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Beaker.com Terms of Use     Wednesday, July 15, 2009   Please read this web page carefully. It contains the Terms and Conditions governing your access to and use of the Beaker.com websites. If you do not accept these Terms and Conditions or you do not meet or comply with their provisions, you may not use the Site(s). If you are an employer using these Sites, you may have entered into a Subscription or Services Agreement with Beaker, Inc., in which case these Terms and Conditions, including the Exhibits attached hereto, are part of and incorporated into that Subscription or Services Agreement. These Terms and Conditions are effective as of  May 18th, 2010.   These Terms and Conditions, together with all Exhibits to these Terms and Conditions (as they may be amended from time to time by Beaker, Inc. form a binding agreement (the "Agreement") between you and Beaker, Inc.(the Company). Your access to or use of the Site(s) indicates your acceptance of these Terms and Conditions. You are agreeing to use the Site(s) at your own risk.   a.     Actively Transitioning Candidates: means a User who is accessing the Site(s) to search for a job. b.    Employers: means a person or entity that is accessing the Site(s) to post a job or for any reason related to the purpose of seeking candidates for employment. c.     The Site or Sites: The Beaker.com Web Site, the “Site”: includes www. Beaker.com  in its entirety and their related Sites owned or operated by Beaker, Inc., and includes their Content, Text, Graphics, Design, Programming and Services as applicable. d.    Graphics: means all artwork, images, photographs, digital images or other representations (as a picture, map, or graph) suggesting or conveying visual images used for illustration, representation, or decoration.   e.     Video and Audio Media: means sounds, music, videos, interactive features and the like. f.     Content: includes all Text, Graphics, Video and Audio Media, Design and Programming used on the Sites. g.    Text: includes all text on every page of the Sites, whether editorial, navigational, or instructional. h.     Design: includes the color combinations, and the page layout of the Sites. i.      Programming: includes both client-side code (HTML, JavaScript, etc.) and server-side code (Active Server Pages, VBScript, databases, etc.) used on the Sites.  j.      Document: refers to any posting to the Sites, whether job, profile, or other content uploaded anywhere on the Sites. k.     Services: means any services provided by Beaker, Inc. or its agents. l.      User: refers to any individual or entity who uses any aspect of the Sites. m.   You: "You" and "you" means the person who (or the entity on behalf of whom you are acting) that is agreeing to these Terms and Conditions   Beaker, Inc. may revise this Agreement at any time by updating this page. Changes will be binding on you on the date they are posted (or as otherwise stated in the any notice of such changes). Any use of the Sites will be considered acceptance by you of the then-current Terms and Conditions (including any Exhibits thereto). If at any time you find the Terms and Conditions unacceptable, you may no longer use the Site(s). Beaker, Inc. may change the Sites at any time. Any new or different terms supplied by you are specifically rejected by Beaker, Inc. unless Beaker, Inc. agrees to them in writing, specifically including those new or different terms.   Beaker, Inc., Beaker.com, and other Company graphics, logos, designs, page headers, button icons, scripts and service names are registered trademarks, trademarks or trade dress of Company in the U.S. and/or other countries. Company's trademarks and trade dress may not be used, including as part of trademarks and/or as part of domain names, in connection with any product or service in any manner that is likely to cause confusion and may not be copied, imitated, or used, in whole or in part, without the prior written permission of the Company.   The Site(s) and all right, title and interest in and to the Site(s) is the sole property of Beaker, Inc. or its licensors, and is protected by U.S. copyright and international treaties. Except for the limited licenses expressly granted to you in these Terms and Conditions, Beaker, Inc. reserves for itself and its licensors all other rights, titles and interests. Without limitation on the foregoing, you may not reproduce, modify, display, sell, or distribute the Content, or use it in any other way for public or commercial purpose. This includes copying or adapting the HTML code used to generate Web pages on the Site(s). "Beaker, Inc.," the Beaker, Inc. design logo and certain other names or logos are service marks or trademarks of Beaker, Inc., and all related product and service names, design marks and slogans are the service marks or trademarks of Beaker, Inc.. In addition, the "look" and "feel" of the Site(s) (including color combinations, button shapes, layout, design and all other graphical elements) are also protected by Beaker, Inc.'s trademarks, service marks and copyrights. All other product and service marks contained on the Site(s) are the trademarks of their respective owners.   You must be 18 years of age or older, or the age of majority as that is defined in your jurisdiction, whichever is older, to visit or use Beaker.com in any manner. You must also be currently employed or seeking employment in a life sciences industry (as defined by Beaker, Inc.). Users that do not meet these qualifications may be removed from the Site at the sole discretion of Beaker, Inc. By visiting Beaker.com or accepting these Terms of Use, You represent and warrant to the Company that You have reached the age of majority in your jurisdiction, and that You have the right, authority and legal capacity to agree to and abide by these Terms of Use. You also represent and warrant to the Company that You will use Beaker.com in a manner consistent with any and all applicable laws and regulations.   a.     General Use Rules The Site(s) is intended for use by two groups of Users. The first group is individuals seeking to advance and manage their careers using Beaker, Inc.’s web site. The second is Employers or recruiters seeking candidates for employment. You may use this Site(s) only for lawful purposes within the stated context of Beaker, Inc.’s intended and acceptable use of the Site(s). Beaker, Inc. is the sole interpreter of the Sites intended and acceptable use.   i)      User Disputes You are solely responsible for your interactions with other Beaker.com and users. We reserve the right, but have no obligation, to monitor disputes between you and other users.   b.    Use by Actively Transitioning Candidates Beaker, Inc. hereby grants you a limited, terminable, non-exclusive right to access and use the Site(s) only for your personal use seeking employment opportunities for yourself. You agree that you are solely responsible for the content of any Document you post to the Site(s) and any consequences arising from such posting. Your use of the Site(s) is a privilege. Beaker, Inc. reserves the right to suspend or terminate that privilege for any reason at any time, in its sole discretion.   c.     Use by Employers Beaker, Inc. hereby grants you a limited, terminable, non-exclusive right to access and use the Site(s) only for your internal business use seeking candidates for employment. You may not sell, transfer or assign any products or services or your rights to any products or services (including access to the Resume Database) provided by Beaker, Inc. to any third party without the express written authorization of Beaker, Inc. You agree that you are solely responsible for the content of any Document you post to the Site(s) and any consequences arising from such posting. Beaker, Inc. reserves the right to suspend or terminate your access and use at any time if Beaker, Inc. determines that you are in breach of any of these Terms and Conditions.   Users may not use any Beaker, Inc. Site in order to transmit, distribute, store or destroy material, including without limitation Beaker, Inc. Content, in violation of any applicable law or regulation, 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, that harasses, incites harassment or advocates harassment of another any group or individual, or that is defamatory, obscene, threatening, abusive, hateful, or libelous.   a.     Specifically Prohibited Uses The features of Beaker.com may be used only for lawful purposes by individuals seeking employment and career information and Employers seeking employees. The Company specifically prohibits any other use of Beaker.com. The following is a partial list of User Content that is prohibited on the Beaker, Inc. Sites. The list below is for illustration only and is not a complete list of all prohibited User Content:   i)      post jobs for modeling or talent or talent scouting positions on any Beaker, Inc. Site; ii)     use any Beaker, Inc. Site Resume Database for any purpose other than as an Employer seeking employees, including but not limited to using the information in the Resume Database to sell or promote any products or services; iii)    use any Beaker, Inc. Site for commercial recruitment, executive search, staffing, outsourced employment or any other professional employment or recruitment activity, unless expressly authorized by Beaker, Inc.;   iv)    publish, offer to distribute, promote or endorse false or misleading information or illegal activities; v)     display or link to pornographic, indecent or sexually explicit material of any kind or provide, or link to, material that exploits people under the age of 18 in a sexual, violent or other manner, or solicits personal information from anyone under 18; vi)    promote or endorse an illegal or unauthorized copy of another person's copyrighted work, such as providing or making available pirated computer programs or links to them, providing or making available information to circumvent manufacturer-installed copy-protect devices, or providing or making available pirated music or other media or links to pirated music or other media files; vii)   provide instructional information about illegal activities or other activities prohibited by these Terms, including without limitation, making or buying illegal weapons, or providing or creating computer viruses or pirating any media; viii)  take any action that imposes an unreasonable or disproportionately large load on any Beaker, Inc. Site's infrastructure;   b.    Posting Rules  Your Document(s) may not contain: i)      any jobs for any competitor of Beaker, Inc. or post any job or other content that contains links to any site competitive with Beaker, Inc.; ii)     URLs or links to Web sites (to advertise your company or Web site, please contact our sales department at sales@beaker.com.); iii)    copyrighted material (unless you own the copyright or have the owner's permission to post the copyrighted material); iv)    trade secrets (unless you own them or have the owner's permission to post them); v)     incomplete, false or inaccurate biographical information or information which is not your own; vi)    material that infringes on or misappropriates any other intellectual property rights, or violates the privacy or publicity rights of others; vii)   any franchise, pyramid scheme, "club membership", distributorship or sales representative agency arrangement or other business opportunity which requires an upfront or periodic payment, pays commissions only (except for postings that make clear that the available job pays commission only and clearly describes the product or service that the job seeker would be selling, in which case such postings are permissible), requires recruitment of other members, sub-distributors or sub-agents; viii)  keywords or white text or "hidden" keywords (including any words embedded in the Document and hidden from the User), restricted or password only access pages, or hidden pages or images; or any keywords that are irrelevant to the job or posting or are otherwise misleading; ix)    anything that is discriminatory, sexually explicit, obscene, libelous, defamatory, threatening, harassing, abusive, or hateful; or x)     anything that is embarrassing or offensive to another person or entity.   You may not use your Document(s) to: i)      impersonate another person, living or dead; ii)     post false, inaccurate or misleading information; iii)    post advertisements or solicitations of business (including, but not limited to, Email Processors, Project 21, franchises, "club memberships," distributorships, or anything requiring a monetary investment by the User, including a request for payment to obtain job listings); iv)    post chain letters or pyramid schemes. v)     Your Document(s) must contain sufficient detail to convey clearly to the User the nature and requirements of the job opportunity, or your qualifications as a candidate for employment. Documents that encourage the User to "email for more details" are not permitted. Documents from any third party charging a fee or restricting complete access to all profile information are prohibited. vi)    Job postings must be individual openings for traditional, W-2 or 1099 employees. vii)   Profile postings must contain the accurate profile of a living individual seeking employment on a full-time, part-time, or contractual basis on his or her own behalf. viii)  Beaker, Inc. is under no obligation to monitor the Documents posted on the Site, but it may monitor Documents at random. Documents found to violate the above Posting Rules may be removed at Beaker, Inc.'s discretion.   c.     Conduct Rules i)      You may not respond to postings by other Users in any manner or for any purpose other than that which is expected (i.e., to apply for the job or to initiate further discussion with the candidate, etc). Communications soliciting the employer's business by our competitors are prohibited. ii)     You may not send unsolicited communications to Users including unsolicited mail or e-mail, "junk mail", "chain letters," or "spamming",  or make unsolicited phone calls or unsolicited faxes regarding promotions and/or advertising of products or services. iii)    Protect your password. You are responsible for maintaining the confidentiality of your information and password. You are responsible for all uses of your registration, whether or not authorized by you. If others use your password to post inappropriate material on the Site, you risk losing your access to the Site. You agree to notify Beaker, Inc. immediately of any unauthorized use of your registration and password. iv)    Report inappropriate postings or conduct to Beaker, Inc at support@beaker.com.  v)     You may not delete or revise any material posted by any other person or entity. vi)    If at any time during the term of this Agreement Beaker, Inc. comes to the understanding that you: 1.     misled Beaker, Inc. of your business practices and/or services, or 2.     purchased services that do not represent your precise business, Beaker, Inc. reserves the right to terminate this agreement. i)      The Company has no obligation to screen User Content in advance and is not responsible for screening or monitoring User Content posted by Users. If notified by a User of communications which allegedly do not conform to these Terms of Use, the Company may in its sole discretion investigate the allegation and determine whether to take any actions whether to remove, or request the removal of, the User Content. The Company has no liability or responsibility to Users for performance or nonperformance of such activities.     d.    Security Rules Users are prohibited from violating or attempting to violate the security of the Site, including, without limitation: i)      accessing data not intended for such User or logging into a server or account which the User is not authorized to access; ii)     attempting to probe, scan or test the vulnerability of a system or network or to breach security or authentication measures without proper authorization; iii)    attempting to interfere with service to any User, host or network, including, without limitation, via means of submitting a virus to the Site, overloading, "flooding", "mailbombing" or "crashing"; iv)    notwithstanding anything to the contrary contained herein, use or attempt 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 any Beaker, Inc. Site other than the search engine and search agents available from the Company on such Beaker, Inc. Site and other than generally available third party web browsers (e.g., Netscape Navigator, Microsoft Explorer); v)     attempt to decipher, decompile, disassemble or reverse engineer any of the software comprising or in any way making up a part of any Beaker, Inc. Site; vi)    aggregate, copy or duplicate in any manner any of the Beaker, Inc. Content or information available from any Beaker, Inc. Site; or vii)   frame or link to any of Beaker, Inc. Content or information available from any Beaker, Inc. Site; or viii)  forging any TCP/IP packet header or any part of the header information in any e-mail or newsgroup posting.   Violation of these Security Rules and/or system or network security may result in civil or criminal liability. Beaker, Inc. 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.   In consideration of your use of the Site, you agree to: a.     provide certain accurate, current and complete information about you, as may be prompted by any registration forms on the Site including, without limitation a valid email address (your "Information"); b.    maintain the security and confidentiality of your Beaker, Inc. Account, Beaker, Inc. Profile, passwords, and if You are a Beaker, Inc. Subscriber, your Billing Account; c.     maintain and promptly update your Information, and any other information you provide to Beaker, Inc., to keep it accurate, current and complete; and d.    be fully responsible for all use of your account and for any actions that take place using your account. You agree to immediately notify the Company of any unauthorized use of your Beaker, Inc. Account, Beaker, Inc. Profile, passwords and your Beaker, Inc. Subscription Billing Account.   In addition to the Terms of Use and any privacy policy applicable to any Beaker, Inc. website, 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 will not disclose to any third party your name, address, e-mail address or telephone number without your prior consent, except to the extent necessary or appropriate to comply with applicable laws or in legal proceedings where such information is relevant. 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 Statement for further details regarding your Information. Without limiting any of the other disclaimers of warranty set forth in these Terms of Use, Beaker, Inc. does not provide or make any representation as to the quality or nature of any of the third party products or services purchased through Beaker.com or any other Beaker, Inc. Site, or any other representation, warranty or guaranty. Any such undertaking, representation, warranty or guaranty would be furnished solely by the provider of the applicable product or service, under the terms agreed to by the provider. If you cancel your Beaker, Inc. account, all your information collected by Beaker, Inc., including profiles, cover letters, saved jobs, questionnaires and email mailing lists may be deleted by and removed from Beaker, Inc. site and databases and cannot be retrieved once deleted.      You are solely responsible for your Beaker, Inc. Account information, Beaker, Inc.  Profile, content, messages or other information ("User Content") that You submit, publish or display (hereinafter, "post") on any Beaker, Inc. Site or transmit to other Users. By posting User Content to any Beaker, Inc. Site, You automatically grant, and You represent and warrant that You have the right to grant, to Beaker, Inc. an irrevocable, perpetual, non-exclusive, fully paid, worldwide license to use, copy, perform, display, and distribute such User Content and to prepare derivative works of, or incorporate into other works, such User Content, and to grant and authorize sublicenses thereof. By posting User Content to any public or non-public area of any Beaker, Inc. Site, including message boards, blog postings, forums, contests and chat rooms, You grant the Company and its affiliates the royalty-free, perpetual, irrevocable, sub-licenseable (through multiple tiers), non-exclusive right (including any moral rights) and license to use, reproduce, modify, adapt, publish, translate, create derivative works from, distribute, communicate to the public, perform and display the User Content (in whole or in part) worldwide and/or to incorporate it in other works in any form, media, or technology now known or later developed, for the full term of any rights that may exist in such content. You also warrant that the holder of any rights, including moral rights in such content, has completely and effectively waived all such rights and validly and irrevocably granted to You the right to grant the license stated above. You also permit any User to access, display, view, store and reproduce such User Content for personal use. Subject to the foregoing, the owner of such User Content placed on any Beaker, Inc. Site retains any and all rights that may exist in such User Content. The Company acts as a passive conduit for the online distribution and publication of User Content and has no obligation to screen communications or information in advance and is not responsible for screening or monitoring User Content posted by Users. However, the Company may from time to time and at any time, on an ad-hoc and random basis and in its sole and absolute discretion, review and delete any User Content that, in the sole judgment of Beaker, Inc., violates these Terms of Use, violates applicable law, rule or regulation, is offensive or illegal or violates the rights of, harms or threatens the safety of Users of any Beaker, Inc. Site. The Company reserves the right to expel Users and prevent their further access to the Beaker, Inc. Sites for violating the Terms of Use or applicable law, rule or regulation and the right to remove User Content which is in violation of the Terms of Use, abusive, illegal, or disruptive. The Company may take any action with respect to User Content that it deems necessary or appropriate in its sole discretion if it believes it may create liability for the Company or may adversely affect (in any way) the services of its ISPs or other suppliers.
Any Beaker, Inc. Profile must describe an individual person. Examples of inappropriate and prohibited Profiles include, but are not limited to, Beaker, Inc. Profiles that purport to represent an animal, place, inanimate object, fictional character, or real individual that is not You. You may not include, embed, or in any way make available any telephone numbers, street addresses, last names, URLs, email addresses or other means of contacting You (here in after “Embedded Contact Information”) in your Beaker, Inc. Profile, and Beaker, Inc. hereby reserves the right to modify your Profile as necessary to remove any Embedded Contact Information. In order to protect our Beaker, Inc. Users from commercial advertising or solicitation, Beaker, Inc. reserves the right to restrict the number of e-mails which a Subscriber (as described below) may send to Users in any 24-hour period to a number which Beaker, Inc. deems appropriate in its sole discretion.   The Company may take any other action with respect to User Content or User actions that it deems necessary or appropriate in its sole discretion if it believes it may create liability for the Company or may adversely affect (in any way) the services of its ISPs or other suppliers. The Company does not represent or guarantee the truthfulness, accuracy, or reliability of User Content or any other communications posted by Users or endorse any opinions expressed by Users. You acknowledge that any reliance on material posted by other Users will be at your own risk.   We care about the privacy of our users. Please see the Beaker, Inc. Privacy Policy for the full details of Beaker, Inc.’s privacy policies. By using the Site(s) or our Services, you are consenting to have your personal data transferred to and processed in the United States.   If You believe that your copyrighted work has been uploaded, posted or copied to any Beaker, Inc. Web Site and is accessible on such Beaker, Inc. Site in a way that constitutes copyright infringement, please notify us by providing our designated copyright agent with the following information:   a.     The physical or electronic signature of either the copyright owner or of a person authorized to act on the owner's behalf; b.    A description of the copyrighted work You claim has been infringed, and a description of the activity that You claim to be infringing; c.     Identification of the URL or other specific location on this web site where the material or activity You claim to be infringing is located or is occurring; You must include enough information to allow us to locate the material or the activity; d.    Your name, address, telephone number and, if You have one, your e-mail address; e.     A statement by You that You have a good faith belief that use on the web site of the copyrighted work in the manner You are complaining of is not authorized by the copyright owner, any agent of the copyright owner, or the law; and f.     A statement by You, made under penalty of perjury, that the information You have provided in your notice is accurate and that You are either the copyright owner or are authorized to act on behalf of the copyright owner. g.    We have designated Jeffrey Clark as our agent to receive notices of claims of copyright infringement on the Beaker, Inc. Sites. You can contact Jeffrey as follows:  

By mail:	Jeffrey Clark Beaker, Inc. 16 N. Boylan Ave Raleigh, NC 27603
By telephone:	1-888-MY-BEAKER
By e-mail:	jclark@beaker.com

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Beaker, Inc. and all of our affiliated companies respect the intellectual property of others, and we ask our users, account holders and content partners to do the same. The unauthorized reproduction, copying, distribution, modification, public display or public performance of copyrighted works constitutes infringement of the copyright owners rights. As a condition to your use of the Beaker, Inc. websites, You agree not to use the Sites to infringe the intellectual property rights of others in any way. We will terminate the accounts of any Beaker, Inc. Users, and block access to the Sites of any Users who are repeat infringers of the copyrights, or other intellectual property rights, of others. We reserve the right to take these actions at any time, in our sole discretion, with or without notice, and without any liability to the User who is terminated or to the User whose access is blocked.   You agree to defend, indemnify, and hold harmless the Company, its subsidiaries and affiliates, and each of their directors, officers, agents, contractors, partners and employees from and against any loss, liability, claim, demand, damages, costs and expenses, third party claims, actions or demands (including, without limitation, costs, damages and reasonable legal and accounting fees) alleging or resulting from or in connection with your use of the Site, any Document posted by you, any User Content, any Third Party Applications, Software or Content, your conduct in connection with the Site(s) or with other Users of the Site(s), or any violation of this Agreement or of any law or the rights of any third party.  The Company shall use reasonable efforts to provide you prompt notice of any such claim, suit, or proceeding and may assist you, at your expense, in defending any such claim, suit or proceeding.   Beaker, Inc. Sites 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.   Nothing on the Site shall be considered an endorsement, representation or warranty with respect to any User or third party, whether in regards to its web site, products, services, hiring, experience, employment or recruiting practices, or otherwise.   Beaker, Inc. is not an employment agency and makes no representations or guarantees regarding the effectiveness or timeliness of the Site in meeting the employment objectives of Users. Beaker, Inc. does not guarantee that Documents posted by Users will result in candidates being hired or positions being filled, and is not responsible for any employment decisions, for whatever reason made, made by any User.   You agree not to resell or assign your rights or obligations under these Terms of Use. You also agree not to make any unauthorized commercial use of any Beaker, Inc. Site.   The company does not warrant that any Beaker, Inc. site will operate error-free or that any Beaker, Inc. site and its servers are free of computer viruses or other harmful mechanisms. If your use of any Beaker, Inc. site or the Beaker, Inc. content results in the need for servicing or replacing equipment or data, the company is not responsible for those costs. The Beaker, Inc. Sites and Beaker, Inc. content 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 Beaker, Inc. Content, Services, Software, Text, Graphics, and Links.   a.     You assume all responsibility and risk for your use of the site, the internet generally, and the documents you post or access and for your conduct on and off the site. b.    In no event shall Beaker, Inc. (or any of its officers, directors, shareholders, employees, affiliates, agents or advertisers), be liable for any non-direct damages whatsoever (including, without limitation, incidental and consequential damages, lost profits, or damages resulting from lost data, lost employment opportunity, or business interruption) resulting from or arising under or in connection with the use or access to, or the inability to use or access, the site and/or any document, whether based on warranty, contract, tort, or any other legal theory, and whether or not Beaker, Inc. is advised of the possibility of such damages. c.     Because some states or jurisdictions do not allow the exclusion or limitation or liability for consequential or incidental damages, the limitations set forth in the preceding paragraph may not apply to you. If any are held inapplicable or unenforceable for any reason, then Beaker, Inc.'s maximum liability to you for any non-direct type of damages shall be limited to U.S. $100.00 in the aggregate. d.    In no event shall Beaker, Inc. (or any of its officers, directors, shareholders, employees, affiliates, agents or advertisers), be liable for any direct damages in excess in the aggregate of U.S. $100.00 (or, if you are an Employer with a Subscription Agreement with Beaker, Inc., the amounts actually paid by you to Beaker, Inc. under this agreement if greater than U.S. $100.00).   a.     These Terms of Use will remain in full force and effect while You are a User of Beaker, Inc. You may terminate your User Account at any time, for any reason. In addition, the Company may terminate your membership, delete your profile and any Content or information that you have posted on the Site or through any application and/or prohibit you from using or accessing the Site (or any portion, aspect or feature of the Site) for any reason, or no reason, at any time in its sole discretion, with or without notice. If Beaker, Inc. terminates your Beaker, Inc. User account because You have breached these Terms of Use or is unable to verify or authenticate information You have provided, You will not be entitled to any refund of fees paid.   b.    If at any time during the course of this Agreement an Employer should terminate a Subscription Agreement in which these Terms and Conditions have been incorporated by reference, not to include an Employer’s termination in the case of breach of this Agreement or the Subscription Agreement between the Employer and Beaker, Inc., Beaker, Inc. shall reserve the right to receive all payments from the Employer for the Subscription period up to termination and for seventy five percent (75%) of the remaining unused portion of the Subscription Agreement.   The Company makes no claims that the Beaker, Inc. Content may be lawfully viewed or accessed outside of the United States. Access to the Beaker, Inc. Content may not be legal by certain persons or in certain countries. If You access a Beaker.com or other U.S.-based Beaker, Inc. Sites from outside of the United States, You do so at your own risk and are responsible for compliance with the laws of your jurisdiction. No changes to these Terms of Use shall be made except by a revised posting on this page.   a.     Governing Law, Venue, and Jurisdiction These Terms of Use are governed by the internal substantive laws of the State of Arizona, 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 Phoenix, Arizona. If any provision of these Terms of Use 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 of Use, which shall remain in full force and effect. No waiver of any term of these Terms of Use shall be deemed a further or continuing waiver of such term or any other term. Except as expressly provided in an additional agreement, additional terms of use for areas of Beaker.com , a particular "Legal Notice," or Software License or material on particular Web pages, these Terms of Use constitute the entire agreement between You and the Company with respect to the use of Beaker, Inc Sites.   b.     Arbitration You and the Company agree that, except as may otherwise be provided in regard to specific services on the site in any specific terms applicable to those services, the sole and exclusive forum and remedy for any and all disputes and claims relating in any way to or arising out of these Terms of Use or the Site (including your visit to or use of the site) shall be final and binding arbitration, except that: (a) to the extent that either of us has in any manner infringed upon or violated or threatened to infringe upon or violate the other party's patent, copyright, trademark or trade secret rights, or you have otherwise violated any of the Web Site Restrictions set forth herein then the parties acknowledge that arbitration is not an adequate remedy at law and that injunctive or other appropriate relief may be sought; and (b) no disputes or claims relating to any transactions you enter into with a third party through the Beaker, Inc. Sites may be arbitrated.   Arbitration under this agreement shall be conducted by the American Arbitration association (the "AAA") under its commercial arbitration rules and, in the case of consumer disputes, the AAA's supplementary procedures for consumer related disputes ( the "AAA consumer rules") (collectively the "AAA rules"). The location of the arbitration and the allocation of costs and fees for such arbitration shall be determined in accordance with such AAA rules and shall be subject to the limitations provided for in the AAA consumer rules (for consumer disputes). The arbitrator's award shall be binding and may be entered as a judgment in any court of competent jurisdiction.   To the fullest extent permitted by applicable law, no arbitration or claim under these terms of use shall be joined to any other arbitration or claim, including any arbitration or claim involving any other current or former user of the service, and no class arbitration proceedings shall be permitted. In no event shall any claim, action or proceeding by you related in any way to the site and/or the service (including your visit to or use of the site and/or the service) be instituted more than three (3) years after the cause of action arose.   c.    Submissions We appreciate hearing from our Users and welcome your comments regarding our services and the Beaker, Inc. Sites. Please be advised, however, that our policy does not permit us to accept or consider creative ideas, suggestions, inventions or materials other than those which we have specifically requested. While we do value your feedback on our services, please be specific in your comments regarding our services and do not submit creative ideas, inventions, suggestions, or materials. If, despite our request, You send us creative suggestions, ideas, drawings, concepts, inventions, or other information (collectively the "Submission"), the Submission shall be the property of the Company. None of the Submission shall be subject to any obligation of confidentiality on our part and we shall not be liable for any use or disclosure of any Submission. The Company shall own exclusively all now known or later discovered rights to the Submission and shall be entitled to unrestricted use of the Submission for any purpose whatsoever, commercial or otherwise, without compensation to You or any other person who submitted the Submission.   d.     Entire Agreement These Terms of Use constitute the entire agreement between you and Company regarding the use of the Site and/or the Service, superseding any prior agreements between you and Company relating to your use of the Site or the Service. The failure of Company to exercise or enforce any right or provision of these Terms of Use shall not constitute a waiver of such right or provision in that or any other instance. If any provision of this Agreement is held invalid, the remainder of this Agreement shall continue in full force and effect. If any provision of these Terms of Use shall be deemed unlawful, void or for any reason unenforceable, then that provision shall be deemed severable from these Terms of Use and shall not affect the validity and enforceability of any remaining provisions.