Terms of Service
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Updated June 6 2023;

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PLEASE NOTE THAT YOUR USE OF AND ACCESS TO THE SERVICES (AS DEFINED BELOW) ARE SUBJECT TO THE FOLLOWING TERMS; IF YOU DO NOT AGREE TO ALL OF THESE TERMS, YOU MAY NOT USE OR ACCESS THE SERVICES IN ANY MANNER.‍

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Welcome to 8x5. You are now reading our Terms of Service (“Terms”). Please read these Terms carefully because they are an agreement between you and 8x5 (“8x5,” “we,” or “us”), for your use of our website located at www.join8x5.com (the “Site”) and related services accessible via our Site and our mobile device application (“App”).  

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The Site, App and services accessible, including the Employment Components, Billing Components, Benefits Components, are collectively referred to in these Terms as the “Services”.

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As used in these Terms, “Employment Components” means the portion of the Services that utilizes a electronic ledger and accounting system to provide employment related services (including but not limited to: payroll, tax withholding, time off, and custom savings goals), “Billing Components” means the portion of the Service that enables users to send invoices and requests for payment on behalf of 8x5 to its clients, and “Benefits Components” means the portion of the Service that displays company sponsored and voluntary benefits and insurance offerings eligible for purchase.

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If you use 8x5 to access Benefits, you agree to abide by 8x5 Insurance’s Terms of Use and the Supplemental Privacy Statement.

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join8x5.com is operated by 8x5 Technologies, LLC., who provide services to Obran Employment Services Inc (“Obran Employment Services”) a Delaware Corporation and Obran Cooperative LCA (T/A Obran Cooperative) ("Obran Cooperative", “Obran”, “The Cooperative”) a Colorado Limited Cooperative Association.

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  1. Agreeing to Our Services. 8x5 is willing to provide the Services to you as our “Customer”, “Employee”, or “Member” only upon the condition that you accept all the terms contained in these Terms. By clicking on the checkbox marked “I Accept” on the registration page or by accessing, installing, or using the Services, you agree to be bound by the Terms and to the collection and use of your information as set forth in our Privacy Policy at https://www.join8x5.com/privacy 
  2. If you are agreeing to these Terms on behalf of a company or other entity, you represent that you have the authority to accept these Terms on behalf of the entity and to bind the entity to these Terms. In that case, “you” and “your” will refer to the company. If you do not agree with all of these Terms, then you must not accept them and you are not permitted to use the Services. 

These terms include, among other things, your authorization for debits and credits from and to your bank account (as defined below) via the automated clearing house network (“ACH”). 

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Arbitration notice

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IMPORTANT NOTICE REGARDING ARBITRATION: WHEN YOU AGREE TO THESE TERMS YOU ARE AGREEING (WITH LIMITED EXCEPTION) TO RESOLVE ANY DISPUTE BETWEEN YOU AND 8x5 FIRST THROUGH INFORMAL MEDIATION THEN THROUGH BINDING, INDIVIDUAL ARBITRATION RATHER THAN IN COURT. PLEASE REVIEW CAREFULLY SECTION 19 “DISPUTE RESOLUTION” BELOW FOR DETAILS REGARDING ARBITRATION (INCLUDING THE PROCEDURE TO OPT OUT OF ARBITRATION).

 

  1. Changes to Terms or Services. We may update the Terms at any time, at our sole discretion. If we do so, we’ll let you know either by posting the updated Terms to the Site and App or through other communications. It’s important that you review the Terms whenever we update them or you use the Services. If you continue to use the Services after we have posted updated Terms, you are agreeing to be bound by the updated Terms. If you don’t agree to be bound by the updated Terms, then, except as otherwise provided in Section 20 “Effect of Changes on Arbitration,” you may not use the Services anymore. Because our Services are evolving over time we may change or discontinue all or any part of the Services, at any time and without notice, at our sole discretion. 

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  1. Who May Use the Services? 
  1. Eligibility.  
  1. To use 8x5, you:
  1. Are 18 years or older.
  2. Have a Bank Account with a U.S. financial institution.
  3. Must be permitted to use our Services and not prohibited by any governmental agency from utilizing financial tools.
  4. Can form a binding contract with 8x5 in your jurisdiction.
  5. Agree to use the Services in compliance with these Terms and all applicable local, state, national, and international laws, rules and regulations.
  6. Have not been removed from or previously removed from the Services by 8x5.
  7. Have had the opportunity to discuss this Agreement with an Advisor of your choice.
  8. For Employment and Insurance Components you must be a U.S. citizen or legal resident alien able to work in the U.S.
  1. How to Register with Us.
    If you want to use certain features of the Services, including the Employment Components and Insurance Components, you’ll have to create an account (“8x5 Account”). You can do this via the Site. Attempting to, or registering, more than one 8x5 Account is strictly prohibited. 
  2. Our Verification Process.
    For our compliance purposes, and in order to provide the Services to you, you hereby authorize us to obtain, verify, and record information and documentation that helps us verify your identity and Bank Account information.
  3. As part of this authorization, we may at registration for the Service and from time to time as part of our ongoing compliance requirements, import certain information from financial institutions to verify your Bank Account information. In some cases, we will directly access this information. We may also integrate third party service providers to facilitate this Service solely for the purpose of importing your information. 
  4. By using the Services you agree to create and use only one account in order to maintain our “Know Your Customer” requirements. When you register for the Services and from time to time thereafter, we may require you to provide and/or confirm information and documentation that will allow us to identify you, such as: 
  1. A copy of your government-issued photo ID, such as a passport or driver’s license;
  2. A copy of a utility bill, bank statement, affidavit, or other bill, dated within three (3) months of our request, with your name and U.S. street address on it; and
  3. Such other information and documentation that we may require from time to time. 
  1. If we approve your registration, you will be authorized to use the Services, subject to these Terms. We have sole direction to determine if you are eligible to use our Services. 
  2. Accuracy of Account information.
    When creating your Account, you must provide accurate and complete information, including payment related information, employee tax related information, and from time to time your online credentials for your Bank Account (“User Information”). You are solely responsible for the activity that occurs on your Account, and you must keep your account password secure. You must notify 8x5 immediately of any breach of security or unauthorized use of your account. We are not liable for any losses caused by any unauthorized use of your Account.  
  3. Changes to your 8x5 Account.
    You agree to promptly notify us of changes to your User Information by updating your 8x5 Account on the Website or Application; provided however, that you must notify us at least three (3) Business Days before any changes to your Bank Account information, including, but not limited to, the closure of your Bank Account for any reason by emailing support@join8x5.com or by updating your 8x5 Account via the Website or the Application. 
  4. User ID and Password Security.
    You are the only person authorized to use your Customer ID and password and for maintaining the confidentiality of your User ID and password. You shall not permit or allow other persons to have access to or use your User ID and password. You are responsible for the use of the Services under your User ID. You are responsible for protecting the information on your computer or an device used to access the service such as by installing anti-virus software, updating your software, password protecting your files, and not permitting third party physical or electronic access to your computer. 

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  1. User Information and Privacy. 

We will never share your Personal Information with (1) other financial companies for joint marketing purposes; (2) affiliated companies for their everyday business purposes; or (3) any third parties so they can market to you without your consent.

We care deeply about the privacy of our Users. You understand that by using the Services you agree to the collection, use and disclosure of your personal information and aggregate information as set forth in our Privacy Policy at https://www.join8x5.com/privacy, and to have your personal information collected, used, transferred to and processed in the United States. 

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  1. We Do Not Provide Professional Advice.
    Unless expressly stated in writing in a separate agreement between 8x5 and you, 8x5 does not provide legal, financial, accounting or other professional services or advice. 

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  1. 8x5 Services.
    Subject to the terms and conditions of these Terms, you are hereby granted a non-exclusive, limited, non-transferable, freely revocable license to use the Services as permitted by the features of the Services. 8x5 reserves all rights not expressly granted herein in the Services and the 8x5 Content (as defined below).

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  1. Purpose of the Services.
    You may only use the Services for your own personal use and not on behalf of or for the benefit of any third party. The purpose of the Services is to try to help you simplify your taxes and access low cost benefits with limited effort. 

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  1. What we do:
    Help aggregate all your contacts and income in one place to simplify your taxes and help you access quality healthcare through our employee benefits programs.
  1. Employment services. We act as your employer of record in order to provide you access to our benefits program and employment related services. Contract and invoice management. We allow you to upload and store information related to your commercial contracts and submit invoices payable to 8x5 through our platform. 
  2. Collection services. We help collect outstanding invoices on your behalf.
  3. Benefits. As your employer we offer you the company sponsored health and wellness benefits.
  4. Manage Funds: Funds in your 8x5 Account used for Employment and Benefits Components are held at FDIC-insured institutions for your benefit.

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  1. Authorization to Transfer Funds & Initiate Payments.
    Certain services 8x5 provides require your authorization in order to initiate the transfer of funds. You agree to authorize 8x5 to initiate the transfer of funds (as detailed below). 8x5 may initiate transfers between your designated Bank Account(s), 8x5’ account with National Cooperative Bank, and pay-to accounts for payees that you or 8x5 has identified and designated. These fund transfers may be in the form of ACH credit or debit, Check, Wire, electronic, or other payment transfer methods. Your authorization includes transfers both in response to your direct request and automatically based on instructions you provide.

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It is your responsibility to ensure that there are sufficient funds in your Bank Account for the fund transfer activity initiated by 8x5. If there are not sufficient funds, 8x5 may choose to decline or cancel the request to transfer funds. 8x5 is not responsible for any associated fees assessed by Your Bank (the bank where your Bank Account is), including, but not limited to, overdraft fees. 8x5 is not responsible for the content or accuracy of the payment information you provide to us. 8x5 is not responsible for any penalties or late fees incurred for payments that are not processed due to insufficient funds, incorrect or insufficient information, or other errors. You understand that payments are not confirmed as complete until either marked as complete in the 8x5 product or you receive confirmation of payment from 8x5. You agree that it is your responsibility to verify payments are complete and accurate.

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You can use optional services within the 8x5 product to initiate or request payments to third-parties. By utilizing these optional services, you authorize 8x5 to act on your behalf to initiate payments via various payment methods, including, but not limited to, check, ACH, wire, debit card, credit card, and other payment methods. These payments and any associated fees will remit funds from your 8x5 Account. 8x5 is not responsible for ensuring or verifying that the funds were received and properly processed by the payee. 8x5 may share data with third parties to process payments. 8x5 may utilize third-party services for the provision of services provided. Any data sharing will be in accordance with 8x5’s Privacy Policy, which can be found here: https://www.join8x5.com/privacy 8x5 may charge a fee for these services. All fees will be clearly disclosed in the product (see “Fees and Payments” below). 

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  1. Investment Commentary.
    The Services contain commentary and links to certain articles only as a convenience. Linked articles may have been written by third parties not affiliated with 8x5. No information contained in these articles has been endorsed or approved by 8x5, and 8x5 is not responsible for content. No information accessed through these articles constitutes a recommendation by 8x5 to buy, sell, or hold any security, financial product or instrument discussed therein. This information neither is, nor should be construed, as an offer, or a solicitation of an offer, to buy or sell securities by 8x5. You shall be fully responsible for any investment decisions you make and such decisions will be based solely on your evaluation of your financial circumstances, investment objectives, risk tolerance, and liquidity needs.

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  1. Fees and Payment.
    By default, access and use of the Site is offered free of charge, unless otherwise stated in the terms. However, certain features or services offered through the Site may be offered only to paying customers. If you choose to use a paid feature, you hereby authorize us to directly withdraw funds from the linked bank account at your designated financial institution. If we are unable to charge your linked bank account, you hereby authorize us to withdraw any unpaid balance (and, if ever applicable, to deposit or withdraw funds to correct for any errors) from your 8x5 account balance.

The most updated pricing for paid User features will be listed in the App (The “Monthly Fee”). 8x5 reserves the right, in its sole discretion, to amend or change the pricing terms for the App or the services offered therein, or for any additional services that we may choose to offer by posting the updated pricing on the Site or in the App. We may elect to notify you regarding pricing changes to those services; however, it is your sole responsibility to monitor the Site and App and be aware of the most updated pricing. Any continued use of the App after the effective date of any pricing changes will be deemed acceptance to such changes.

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  1. 8x5 Account.
  1. Access to your Bank Account.
    It is important to know the amount of available funds before instructing us to transfer funds from your Bank Account to your 8x5 Account or from your 8x5 Account to your Bank Account. If you do not have sufficient funds available in your Bank Account to cover the amount of the requested transfer, we may choose to decline the request for transfer. You are solely responsible for initiating the transfer from your Bank Account. If you do not have sufficient funds available in your 8x5 Account to cover a requested transfer to your Bank Account, your request for transfer may be declined. 

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  1. Your Funds and the 8x5 Account.
    Your funds will remain in your 8x5 Account until you instruct us to transfer any or all of your funds from your 8x5 Account by indicating a withdrawal within the Website or the Application. We will generally transfer the requested funds from your 8x5 Account to your Bank Account within three (3) Business Days of when we receive your request. We may transfer funds from your 8x5 Account to your Bank Account without notice to you upon the closure of your 8x5 Account as Described below and at any time if required by applicable law or if we, in our sole discretion, suspect the Services are being used for illicit purposes or otherwise in violation of these Terms. 

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  1. Payroll Direct Deposits.
    Users enrolled in the Employment Component will elect a minimum payroll amount  to be paid via direct deposit. Unless otherwise specified 8x5 will deposit the minimum payroll balance to your specified Bank account according to the payroll calendar located in the App. 8x5 will from time to time alter that payroll calendar (ie in observance of national holidays). You will be notified of any change at least 24 hours in advance of the change. 

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  1. 8x5 Account Use Prohibitions.
    You may not use the funds in your 8x5 Account to make purchases, withdraw cash, transfer funds to third parties, or for any other purpose. You are solely responsible for determining whether the funds debited from your Bank Account and the funds maintained in your 8x5 Account are acceptable to you. We are not responsible for any third-party fees that may be incurred as a result of using the Services, including, but not limited to, third-party fees incurred as a result of maintaining insufficient funds in your Bank Account. 

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  1. How do I check the balance in my 8x5 account?
    You may obtain information about the balance of funds in your 8x5 Account at any time by contacting support@join8x5.com or by viewing the Website or Application to view balances for the Employment Components.

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  1. Will I receive interest on the funds held in my 8x5 Account?
    You agree that you will not receive interest or other earnings on the funds as a result of using the Employment Components of this Service. You irrevocably transfer and assign to 8x5 any and all rights that you may have to any interest that may accrue on funds held in your  8x5 Account. This assignment applies only to interest earned on the funds held in your 8x5 Account and nothing in these Terms grants 8x5 any rights to the principal of the funds held in your 8x5 Account.
  2. What happens if I have insufficient funds in my 8x5 account to fund payroll?

In the event you do not have enough funds to cover the minimum payroll amount for the upcoming weekly payroll period, 8x5 will calculate the total remaining days you are eligible to work from the balance of your 8x5 account. You will be instructed to stop work at the end of this eligibility period and will be terminated from employment if no new balance is available after 30 days from your last paycheck.

  1. 8x5 Account Closure.
    Upon the closure of your 8x5 Account for any reason, we will transfer the funds in your 8x5 Account, if any, to your Bank Account. If your Bank Account is closed or we are otherwise unable to transfer the funds in your 8x5 Account to your Bank Account, we will send you a check for the amount of the funds to you at your street address in our records. 

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  1. What Happens When I Don’t Use My Account  for A Period of Time?
    If you do not use the Services for a certain period of time, applicable law may require us to report the funds in your 8x5 Account as unclaimed property. If this occurs, we will try to locate you at the address shown in our records. If we are unable to locate you, we may be required to deliver any funds in your 8x5 Account to the applicable state as unclaimed property. The specified period of time to report and deliver funds to a state varies by state, but usually ranges between two (2) and five (5) years. 

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  1. Cancellations and Terminations. 

You may cancel your Monthly Fee at any time but please note that such cancellation will be effective at the end of the then-current Monthly Fee period. If something unexpected happens in the course of completing a transaction, we reserve the right to cancel your transaction for any reason; if we cancel your transaction we’ll refund any payment you have already remitted to us for such transaction. YOU WILL NOT RECEIVE A REFUND OF ANY PORTION OF THE SUBSCRIPTION FEE PAID FOR THE THEN CURRENT SUBSCRIPTION PERIOD AT THE TIME OF CANCELLATION. We may in our sole discretion provide you a credit to your Account for your future use of our Services. 

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  1. Credits.
    Any refunds payable to you by 8x5 may be made by way of a credit that can be used for future fees payable by you to 8x5 for use of the Services. From time to time, we may offer promotion codes, coupons, or other similar offers for credits or discounts in connection with our Services (collectively, “Credits”). Your use of such credits will be subject to applicable law and any referral terms that may be amended from time to time.  

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  1. Your Authorization for ACH Debits and Credits.
    By agreeing to these Terms, you authorize 8x5 to electronically debit and credit your designated deposit account at your designated depository financial institution (your “Bank Account” and your 8x5 Account via ACH and, if ever applicable, to correct erroneous debits and credits via ACH as follows: 
  1. Range of Acceptable Debit Amounts: up to $20,000 per Business Day (as defined below)
  2. Frequency of Debits: multiple times per Business Day (however, debits and credits may not necessarily occur every Business Day)
  3. You also acknowledge that the amount and frequency of the foregoing debits and credits may vary. You will have permission to initiate each debit and credit. In addition, by agreeing to these Terms, you authorize 8x5 to electronically debit your Bank Account and your 8x5 Account via ACH (and, if ever applicable, to electronically credit your Bank Account to correct erroneous debits) as follows:
  1. Amount of Debits: Monthly Fee. Usage Fee charge per use for paid features.
  2. Frequency of Debits: multiple times per Business Day (however, debits and credits may not necessarily occur every Business Day).
  1. You acknowledge that the electronic authorization contained in this Section represents your written authorization for ACH transactions as provided herein and will remain in full force and effect until you notify 8x5 that you wish to revoke this authorization by emailing support@join8x5.com. You must notify 8x5 at least three (3) Business Days before the scheduled debit date of any ACH transaction from your Bank Account in order to cancel this authorization. If we do not receive notice at least three (3) Business Days before the scheduled debit date, we may attempt, in our sole discretion, to cancel the debit transaction. However, we assume no responsibility for our failure to do so. If you withdraw your electronic authorization contained in this Section, we will close your 8x5 Account and return the balance in your 8x5 Account to your Bank Account as set forth in these Terms, and you will no longer be able to use your 8x5 Account or the Services, except as expressly provided in these Terms. Please note that withdrawal of your electronic authorization contained in this Section will not apply to ACH transactions performed before the withdrawal of your authorization becomes effective.  

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  1. In addition to any of your other representations and warranties in these Terms, you represent that: (a) your browser is equipped with at least 128-bit security encryption; (b) you are capable of printing, storing, or otherwise saving a copy of this electronic authorization for your records; and (c) the ACH transactions you hereby authorize comply with applicable law. 

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  1. For purposes of these Terms, “Business Day” means Monday through Friday, excluding federal banking holidays. 
  1. General Disclaimers.
  1. UNLESS OTHERWISE PROVIDED IN WRITING, THE CONTENT ON THE SERVICE IS STRICTLY FOR INFORMATIONAL PURPOSES. NOTHING ON OR IN THE SERVICE SHALL CONSTITUTE OR BE CONSTRUED AS AN OFFERING ANY FINANCIAL INSTRUMENT OR AS INVESTMENT ADVICE OR INVESTMENT RECOMMENDATIONS (SUCH AS RECOMMENDATIONS AS TO WHETHER TO PURCHASE AN INSTRUMENT) BY US OR A RECOMMENDATION AS TO AN INVESTMENT STRATEGY BY US. CONTENT ON THIS SERVICE SHOULD NOT BE CONSIDERED AS INFORMATION SUFFICIENT UPON WHICH TO BASE AN INVESTMENT STRATEGY. NO CONTENT ON THE SERVICE IS TAILORED TO THE SPECIFIC NEEDS OF ANY INDIVIDUAL, ENTITY OR GROUP OF INDIVIDUALS. WE EXPRESS NO OPINION AS TO THE FUTURE OR EXPECTED VALUE OF ANY FINANCIAL PRODUCT OR INVESTMENT STRATEGY. WE DO NOT EXPLICITLY OR IMPLICITLY RECOMMEND OR SUGGEST ANY INVESTMENT STRATEGY OF ANY KIND. CONTENT ON THE SERVICE MAY NOT BE USED AS A BASIS FOR ANY FINANCIAL OR OTHER PRODUCT. 

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  1. The Content provided on the Service Site is submitted to us by unaffiliated third-party providers. We do not review, audit, or otherwise have an ability to verify all Content for accuracy. We do not review Content for completeness or reliability, and WE DO not warrant or guarantee the accuracy, completeness, reliability or any other aspect of any Content.

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  1. You acknowledge that we are not liable for any loss due to any financial or personal decision you make related to your use of our Services, or any loss due to inaccurate information that we receive from you or any third party related to your use of our services. Our Services are provided “as-is” and “as available.” WE MAKE NO REPRESENTATIONS ABOUT THE SUITABILITY OF THE SERVICE OR ANY CONTENT, OR THAT THE SERVICE OR CONTENT WILL BE UNINTERRUPTED OR OPERATE IN COMBINATION WITH ANY SOFTWARE, SERVICE, SYSTEM OR OTHER DATA OR INFORMATION.

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  1. The Services are controlled and operated from facilities in the United States. 8x5 makes no representations that the Services are appropriate or available for use in other locations. Those who access or use the Services 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 Services 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 Services are solely directed to individuals, companies, or other entities located in the United States.

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  1. Limited liability. 
  1. NEITHER 8x5 NOR ANY OTHER PARTY INVOLVED IN CREATING, PRODUCING, OR DELIVERING THE SERVICES WILL BE LIABLE FOR ANY INCIDENTAL, SPECIAL, EXEMPLARY OR CONSEQUENTIAL DAMAGES, OR DAMAGES FOR LOST PROFITS, LOST REVENUES, LOST SAVINGS, LOST BUSINESS OPPORTUNITY, LOSS OF INFORMATION OR GOODWILL, SERVICE INTERRUPTION, COMPUTER DAMAGE OR SYSTEM FAILURE OR THE COST OF SUBSTITUTE SERVICES OF ANY KIND ARISING OUT OF OR IN CONNECTION WITH THESE TERMS OR FROM THE USE OF OR INABILITY TO USE THE SERVICES, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT 8X5 OR ANY OTHER PARTY HAS BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGE, EVEN IF A LIMITED REMEDY SET FORTH HEREIN IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, SO THE ABOVE LIMITATION MAY NOT APPLY TO YOU. 
  2. IN NO EVENT WILL 8x5’s TOTAL LIABILITY ARISING OUT OF OR IN CONNECTION WITH THESE TERMS OR FROM THE USE OF OR INABILITY TO USE THE SERVICES EXCEED THE AMOUNTS YOU HAVE PAID OR ARE PAYABLE BY YOU TO 8X5 FOR USE OF THE SERVICES OR ONE HUNDRED DOLLARS ($100), IF YOU HAVE NOT HAD ANY PAYMENT OBLIGATIONS TO 8X5, AS APPLICABLE.
  3. THE EXCLUSIONS AND LIMITATIONS OF DAMAGES SET FORTH ABOVE ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN 8X5 AND YOU.

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  1. Indemnity. If you do something using our services that gets us sued or fined, you agree to cover our losses as described below.

At our request, you agree to defend, indemnify, and hold harmless 8x5, its affiliates, and its and their respective employees, officers, directors, agents, and third-party service providers or processors from and against any and all claims, suits, liabilities, damages (actual and consequential), losses, fines, penalties, costs, and expenses (including reasonable attorneys’ fees) arising from or in any way related to any third-party claims relating to your use of the Services, violation of these Terms, applicable law or any third-party rights, or your fraud or willful misconduct. Such indemnified parties reserve the right to assume the exclusive defense and control of any matter subject to indemnification by you, in which event you will cooperate in asserting any available defenses.

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  1. Confidentiality of information.
    8x5 has taken reasonable steps to ensure the confidentiality of information collected in the Services and transmitted via the internet. However, like all technologies, unexpected changes in technology may be used by unauthorized third parties to intercept confidential information and we cannot be responsible should confidential information be intercepted and subsequently used by an unintended recipient. 

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  1. Service Rules. 

You agree not to engage in any of the following prohibited activities in connection with your use of the Services: (i) copying, distributing, or disclosing any part of the Services 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 Services in a manner that sends more request messages to the 8x5 servers than a human can reasonably produce in the same period of time by using a conventional on-line web browser (except that 8x5 grants the operators of public search engines revocable permission to use spiders to copy materials from www.join8x5.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, compromise the system integrity or security or decipher any transmissions to or from the servers running the Services; (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 information, viruses, worms, or other software agents through the Services; (vii) collecting or harvesting any personally identifiable information, including account names, from the Services; (viii); (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 Services; (xi) accessing any content on the Services through any technology or means other than those provided or authorized by the Services; or (xii) bypassing the measures we may use to prevent or restrict access to the Services, including without limitation features that prevent or restrict use or copying of any content or enforce limitations on use of the Services or the content therein. 

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  1. Terminating our Services.
    We may terminate or suspend your use of our Services subject to the terms and conditions of these Terms without notice in whole or in part for any violation of these Terms. We may terminate a free account at any time. Upon termination for any reason or no reason, you continue to be bound by the following Sections: 1, 4, 5, 6, 7, 10-23. 

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  1. Content Ownership, Responsibility and Removal.
  1. Definitions.
    Some areas of the Services allow Customers to post content such as profile information, comments, questions, and other content or information, including information relating to submission of financial information submitted by a Customer of the Services (any such materials a Customer submits, posts, displays, or otherwise makes available on the Services “User Content”).  

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You grant to us a non-exclusive, non-transferable, worldwide, perpetual, irrevocable, fully-paid, royalty-free license, under any and all intellectual property rights that you own or control to use the User Content you upload into 8x5 solely in connection with provision of 8x5 services to the Customer and for no other purposes. For clarity, the foregoing license grant to 8x5 does not affect User’s other ownership or license rights in User’s User Content, including the right to grant additional licenses to the material in such User Content.

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  1. Restrictions.
    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) seeks to harm or exploit children by exposing them to inappropriate content, asking for personally identifiable details or otherwise; (iv) may constitute or contribute to a crime or tort; (v) 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; (vi) contains any information or content that is illegal (including, without limitation, the disclosure of insider information under securities law or of another party’s trade secrets); (vii) 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 (viii) contains any information or content that you know is not correct and current. You agree 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. 8x5 reserves the right, but is not obligated, to reject and/or remove any User Content that 8x5 believes, in its sole discretion, violates these provisions.

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  1. For the purposes of these Terms, “Intellectual Property Rights” means all patent rights, copyright rights, mask work rights, moral rights, rights of publicity, trademark, trade dress and service mark rights, goodwill, trade secret rights and other intellectual property rights as may now exist or hereafter come into existence, and all applications therefore and registrations, renewals and extensions thereof, under the laws of any state, country, territory or other jurisdiction.

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  1. In connection with your User Content, you affirm, represent and warrant the following:
  1. You have the written consent of each and every identifiable natural person in the User Content to use such person’s name or likeness in the manner contemplated by the Services and these Terms, and each such person has released you from any liability that may arise in relation to such use.
  2. Your User Content and 8x5’s use thereof as contemplated by these Terms and the Services 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.
  3. 8x5 may exercise the rights to your User Content granted under these Terms without liability for payment of any guild fees, residuals, payments, fees, or royalties payable under any collective bargaining agreement or otherwise.
  4. To the best of your knowledge, all your User Content and other information that you provide to us is truthful and accurate.

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  1. 8x5 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 Services. You shall be solely responsible for your User Content and the consequences of posting or publishing it. You understand and agree that you may be exposed to User Content that is inaccurate, objectionable, inappropriate for children, or otherwise unsuited to your purpose, and you agree that 8x5 shall not be liable for any damages you allege to incur as a result of User Content. 
  1. Our Proprietary Rights. 

Except for your User Content, the Services and all materials, software, and content therein (the “8x5 Content”), and all Intellectual Property Rights related thereto, are the exclusive property of 8x5 and its licensors. Except as explicitly provided herein, you are not permitted to sell, license, rent, modify, distribute, copy, reproduce, transmit, publicly display, publicly perform, publish, adapt, edit or create derivative works from any 8x5 Content. Use of the 8x5 Content for any purpose not expressly permitted by these Terms is strictly prohibited.

  1. Links to Third Party Websites or Resources.
    The Services (including the App) may contain links to third-party websites or resources. We provide these links only as a convenience and are not responsible for the content, products or services on or available from those websites or resources or links displayed on such websites. You acknowledge sole responsibility for and assume all risk arising from your use of any third-party websites or resources.

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  1. Governing Law and Forum Choice.
    These Terms and any action related thereto will be governed by the Federal Arbitration Act, federal arbitration law, and the laws of the State of New York, without regard to its conflict of laws provisions. Except as otherwise expressly set forth in Section 19 (“Dispute Resolution”), the exclusive jurisdiction for all Disputes (defined below) that you and 8x5 are not required to arbitrate will be the state and federal courts located in the State of New York.

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  1. Dispute Resolution.
    For any dispute with 8x5, you agree to first contact us at support@join8x5.com and attempt to resolve the dispute with us informally.
  1. Conducting Arbitration and Arbitration Rules. The arbitration will be conducted by the American Arbitration Association (“AAA”) under its Consumer Arbitration Rules (the “AAA Rules”) then in effect, except as modified by these Terms. The AAA Rules are available at www.adr.org or by calling 1-800-778-7879. A party who wishes to start arbitration must submit a written Demand for Arbitration to AAA and give notice to the other party as specified in the AAA Rules. The AAA provides a form Demand for Arbitration at www.adr.org.

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  1. If your claim is for U.S. $10,000 or less, you may choose whether the arbitration will be conducted solely on the basis of documents submitted to the arbitrator, through a telephonic or video-conference hearing, or by an in-person hearing as established by the AAA Rules.  If your claim exceeds U.S. $10,000, the right to a hearing will be determined by the AAA Rules. Any arbitration hearings will take place in the county (or parish) where you live, unless we both agree to a different location. The parties agree that the arbitrator shall have exclusive authority to decide all issues relating to the interpretation, applicability, enforceability and scope of this arbitration agreement.

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  1. Arbitration Costs. Payment of all filing, administration and arbitrator fees will be governed by the AAA Rules. We’ll pay for all filing, administration and arbitrator fees and expenses if your Dispute is for less than $10,000, unless the arbitrator finds your Dispute frivolous. If we prevail in arbitration we’ll pay all of our attorneys’ fees and costs and won’t seek to recover them from you. If you prevail in arbitration you will be entitled to an award of attorneys’ fees and expenses to the extent provided under applicable law.

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  1. Class Action Waiver.  YOU AND 8X5 AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR ITS INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING.  Further, if the parties’ dispute is resolved through arbitration, the arbitrator may not consolidate another person's claims with your claims, and may not otherwise preside over any form of a representative or class proceeding.  If this specific provision is found to be unenforceable, then the entirety of this Dispute Resolution section shall be null and void.

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  1. Effect of Changes on Arbitration.
    Notwithstanding the provisions of Section 2 “Changes to Terms or Services” above, if 8X5 changes any of the terms of this Section 19 “Dispute Resolution” after the date you first accepted these Terms (or accepted any subsequent changes to these Terms), you may reject any such change by sending us written notice (including by email to support@join8x5.com) within 30 days of the date such change became effective, as indicated in the “Last Updated” date above or in the date of 8X5’s email to you notifying you of such change. By rejecting any change, you are agreeing that you will arbitrate any Dispute between you and 8X5 in accordance with the terms of this Section 19  “Dispute Resolution” as of the date you first accepted these Terms (or accepted any subsequent changes to these Terms).
  1. Severability.  With the exception of any of the provisions in Section 19(d) of these Terms (“Class Action Waiver”), if an arbitrator or court of competent jurisdiction decides that any part of these Terms is invalid or unenforceable, the other parts of these Terms will still apply.

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  1. General Terms.
  1. Entire Agreement.
    These Terms constitute the entire and exclusive understanding and agreement between 8X5 and you regarding the Services and Content, and these Terms supersede and replace any and all prior oral or written understandings or agreements between 8X5 and you regarding the Services and Content. If any provision of these Terms is held invalid or unenforceable by an arbitrator or a court of competent jurisdiction, that provision will be enforced to the maximum extent permissible and the other provisions of these Terms will remain in full force and effect. You may not assign or transfer these Terms, by operation of law or otherwise, without 8X5’s prior written consent. Any attempt by you to assign or transfer these Terms, without such consent, will be null. 8X5 may freely assign or transfer these Terms without restriction. Subject to the foregoing, these Terms will bind and inure to the benefit of the parties, their successors and permitted assigns.
  2. Notices.
    Any notices or other communications provided by 8X5 under these Terms, including those regarding modifications to these Terms, will be given: (i) via email; or (ii) by posting to the Services. For notices made by e-mail, the date of receipt will be deemed the date on which such notice is transmitted.
  3. Waiver of Rights.
    8X5’s failure to enforce any right or provision of these Terms will not be considered a waiver of such right or provision. The waiver of any such right or provision will be effective only if in writing and signed by a duly authorized representative of 8X5. Except as expressly set forth in these Terms, the exercise by either party of any of its remedies under these Terms will be without prejudice to its other remedies under these Terms or otherwise.
  4. Assignment.
    You may not transfer, assign, or delegate these Terms or your rights or obligations hereunder or your 8X5 Account in any way (by operation of law or otherwise) without our prior written consent. To the extent permitted by applicable law, we may transfer, assign, or delegate these Terms and our rights and obligations hereunder without your consent.
  5. Third-Party Beneficiary.
    You agree that our third-party services providers are third-party beneficiaries of the applicable provisions of these Terms, with all rights to enforce such provisions as if such service providers were a party to these Terms.
  6. Miscellaneous.
    You will be responsible for paying, withholding, filing, and reporting all taxes, duties, and other governmental assessments associated with your activity in connection with the Services, provided that we may, in our sole discretion, do any of the foregoing on your behalf or for ourselves. For users enrolled in the Employment Components, 8X5 will deliver all tax related documentation to you in a timely manner. We recommend working with a tax professional to prepare your taxes. The failure of either you or us to exercise, in any way, any right herein will not be deemed a waiver of any further rights hereunder. If any provision of these Terms is found to be unenforceable or invalid, that provision will be limited or eliminated, to the minimum extent necessary, so that these Terms will otherwise remain in full force and effect and enforceable.

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  1. Your consent to use electronic signatures and communications
  1. Your Consent.
    To the extent permitted by applicable law, you consent to use electronic signatures and to electronically receive all records, notices, statements, communications, and other items for all services provided to you under these Terms and in connection with your relationship with us (collectively, “Communications”) that we may otherwise be required to send or provide you in paper for (e.g., by mail). By accepting and agreeing to these Terms electronically, you represent that: (1) you have read and understand this consent to use electronic signatures and to receive Communications electronically; (2) you satisfy the minimum hardware and software requirements specified below; and (3) your consent will remain in effect until you withdraw your consent as specified below. 

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  1. Your Right to Withdraw Your Consent.
    Your consent to receive Communications electronically will remain in effect until you withdraw it. You may withdraw your consent to receive further Communications electronically at any time by contacting us at support@join8x5.com If you withdraw your consent to receive Communications electronically, we will close your 8X5 Account and return the balance in your 8X5 Account to your Bank Account as set forth in these Terms, and you will no longer be able to use your 8X5 Account or the Services, except as expressly provided in these Terms. Any withdrawal of your consent to receive Communications electronically will be effective only after we have a reasonable period of time to process your withdrawal. Please note that withdrawal of your consent to receive Communications electronically will not apply to Communications electronically provided by us to you before the withdrawal of your consent becomes effective. 

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  1. You Must Keep Your Contact Information Current with Us.
    In order to ensure that we are able to provide Communications to you electronically, you must notify us of any change in your email address and your mobile device number or other text message address by updating your profile on the Website or Application. You also agree that you are responsible for the accuracy of the information you input through the Services. 

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  1. Copies of Communications. You should print and save and/or electronically store a copy of all Communications that we send to you electronically. 
22. Contact Information. If you have any questions, comments, or concerns regarding these Terms or the Services, please contact us at support@join8x5.com, or 8X5, Inc., 10 E North Ave Suite 5, Baltimore MD 21202.

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