or through links accessed from the Website or App are solely between the user and the third party from whom the purchase was made (the "Third-Party Seller"). Any business dealings, interactions or correspondence with, or participation in promotions of such Third Party Seller, and any terms, conditions, warranties or representations associated with such purchases, dealings or promotions, are also solely between the user and such Third-Party Seller. peercisely is not responsible or liable for any loss or damage of any sort incurred as the result of any such third-party purchases, dealings, interactions, advertising or promotions or as the result of the presence of such third party information or content on the Website or in the App.


You understand that by using any of the Services or Third Party Content, You may encounter content that may be deemed offensive, indecent, or objectionable, which content may or may not be identified as having explicit language, and that the results of any search or entering of a particular URL may automatically and unintentionally generate links or references to objectionable material. Nevertheless, you agree to use the Services at Your sole risk and that the Application Provider shall not have any liability to you for content that may be found to be offensive, indecent, or objectionable.


PAYMENT FOR SERVICES

Parts of the Services, for example posting a job, are offered for a fee. Prices for such Services within the Website and the App may be displayed in a currency, e.g. coins, used only within the Website and/or App (“In-App-Coins”). Such In-App-Coins can be purchased within the Website and App using a third party payment service that is integrated into the Website and App. Portions of certain payments made will benefit select charity organizations, previously vetted by peercisely. The exact amount each charity receives depends on the quantity of peercisely users supporting their cause, and the quality of their referrals.


In connection with your payment for Services within the Website or the App, you acknowledge that: (a) peercisely is not responsible for any error by the third party payment service, and

(b) the posted prices for the Services include taxes, where applicable, and are deemed part of this Agreement.


When you make a purchase within the App you are representing to us that: (i) any credit information you supply is true and complete; (ii) charges incurred by you will be honored by

your credit card company; (iii) you will pay the charges incurred by you at the posted prices, including any applicable taxes, and (iv) that you agree to any terms, conditions and privacy policies of the third party payment service.


DESCRIPTIONS AND REFUNDS

peercisely encourages users posting jobs, social referrers and potential candidates to be as accurate as possible when generating User Content, such as job descriptions or candidate information. However, peercisely does not warrant that the Service or the User Content is complete, reliable, current or error-free. If you have reason to believe that a job offered through the Service does not meet the job description within the Service or a job candidate does not meet the qualifications described within the Service or that any other information provided within the Services is incorrect, your sole remedy is to not accept the job or candidate and contact peercisely immediately at legal@peercisely.com, and in any case no later than seven business days following the date you became aware of the incorrect description within the Service. peercisely will make a determination as to the merits of your claim and whether or not to take reasonable steps to correct the information in our sole discretion.


In any case you have no right to a refund from us, but we may in our sole discretion refund the purchase price of the Services or a portion thereof.


CONSENT TO USE OF DATA AND MOBILE COMMUNICATIONS

You agree that peercisely may collect and use technical data, personal information and related information in connection with your use of the Application including, but not limited to, contact information and technical information about your use, the device, system, software, and peripherals, that are gathered to analyze the use, features and functionality of the App and to facilitate the provision of software updates, product support and other services related to the App. peercisely is also authorized to contact you about our Services through the App or by using the contact information provided by You.


COMPATIBILITY WITH MOBILE DEVICES

peercisely does not warrant that the App will be compatible or interoperable with your mobile device or any other hardware, software or equipment installed on or used in connection with your mobile device.


CARRIER CHARGES

You acknowledge and understand that the Service requires and utilizes mobile phone service, data access and text messaging capabilities. Carrier rates for phone, data and text messaging may apply and you are responsible for any such charges.


ELECTRONIC COMMUNICATIONS

When you use the Service, or send e-mails to us, you are communicating with us electronically. You consent to receive communications from us electronically. We will communicate with you by e-mail or through the App. You agree that all agreements, notices,

disclosures and other communications that we provide to you electronically satisfy any legal requirement that such communications be in writing.


INTELLECTUAL PROPERTY

peercisely, the peercisely logos and any other product or service name or slogan contained in the Website and App are trademarks of peercisely and its suppliers or licensors, and may not be copied, imitated or used, in whole or in part, without the prior written permission of peercisely or the applicable trademark holder. You may not use any metatags or any other "hidden text" utilizing "peercisely" or any other name, trademark or product or service name of peercisely without our prior written permission. In addition, the look and feel of the Website and the App, including all page headers, custom graphics, button icons and scripts, is intellectual property of peercisely and may not be copied, imitated or used, in whole or in part, without our prior written permission. All other trademarks, registered trademarks, product names and company names or logos mentioned on the Website or in the App are the property of their respective owners. Reference to any products, services, processes or other information, by trade name, trademark, manufacturer, supplier or otherwise does not constitute or imply endorsement, sponsorship or recommendation thereof by us.


You acknowledge and agree that we and our licensors retain ownership of all intellectual property rights of any kind related to the Service, including applicable copyrights, trademarks and other proprietary rights. Other product and company names that are mentioned on the Service may be trademarks of their respective owners. We reserve all rights that are not expressly granted to you under this Agreement.


You may not, and you will not encourage, assist or authorize any other person to copy, modify, reverse engineer, decompile or disassemble, or otherwise tamper with, the App, whether in whole or in part, or create any derivative works from or of the App.


NO WARRANTY

YOU EXPRESSLY ACKNOWLEDGE AND AGREE THAT USE OF THE SERVICE AND PRODUCTS IS AT YOUR SOLE RISK AND THAT THE ENTIRE RISK AS TO SATISFACTORY QUALITY, PERFORMANCE, ACCURACY AND EFFORT IS WITH YOU. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE SERVICES AND PRODUCTS ARE PROVIDED "AS IS" AND “AS AVAILABLE”, WITH ALL FAULTS AND WITHOUT WARRANTY OF ANY KIND, AND PEERCISELY HEREBY DISCLAIMS ALL WARRANTIES AND CONDITIONS WITH RESPECT TO THE SERVICES AND PRODUCTS, EITHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES AND/OR CONDITIONS OF MERCHANTABILITY, OF SATISFACTORY QUALITY, OF FITNESS FOR A PARTICULAR PURPOSE, OF ACCURACY, OF QUIET ENJOYMENT, AND NON-INFRINGEMENT OF THIRD PARTY RIGHTS. PEERCISELY DOES NOT WARRANT AGAINST INTERFERENCE WITH YOUR ENJOYMENT OF SERVICES AND PRODUCTS, THAT THE FUNCTIONS CONTAINED THEREIN, OR SERVICES AND PRODUCTS PERFORMED OR PROVIDED WILL MEET YOUR REQUIREMENTS, THAT THE SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE, OR THAT DEFECTS IN THE SERVICES WILL BE CORRECTED. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY PEERCISELY OR ITS AUTHORIZED REPRESENTATIVE SHALL CREATE A WARRANTY. SHOULD THE SERVICES PROVE DEFECTIVE, YOU ASSUME THE ENTIRE COST OF ALL NECESSARY SERVICING, REPAIR OR CORRECTION. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES

OR LIMITATIONS ON APPLICABLE STATUTORY RIGHTS OF A CONSUMER, SO THE ABOVE EXCLUSION AND LIMITATIONS MAY NOT APPLY TO YOU.


LIMITATION OF LIABILITY

TO THE EXTENT NOT PROHIBITED BY LAW, IN NO EVENT SHALL PEERCISELY BE LIABLE FOR PERSONAL INJURY, OR ANY INCIDENTAL, SPECIAL, INDIRECT OR CONSEQUENTIAL DAMAGES WHATSOEVER, INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF PROFITS, LOSS OF DATA, BUSINESS INTERRUPTION OR ANY OTHER COMMERCIAL DAMAGES OR LOSSES, ARISING OUT OF OR RELATED TO YOUR USE OR INABILITY TO USE THE SERVICES, HOWEVER CAUSED, REGARDLESS OF THE THEORY OF LIABILITY (CONTRACT, TORT OR OTHERWISE) AND EVEN IF PEERCISELY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. SOME JURISDICTIONS DO NOT ALLOW THE LIMITATION OF LIABILITY FOR PERSONAL INJURY, OR OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THIS LIMITATION MAY NOT APPLY TO YOU. In no event shall

peercisely’s total liability to you for all damages (other than as may be required by applicable law in cases involving personal injury) exceed the amount of one hundred dollars ($100.00). The foregoing limitations will apply even if the above stated remedy fails of its essential purpose.


RELEASE

If you have a dispute with another user of the app you release peercisely (and our officers, directors, agents, subsidiaries, joint ventures and employees) from claims, demands and damages (actual and consequential) of every kind and nature, known and unknown, arising out of or in any way connected with such disputes. If you are a California resident, you waive California Civil Code §1542, 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.”


INDEMNIFICATION

You agree, at your sole expense, to defend, indemnify and hold peercisely, our independent contractors, service providers and consultants, and their respective directors, employees and agents, harmless from and against any and all actual or threatened suits, actions, proceedings (at law or in equity), claims, damages, payments, deficiencies, fines, judgments, settlements, liabilities, losses, costs and expenses (including, but not limited to, reasonable attorney fees, costs, penalties, interest and disbursements) caused by, arising out of, resulting from, attributable to or in any way incidental to your conduct, your violation of the Terms or your violation of the rights of any third-party.


TERMINATION

The Terms are effective until terminated by you or peercisely. Your rights under these Terms will terminate automatically without notice from peercisely if you fail to comply with any of the terms herein. Upon termination of the license, you shall cease all use of the Services, and destroy all copies, full or partial, of the App.


EXPORT RESTRICTIONS

You may not use or otherwise export or re-export the App except as authorized by United States law and the laws of the jurisdiction in which the App was obtained. In particular, but without limitation, the App may not be exported or re-exported (a) into any U.S. embargoed countries or (b) to anyone on the U.S. Treasury Department's list of Specially Designated Nationals or the U.S. Department of Commerce Denied Person’s List or Entity List. By using the App, you represent and warrant that you are not located in any such country or on any such list. You also agree that you will not use these products for any purposes prohibited by United States law, including, without limitation, the development, design, manufacture or production of nuclear, missiles, or chemical or biological weapons.


U.S. GOVERNMENT RIGHTS

The Licensed Application and related documentation are "Commercial Items", as that term is defined at 48 C.F.R. §2.101, consisting of "Commercial Computer Software" and "Commercial Computer Software Documentation", as such terms are used in 48 C.F.R. §12.212 or 48 C.F.R.

§227.7202, as applicable. Consistent with 48 C.F.R. §12.212 or 48 C.F.R. §227.7202-1 through 227.7202-4, as applicable, the Commercial Computer Software and Commercial Computer Software Documentation are being licensed to U.S. Government end users (a) only as Commercial Items and (b) with only those rights as are granted to all other end users pursuant to the terms and conditions herein. Unpublished-rights are reserved under the copyright laws of the United States.


GOVERNING LAW AND VENUE

The laws of the State of California, excluding its conflicts of law rules, govern these Terms and your use of the Services. Your use of the Licensed Application may also be subject to other local, state, national, or international laws. You agree that any action at law or in equity arising out of or relating to these Terms shall be filed only in the state and federal courts located in San Francisco County, California and you hereby irrevocably and unconditionally consent and submit to the exclusive jurisdiction of such courts over any suit, action or proceeding arising out of these Site Terms.


SEVERABILITY

If any provision of these Terms shall be deemed unlawful, void or for any reason unenforceable, then that provision shall be deemed severable from these Terms and shall not affect the validity and enforceability of any remaining provisions.


CONTACT

With questions about these Terms you may contact peercisely at the following email address: legal@peercisely.com