Effective Date: May 2, 2016.
- ELIGIBILITY.You represent and warrant that you are at least 18 years of age or the age of legal majority in your jurisdiction, whichever is higher. If you are under age 18, you may not use or access the Services. If BEN discovers or has any reason to suspect that you are not at least 18 years of age, BEN reserves the right to suspend or terminate your access to the Services immediately and without notice.
- ADDITIONAL TERMS.Prior to access and use of certain Services or Service features, you may be presented and required to agree to additional terms in lieu of or in addition to these Terms, including ("Additional Terms"). Additional Terms may be presented online or offline, in either electronic or hardcopy form. If you are an individual accessing or using the Services on behalf of a company, organization, or entity (such as your employer), you acknowledge and agree that your access and use of the Services may be governed by Additional Terms entered into by that company, organization, or entity. To the extent of a conflict between these Terms and any Additional Terms, the Additional Terms will govern.
- ACCOUNT REGISTRATION.In order to access certain Services or Service features, you may be provided with or required to register for a user account ("Account"). If you register or apply for an Account, you must provide BEN with current, complete, and accurate information. You must keep your log-in information confidential and not authorize any third party to use it or your Account. You agree that you will keep your Account information up to date so that it is complete and accurate and that BEN may attribute all use of your Account to you and that you are responsible for all activities that occur under your Account. You must notify BEN immediately if you suspect any unauthorized use of your Account or any other breach of security. Depending on your account status or other criteria, your Account may not have full access to all Services or all Service features. You agree not to attempt to access any restricted Services or Service features.
- SERVICES AND CONTENT USE.You may view the Services and any information, content, graphics, text, images, sound files, video, communications, documents, files, and other materials ("Content") on your device. Except for the limited right to view set forth in this Section, you may not download, copy, sell, print, rent, lease, issue, distribute, transmit, broadcast, modify, perform, display, transfer, upload, post, create derivative works of, exploit, sublicense, or otherwise assign the Services or Content to any third party without BEN's express written consent, and all rights not expressly granted are reserved by BEN. You acknowledge that the Services and Content (defined below) may contain security or access control mechanisms that permit digital materials to be readily identified or protected from copying or dissemination, and agree not to circumvent, disable, or modify any of those mechanisms or encourage or assist others in doing so. You agree that when using the Services or Content, you will not engage in or attempt to engage in any improper uses. Improper uses include violating these Terms, any applicable law or regulation, or the BEN Website Usage Rules. If BEN suspects violations of any of the foregoing, BEN may institute legal action and cooperate with law enforcement authorities in bringing legal proceedings against violators. You agree to reasonably cooperate with BEN in investigating suspected violations. You authorize BEN to install, implement, manage, and operate one or more software, monitoring, or other solutions designed to assist in identifying or tracking activities that BEN considers to be illegal or a violation of these Terms.
- USER CONTENT.BEN does not control and is not responsible or liable for any information, content, graphics, text, images, software, sound files, video, communications, documents, or other materials that are provided, posted, uploaded, or otherwise submitted to the Services by users of the Services ("User Content"). You acknowledge, represent, and agree that all User Content submitted through your Account ("Your Content") is submitted voluntarily and is not confidential or proprietary and that BEN will not treat it as such. You grant to BEN and all other users who have access to Your Content through the Services or otherwise, a worldwide, royalty-free, transferrable, sublicensable, non-exclusive, perpetual, irrevocable license under all of your intellectual property rights to make, use, copy, modify, adapt, create derivative works of, publicly perform or display, import, broadcast, transmit, distribute, license, publish, translate, offer to sell, and sell, rent, lease or lend copies of Your Content (and derivative works thereof), and to publish your name and other information about you in connection with Your Content. BEN is under no obligation to post User Content in the Services and may, in its discretion, edit, block, refuse to post, or remove any User Content (including Your Content) at any time. You represent and warrant that you have the rights necessary to grant the rights in this Section and that Your Content does not infringe the rights of BEN or any third party or violate any agreement with BEN or any third party, or any applicable law. If BEN suspects violations of the foregoing, BEN may institute legal action and cooperate with law enforcement authorities in bringing legal proceedings against violators. You are solely responsible for Your Content and any other User Content you provide to BEN or make available through the Services.
- FEEDBACK.You have no obligation to—but may provide—suggestions, comments, or other feedback to BEN with respect to the Services ("Feedback"). You agree that all Feedback is given voluntarily and it is not and will not be treated as confidential even if you designate it as confidential. You will not give Feedback that is subject to license terms that seek to require any BEN product, technology, service, or documentation incorporating or derived from Feedback, or any BEN intellectual property, to be licensed or otherwise shared with any third party. BEN will be free to use, disclose, reproduce, license, or otherwise distribute and exploit the Feedback provided to BEN through any manner or means, as it sees fit, entirely without obligation to you or restriction of any kind on account of intellectual property rights or otherwise.
- SUPPORT AND AVAILABILITY.BEN has no obligation to, and might not, provide support in relation to the Services, Content, your Account, or User Content. BEN does not guarantee availability of the Services, Content, your Account, or User Content and your access is permitted only if and when they are available. The Services may be unavailable for service, upgrades, maintenance, or other reasons. To the maximum extent authorized under applicable law, BEN reserves the right to discontinue your access to the Services, your Account, or to any Content provided or made available to you through use of the Services at any time without notice to you.
- CHANGES TO THESE TERMS.BEN reserves the right to change these Terms at any time upon notice. BEN may give notice by making the updated Terms available through the Services, sending you an e-mail, or by any other reasonable means. You can view the most current version of the Terms at any time at www.bengroup.com. The updated Terms are binding on you as of the effective date indicated in the updated Terms. If you do not agree to the updated Terms, you must terminate your Account and stop using the Services and Content before the effective date. Your continued use of the Services or Content after the effective date will constitute your acceptance of the updated Terms.
- THIRD-PARTY PRODUCTS AND SERVICES.You may need to use or obtain additional products or services in order to use the Services or Content, such as internet access, a device, or a data connection. Third-party products and services may require additional fees. You must obtain all third-party products and services separately and pay all associated charges. BEN does not endorse or sponsor any third-party products or services and does not have control over such products or services. BEN is not responsible for any third-party product or service.TERMINATION.You may terminate your Account or your use of the Services at any time. BEN reserves the right to terminate your Account, these Terms, and/or suspend or terminate the Services at any time with or without prior notice. Sections 1, 6 and 12 through 23 of these Terms will survive termination.
- DISCLAIMER OF WARRANTIES.TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE SERVICES, CONTENT, AND USER CONTENT ARE PROVIDED "AS IS," "WITH ALL FAULTS" AND "AS AVAILABLE" AND THE ENTIRE RISK OF USE AND PERFORMANCE REMAINS WITH YOU. BEN AND ITS SUPPLIERS, AND LICENSORS DO NOT MAKE ANY REPRESENTATIONS, WARRANTIES, OR CONDITIONS, EXPRESS, IMPLIED, OR STATUTORY, AND HEREBY DISCLAIM ANY IMPLIED WARRANTIES OF MERCHANTABILITY, MERCHANTABLE QUALITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, QUIET ENJOYMENT, OR NON-INFRINGEMENT. IN PARTICULAR, BEN, ITS AFFILIATES, SUPPLIERS, AND LICENSORS MAKE NO WARRANTY: (A) THAT THE SERVICES, CONTENT, OR USER CONTENT WILL MEET YOUR REQUIREMENTS OR BE AVAILABLE OR PROVIDED ON AN UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE BASIS; (B) THAT ANY INFORMATION OR CONTENT OBTAINED THROUGH IT WILL BE ACCURATE, COMPLETE, OR RELIABLE; OR (C) THAT ANY DEFECTS OR ERRORS THEREIN WILL BE CORRECTED. THE SERVICES, CONTENT, AND USER CONTENT YOU DOWNLOAD OR OBTAIN THROUGH THE SERVICES IS ACCESSED AT YOUR OWN RISK, AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE OR LOSS THAT RESULTS THEREFROM.
- DISCLAIMER OF CERTAIN DAMAGES.TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL BEN OR ANY SUPPLIER, OR LICENSOR BE LIABLE FOR ANY CONSEQUENTIAL, SPECIAL, INCIDENTAL, INDIRECT, OR PUNITIVE DAMAGES; FOR LOSS OF PROFITS, BUSINESS, GOODWILL, ANTICIPATED SAVINGS, OR USE; LOSS OR CORRUPTION OF DATA, CONFIDENTIAL INFORMATION, OR OTHER INFORMATION; BUSINESS INTERRUPTION; PERSONAL INJURY; PROPERTY DAMAGE; LOSS OF PRIVACY; FAILURE TO MEET ANY DUTY OF GOOD FAITH OR REASONABLE CARE; NEGLIGENCE; AND ANY OTHER PECUNIARY OR OTHER LOSS WHATSOEVER, ARISING OUT OF, BASED ON, RESULTING FROM, OR IN ANY WAY RELATED TO THESE TERMS, THE SERVICES, CONTENT, OR USER CONTENT, EVEN IF BEN OR ANY SUPPLIER, OR LICENSOR HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
- LIMITATION OF LIABILITY AND EXCLUSIVE REMEDY.TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW AND TO THE EXTENT THEY ARE NOT EXCLUDED OR DISCLAIMED UNDER SECTIONS 13 OR 14, BEN AND ITS SUPPLIERS', AND LICENSORS' MAXIMUM, AGGREGATE LIABILITY TO YOU, AND YOUR EXCLUSIVE REMEDY UNDER THESE TERMS FOR ANY AND ALL DAMAGES, INJURIES, AND LOSSES ARISING FROM ANY AND ALL CLAIMS AND CAUSES OF ACTION ARISING OUT OF, BASED ON, RESULTING FROM, OR IN ANY WAY RELATED TO THESE TERMS, THE SERVICES, CONTENT, OR USER CONTENT, WILL BE TO RECOVER THE ACTUAL DAMAGES YOU INCUR BASED UPON REASONABLE RELIANCE ON THE SERVICES UP TO U.S. $100.00. THE EXISTENCE OF MULTIPLE CLAIMS OR SUITS UNDER OR RELATED TO THESE TERMS, THE SERVICES, CONTENT, OR USER CONTENT WILL NOT ENLARGE OR EXTEND THE LIMITATION OF MONEY DAMAGES WHICH WILL BE YOUR SOLE AND EXCLUSIVE REMEDY.
- INDEPENDENT REMEDIES.The exclusion of damages under Section 14 is independent of your exclusive remedy in Section 15 and it survives even if the exclusive remedy fails of its essential purpose or otherwise is deemed unenforceable. Each of the limitations of liability in Sections 14 and 15 applies without regard to whether loss, liability, or damage arises from (a) breach of contract, (b) breach of warranty, (c) fault or tort, including negligence and misrepresentation, (d) strict liability, or (e) any other cause of action, to the extent the exclusions and limitations are not prohibited by applicable law.
- NOTICE ON POTENTIAL LIMITS OF SECTIONS 13, 14, AND 15. Some jurisdictions do not allow the exclusion or limitation of damages (including incidental or consequential), loss, or liability from intentional acts (including fraud, fraudulent misrepresentation, and failure to disclose defects), product liability, or for death or personal injury. Nothing in Sections 13, 14, or 15 will be interpreted as excluding liability which cannot under applicable law be excluded in those jurisdictions. If you reside, or are otherwise subject to the laws in one of those jurisdictions any statutory entitlement available to you will be deemed limited to the extent (if at all) permissible under that law and, if limitation is not permitted, the limitations and exclusions in this section may not apply to you.
- INDEMNIFICATION.You agree to defend, indemnify, and hold BEN and its directors, officers, employees, agents, members, partners, suppliers, and licensors harmless and will keep them indemnified from any third-party claim or demand, including reasonable attorneys' fees, relating to or arising from: (a) your User Content or your use of the Services; (b) any violation by you of these Terms; or (c) your violation of any another party's rights or applicable law. BEN reserves the right to assume, at its sole expense, the exclusive defense and control of any matter subject to indemnification by you, in which event you will fully cooperate with BEN in asserting any available defenses.
- GOVERNING LAW AND VENUE.These Terms will be governed by and construed in accordance with the laws of the State of New York without reference to its conflict of laws provisions. Subject to the Arbitration Provision, you agree to submit to the exclusive jurisdiction and venue in the state and federal courts sitting in the State of New York for any and all disputes, claims, and actions arising from or in connection with the Services or these Terms. The United Nations Convention on Contracts for the International Sale of Goods will not apply to these Terms.
- GENERAL.Section titles are only for convenience and have no legal or contractual significance. Any list of examples following "including" or "e.g.," is illustrative and not exhaustive, unless qualified by terms like "only" or "solely." BEN's failure to act with respect to a breach by you or others does not waive its rights to act with respect to subsequent or similar breaches. A waiver will only be binding on BEN if it is in a written document signed by BEN. If any provision of these Terms is held by a court of competent jurisdiction to be illegal, invalid, or unenforceable, the remaining terms, covenants and restrictions will remain in full force and effect. You and BEN intend that the provisions of these Terms be enforced to the fullest extent permitted by applicable law. Accordingly, you and BEN agree that if any provision is deemed unenforceable, where possible, it will be modified to the extent necessary to make it enforceable, which may include its deletion. BEN may assign its rights and delegate its obligations under these Terms, in whole or in part, at any time with or without notice to you, and these Terms will be binding upon and inure to the benefit of BEN's successors and assigns. You may not assign, transfer or sublicense your rights (if any). These Terms (including any incorporated terms) and any Additional Terms constitute the entire agreement between you and BEN with respect to the Services. Both you and BEN warrant to each other that, in entering this agreement, neither BEN nor you have relied on nor will have any right or remedy based upon any statement, representation, warranty, or assurance other than those expressly stated in these Terms (including any incorporated terms) and any Additional Terms. The preceding sentence will not limit or exclude any liability that cannot be limited or excluded under applicable law. No one other than you and BEN, or BEN's successors and assigns, will have any right to enforce these Terms.
- CONTACT INFORMATION.BEN may give you all notices (including legal process) that BEN is required to give by any lawful method, including by making notice available through the Services or on BEN's web site located at www.bengroup.comor by sending it to any e-mail or mailing address that you provide to BEN. You acknowledge that if you do not provide BEN with current and accurate contact information, BEN may not be able to contact you. You agree to send BEN notice by mailing it to the following address:710 Second Avenue, Suite 640
Seattle, Washington 98104
Attention: BEN Legal Department
- NOTICES OF CLAIMS OF COPYRIGHT VIOLATIONS AND AGENT FOR NOTICE.If you are a copyright owner and have a good faith belief that any material available on the Services infringes upon your copyrights, you may submit a copyright infringement notification to BEN pursuant to the Digital Millennium Copyright Act by providing BEN with the following information in writing:
- An electronic or physical signature of the copyright owner or the person authorized to act on behalf of the owner of the copyright interest;
- A description of the copyrighted work that you claim has been infringed;
- A description of where the material you claim is infringing is located on the Services, with enough detail that BEN may find it on the Services;
- A statement by you that you have a good faith belief that the disputed use is not authorized by the copyright owner, its agent, or the law; and
- statement by you, made under penalty of perjury, that the above information in your notice is accurate and that you are the copyright owner or are authorized to act on the copyright owner's behalf.
BEN's agent for notice of claims of copyright infringement can be reached as follows:
|By mail:||710 Second Avenue, Suite 640|
Seattle, Washington 98104
Attention: BEN Legal Department
This process only relates to reporting a claim of copyright infringement. Messages related to other matters will not receive a response through this process. Please note that under Section 512(f) of the Digital Millennium Copyright Act, any person who knowingly materially misrepresents that material is infringing may be subject to liability. If you are unsure whether material infringes your copyright, you should contact an attorney prior to sending notice.