Last Updated: May 10, 2018
Welcome to BEYREP!
This BEYREP Services Agreement ("Agreement") is a legal agreement between BEYREP, Inc. ("BEYREP" or "we") and the entity or person ("you", "your", or "user") who registered on BEYREP to receive certain payment, analytics, and other business services that may be offered by BEYREP. This Agreement describes the terms and conditions that apply to your use of the Services.
Subject to the conditions set forth herein, BEYREP may, in its sole discretion, amend this Agreement at any time by posting a revised version on the Site and will provide reasonable advance notice of any amendment that includes a Substantial Change. If the Substantial Change includes an increase to Fees charged by BEYREP, BEYREP will provide at least 30 days’ advance notice of the change, but may not provide any advance notice for changes resulting in a reduction in Fees or any temporary or promotional Fee change. Any revisions to the Terms of Service will take effect on the noted effective date or when posted if there is no noted effective date (each, as applicable, the "Effective Date").
If you do not understand any of the terms of this Agreement, please contact us before using the Services.
SERVICES WE PROVIDE
BEYREP connects consumers (individually, "Client," collectively, "Client") and other third party professionals and home improvement service providers (individually, a "Pro," collectively, "Pros"). We help Clients match with Pros based on characteristics that matter most to them for their home design/build projects, and provide project management tools during the project. We help Pros match with compatible Clients in need of their service, and provide project management tools to keep track projects effectively. The site contains features that:
- Enable Clients to: create profiles, post project request, match with Pros, communicate, award projects to Pros, track project progress, track decisions, and approve payment to Pros.
- Enables Pros to: create profiles, showcase services and capabilities, match with Clients, submit estimate for projects, communicate with Clients, obtains project awards, track project progress, track decisions, invoice for payment, and receive payment from Clients.
NO RESPONSIBILITY, ENDORSEMENT OR GUARANTEE FOR PROS
BEYREP does not deliver, and is not responsible for, any Pro’s products, services or advice. The Pros are not employees, contractors or agents of BEYREP, and BEYREP is not an agent of any Pro. BEYREP does not sponsor, endorse, recommend or approve any Pro who offers products or services through the Services. While we try to confirm that Pros meet certain requirements, we cannot and do not represent or warrant that any Pro is licensed, qualified, bonded, insured or capable of performing any service. We do not make any guarantees, warranties or representations of any kind regarding any Pro, any advice or other information that a Pro provides or the products or services that a Pro provides, and we are not responsible for any action or inaction of any Pro. Reference to any products, services or other information by trademark, manufacturer, supplier or otherwise does not constitute or imply an endorsement, sponsorship or recommendation by us. We do not guarantee that the Services can match a User’s service needs with a Pro or that there are Pros in a User’s area that are capable of and willing to meet a User’s service needs. Any quote or estimate provided in connection with the Services is only a guide, is not a contractually binding offer, and is not a guarantee of the actual cost of your specific project. When you work with a Pro, your rights will be governed by your contract with the Pro and by applicable federal, state and local laws.
THIRD PARTY MATERIALS
The Services may contain links to third party websites, services, activities or other content (collectively, "Third Party Materials"). These Third Party Materials are not owned or controlled by BEYREP. These Third Party Materials are provided for your reference and convenience only, and do not imply any endorsement, sponsorship or recommendation by BEYREP.
Account Creation. In order to use certain features of the Site, you must register for an account ("Account") and provide certain information about yourself as prompted by the account registration form. You represent and warrant that: (a) all required registration information you submit is truthful and accurate; (b) you will maintain the accuracy of such information. You may delete your Account at any time, for any reason, by following the instructions on the Site. BEYREP, in its sole discretion, may suspend or terminate your Account at anytime with or without notice.
Account Responsibilities. You are responsible for maintaining the confidentiality of your Account login information and are fully responsible for all activities that occur under your Account. You may invite others to have access to a given project within your Account. In order to provide access an invitee must become a Registered User and you will have the option to define the level of access to the project. You agree to immediately notify BEYREP of any unauthorized use, or suspected unauthorized use of your Account or any other breach of security. BEYREP cannot and will not be liable for any loss or damage arising from your failure to comply with the above requirements.
Membership. BEYREP provides Registered Users with different memberships depending on whether the Registered User is a Client or a Pro.
Registered Users and BEYREP. BEYREP is not a party to the dealing, contracting and fulfillment of any project between a Client and Pro. BEYREP has no control over and does not guarantee the quality, safety or legality of any services performed or deliverables created, advertised, the truth or accuracy of project listings, the qualifications, background, or abilities of Registered Users, the ability of Pro to perform services, the ability of Clients to pay for services, or that a Client or Pro can or will actually complete a Project. BEYREP is not responsible for and will not control the manner in which a Pro operates and is not involved in the hiring, firing, discipline or working conditions of the Pro. All rights and obligations for the purchase and sale of services or other deliverables are solely between a Client and a Pro. BEYREP will not provide any Pro with any materials or tools to complete any project. Clients and Pros must look solely to the other for enforcement and performance of all the rights and obligations arising from any Contract and any other terms, conditions, representations, or warranties associated with such dealings. Timeliness of construction adherence to schedule, no damages due to delay.
Taxes. Registered Users are responsible for payment and reporting of any taxes. BEYREP is not obligated, and will not, determine the applicability of any taxes or to remit, collect or report any such applicable taxes. You agree that you will abide by any and all applicable state and federal tax statutes, regulations and common law. In the event BEYREP receives a notice of non-compliance with any such statute, regulation or common law, including, without limitation, an Internal Revenue Service Levy, BEYREP will deem such receipt a breach of this section and will suspend your Account until BEYREP received an Internal Revenue Service Release.
License Checks. BEYREP may retain a third party to perform, at its discretion, various professional qualification checks on Pros who register with the Site.
3. ACCESS TO THE SITE
Certain Restrictions. The rights granted to Registered Users in these Terms are subject to the following restrictions: (a) you shall not license, sell, rent, lease, transfer, assign, distribute, host, or otherwise commercially exploit the Site, whether in whole or in part, or any content displayed on the Site; (b) you shall not modify, make derivative works of, disassemble, reverse compile or reverse engineer any part of the Site; (c) you shall not access the Site in order to build a similar or competitive website, product, or service; and (d) except as expressly stated herein, no part of the Site may be copied, reproduced, distributed, republished, downloaded, displayed, posted or transmitted in any form or by any means. Unless otherwise indicated, any future release, update, or other addition to functionality of the Site shall be subject to these Terms. All copyright and other proprietary notices on the Site (or on any content displayed on the Site) must be retained on all copies thereof.
Modification. BEYREP reserves the right, at any time, to modify, suspend, or discontinue the Site (in whole or in part) with or without notice to you. You agree that BEYREP will not be liable to you or to any third party for any modification, suspension, or discontinuation of the Site or any part thereof.
No Support or Maintenance. You acknowledge and agree that BEYREP will have no obligation to provide you with any support or maintenance in connection with the Site.
4. USER CONTENT
User Content. "User Content" means any and all information and content that a user submits to, or uses with, the Site (e.g., content in the user’s profile or postings). Registered Users are solely responsible for their User Content and you assume all risks associated with use of your User Content, including any reliance on its accuracy, completeness or usefulness by others, or any disclosure of your User Content that personally identifies you or any third party. You are solely responsible for information posted on our Website, including but not limited to (a) any audio, video or photographic content (collectively, "Multimedia Content"), (b) any posting or listing made in any public message area, through any email feature or through BEYREP’s feedback feature (collectively, "Non-Multimedia Content"), and (c) any other content of a personal nature including but not limited to your resume, biography, work history and work product produced for another Registered User including BEYREP’s ("Personal Content"). You retain ownership of all Multimedia Content and Personal Content, subject to the licenses granted herein.
You hereby represent and warrant that your User Content does not violate our Acceptable Use Policy. You may not represent or imply to others that your User Content is in any way provided, sponsored or endorsed by BEYREP. Because you alone are responsible for your User Content, you may expose yourself to liability if, for example, your User Content violates the Acceptable Use Policy. BEYREP is not obligated to backup any User Content, and your User Content may be deleted at any time without prior notice. You are solely responsible for creating and maintaining your own backup copies of your User Content if you desire. See Section 12 for further information on Copyright and Intellectual Property rights.
License. You hereby grant (and you represent and warrant that you have the right to grant) to BEYREP an irrevocable, nonexclusive, royalty-free and fully paid, worldwide license to reproduce, distribute, publicly display and perform, prepare derivative works of, incorporate into other works, and otherwise use and exploit your User Content, and to grant sublicenses of the foregoing rights, solely for the purposes of including your User Content on the Site. You hereby irrevocably waive (and agree to cause to be waived) any claims and assertions of moral rights or attribution with respect to your User Content.
Acceptable Use Policy. The following terms constitute our "Acceptable Use Policy": You agree not to use the Site to collect, upload, transmit, display, or distribute any User Content (i) that violates any third-party right, including any copyright, trademark, patent, trade secret, moral right, privacy right, right of publicity, or any other intellectual property or proprietary right; (ii) that is unlawful, harassing, abusive, tortious, threatening, harmful, invasive of another’s privacy, vulgar, defamatory, false, intentionally misleading, trade libelous, pornographic, obscene, patently offensive, promotes racism, bigotry, hatred, or physical harm of any kind against any group or individual or is otherwise objectionable; (iii) that is harmful to minors in any way; or (iv) that is in violation of any law, regulation, or obligations or restrictions imposed by any third party. In addition, you agree not to: (i) upload, transmit, or distribute to or through the Site any computer viruses, worms, or any software intended to damage or alter a computer system or data; (ii) send through the Site unsolicited or unauthorized advertising, promotional materials, junk mail, spam, chain letters, pyramid schemes, or any other form of duplicative or unsolicited messages, whether commercial or otherwise; (iii) use the Site to harvest, collect, gather or assemble information or data regarding other users, including e-mail addresses, without their consent; (iv) interfere with, disrupt, or create an undue burden on servers or networks connected to the Site, or violate the regulations, policies or procedures of such networks; (v) attempt to gain unauthorized access to the Site (or to other computer systems or networks connected to or used together with the Site), whether through password mining or any other means; (vi) harass or interfere with any other user’s use and enjoyment of the Site; or (vi) use software or automated agents or scripts to produce multiple accounts on the Site, or to generate automated searches, requests, or queries to (or to strip, scrape, or mine data from) the Site (provided, however, that we conditionally grant to the operators of public search engines revocable permission to use spiders to copy materials from the Site 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, subject to the parameters set forth in our robots.txt file).
Enforcement. We reserve the right (but have no obligation) to review any User Content, and to investigate and/or take appropriate action against you in our sole discretion if you violate the Acceptable Use Policy or any other provision of these Terms or otherwise create liability for us or any other person. Such action may include removing or modifying your User Content, terminating your Account in accordance with these Terms, and/or reporting you to law enforcement authorities. Notwithstanding the above BEYREP, at its sole discretion, may terminate any account, at any time with or without notice.
Feedback. If you provide BEYREP with any feedback or suggestions regarding the Site ("Feedback"), you hereby assign to BEYREP all rights in such Feedback and agree that BEYREP shall have the right to use and fully exploit such Feedback and related information in any manner it deems appropriate. BEYREP will treat any Feedback you provide as non-confidential and nonproprietary. You agree that you will not submit to BEYREP as Feedback any information or ideas that you consider to be confidential or proprietary.
You agree to indemnify and hold BEYREP (and its officers, employees, and agents) harmless, including costs and attorney's’ fees, from any claim or demand made by any third party due to or arising out of (a) your use of the Site, (b) your violation of these Terms, (c) your violation of applicable laws or regulations or (d) your User Content. BEYREP reserves the right, at your expense, to assume the exclusive defense and control of any matter for which you are required to indemnify us, and you agree to cooperate with our defense of these claims.
6. THIRD-PARTY LINKS & ADS; OTHER USERS
Third-Party Links & Ads. The Site may contain links to third-party websites and services, and/or display advertisements for third parties (collectively, "Third-Party Links & Ads"). Such Third-Party Links & Ads are not under the control of BEYREP, and BEYREP is not responsible for any Third-Party Links & Ads. BEYREP provides access to these Third-Party Links & Ads only as a convenience to you, and does not review, approve, monitor, endorse, warrant, or make any representations with respect to Third-Party Links & Ads. You use all Third-Party Links & Ads at your own risk, and should apply a suitable level of caution and discretion in doing so. When you click on any of the Third-Party Links & Ads, the applicable third party’s terms and policies apply, including the third party’s privacy and data gathering practices. You should make whatever investigation you feel necessary or appropriate before proceeding with any transaction in connection with such Third-Party Links & Ads.
Other Registered Users. Each Registered User is solely responsible for any and all of its own User Content. Because we do not control User Content, you acknowledge and agree that we are not responsible for any User Content, whether provided by you or by others. We make no guarantees regarding the accuracy, currency, suitability, or quality of any User Content. Your interactions with other Site users are solely between you and such users. You agree that BEYREP will not be responsible for any loss or damage incurred as the result of any such interactions. If there is a dispute between you and any Registered User you are required to proceed with the Dispute Resolution Process. BEYREP is not a party to the Dispute Resolution Process however BEYREP will help facilitate an initial resolution and will coordinate as described in Section 8 Dispute Resolution Process.
Release. You hereby release and forever discharge the BEYREP (and our officers, employees, agents, successors, and assigns) from, and hereby waive and relinquish, each and every past, present and future dispute, claim, controversy, demand, right, obligation, liability, action and cause of action of every kind and nature (including personal injuries, death, and property damage), that has arisen or arises directly or indirectly out of, or that relates directly or indirectly to, the Site (including any interactions with, or act or omission of, other Site users or any Third-Party Links & Ads). IF YOU ARE A CALIFORNIA RESIDENT, YOU HEREBY WAIVE CALIFORNIA CIVIL CODE SECTION 1542 IN CONNECTION WITH THE FOREGOING, WHICH STATES: "A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM OR HER MUST HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR."
7. FEES, BILLING & PAYMENT PROCESS SERVICES
Processing Fee. When a Client pays a Pro or funds related to a project are otherwise released to a Pro as required by the Contract and applicable payment instructions, the Payment Service credits the Pro's Payment Account and then deducts a Processing Fee that BEYREP earns and Pro agrees to pay BEYREP for creating, hosting, maintaining, and providing the Site Services. Per every transaction, BEYREP charges Pro 2% of the total amount charged to Client by Pro for the services agreed upon in the Contract hereinafter referred to as the ‘Processing Fee‘.
Client and Pro are obligated to use the Site to pay and receive payment for the Services identified through the Site, as detailed in section titled "Non-Circumvention" below.
Non-Circumvention. You acknowledge and agree that a substantial portion of the compensation BEYREP receives for making the Site available to you is the Processing Fee. You further acknowledge and agree that BEYREP only collects this Processing Fee when a Client and a Pro pay and receive payment through the Site. Therefore, in consideration for our making the Site available to you, for 24 months from the time you identify or are identified by any party through the Site (the "Non-Circumvention Period"), you must use the Site as your exclusive method to request, make, and receive all payments for any services directly or indirectly provided to or received from that party or arising out of your relationship with that party (the "BEYREP Relationship").
In addition, you agree not to circumvent the payment methods offered by the Site. By way of illustration and not in limitation of the foregoing, you must not:
- Submit proposals or solicit parties identified through the Site to contact, engage, or pay outside the Site.
- Accept proposals or solicit parties identified through the Site to contact, deliver services, invoice, or receive payment outside the Site.
Invoice or report outside of the Site or payment amount lower than that actually agreed between Client (or prospective Client) and Pro. You agree to notify BEYREP immediately if another person improperly contacts you or suggests making or receiving payments outside of the Site. If you are aware of a breach or potential breach of this non-circumvention policy, please submit a report to BEYREP by sending an email message to email@example.com, which report will be kept confidential to the extent practicable.
Billing. BEYREP enables Pros to issue payment requests and enables Clients via a third party payment service, ("Payment Service") to make payments for services.
General. When a Pro completes a Project for a Client the Pro will complete the electronic invoice form (the "Payment Request") and submit it to BEYREP via the Website. A Pro must complete and submit a Payment Request to BEYREP for each and every project. The Pro will provide BEYREP with a list of items, including, but not limited to, hours worked, payment required and description of project(s), to be included on the Payment Request ("Payment Request Details"). Such Payment Request Details will not be final until and unless such Pro has confirmed the accuracy of the Payment Request Details or waived the right to review the Payment Request Details. If a Pro waives his, her or its right to review the Payment Request Details, all items in the Payment Request Detail will be included as received by BEYREP. www.beyrep.com ENCOURAGES ALL PROS TO REVIEW THE PAYMENT REQUEST DETAILS. BEYREP will submit the Payment Request Details to the Client and the Client shall submit the payment specified in the Payment Request ("Payment") to BEYREP. When a Client makes a Payment through the BEYREP provided Payment Service, BEYREP deducts the appropriate Processing Fee due BEYREP as described on the Website and in this Section and then delivers the remainder less the Payment Processing Fee of the Payment to the Pro.
Payment Request Disputes. If a Client reasonably disputes any Payment Request, the Client will pay all undisputed amounts within the timeframes specified above and the parties will cooperate to verify any disputed amounts. Any Payment Request amounts reasonably disputed by a Client will not be payable to a Pro until such dispute is resolved. BEYREP’s obligation facilitate any Payment (less applicable Processing Fee and Payment Fee) is expressly conditioned upon: (a) BEYREP’s receipt of Payment from the applicable Client and (b) resolution of all outstanding disputes with respect to such Payment Request and/or Payment.
Payment Service. BEYREP uses a third party payment service to facilitate payments made by Registered Users. The Payment Service enables Clients to transfer payment to Pro through BEYREP. BEYREP makes available the Payment Service for ease of payments however BEYREP is not responsible for the third party service. The Payment Service charges a fee separate from BEYREP’s and that fee is charged at the first phase payment. The payment payment process works as follows: Client pays the Pro on a per-project basis. In the Contract ("Phase(s)") will have been agreed to along with corresponding payment obligations. The Pro will invoice the Client at the completion of a Phase. Client will have previously funded the Stripe.com account and upon receiving the Payment Request, review the invoice, and approve a release of the pre-determined payment along the payment process fee and BEYREP fee. The funds will then be released to the Pro. Client will place the next predetermined funds for the upcoming Phase into the account to be held until that Phase is complete. For example, a project totaling $50,000 could be broken down into 5 stages each totaling $10,000. Client would place $10,000, which includes the payment process fee, into the Stripe.com account. Once the first phase has been completed and the Client has been invoiced and verified the work has been done they would release the payment to the Pro. At that point another $10,000 to fund stage 2 of the project would be deposited and held until the work is completed and conditions met and so on until all funds have been deposited, the work has been completed and funds disbursed as agreed to in the Contract. The Payment Service is made available on the BEYREP site via an integrated application however the application is entirely owned and operated by the third party, not BEYREP. To learn more about Stripe, the third party Payment Service process please visit stripe.com.
General. Payment for Pro’s for services will not be released by Payment Service until after the occurrence of a Client’s acceptance of services and the Client has authorized the release. Client acknowledge that such funds will not be returnable upon such funds being transferred. However, in the event that a party requests Dispute Resolution Process BEYREP will notify both parties that the matter will be addressed through the Dispute Resolution Process.
Payment Disputes. If a Client or Pro reasonably disputes the quality or completion of services provided by such Pro, then both Client and Pro agree that BEYREP shall have no payment obligations to any party related to relevant fees and such dispute shall be resolved in accordance with the Dispute Resolution Process as explained in Section 8 of these Terms and in Section 10 of Stripe.com’s Core Service Agreement, Section E, https://stripe.com/us/legal#section_e
Legal Relationship. BEYREP is not Client’s or Pro’s agent with respect to any funds that have been transferred to BEYREP for any assumed payment liabilities. Each Pro must properly discharge and credit Client for all payments made to such Pro in respect of services provided to such Clients.
By using the BEYREP Services, you expressly acknowledge that (a) BEYREP is not acting as a trustee or a fiduciary of Client’s or Pro’s and that the BEYREP Services are provided to Registered Users administratively; (b) BEYREP is not a "financial institution" as defined under the Bank Secrecy Act (BSA) and BEYREP offers payment services via a third party payment service Stripe.com and is not a banking services.
Miscellaneous Payment Terms.
Authorized Payments are Final. Registered User’s use of the BEYREP Services constitutes your agreement to pay for any amounts, which you authorize us to retain from transactions and, as appropriate, charge to your credit card, bank account, or PayPal account. Such payments, once authorized, are final. When a Client’s acceptance of services has occurred, (i) BEYREP shall have no further liability to any party with respect to payment for such services, (ii) Client acknowledges that BEYREP has provided a complete service in respect of the payment made by Client for the assumed payment liability or Invoice, as applicable and (iii) Client hereby releases BEYREP from any and all liability with respect to such payment.
Fraudulent Transactions; Erroneous or Duplicate Transactions; Chargebacks. BEYREP reserves the right to seek reimbursement from you, and you will reimburse BEYREP, if BEYREP discovers a fraudulent transaction, erroneous or duplicate transaction, or if BEYREP receives a chargeback or reversal from any Customer’s credit card, company bank, or PayPal for any reason. You agree to and acknowledge BEYREP’s right to investigate any and all transactions for fraud. Further, you agree to cooperate with any reasonable requests made by BEYREP in an effort to investigate fraud. You agree that BEYREP has the right to obtain such reimbursement by charging your Account, deducting amounts from future transfers, charging your credit card or any bank account associated with your Account, or obtaining reimbursement from you by any other lawful means, including using a third party collection agency. Failure to pay for reimbursements of a chargeback or a reversal of payment is cause for termination of your Account.
Currency. The BEYREP Services operate in US Dollars and therefore BEYREP is not responsible for currency fluctuations that occur when billing or crediting a credit or debit card denominated in a currency other than US Dollars, nor is BEYREP responsible for currency fluctuations that occur when receiving or sending payment via wire transfer, check or automated clearinghouse to and from your bank account, credit card account or PayPal account.
Agreement to Pay. If, for any reason, BEYREP does not receive payment for any amounts that you have authorized to be paid through your use of the BEYREP Services, you agree to pay such amount immediately upon demand by BEYREP. You also agree to pay any interest charges, attorneys’ fees and other costs of collection incurred by BEYREP in collecting from you the authorized but unpaid amount. In such case, BEYREP may, at its option, stop processing any further payments made by you and apply any amounts then held by BEYREP on your behalf toward any deficiencies, losses or costs that we have incurred as a result of your use of the BEYREP Services. We may also make appropriate reports to credit reporting agencies, financial institutions, tax agencies and law enforcement authorities, and cooperate with them in any resulting investigation or prosecution.
8. DISPUTE RESOLUTION PROCESS BETWEEN REGISTERED USERS.
Eligibility. BEYREP provides the Dispute Resolution Service to those Registered Users who are engaged in a dispute over a Project that is (i) pursuant to a project posting by a Client through the Website, (ii) pursuant to an estimate for by a Pro through the Site for such project request and (iii) pursuant to an acceptance through the Site by the Client for such bid. BEYREP uses a third party Payment Service, Stripe.com and their Dispute Resolution Process (https://stripe.com/us/legal), Client and Pro agree and acknowledge that, with respect to assumed payment liabilities, any and all disputes relating to the underlying fees shall be governed by the terms of this Section and Stripe.com’s Dispute Resolution Process, the details are set forth in Stripe.com’s General Instructions (see Section E https://stripe.com/us/legal#section_e).
Negotiation. In any dispute between Registered Users relating to a Project that is eligible for Dispute Resolution Process, you agree to negotiate such dispute in good faith. If the result of such negotiation is acceptable to both parties in a dispute, you agree to indicate your approval of such negotiation through the Website and BEYREP via the Payment Service will disburse funds in accordance with the results of such negotiation. If you are dissatisfied with the progress, you agree to submit your dispute to binding arbitration. BEYREP uses a third party Payment Service, Stripe.com and their Dispute Resolution Process may be found at https://stripe.com/us/legal
Communication. You agree and acknowledge that (1) BEYREP will use the e-mail address corresponding with your Account registered at the time a dispute arises to notify and communicate with you with regard to any dispute and (2) you are solely responsible for the receipt of any notification or communication sent by www.beyrep.com using the e-mail address corresponding with your Account registered at the time a dispute arises.
Acknowledgements. You agree and acknowledge that (1) BEYREP is not providing legal services to you, (2) BEYREP will not advise you regarding any legal matters and (3) if you desire to have legal counsel, you will seek independent legal counsel licensed to practice law in your jurisdiction and not rely on BEYREP for any such counsel. You agree to indemnify and hold harmless BEYREP and any of our affiliates against any damages or liability you may suffer as a result of using the Dispute Resolution Process. If you do not agree to use this Dispute Resolution Process under these terms, you may not use BEYREP.
THE SITE IS PROVIDED ON AN "AS-IS" AND "AS AVAILABLE" BASIS, AND COMPANY (AND OUR SUPPLIERS) EXPRESSLY DISCLAIM ANY AND ALL WARRANTIES AND CONDITIONS OF ANY KIND, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING ALL WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, QUIET ENJOYMENT, ACCURACY, OR NON-INFRINGEMENT. WE (AND OUR SUPPLIERS) MAKE NO WARRANTY THAT THE SITE WILL MEET YOUR REQUIREMENTS, WILL BE AVAILABLE ON AN UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE BASIS, OR WILL BE ACCURATE, RELIABLE, FREE OF VIRUSES OR OTHER HARMFUL CODE, COMPLETE, LEGAL, OR SAFE. IF APPLICABLE LAW REQUIRES ANY WARRANTIES WITH RESPECT TO THE SITE, ALL SUCH WARRANTIES ARE LIMITED IN DURATION TO NINETY (90) DAYS FROM THE DATE OF FIRST USE. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES, SO THE ABOVE EXCLUSION MAY NOT APPLY TO YOU. SOME JURISDICTIONS DO NOT ALLOW LIMITATIONS ON HOW LONG AN IMPLIED WARRANTY LASTS, SO THE ABOVE LIMITATION MAY NOT APPLY TO YOU.
10. LIMITATION OF LIABILITY.
TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT SHALL COMPANY (OR OUR SUPPLIERS) BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY LOST PROFITS, LOST DATA, COSTS OF PROCUREMENT OF SUBSTITUTE PRODUCTS, OR ANY INDIRECT, CONSEQUENTIAL, EXEMPLARY, INCIDENTAL, SPECIAL OR PUNITIVE DAMAGES ARISING FROM OR RELATING TO THESE TERMS OR YOUR USE OF, OR INABILITY TO USE, THE SITE, EVEN IF COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. ACCESS TO, AND USE OF, THE SITE IS AT YOUR OWN DISCRETION AND RISK, AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR DEVICE OR COMPUTER SYSTEM, OR LOSS OF DATA RESULTING THEREFROM.
TO THE MAXIMUM EXTENT PERMITTED BY LAW, NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, OUR LIABILITY TO YOU FOR ANY DAMAGES ARISING FROM OR RELATED TO THIS AGREEMENT (FOR ANY CAUSE WHATSOEVER AND REGARDLESS OF THE FORM OF THE ACTION), WILL AT ALL TIMES BE LIMITED TO A MAXIMUM OF FIFTY US DOLLARS (U.S. $50). THE EXISTENCE OF MORE THAN ONE CLAIM WILL NOT ENLARGE THIS LIMIT. YOU AGREE THAT OUR SUPPLIERS WILL HAVE NO LIABILITY OF ANY KIND ARISING FROM OR RELATING TO THIS AGREEMENT.
SOME JURISDICTIONS DO NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY TO YOU.
11. PRIVACY AND CONFIDENTIALITY
12. COPYRIGHT POLICY
BEYREP respects the intellectual property of others and asks that users of our Site do the same. In connection with our Site, we have adopted and implemented a policy respecting copyright law that provides for the removal of any infringing materials and for the termination, in appropriate circumstances, of users of our online Site who are repeat infringers of intellectual property rights, including copyrights. If you believe that one of our users is, through the use of our Site, unlawfully infringing the copyright(s) in a work, and wish to have the allegedly infringing material removed, the following information in the form of a written notification (pursuant to 17 U.S.C. § 512(c)) must be provided to our designated Copyright Agent:
- your physical or electronic signature;
- identification of the copyrighted work(s) that you claim to have been infringed;
- identification of the material on our services that you claim is infringing and that you request us to remove;
- sufficient information to permit us to locate such material;
- your address, telephone number, and email address;
- a statement that you have a good faith belief that use of the objectionable material is not authorized by the copyright owner, its agent, or under the law; and a statement that the information in the notification is accurate, and under penalty of perjury, that you are either the owner of the copyright that has allegedly been infringed or that you are authorized to act on behalf of the copyright owner.
Please note that, pursuant to 17 U.S.C. § 512(f), any misrepresentation of material fact (falsities) in a written notification automatically subjects the complaining party to liability for any damages, costs and attorney’s fees incurred by us in connection with the written notification and allegation of copyright infringement.
The designated Copyright Agent for BEYREP is: Brooke Bratton
Address of Agent: 2029 Verdugo Blvd, #168, Montrose, CA 91020
13. DISPUTE RESOLUTION FOR CONFLICTS WITH BEYREP
Please read this Arbitration Agreement carefully. It is part of your contract with BEYREP and affects your rights. It contains procedures for MANDATORY BINDING ARBITRATION AND A CLASS ACTION WAIVER.
Applicability of Arbitration Agreement. All claims and disputes (excluding claims for injunctive or other equitable relief as set forth below) in connection with the Terms or the use of any product or service provided by BEYREP that cannot be resolved informally or in small claims court shall be resolved by binding arbitration on an individual basis under the terms of this Arbitration Agreement. Unless otherwise agreed to, all arbitration proceedings shall be held in English. This Arbitration Agreement applies to you and BEYREP, and to any subsidiaries, affiliates, agents, employees, predecessors in interest, successors, and assigns, as well as all authorized or unauthorized users or beneficiaries of services or goods provided under the Terms.
Notice Requirement and Informal Dispute Resolution. Before either party may seek arbitration, the party must first send to the other party a written Notice of Dispute ("Notice") describing the nature and basis of the claim or dispute, and the requested relief. A Notice to BEYREP should be sent to: 2029 Verdugo Blvd, #168, Montrose, CA 91020. After the Notice is received, you and the BEYREP may attempt to resolve the claim or dispute informally. If you and the BEYREP do not resolve the claim or dispute within thirty (30) days after the Notice is received, either party may begin an arbitration proceeding. The amount of any settlement offer made by any party may not be disclosed to the arbitrator until after the arbitrator has determined the amount of the award, if any, to which either party is entitled.
Arbitration Rules. Arbitration shall be initiated under the rules in effect on the date of this agreement through the American Arbitration Association ("AAA"), an established alternative dispute resolution provider ("ADR Provider") that offers arbitration as set forth in this section. If AAA is not available to arbitrate, the parties shall agree to select an alternative ADR Provider. The rules of the ADR Provider shall govern all aspects of the arbitration, including but not limited to the method of initiating and/or demanding arbitration, except to the extent such rules are in conflict with the Terms. The AAA Consumer Arbitration Rules ("Arbitration Rules") governing the arbitration are available online at www.adr.org or by calling the AAA at 1-800-778-7879. The arbitration shall be conducted by a single, neutral arbitrator. Any claims or disputes where the total amount of the award sought is less than Ten Thousand U.S. Dollars (US $10,000.00) may be resolved through binding non-appearance-based arbitration, at the option of the party seeking relief. For claims or disputes where the total amount of the award sought is Ten Thousand U.S. Dollars (US $10,000.00) or more, the right to a hearing will be determined by the Arbitration Rules. Any hearing will be held in a location within 100 miles of Client’s residence, unless you reside outside of the United States, and unless the parties agree otherwise. If you reside outside of the U.S., the arbitrator shall give the parties reasonable notice of the date, time and place of any oral hearings. Any judgment on the award rendered by the arbitrator may be entered in any court of competent jurisdiction. Each party shall bear its own costs (including attorney’s fees) and disbursements arising out of the arbitration and shall pay an equal share of the fees and costs of the ADR Provider.
Additional Rules for Non-Appearance Based Arbitration. If non-appearance based arbitration is elected, the arbitration shall be conducted by telephone, online and/or based solely on written submissions; the specific manner shall be chosen by the party initiating the arbitration. The arbitration shall not involve any personal appearance by the parties or witnesses unless otherwise agreed by the parties.
Time Limits. If you or BEYREP pursue arbitration, the arbitration action must be initiated and/or demanded within the statute of limitations (i.e., the legal deadline for filing a claim) and within any deadline imposed under the AAA Rules for the pertinent claim.
Authority of Arbitrator. If arbitration is initiated, the arbitrator will decide the rights and liabilities, if any, of you and BEYREP, and the dispute will not be consolidated with any other matters or joined with any other cases or parties. The arbitrator shall have the authority to grant motions dispositive of all or part of any claim. The arbitrator shall have the authority to award monetary damages, and to grant any non-monetary remedy or relief available to an individual under applicable law, the AAA Rules, and the Terms. The arbitrator shall issue a written award and statement of decision describing the essential findings and conclusions on which the award is based, including the calculation of any damages awarded. The arbitrator has the same authority to award relief on an individual basis that a judge in a court of law would have. The award of the arbitrator is final and binding upon you and BEYREP.
Waiver of Jury Trial. THE PARTIES HEREBY WAIVE THEIR CONSTITUTIONAL AND STATUTORY RIGHTS TO GO TO COURT AND HAVE A TRIAL IN FRONT OF A JUDGE OR A JURY, instead electing that all claims and disputes shall be resolved by arbitration under this Arbitration Agreement. Arbitration procedures are typically more limited, more efficient and less costly than rules applicable in a court and are subject to very limited review by a court. In the event any litigation should arise between you and the BEYREP in any state or federal court in a suit to vacate or enforce an arbitration award or otherwise, YOU AND BEYREP WAIVE ALL RIGHTS TO A JURY TRIAL, instead electing that the dispute be resolved by a judge.
Waiver of Class or Consolidated Actions. ALL CLAIMS AND DISPUTES WITHIN THE SCOPE OF THIS ARBITRATION AGREEMENT MUST BE ARBITRATED OR LITIGATED ON AN INDIVIDUAL BASIS AND NOT ON A CLASS BASIS, AND CLAIMS OF MORE THAN ONE REGISTERED USER, CLIENT, PRO CANNOT BE ARBITRATED OR LITIGATED JOINTLY OR CONSOLIDATED WITH THOSE OF ANY OTHER REGISTERED USER, CLIENT AND/OR PRO.
Confidentiality. All aspects of the arbitration proceeding, including but not limited to the award of the arbitrator and compliance therewith, shall be strictly confidential. The Client and Pro agree to maintain confidentiality unless otherwise required by law. This paragraph shall not prevent a party from submitting to a court of law any information necessary to enforce this Agreement, to enforce an arbitration award, or to seek injunctive or equitable relief.
Severability. If any part or parts of this Arbitration Agreement are found under the law to be invalid or unenforceable by a court of competent jurisdiction, then such specific part or parts shall be of no force and effect and shall be severed and the remainder of the Agreement shall continue in full force and effect.
Right to Waive. Any or all of the rights and limitations set forth in this Arbitration Agreement may be waived by the party against whom the claim is asserted. Such waiver shall not waive or affect any other portion of this Arbitration Agreement.
Survival of Agreement. This Arbitration Agreement will survive the termination of your relationship with Company.
Small Claims Court. Notwithstanding the foregoing, either you or the Company may bring an individual action in small claims court.
Emergency Equitable Relief. Notwithstanding the foregoing, either party may seek emergency equitable relief before a state or federal court in order to maintain the status quo pending arbitration. A request for interim measures shall not be deemed a waiver of any other rights or obligations under this Arbitration Agreement.
Claims Not Subject to Arbitration. Notwithstanding the foregoing, claims of defamation, violation of the Computer Fraud and Abuse Act, and infringement or misappropriation of the other party’s patent, copyright, trademark or trade secrets shall not be subject to this Arbitration Agreement.
Choice of Law & Courts. These Terms and your use of the Service will be governed by the substantive laws of the State of California without reference to its choice or conflicts of law principles. In any circumstances where the foregoing Arbitration Agreement permits the parties to litigate in court, the parties hereby agree to submit to the personal jurisdiction of the courts located within L.A. County, California, for such purpose and shall be governed by the laws of the state of California without regard to principles of conflicts of law.
Export. The Site may be subject to U.S. export control laws and may be subject to export or import regulations in other countries. You agree not to export, reexport, or transfer, directly or indirectly, any U.S. technical data acquired from BEYREP, or any products utilizing such data, in violation of the United States export laws or regulations.
Disclosures. BEYREP is located at 2029 Verdugo Blvd, #168, Montrose, CA 91020. If you are a California resident, you may report complaints to the Complaint Assistance Unit of the Division of Consumer Product of the California Department of Consumer Affairs by contacting them in writing at 400 R Street, Sacramento, CA 95814, or by telephone at (800) 952-5210.
Electronic Communications. The communications between you and BEYREP use electronic means, whether you use the Site or send us e-mails, or whether BEYREP posts notices on the Site or communicates with you via e-mail. For contractual purposes, you (a) consent to receive communications from BEYREP in an electronic form; and (b) agree that all terms and conditions, agreements, notices, disclosures, and other communications that provides to you electronically satisfy any legal requirement that such communications would satisfy if it were be in a hardcopy.
Entire Terms. These Terms constitute the entire agreement between you and us regarding the use of the Site. Our failure to exercise or enforce any right or provision of these Terms shall not operate as a waiver of such right or provision. The section titles in these Terms are for convenience only and have no legal or contractual effect. The word "including" means "including without limitation". If any provision of these Terms is, for any reason, held to be invalid or unenforceable, the other provisions of these Terms will be unimpaired and the invalid or unenforceable provision will be deemed modified so that it is valid and enforceable to the maximum extent permitted by law. These Terms, and your rights and obligations herein, may not be assigned, subcontracted, delegated, or otherwise transferred by you without BEYREP’s prior written consent, and any attempted assignment, subcontract, delegation, or transfer in violation of the foregoing will be null and void. BEYREP may freely assign these Terms. The terms and conditions set forth in these Terms shall be binding upon assignees.