Beanstalk Online Portal Terms of Use

Terms and Conditions

These are the terms of use (“Terms of Use”) for your use of the services and/or features of the online portal (the “Online Portal”) managed by The Beanstalk Group, LLC (“Beanstalk’”). You may be accessing the Online Portal, and the interactive services (“Interactive Services”) related thereto, from a computer, mobile device, App or by any other means now known or hereafter devised, and these Terms of Use govern your use of the Online Portal, your use of the Interactive Services and your conduct, regardless of the means of access. You may be using the Online Portal and/or Interactive Services on behalf of a company or other legal entity. If so, these Terms of Use govern your and your company’s use of all such Online Portal and/or Interactive Services.

We may also interact with you on third party sites where we post content or provide information and/or invite you to post content or provide information, or enable you to interact on, download from or upload to third party sites (“Third Party Sites”). These Terms of Use provide guidelines, rules and regulations in connection with the Interactive Services, including services that involve Third Party Sites, but Beanstalk does not control the Third Party Sites, and these Terms of Use do not apply to companies that Beanstalk does not own or control, or to the actions of people that Beanstalk does not employ or manage. Beanstalk has no control over, and assumes no responsibility for, the products, services, content, functionality, representations, warranties, privacy policies, or practices of any Third Party Sites. In addition, Beanstalk will not and cannot censor or edit the content of any Third Party Sites. By using the Online Portal, you expressly release Beanstalk from any and all liability arising from your use of any Third Party Sites. Accordingly, we encourage you to be aware when you leave the Online Portal and to read the terms and conditions and privacy policy of each other Third Party Site that you visit. By using the Online Portal, you signify your agreement to these Terms of Use, whether or not you have read them. If you do not agree with any of these Terms of Use, you should not use the Online Portal. Beanstalk reserves the right to change or modify any of the terms and conditions contained in these Terms of Use from time to time at any time, without notice, and in its sole discretion. If Beanstalk decides to change these Terms of Use, Beanstalk will post a new version on the Online Portal and update the date set forth below. Any changes or modifications to these Terms of Use will be effective upon posting of the revisions. Your continued use of the Online Portal following posting of any changes or modifications constitutes your acceptance of such changes or modifications and if you do not agree with such changes or modifications, you must immediately cease using the Online Portal. For this reason, you should frequently review these Terms of Use, including the dates, to understand the terms and conditions that apply to your use of the Online Portal.

Online Portal Access

Beanstalk hereby grants you permission to use the Online Portal as set forth in these Terms of Use, provided that:

your use of the Online Portal as permitted is solely for your personal use and/or the use of your company or other legal entity;
you will not share your user id and password, if applicable, with anyone else,
you will not copy, disclose or distribute any part of the Online Portal or materials contained herein to any third party and/or in any medium other than as may be reasonably necessary to use the Online Portal for its intended purpose;
you will not alter or modify any part of the Online Portal other than as may be reasonably necessary to use the Online Portal for its intended purpose;
you will otherwise comply with the terms and conditions of these Terms of Use;
you comply with all applicable laws, including, without limitation, privacy laws, intellectual property laws, export control laws, tax laws, and regulatory requirements;
you only provide accurate information and update it as necessary;
you review and comply with these Terms of Use;
you only use the Online Portal and Interactive Services in a professional manner;
you do not use or attempt to use another's account without authorization, or create a false identity on the Online Portal;
you do not take any action or upload, post, email, transmit or otherwise make available or initiate any Content (as defined below) that:

falsely states, impersonates or otherwise misrepresents your identity;
is unlawful, libelous, abusive, obscene, discriminatory or otherwise objectionable;
includes information that you do not have the right to disclose or make available under any law or under contractual or fiduciary relationships;
infringes upon any intellectual property or other proprietary rights;
reverse engineers, decompiles, disassembles, deciphers or otherwise attempts to derive the source code for any underlying intellectual property used to provide the Interactive Services, or any part thereof;
adapts, modifies or creates derivative works based on the Online Portal or technology underlying the Interactive Services, or other users’ content, in whole or part;
rents, leases, loans, trades, sells/re-sells access to the Online Portal or any Content therein, or the equivalent, in whole or part, unless you have entered into a separate written agreement with Beanstalk;
sells, sponsors, or otherwise monetizes the Online Portal, the Interactive Services, or any other service or functionality of Beanstalk, unless you have entered into a separate written agreement with Beanstalk;
removes any copyright, trademark or other proprietary rights notices contained in or on the Online Portal, including those of Beanstalk and/or any of its users, suppliers, clients and/or counterparties;
collects, uses, copies, or transfers any information, including, but not limited to, personally identifiable information obtained from the Online Portal except as expressly permitted in these Terms of Use or as the owner of such information may expressly permit, unless you have entered into a separate written agreement with Beanstalk;
uses manual or automated software, devices, scripts robots, other means or processes to access, “scrape,” “crawl” or “spider” any web pages or other services contained in the Online Portal;
uses bots or other automated methods to access the Online Portal, add or download Content, send or redirect messages, or perform other activities through the Online Portal, unless explicitly permitted by Beanstalk;
accesses, via automated or manual means or processes, the Online Portal for purposes of monitoring their availability, performance or functionality for any competitive purpose;
attempts to or actually override any security component included in or underlying the Online Portal;
engages in any action that directly or indirectly interferes with the proper working of or places an unreasonable load on the Online Portal’s infrastructure, including, but not limited to, sending unsolicited communications to other users or Beanstalk personnel, attempting to gain unauthorized access to the Online Portal; or
interferes with or disrupts or games the Online Portal and/or the Interactive Services, including, but not limited to, any servers or networks connected to Online Portal and/or the Interactive Services.

In order to access the Online Portal, you will have to create an account. You may never use another's account without permission, or allow anyone else to use your account. When creating your account, you must provide accurate and complete information. You are solely responsible for the activity that occurs on your account, and you must keep any account passwords secure. You must notify us immediately of any breach of security or unauthorized use of your account. Although we will not be liable for your losses caused by any unauthorized use of your account, you may be liable to us for the losses of Beanstalk or others due to such unauthorized use.

Copyright

All design, text, graphics, logos, button icons, images, audio and video clips, the selection and arrangement thereof, and all software on the Online Portal are subject to copyright and other intellectual property rights under United States and foreign laws and international conventions. All software used on the Online Portal is the property of Beanstalk or its software suppliers and is protected by U.S. and international copyright laws. Permission is granted to electronically copy and to print in hard copy portions of the Online Portal for the sole purpose of using the Interactive Services or using the Online Portal as a resource. Any other use of materials on the Online Portal including, without limitation, reproduction for purposes other than those permitted above, modification, distribution, republishing, transmission, broadcast, display, sale, license, performance, exploitation, or any other purposes whatsoever, without the prior written permission of Beanstalk, is strictly prohibited. Beanstalk reserves all rights not expressly granted in and to the Online Portal and its materials and content. You agree not to circumvent, disable or otherwise interfere with security related features of the Online Portal or features that prevent or restrict use or copying of any materials or content or enforce limitations on use of the Online Portal or the materials or content herein.

Trademarks

All trademarks, product names and company names or logos used on the Online Portal are the property of their respective owners.

Responsibility for your Content

You are solely responsible for all content that you upload, download, post, email or otherwise transmit to or from the Online Portal, through the Interactive Services or otherwise, including the submission of product descriptions and all other data, information, documents, text, software, applications, music, sound, photographs, graphics, video, messages, postings, comments, questions, answers or any other materials whatsoever, whether similar or dissimilar to the foregoing (collectively, “Content”).

Limitation of Liability

Beanstalk provides the Online Portal and the Interactive Services and all other applications and services on the Online Portal as a forum only and on an “as is, where is” basis, with no representations whatsoever including, without limitation, of merchantability or fitness for a particular purpose. Beanstalk is not liable for any statements, representations, or Content provided by its users or any third party on the Online Portal or any Third Party Site, including without limitation through the Interactive Services. Content posted via or on the Online Portal or any Third Party Site, including through the Interactive Services, is not controlled by Beanstalk. Beanstalk cannot guarantee the accuracy, integrity or quality of such Content. Under no circumstances will Beanstalk be liable in any way for any Content, including, but not limited to, for (i) any errors or omissions in any Content; or (ii) any loss or damage (including, without limitation, personal injury or property damage) of any kind incurred as a result of the use of any Content posted, emailed or otherwise transmitted via or to the Online Portal or through the Interactive Services. You may access the Content and any other content on the Online Portal only as permitted under these Terms of Use and you agree to not engage in the use, copying or distribution of any of the Content other than as expressly provided herein.

Your Content Submissions

You represent and warrant that any Content that you submit:

is not false, inaccurate or misleading;
does not infringe any copyright, patent, trademark, trade secret or other proprietary rights or rights of publicity or privacy of any person or entity;
does not violate any obligations you may have with respect to such Content under any law or under contractual or fiduciary relationships (such as, but not limited to, inside information, proprietary and confidential information learned or disclosed as part of employment relationships or under nondisclosure agreements);
does not violate any law, statute, ordinance or regulation (including, but not limited to, those governing export control, consumer protection, unfair competition, anti-discrimination or false advertising); and
is not, or would not reasonably be considered to be, unlawful, harmful, defamatory, libelous, vulgar, obscene, invasive of another's privacy, hateful, racially or religiously biased or offensive, abusive, tortious, threatening or harassing to any individual or entity.

Beanstalk does not endorse any user Content or any opinion, recommendation or advice expressed therein, and Beanstalk disclaims all liability with respect to the Content. Any Content you submit is at your own risk of loss. By providing Content, you represent and warrant that you are entitled to submit the information and that the information is accurate, not confidential, and not in violation of any contractual restrictions or other third party rights.

Mobile Services

If you access the Online Portal via your mobile phone, we do not currently charge for this access. Please be aware that your carrier's normal rates and fees, such as text messaging fees or data charges, will still apply, and you are solely 100% responsible for any/all such rates and fees charged by your carrier.

Reservation of Rights

Beanstalk reserves the right, at any time, without notice and in its sole discretion, to terminate your license to use the Interactive Services and the Online Portal and to block or prevent your future access to and use of the Interactive Services and the Online Portal. Beanstalk may access, preserve and disclose your account information and Content if required to do so by law or in a good faith belief that such access, preservation or disclosure is reasonably necessary to:

comply with legal process;
enforce these Terms of Use;
respond to claims that any Content violates the rights of third parties; or
respond to your requests for customer service.

Disclaimers

BEANSTALK IS PROVIDING THE ONLINE PORTAL, THE CONTENT AND THE INTERACTIVE SERVICES ON AN "AS-IS, WHERE-IS" BASIS AND MAKES NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, WITH RESPECT TO THE OPERATION OF THE ONLINE PORTAL OR INTERACTIVE SERVICES, THE INFORMATION, CONTENT, MATERIALS OR PRODUCTS INCLUDED ON THE ONLINE PORTAL OR AS PART OF THE INTERACTIVE SERVICES. TO THE FULLEST EXTENT PERMITTED BY LAW, BEANSTALK DISCLAIMS ALL SUCH REPRESENTATIONS AND WARRANTIES, INCLUDING FOR EXAMPLE WARRANTIES OF MERCHANTABILITY AND/OR FITNESS FOR A PARTICULAR PURPOSE. IN ADDITION, BEANSTALK DOES NOT REPRESENT OR WARRANT THAT THE INFORMATION ACCESSIBLE VIA THE ONLINE PORTAL OR THE INTERACTIVE SERVICES IS ACCURATE, COMPLETE OR CURRENT. YOU HEREBY ACKNOWLEDGE THAT NO EXPRESS OR IMPLIED REPRESENTATIONS HAVE BEEN MADE CONCERNING THESE TERMS OF USE, THE ONLINE PORTAL, THE INTERACTIVE SERVICES OR BEANSTALK’S PERFORMANCE WITH RESPECT THERETO, WHICH ARE NOT EXPRESSLY STATED HEREIN. BEANSTALK WILL NOT BE LIABLE FOR ANY DAMAGES OF ANY KIND ARISING OUT OF OR IN CONNECTION WITH THE USE OF THE ONLINE PORTAL OR THE INTERACTIVE SERVICES. THIS IS A COMPREHENSIVE LIMITATION OF LIABILITY THAT APPLIES TO ALL DAMAGES OF ANY KIND, INCLUDING BUT NOT LIMITED TO DIRECT, INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE OR CONSEQUENTIAL DAMAGES, LOSS OF DATA, INCOME OR PROFIT, LOSS OF OR DAMAGE TO PROPERTY AND CLAIMS OF THIRD PARTIES.

Indemnification

You agree to defend, indemnify and hold harmless Beanstalk (and its officers, directors, agents, subsidiaries, joint ventures, employees and third-party service providers), from all claims, demands, losses, liabilities, costs, expenses, obligations and damages of every kind and nature, known and unknown, including reasonable legal fees and expenses, arising out of:

your use of and access to the Online Portal and the Interactive Services;
your violation of any term of these Terms of Use;
a breach of your representations and warranties set forth above regarding Content;
your violation of any law or the rights of a third party (including, without limitation, any copyright, property or privacy right); or
any claim that any Content you submitted caused damage to a third party.

This indemnification obligation will survive the termination of these Terms of Use and your use of the Online Portal and/or Interactive Services.

Assignment

These Terms of Use, and any rights and licenses granted hereunder, may not be transferred or assigned by you, but may be assigned by Beanstalk without restriction including, without limitation in the event of a change of control of Beanstalk by merger, acquisition, sale, or operation of law.

General

All matters (in contract, tort or otherwise) arising out of, in connection with, or relating to the Online Portal, the Interactive Services or these Terms of Use including, without limitation, the validity, interpretation, construction, performance, and enforcement of these Terms of Use, shall be governed, construed, and interpreted exclusively in accordance with the laws of the State of New York without giving effect to its conflicts or choice-of-law principles. The parties hereto irrevocably consent to the exclusive personal and subject matter jurisdiction of the federal and state courts located in the State of New York, County of New York, and to the exclusive venue of the United States District Court for the Southern District of New York and of the courts of the State of New York located in the County of New York. The parties hereby irrevocably waive any and all rights to trial by jury in any legal proceeding arising out of or relating to these Terms of Use. These Terms of Use, and any other legal agreements relating to the Online Portal, shall constitute the entire agreement between you and Beanstalk concerning the Online Portal and Interactive Services. If any provision of these Terms of Use is deemed invalid or unenforceable, the remaining provisions of these Terms of Use shall be unimpaired and the unenforceable term or provision shall be replaced by such enforceable term or provision as comes closest to the intention underlying the unenforceable term or provision. No waiver of any term of this these Terms of Use shall be deemed a further or continuing waiver of such term or any other term, and Beanstalk’s failure to assert any right or provision under these Terms of Use shall not constitute a waiver of such right or provision. Beanstalk reserves the right to amend these Terms of Use at any time and without notice, and it is your responsibility to review these Terms of Use for any changes. Your use of the Online Portal following any amendment of these Terms of Use will signify your assent to, and acceptance of, its revised terms. TO THE GREATEST EXTENT PERMITTED BY APPLICABLE LAWS, YOU AND BEANSTALK AGREE THAT ANY CAUSE OF ACTION BROUGHT BY YOU OR YOUR COMPANY ARISING OUT OF OR RELATED TO THE ONLINE PORTAL AND/OR THE INTERACTIVE SERVICES MUST COMMENCE WITHIN SIX (6) MONTHS AFTER THE CAUSE OF ACTION ACCRUES. OTHERWISE, SUCH CAUSE OF ACTION IS PERMANENTLY BARRED.
Terms of Use Effective Date: July 6, 2016

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