User Terms.

RECITALS.

 

By visiting, browsing, using, accessing, onboarding, and/or participating in the Beplace Solution; and/or by engaging in absolutely any activity whatsoever, including any of the preceding activities, with any Beplace Resource or through any Beplace Site, Beplace App, Beplace Premise, Beplace Software, Beplace Hardware, and/or any other real or digital property, software, or hardware:

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• you have read, understand, and agree to be bound by the Beplace User Terms and all Beplace Agreements incorporated herein by reference;

• you understand and agree that you will always be subject to the Beplace User Terms (as they are changed from time to time);

• you acknowledge and understand that the Beplace User Terms constitute a legal contract between you and Beplace;

• you acknowledge and understand that the Beplace User Terms govern respective rights and obligations;

• you acknowledge and understand that Capitalized Terms will have the meanings set forth in the Beplace Dictionary (as it is changed from time to time);

• you acknowledge and understand that the rules of interpretation will be as set forth in the Beplace Interpretation Rules (as they are changed from time to time);

• you acknowledge, understand, and agree that any disputes must be resolved as set forth in the Beplace Dispute Resolution Policy (as it is changed from time to time);

• you acknowledge and understand that the Beplace Dictionary, the Beplace Interpretation Rules, and the Beplace Dispute Resolution Policy form integral parts of the Beplace User Terms and any and all Beplace Agreements;

• you acknowledge and understand that if you violate or do not agree to any of the foregoing terms and/or any Beplace User Terms and/or any Beplace Agreements incorporated herein by reference, then your access to, use of, and/or participation in the Beplace Solution, and any and all Beplace Resources, Beplace Sites, Beplace Apps, Beplace Premises, Beplace Software, and Beplace Hardware are unauthorized and strictly prohibited, and that Beplace may revoke your access to, use of, and/or participation in any of the foregoing in its absolute, exclusive, and sole discretion;

• you absolutely, unconditionally, and irrevocably waive any objection to any of the foregoing from the beginning of time until the end of time; and

• you affirm that you are of legal age to enter into any and all of the foregoing terms.

 

NOW, THEREFORE, you understand and agree to these Beplace User Terms:

 

1. DEFINITIONS AND INTERPRETATION.

 

1.1 Definitions.

Capitalized terms not otherwise defined will have the meanings set forth in the Beplace Dictionary.

 

1.2 Interpretation.

The rules of interpretation not otherwise stated will be as set forth in the Beplace Interpretation Rules.

 

2. POLICIES.

For the avoidance of doubt, the following Beplace Policies (as each may be changed from time to time) are expressly incorporated into these Beplace User Terms by reference:

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• Beplace Acceptable Use Policy.

• Beplace Cookie Policy.

• Beplace Copyright Policy.

• Beplace Dispute Resolution Policy.

• Beplace Equal Rights Policy.

• Beplace Privacy Policy.

• Beplace Refund Policy.

• Beplace User Eligibility Policy.

 

3. DISPUTE RESOLUTION.

You acknowledge, understand, and agree:

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• that any disputes between you and Beplace must be resolved as set forth in the Beplace Dispute Resolution Policy (as it is changed from time to time); and

• that you waive the right to participate in any class action, trial, or trial by jury.

 

4. USERS.

 

4.1 User Eligibility.

You represent, warrant, and/or covenant to Beplace:

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• that you satisfy all eligibility requirements as set forth in our Beplace User Eligibility Policy (as it is changed from time to time); and

• that you have entered, and will at all times maintain, this and all other Beplace Agreements under your true legal name and that you are not, directly or indirectly, impersonating any real or fictitious person or otherwise acting in any way whatsoever as to withhold your actual identity.

 

4.2 Compliance.

Your status as a Beplace User, and any rights and privileges whatsoever related to such status, is subject to your strict compliance with the provisions of the Acceptable Use Policy (as it is changed from time to time), which is hereby incorporated herein by reference.

 

5. SOLUTIONS.

The Beplace Solution is designed to help you finance any business anywhere in the United States using any commercial real estate space. You may participate in the Beplace Solution only and strictly if and when you are a Beplace User. Participation in the Beplace Solution will be subject to these Beplace User Terms and any other Beplace Agreement applicable to the Beplace Solution.

 

6. RESOURCES.

Beplace Users who participate in the Beplace Solution have access to Beplace Resources. Beplace may include Beplace Resources in the Beplace Solution but Beplace Resources may not be provided to you as a standalone product, a standalone service, or any independent offering - for the avoidance of doubt, Beplace does not provide Beplace Resources but rather includes Beplace Resources in the Beplace Solution.

 

6.1 Beta Resources.

Beplace may include Beplace Beta Resources in the Beplace Solution. Beplace Beta Resources may be limited in feature or functionality or may contain bugs but may be available for early adopters and testers. Beplace may but is not required to describe any such limitations. Your use and continued use of Beplace Beta Resources will be contingent upon your confidential feedback in response to requests for such feedback by Beplace. Beplace may limit, suspend, or terminate access to specific Beplace Beta Resources at any time and for any reason.

 

6.2 Third Parties.

We may offer products and services from third-parties but we do not endorse any such third-parties. We may discontinue products and services from third-parties at any time and without any notice. Your obligations under any Beplace Agreement (including for Fees and Charges) will not be conditioned on the availability of (or the continued availability of) any products or services from third-parties.

 

7. SITES, APPS, PREMISES, SOFTWARE, AND HARDWARE.

 

7.1 Sites.

You may visit, browse, use, and access the Beplace Sites, but not those areas, features, or functionalities of the Beplace Sites that are limited or restricted to Beplace Users who onboard or participate in the Beplace Solution.

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7.2 Apps, Premises, Software, and Hardware.

Beplace may have additional terms and conditions if and when Beplace makes available Beplace Apps, Beplace Premises, Beplace Software, or Beplace Hardware to Beplace Users.

 

8. SUPPORT.

Although Beplace is not responsible for providing support to Beplace Users, Beplace does provide Beplace Users with multiple channels of support for help relating to the Beplace Solution. Support channels include questions and answers, articles, guides, maps, useful links, and a list of contact information. You acknowledge and understand that any support channels are made available solely for educational and informational purposes. Support links are always available in the Beplace Footer, which remains on-screen on the web version of the Beplace Site, and is available in the quicklinks, if any, and the hamburger menu on the mobile version of the Beplace Site.

 

9. FEES AND CHARGES.

Fees and Charges for the Beplace Solution are stated on the pricing page, unless you and Beplace otherwise agree in writing. Beplace Users participate in the Standard plan in the Beplace Solution, and may participate in the Custom plan subject to approval by and from Beplace. Your participation in a plan in the Beplace Solution for any transaction does not affect your participation in a plan in the Beplace Solution for any other transaction.

 

9.1 Billing.

Beplace may offer one or more billing schedules in the Beplace Solution. You must pay all Fees and Charges in advance at the start of the billing period, unless otherwise stated in a Beplace Contract applicable to your participation in the Beplace Solution.

 

9.2 Billing Account.

Fees and Charges that are due or have been paid will be reflected in your Beplace Billing Account, and in billing and payment documents that are available in your Beplace Billing Account.

 

9.3 Billing Notices.

You must pay Fees and Charges you owe under this or any other Beplace Agreement when due. Beplace may send you a reminder email to your Registered Email Address before your billing date. Beplace is not obligated to provide you this notice unless required by law in the state where you reside. You acknowledge and understand that Beplace is not liable for:

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• your failure to read or understand your billing notice; or

• your inability to receive a billing notice; or

• the failure to send you a billing notice.

 

9.4 Cancellations.

You may cancel your purchase or subscription for any reason and at any time using your online Beplace Billing Account. Cancellations will typically be effective at the end of your current billing period. If you decide to cancel,

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• you may receive a refund pursuant to the Beplace Refund Policy; or

• you may keep some of your Beplace Features, Beplace Services, or Beplace Add-Ons pursuant to the Beplace Guarantees.

 

9.5 Changes.

Fees and Charges are subject to change at any time. Beplace may, at any time in our absolute and sole discretion and in any way whatsoever,

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• change Fees and Charges;

• change the Beplace Resources offered (including their availability, coverage, content, and/or functionality);

• limit the Beplace Solution or Beplace Resources;

• restrict access to the Beplace Solution or Beplace Resources;

• cancel or discontinue a plan in the Beplace Solution.

 

You have the right to cancel your plan if we materially decrease the Beplace Resources in the Beplace Solution.

 

If Beplace discontinues your plan during your participation in the Beplace Solution, you are entitled to terminate your plan or choose a replacement plan at the then-current price.

 

Beplace will notify you at least thirty (30) days before any such changes apply to you. If you do not notify us that you want to cancel your plan prior to any Renewal Period, you will be deemed to have accepted the adjusted fees (and other changes) for any Renewal Period.

 

9.6 Collection.

You are liable for any and all Fees and Charges Beplace incurs or may incur during the collection of any amounts that you owe. Any such costs may include collection agency costs, insufficient payment or chargeback costs, legal or court costs, reasonable attorney costs, applicable interest costs, and any and all other related costs.

 

9.7 Payment.

You must pay all Fees and Charges pursuant to your plan during your participation in the Beplace Solution until your plan expires, is canceled, or terminated but not earlier than the Period until your payment obligations are fulfilled and satisfied.

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9.8 Payment Declined.

If a charge made to your account is declined we may continue to attempt to bill that payment method over your Period. You understand and agree that Beplace may obtain automatic updates for any active or expiring status for any payment method you have provided. Beplace may suspend any of your plans for nonpayment if your payment is declined or if you fail to pay for any and all of your plans. If there was a lapse in your plan, you must pay for each of your plans covering an uninterrupted Period without any lapses.

 

9.9 Payment Methods.

Beplace may offer several payment methods for your convenience. Your Fees and Charges are not affected by a payment method - Beplace does not assess any additional Fees or Charges for any particular payment method. Additional terms and conditions may apply for each payment transaction depending on the payment method that you use.

 

9.10 Plan Changes.

You may be able to change your plan or the quantity of your plan by contacting Beplace Support. Unless otherwise specified in the Beplace Refund Policy or the Beplace Guarantees, Fees and Charges may not be refunded, and may not be credit against any other purchase, subscription or transaction. Any reduction in Fees or Charges will become effective on the next Renewal Period but will not reflect any credit or refund for the then-current Period.

 

9.11 Renewal.

Your plan renews automatically on the same billing period as your then-active plan on the first day of the Renewal Period unless you notify us prior to the start of your Renewal Period:

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• that you want to change your plan;

• that your want to change your renewal billing period;

• that you want to cancel your plan.

 

You will be automatically charged and you must pay for any renewal Fees and Charges for any Renewal Period using your payment method.

 

9.12 Taxes.

Fees and Charges include all sales taxes and exclude all other taxes. You will be solely responsible for assessing, reporting, and remitting taxes that relate to your Business, Loan, Property, or Project. Since Beplace does not assess or collect any itemized or additional sales taxes from you, Fees and Charges will not be affected by any sales tax exemptions.

 

9.13 Unpaid Obligations.

Beplace may restrict your ability to participate in the Beplace Solution if you are delinquent on any payment. Beplace may take industry standard or commercially reasonable efforts to collect a delinquent payment. Beplace may accept late or partial payments, and payments that include a notation "paid in full" or other restrictive endorsements, without limiting any of its rights under any Beplace Agreement.

 

To the extent permitted by this or any other Beplace Agreement to which you are a party and unless otherwise stated, any interest, penalty or late fee or anything similar to them that may be assessed upon your outstanding and/or delinquent payment obligations must not at any time exceed, in the aggregate, a rate equal to the Default Interest Rate existing as of the effective time of their assessment and its calculation. You agree that any such rate represents a fair and reasonable estimate of the costs that Beplace may incur by reason of any breach in your payment obligations. You further agree that proof of actual damages would be costly and inconvenient. Acceptance of such rate will not constitute a waiver of any such breach, and may not prevent Beplace from exercising any of the other rights available to it. Such a rate may be paid without prejudice to any other rights of Beplace.

 

10. INFORMATION AND CONTENT.

Beplace may request that you submit your User Information and User Content in a specific form or format. You represent, warrant, and/or covenant to Beplace that you will provide accurate, complete, current, and true User Information and User Content (including when transacting for a purchase or a subscription, or during onboarding). You acknowledge and understand that you must promptly update and at all times keep your User Information and User Content current. You acknowledge and understand that Beplace reserves the right to require additional and/or official documentation to verify your User Information and User Content.

 

11. INTELLECTUAL PROPERTY.

Beplace has Intellectual Property.

 

11.1 Copyrights.

Beplace includes Beplace Copyrights in the Beplace Solution, Beplace Resources, Beplace Sites, Beplace Apps, Beplace Premises, Beplace Software, and Beplace Hardware. All Beplace Copyrights have been marked with the proper copyright notice. The existence of any copyright notice will not be construed as an admission or presumption of publication of the copyrighted material or public disclosure of any trade secrets associated with the copyrighted material.

 

11.2 Marks.

Beplace is entitled to brand the Beplace Solution, Beplace Resources, Beplace Sites, Beplace Apps, Beplace Premises, Beplace Software, and Beplace Hardware using Beplace Marks it deems appropriate, which may vary at any time and from time to time. Beplace may register and maintain the Beplace Marks in the countries, jurisdictions, and regions it determines reasonably necessary.

 

11.3 Trade Secrets.

Beplace may include Beplace Trade Secrets in the Beplace Solution, Beplace Resources, Beplace Sites, Beplace Apps, Beplace Premises, Beplace Software, and Beplace Hardware. Beplace has taken commercially reasonable and customary actions and steps to protect, and to prevent the unauthorized disclosure and use of, Beplace Trade Secrets. You acknowledge and understand the competitive value and confidential nature of Beplace Trade Secrets, and you recognize and agree that the disclosure and/or the improper use of Beplace Trade Secrets will cause irreparable and serious harm and injury to Beplace. You represent to Beplace that you will protect the Beplace Solution and any Beplace Resources, Beplace Sites, Beplace Apps, Beplace Premises, Beplace Software, and Beplace Hardware we provide you or that you obtain access to, and you will not, in any event whatsoever, take any action causing, or fail to take any necessary action within your reasonable control in order to prevent, any such Beplace Trade Secrets to lose their character or to cease to qualify as Beplace Trade Secrets.

 

12. OWNERSHIP AND RIGHTS.

 

12.1 Ownership.

You acknowledge and understand that Beplace and its licensors (including third party vendors) have and will continue to retain exclusive ownership of any and all proprietary interest, rights, and title whatsoever on a worldwide basis in and/or to the Beplace Solution, Beplace Copyrights, Beplace Marks, Beplace Trade Secrets, Beplace Resources, Beplace Sites, Beplace Apps, Beplace Premises, Beplace Software, and Beplace Hardware (including, for clarity, any improvements thereof). Interest, rights, and title whatsoever will not be granted to you whether expressly or by implication other than those rights and licenses expressly granted in this or any other Beplace Agreement to which you are a party.

 

You agree that you have not and will not in any way whatsoever challenge Beplace and its licensors in their ownership of (or the validity or enforceability of the rights in and/or to) the Beplace Solution, Beplace Copyrights, Beplace Marks, Beplace Trade Secrets, Beplace Resources, Beplace Sites, Beplace Apps, Beplace Premises, Beplace Software, and/or Beplace Hardware.

 

12.2 Rights.

You acknowledge and understand that the Beplace Solution, Beplace Copyrights, Beplace Marks, Beplace Trade Secrets, Beplace Resources, Beplace Sites, Beplace Apps, Beplace Premises, Beplace Software, and Beplace Hardware are proprietary to Beplace and its licensors (including third party vendors), and are protected by the Law, and U.S. and international copyright and other intellectual property laws, rights, and treaties. Beplace reserves to itself all rights not expressly granted in this and all other Beplace Agreements.

 

You agree to comply with all Beplace Agreements and all copyright, contract, patent, trademark, trade secret, and other laws necessary to protect all such rights held by Beplace and its licensors (including third party vendors). You agree that you will not in any way whatsoever alter, circumvent, conceal, destroy, misrepresent, or remove any copyright or license (including any notice of any Beplace Marks or license) that may be included in or with the Beplace Solution and any or all Beplace Resources, Beplace Sites, Beplace Apps, Beplace Premises, Beplace Software, and Beplace Hardware. You agree that you will not take any future action that would undermine, conflict with, or be contrary to the intellectual property rights and interest of Beplace, including any use of, or attempt to register, any Marks substantially similar to any Beplace Marks.

 

13. LICENSES.

You acknowledge and understand that we may license, but we will not sell, the Beplace Solution and any or all Beplace Copyrights, Beplace Marks, Beplace Resources, Beplace Sites, Beplace Apps, Beplace Premises, Beplace Software, or Beplace Hardware. We may (at any time and from time to time and in part or in whole), subject to your continued compliance with this and all other Beplace Agreements, grant you one or more licenses as follows:

 

13.1 Sites.

We grant you a non-assignable, non-commercial, non-exclusive, non-sub-licensable, limited, personal, revocable, non-transferable license and permission to access and use (but not to adapt, aggregate, copy, create derivative works from, display, distribute, edit, gift, lease, lend, modify, participate in the sale or transfer of, perform, publish, rent, reproduce, sell, translate, truncate, or otherwise exploit in any way whatsoever) Beplace Sites solely and strictly on your personal or business computers, electronics, mobile devices, tablets, wearable devices, and/or any other personal devices owned or controlled by you as long as your access and use is solely as necessary to use the Beplace Solution and in compliance with this and all other Beplace Agreements.

 

13.2 User Information and User Content.

You represent that you own and/or have the necessary permissions to use and authorize use of your User Information and User Content. You grant to Beplace an assignable, irrevocable, non-exclusive, perpetual, royalty-free, sub-licensable, transferable, and worldwide license and permission to adapt, aggregate, copy, create derivative works from, display, distribute, edit, modify, perform, reproduce, translate, truncate, or otherwise use and exploit in any way whatsoever the User Information and User Content that you submit to Beplace or that Beplace obtains on its own or through third parties (or any modification thereof), including

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• for the purposes of providing to you the Beplace Solution and any or all of the Beplace Resources, Beplace Sites, Beplace Apps, Beplace Premises, Beplace Software, Beplace Hardware; and/or

• in the Beplace Solution and any and/or all of the Beplace Resources, Beplace Sites, Beplace Apps, Beplace Premises, Beplace Software, Beplace Hardware, or any other real or digital property, software or hardware in connection with any of the preceding activities.

 

Nothing in this or any other Beplace Agreement will restrict Beplace from using your User Information and User Content (including any of your feedback, ideas, or suggestions) in any way whatsoever and for any purpose whatsoever relating to Beplace Resources (or relating to the Beplace Solution, Beplace Sites, Beplace Apps, Beplace Premises, Beplace Software, Beplace Hardware, or any other real or digital property, software or hardware in connection with any of the preceding activities), and all of which will be without any compensation to you.

 

13.3 Solutions.

You may be granted licenses or permissions as set forth in these Beplace User Terms and any other Beplace Agreement applicable to your participation in the Beplace Solution.

 

13.4 Resources.

We grant you a non-assignable, non-commercial, non-exclusive, non-sub-licensable, limited, personal, revocable, non-transferable license and permission to use (but not to adapt, aggregate, copy, create derivative works from, display, distribute, edit, gift, lease, lend, modify, participate in the sale or transfer of, perform, publish, rent, reproduce, sell, translate, truncate, or otherwise exploit in any way whatsoever) Beplace Resources only during your participation in the Beplace Solution as long as your use is solely as necessary to use the Beplace Solution and in compliance with this and all other Beplace Agreements.

 

Beplace Resources are not customized to any of your requirements or specifications unless expressly agreed to in writing and executed by Beplace in a Beplace Contract. Beplace Resources that are licensed to you may not be licensed to any other person in any manner whatsoever without the prior written consent of Beplace.

 

13.5 Copyrights.

We grant you a non-assignable, non-commercial, non-exclusive, non-sub-licensable, limited, personal, revocable, non-transferable license and permission to use (but not to adapt, aggregate, copy, create derivative works from, display, distribute, edit, gift, lease, lend, modify, participate in the sale or transfer of, perform, publish, rent, reproduce, sell, translate, truncate, or otherwise exploit in any way whatsoever) Beplace Copyrights:

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• solely for the purpose of identifying Beplace as the origin and source of the Beplace Solution and any or all of the Beplace Resources, Beplace Sites, Beplace Apps, Beplace Premises, Beplace Software, and/or Beplace Hardware; or

• when any such Beplace Copyrights may be included in any other license and permission, and subject to the conditions and/or restrictions set forth in each and every applicable license related to both the Beplace Copyrights and the other license.

 

13.6 Marks.

We grant you a non-assignable, non-commercial, non-exclusive, non-sub-licensable, limited, personal, revocable, non-transferable license and permission to use (but not to adapt, aggregate, copy, create derivative works from, display, distribute, edit, gift, lease, lend, modify, participate in the sale or transfer of, perform, publish, rent, reproduce, sell, translate, truncate, or otherwise exploit in any way whatsoever) Beplace Marks solely for the purpose of identifying Beplace as the origin and source of the Beplace Solution and any or all of the Beplace Resources, Beplace Sites, Beplace Apps, Beplace Premises, Beplace Software, and/or Beplace Hardware. You must comply with all usage guidelines as determined by Beplace in its sole and absolute discretion when using any Beplace Marks. 

 

Except as expressly authorized by a Beplace Agreement, you may not make any use of any of the Beplace Marks in a manner that dilutes, tarnishes or blurs the value of the Beplace Marks. Any right to use the Beplace Marks is contingent upon and subject to your compliance with the Beplace Agreements to which you are a party; Beplace may terminate such right and license subject to your non-compliance even if you may have made prior use of the Beplace Marks.

 

14. OPTIONS.

 

14.1 No Right to Assign.

You may not, in any way whatsoever, assign any claims, duties, interests, obligations, powers, privileges, or rights in and/or to this or any other Beplace Agreement; and any assignment will be null and void. This provision is of material significance to Beplace.

 

14.2 No Right to Delegate.

You may not, in any way whatsoever, delegate or sub-delegate to any Person any or all of your claims, duties, interests, obligations, powers, privileges, or rights in and/or to this or any other Beplace Agreement; and any delegation will be null and void. This provision is of material significance to Beplace.

 

15. CURE PERIOD.

Except where a different cure period is otherwise listed in a controlling Beplace Agreement (in which case that time period will apply here), if you are in breach of any representation, warranty, covenant or other obligation under this or any other Beplace Agreement, Beplace will provide you with notice specifying in reasonable detail the nature of such breach and any action that you may take to remedy such breach.

 

15.1 Non-Payment Breach.

You will have an Initial Cure Period of seven (7) days from the date of receipt of such notice to cure the breach. You will use efforts to cure the breach within the Initial Cure Period, provided, however, that the breach is actually cured within the Cure Period that is thirty (30) days after notice.

 

15.2 Payment Breach.

If the breach is related to any of your payment obligations, you will have a Cure Period of seven (7) days from the date of receipt of such notice to cure the breach.

 

16. BREACHES AND MATERIAL BREACHES, AND REMEDIES.

Unless otherwise stated, the occurrence of any breach, whether alleged, uncured, or otherwise, may not inhibit the exercise of any of Beplace’s rights, powers or privileges whatsoever, including the right of Beplace to collect and receive any and all payment obligations due and owed.

 

16.1 Breaches and Remedies.

You may continue to visit, browse, use, access, onboard, and/or participate in the Beplace Solution; and/or engage in absolutely any activity whatsoever, including any of the preceding activities, with any Beplace Resource or through any Beplace Site, Beplace App, Beplace Premise, Beplace Software, Beplace Hardware, and/or any other real or digital property, software, or hardware during a breach but we may also limit, restrict, and/or suspend any such activity until such time as the breach is cured. You will continue to be responsible for any Fees and Charges that are incurred during the duration of a breach. If you are alleged to be in Breach but do not cure such Breach within the Cure Period, then we will be entitled to exercise the following rights:

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• an action for specific performance;

 

16.2 Material Breaches and Remedies.

IT IS OUR INTENT THAT A MATERIAL BREACH MAY BE THE ONLY BASIS FOR THE TERMINATION OF ANY BEPLACE USER. IT IS OUR INTENT THAT UNLESS OTHERWISE STATED, ONLY THE UNCURED BREACH BY THE BEPLACE USER RELATED TO EITHER A PAYMENT OBLIGATION, THE ACCEPTABLE USE POLICY, OR THE USER ELIGIBILITY POLICY WILL BE CONSIDERED A MATERIAL, SUBSTANTIAL, OR TOTAL BREACH. If you do not cure an alleged Material Breach within the Cure Period, our remedies include all of the following, which may be exercised in our sole discretion at the same or different times until the Material Breach has been cured:

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• an action for specific performance;

• suspension or termination of the Beplace Solution and any or all Beplace Resources, Beplace Sites, Beplace Apps, Beplace Premises, Beplace Software, or Beplace Hardware;

• suspension or termination of any or all of Beplace’s obligations, contingent or otherwise;

• suspension or termination of any or all Beplace Agreements with you.

 

NOTWITHSTANDING THE FOREGOING, BEPLACE MAY TERMINATE A BEPLACE USER IF BEPLACE DETERMINES IN ITS SOLE AND ABSOLUTE DISCRETION THAT THERE IS NO ACTION THAT MAY BE TAKEN TO CURE OR REMEDY A BREACH, OR IF THE BREACH IS UNLAWFUL AND/OR POSES A RISK OF HARM TO BEPLACE OR TO A BEPLACE USER.

 

16.3 Universal Breach.

Your breach of this Beplace Agreement will constitute your breach under any and all Beplace Agreements between you and Beplace. This provision survives any expiration, suspension, or termination of any or all Beplace Agreements to which you are a party.

 

17. DISCLAIMERS, AND LIMITATIONS OF LIABILITY AND REMEDIES.

 

17.1 Disclaimers.

The provisions of the Beplace Disclaimers (as it is changed from time to time) are hereby incorporated herein by reference.

 

17.2 Limitation of Liability.

YOU UNDERSTAND, ACKNOWLEDGE, AND AGREE THAT BEPLACE IS NOT AND WILL NOT BE LIABLE TO YOU OR TO ANY THIRD PARTY FOR ANY LOSS OR INJURY WHATSOEVER ARISING OUT OF OR CAUSED, IN WHOLE OR IN PART, BY NEGLIGENT ACTS OR OMISSIONS RELATED DIRECTLY OR INDIRECTLY TO THE BEPLACE SOLUTION AND ANY BEPLACE RESOURCES, BEPLACE SITES, BEPLACE APPS, BEPLACE PREMISES, BEPLACE SOFTWARE, AND/OR BEPLACE HARDWARE. YOU ACKNOWLEDGE AND AGREE THAT THE TOTAL AMOUNT OF OUR LIABILITY, IF ANY, FOR ANY AND ALL ACTIONS, CLAIMS, COSTS, DAMAGES, DEMANDS, EXPENSES, FINES, INJUNCTIONS, INJURIES, INVESTIGATIONS, LIABILITIES, LITIGATIONS, LOSSES, PENALTIES, PROCEEDINGS, SUITS (INCLUDING, WITHOUT LIMITATION, LEGAL FEES) OF ANY KIND OR NATURE ARISING OUT OF OR RELATED TO ANY AND ALL BEPLACE AGREEMENTS WILL NOT EXCEED THE AMOUNT PAID TO BEPLACE FOR THE SPECIFIC LINE-ITEM TRANSACTION THAT IS THE SOURCE OR SUBJECT OF SUCH ALLEGED LIABILITY WITHOUT REGARD TO THE NATURE OF THE ACTIONS, CLAIMS, COSTS, DAMAGES, DEMANDS, EXPENSES, FINES, INJUNCTIONS, INJURIES, INVESTIGATIONS, LIABILITIES, LITIGATIONS, LOSSES, PENALTIES, PROCEEDINGS, SUITS (INCLUDING, WITHOUT LIMITATION, LEGAL FEES) OF ANY KIND OR NATURE INCURRED, EXCEPT AS PROVIDED IN THE BEPLACE DISPUTE RESOLUTION POLICY. BEPLACE WILL NOT BE LIABLE FOR ANY OTHER ACTIONS, CLAIMS, COSTS, DAMAGES, DEMANDS, EXPENSES, FINES, INJUNCTIONS, INJURIES, INVESTIGATIONS, LIABILITIES, LITIGATIONS, LOSSES, PENALTIES, PROCEEDINGS, SUITS (INCLUDING, WITHOUT LIMITATION, LEGAL FEES) OF ANY KIND OR NATURE ARISING OUT OF OR RELATED TO ANY AND ALL BEPLACE AGREEMENTS IN ANY WAY WHATSOEVER.

 

17.3 Limitation of Remedies.

Beplace may not be liable to you or any other Party and you may not have any remedies against Beplace other than as provided in a Beplace Agreement.

 

18. INDEMNIFICATION AND COOPERATION.

 

18.1 Indemnification.

You will indemnify and defend Beplace, and hold Beplace (including each of their respective (in alphabetical order) Affiliates, Agents, assigns, associate companies, associates, attorneys, contractors, directors, employees, franchisees, heirs, lessees, lessors, licensees, licensors, members, officers, owners, parent companies, partners, providers, representatives, shareholders, sublessees, sublicensees, subsidiary companies, successors, and vendors) harmless against and from any and all (in alphabetical order) actions, claims, costs, damages, demands, expenses, fines, injunctions, injuries, investigations, liabilities, litigations, losses, penalties, proceedings, suits (including, without limitation, Legal Fees) of any kind or nature incurred because of or relating to:

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• any breach in the performance of your obligations under this or any other Beplace Agreement;

• the failure of any of your representations or warranties made in this or any other Beplace Agreement to be true when made;

• your User Information or User Content;

• any of your negligent or intentional acts or omissions; or

• your obligations (including contractual or other obligations) between you and any other party, including any other third party;

• any dispute or Dispute between you and any other party, including any other third party;

• your use or misuse of the Beplace Solution and any or all of the Beplace Copyrights, Beplace Marks, Beplace Trade Secrets, Beplace Resources, Beplace Sites, Beplace Apps, Beplace Premises, Beplace Software, or Beplace Hardware.

 

18.2 Cooperation.

You will cooperate as fully as reasonably required in the defense of any such action, claim, demand, and/or suit. Beplace reserves the right to assume the exclusive control and defense of any such matters (including any such actions, claims, demands, and/or suits) subject to indemnification by you and at your expense. You may not in any event whatsoever settle any such matter without the written consent of Beplace.

 

19. FORCE MAJEURE.

Beplace will not be liable for any delay, suspension, or failure in performing any and all obligations, performance, and undertakings whatsoever that is due to an event of Force Majeure, which includes any and all other causes whatsoever whether similar or dissimilar to an event of Force Majeure to the extent beyond the reasonable control of Beplace even if the act or cause or event may or may not have been foreseeable or continuing or you may or may not have been notified prior to the event but with any notification whatsoever. You irrevocably waive any right whatsoever to terminate this or any other Beplace Agreement due to an event of Force Majeure.

 

20. CONFIDENTIALITY, PRIVACY, AND SECURITY.

 

20.1 Confidentiality.

Beplace has taken commercially reasonable and customary actions and steps to protect, and/or to prevent the unauthorized disclosure and use of, Confidential Information (including your User Information and User Content).

 

20.1.1 Compliance.

You represent and warrant that you are not in breach of any Beplace Agreement (including any contractual or legal agreement, duty, obligation, or restriction concerning (or relating to) Confidential Information) in any way whatsoever.

 

20.1.2 Exchange or Transfer.

It is our intention to exchange or transfer User Information, User Content, and Confidential Information as may be necessary to perform our respective obligations under this and all other Beplace Agreements, provided

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• that any such exchange or transfer of User Information and User Content is with the Beplace User; and

• that any such exchange or transfer of Confidential Information is with a Beplace User if and when they are participating in the Beplace Solution. You will also make use of the Confidential Information only for the purposes of this or any other Beplace Agreement to which you are a party.

 

20.1.3 Maintenance, Handling, and Protection.

You will maintain the confidentiality of Confidential Information in complete, high, and strict confidence on a perpetual basis and will at all times exercise no less than reasonable care with respect to the handling and protection of Confidential Information to prevent any disclosure, dissemination, publication, or use that is not directly and explicitly authorized by Beplace.

 

20.1.4 Additional Access.

We may grant access to your Agents, accountants, advisors, auditors, consultants, directors, employees, and legal counsel who have a need to know solely upon your request and subject to their acknowledgement, acceptance, and continued (and uninterrupted) compliance with, at a minimum, the Beplace Agreements to which you are a party.

 

20.1.5 Strict Confidence.

You will hold in strict confidence and will not disclose to any person the existence or terms of any Confidential Information. Notwithstanding the foregoing, you may disclose the existence of Confidential Information (but will not be entitled to disclose the terms of any Confidential Information) to the extent (and only to the extent) such disclosure is reasonably necessary:

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• ​​by you in order to comply with applicable non-patent law (including any securities law or regulation or the rules of a securities exchange) or with judicial process, if in the reasonable opinion of your legal counsel, such disclosure is necessary for such compliance, provided that you will notify Beplace of your intent to make any such disclosure sufficiently prior to making such disclosure so as to allow Beplace adequate time to review and comment on such disclosure and further to take whatever action (at your expense) that we may deem appropriate to protect the Confidential Information to be disclosed; or

• by you with investment bankers, investors, or lenders, and in each such case their accountants, advisors, auditors, consultants, directors, employees, and legal counsel provided any such persons must be bound prior to disclosure by confidentiality and non-disclosure restrictions at least as restrictive as those set forth herein, and such persons must be bound prior to disclosure by commercially reasonable obligations of confidentiality; or

• by you in order to enforce and exploit your rights or to perform your obligations under this or any other Beplace Agreement.

 

20.1.6 Unauthorized Disclosure or Use.

You will promptly notify Beplace upon discovery of any unauthorized disclosure or use of Confidential Information disclosed to you by Beplace, and you will reasonably cooperate with Beplace to regain possession, and/or terminate any unauthorized use, of such Confidential Information.

 

20.2 Privacy.

The provisions of the Beplace Privacy Policy (as it is changed from time to time) are hereby incorporated herein by reference. The collection, use, and disclosure of your Personal Information is subject to our Beplace Privacy Policy.