General Terms of Service

(Last Updated December 27, 2024. Replaces all prior versions)

Thank you for choosing Beeline Connect, Inc. (“Beeline”) for your business.

When you use our products and services you are agreeing to our General Terms of Service (“General Terms”) and any applicable Additional Terms (see section 1 below), so please read these Terms of Service and applicable Additional Terms (this “Agreement”) carefully before using this Website as they contain important information regarding your legal rights and obligations. Certain capitalized words used in this Agreement are defined in Section 14 (Definitions). Other terms are defined in the text of this Agreement.

Beeline provides online business management software services designed specifically for businesses in the bicycle industry (the “Software Service”). You can access our Software Service via the client login page on our Website.

The terms of this Agreement apply to any use of and access to our Software Service and Website (collectively, the “Services”) by you and your Affiliates. By accessing or using the Services (or enabling an Affiliate to access or use the Services), you are indicating that you have read this Agreement and agree to be bound by its terms. If you do not agree with all of the terms of this Agreement, please exit and do not access this Website or use any Services.

In addition, Beeline’s Website and Services are intended only for users located in the United State and Canada. If you are located outside of the United States or Canada, including specifically but without limitation within the European Union, please immediately exit and do not use or access this Website or use any Services.

To be eligible to access the Software Services, (i) you hereby agree to all of the terms and conditions of the Agreement and (ii) this Agreement must be effective. This Agreement is effective (“Effective Date”) on the earlier of (a) the date you accept this Agreement by clicking an “I Agree” button or otherwise indicate that you accept this Agreement, or (b) the date you (or an Affiliate) first access or use the Services.

We reserve the right to change this Agreement at any time, without notice to you. Your continued use of this Website following any such changes will constitute your acceptance of any such changes. Accordingly, you should visit this page from time to time to review the then-current Agreement because they are binding on you. Certain provisions of this Agreement may be superseded or supplemented by expressly designated legal notices or terms located on particular pages at the Website.

General Terms

Specific Service Terms

Your Responsibilities and Duties

Fees

Intellectual Property Rights

Data Rights

Confidential Information

Subscription, Termination and Suspension

Warranties

Limitations and Exclusions of Liability

1. General Terms

When you use our Services, you are entering into a legal agreement and you agree to all of the terms of this Agreement.

Agreement. This Agreement is a binding legal agreement between you and Beeline ((also referred to as “us” or “our”). If you enter into this Agreement on behalf of a company or other legal entity, you represent and warrant that you have the legal authority to bind that entity and its Affiliates to this Agreement, and all references to “Beeline Retailer”,“you” and “your” in this Agreement are referring to that entity. We may verify the entity and may require further details and authentication regarding the entity. Unless a valid legal entity has duly authorized and accepted this Agreement, you will individually be deemed to enter into this Agreement and will be personally liable for all applicable obligations hereunder. You and Beeline are also sometimes referred to in this Agreement individually as a “Party” and collectively as the “Parties”. You also agree to our Privacy Policy.
Privacy Policy. Our Privacy Policy explains how we collect and use information that is submitted to the Website or through the use of the Services. By using the Services, you are indicating that you have read the Privacy Policy and agree to its terms. Please review the terms of our Privacy Policy available at this same Website.
Scope. This Agreement applies to any use of the Services. In addition, if you (or any third party on your behalf) use our APIs, you will be subject to the applicable API terms set forth on our Website and any other terms designated by Beeline.
Access outside of United States & Canada; Export Controls. The Website is intended only for use by authorized Beeline Retailers who have entered into this Agreement and are located in the United States and Canada. Although accessible by others, this web site is primarily intended for access and use by U.S. and Canadian residents. Certain additional terms apply if you are entering information that originates in the European Economic Area. We make no representation that materials at this site are appropriate or available for use outside the United States or Canada, and access to them from territories where their contents are illegal is prohibited. If you choose to access this site from outside the United States or Canada, you do so at your own initiative and are responsible for compliance with applicable local laws. You will comply with all applicable export laws and restrictions and regulations of the US Department of Commerce, the US Department of Treasury Office of Foreign Assets Control (“OFAC”), or other United States or foreign agency or authority, and you will not use the Services to export or allow any export or re-export in violation of any such restrictions, laws, or regulations. You represent and warrant to Beeline that you are not a prohibited party or located in, under the control of, or a national or resident of any “restricted country” (as defined by OFAC) and that you will otherwise comply with all applicable export control laws. If you reside outside the United States or Canada, then in addition to complying with the foregoing, you will comply with any relevant export control laws in your local jurisdiction.
Changes to the Agreement. We continuously strive to improve our products and services, and as our business evolves, this Agreement may change. This Section describes how we can change the Agreement. We may, in our sole discretion, make changes to this Agreement from time to time. Any changes we make will become effective when we post a modified version of the Agreement to our Website. If you continue using the Services after any changes, it means you have accepted them. If you do not agree to any changes, you must stop using the Services, and subject to the terms and notice requirements of the Agreement, you can terminate your account by emailing support@beelineconnect.com. It is your obligation to ensure that you read, understand, and agree to the latest version of the Agreement that’s posted on our Website. The legend at the top of the Agreement indicates when it was last changed. Additional terms apply to certain products that we provide.
Additional Terms. Your use of and participation in the Services is expressly subject to the terms of the Agreement and may also be subject to one or more of the additional terms below (“Additional Terms”). If there is any conflict between the terms in the General Terms and the Additional Terms, then the Additional Terms govern in relation to that Service or Software Service. The Additional Terms are subject to change.

Location Requirements Additional Terms
Fulfillment Additional Terms
Schedule Additional Terms
Live Data Additional Terms
Affiliate Additional Terms
Warranty Additional Terms

2. Specific Service Terms

Our software will meet the uptime requirements described in our Service Level Requirements and Process Agreement attached to this Agreement or available at the Website, (or such other URL as specified by Beeline), and as may be updated by Beeline from time to time (“SLA”).

Access and Service Levels. Beeline will make the Services to which you have subscribed available to you, subject to the terms and conditions of this Agreement. During the Subscription Term, the Software Services will meet the service levels specified in the SLA. The SLA is available at the Website and may be amended by us from time to time. We may temporarily suspend your access for scheduled maintenance and similar items, or if a natural disaster occurs. We may also change or discontinue particular features or functions of our Services at any time.
Changes to Services. In addition to our rights set forth in Section 8, we reserve the right to suspend any Services (a) during planned downtime as provided in the SLA, (b) in connection with a Force Majeure event (as described in Section 14), or (c) if we believe any malicious software is being used in connection with your account. In addition, we reserve the right to change, suspend, or discontinue any features, components, or functions of the Services at any time. If we make any material changes to the Software Service, we’ll notify you within the Software Service or by sending you an email. We have no obligation to update or enhance any Services or to produce or release new versions of any Services. We are not responsible for any third-party products that are integrated with or used in connection with the Services.
Third Party Offerings. Although the Services may allow you to access or use Third Party Offerings, they are not “Services” under this Agreement and are not subject to any of the warranties, service commitments, or other obligations with respect to Services hereunder. The availability of any Third Party Offerings through the Services does not imply or establish any Beeline endorsement of or affiliation with the provider. Beeline does not control Third Party Offerings and will have no liability to you or Affiliates in connection with any Third Party Offerings. Beeline has no obligation to monitor or maintain Third Party Offerings and may disable or restrict access to any Third Party Offerings at any time. By using or enabling any Third Party Offering, you are expressly permitting Beeline to disclose Your Data or other information to the extent necessary to utilize the Third Party Offering. YOUR USE OF THIRD PARTY OFFERINGS IS AT YOUR OWN RISK AND IS SUBJECT TO ANY ADDITIONAL TERMS, CONDITIONS, AND POLICIES APPLICABLE TO SUCH THIRD PARTY OFFERINGS (SUCH AS TERMS OF SERVICE OR PRIVACY POLICIES OF THE PROVIDERS OF SUCH THIRD PARTY OFFERINGS).
Support Services. As part of the Services, you will have access to Beeline’s standard support services described in the Program Terms at beelineconnect.com/programterms (or such other URL as specified by Beeline), as may be updated by Beeline from time to time.
Marketing Services. When you subscribe to our Software Service, your business may be listed on Beeline’s online marketing platform (“Marketing Services”), which allows Riders to locate Beeline Retailers and evaluate, review, and book their services directly through the Beeline website and through our partner applications and e-commerce fulfillment partners.
Trial and Beta Services. We are not responsible for any damages resulting from your use of any trial or beta services. Beeline may, in its sole discretion, offer trial services or beta services from time to time at no charge. Any trial or beta services are provided “AS IS” with no warranties of any kind. Beeline may discontinue any trial or beta services at any time, with or without notice and without any further obligations to you. Beeline will have no liability for any harm or damages suffered by you or any third party in connection with any trial or beta services. Additional terms apply to the purchase of a payment terminal device.
No Tax, Legal, or Accounting Advice. The information on this Website is intended to provide Beeline Retailer support but is not intended to provide tax, legal, or accounting advice or any other professional services. You should not rely on this Website to make any tax, legal, or accounting decisions. The information is not intended to replace advice from your attorney, accountant, or other service provider regarding any questions that you may have concerning your legal, tax, or accounting issues.

3. Your Responsibilities and Duties.

You are responsible for making sure that your Affiliates and Riders comply with the terms of this Agreement and all applicable laws. You promise to do the following in connection with using the Services:

Liability for Affiliates and Riders. You are responsible for all activity occurring under your account, including, but not limited to, your staff, employees, consultants, advisors, and/or independent contractors. You will ensure that your Affiliates and Riders comply with all of the provisions of this Agreement and any applicable local, state, national, and foreign laws, including those related to data privacy and transmission of personal data, at all times while using the Services. Any reference in this Agreement to your “access” or “use” of Services (or similar phrase) is deemed to include access or use by Affiliates and Riders, and any act or omission of an Affiliate or Rider that does not comply with this Agreement will be deemed a breach of this Agreement by you.
Data; Unauthorized Access; Maintaining Networks. You will: (a) have sole responsibility for the accuracy and quality of Your Data and for ensuring that your collection and use of Your Data complies with applicable laws, including those related to data privacy and transmission of personal data; (b) prevent unauthorized access to, or use of, the Services, and notify Beeline promptly of any unauthorized access or use; and (c) have sole responsibility for obtaining, maintaining and paying for any hardware, telecommunications, Internet and other services needed to use the Services.
Restrictions on Use.You and your Affiliates will not: (i) submit any infringing, obscene, defamatory, threatening, or otherwise unlawful or tortious material to the Services, including material that violates privacy rights; (ii) interfere with or disrupt the integrity or performance of the Services or the data contained therein; (iii) attempt to gain access to the Services or related systems or networks in a manner not permitted by this Agreement (iv) post, transmit or otherwise make available through or in connection with the Services any virus, worm, Trojan horse, Easter egg, time bomb, spyware or other harmful computer code, files, scripts agents or programs; (v) restrict or inhibit any other person or entity from using the Services; (vi) remove any copyright, trademark or other proprietary rights notice from the Services; (vii) frame or mirror any portion of the Services, or otherwise incorporate any portion of the Services into any product or service; (viii) systematically download and store Services content; or (ix) use any robot, spider, site search/retrieval application or other manual or automatic device to retrieve, index, “scrape,” “data mine” or otherwise gather Services content, or reproduce or circumvent the navigational structure or presentation of the Services. Notwithstanding subsection (ix) above, and subject to compliance with any instructions posted in the robots.txt file located in the root directory of any Website, Beeline grants to the operators of public search engines permission to use spiders to copy materials from the Website for the sole purpose of (and solely to the extent necessary for) creating publicly available, searchable indices of such materials, but not caches or archives of such materials. Beeline reserves the right to revoke these permissions at any time and without notice.
User Names and Passwords. You will ensure all user names and passwords are kept confidential. Beeline may reject or require that you change any user name or password under your account. User names and passwords are for internal business use only and may not be shared with any third party, including any competitor of Beeline. You, and not Beeline, are responsible for any use or misuse of user names or passwords associated with your account.
Insurance. During the term of this Agreement, you must maintain in force appropriate insurance policies under the laws of the country where the Services are being performed. If Services are being performed in the United States, Beeline Retailer shall maintain in force Commercial General Liability coverage on an occurrence basis for limits of no less than the equivalent of USD1,000,000.00 Combined Single Limit per occurrence and USD2,000,000.00 in aggregate. If Services are being performed in Canada, Beeline Retailer shall maintain in force Commercial General Liability coverage on an occurrence basis for limits of no less than the equivalent of CAD1,000,000.00 Combined Single Limit per occurrence and CAD2,000,000.00 in aggregate. A certificate naming Beeline as an additional insured with regard to said policies shall be delivered to Beeline at any time upon Beeline’s request.

4. Fees.

This describes our fees and your payment obligations. All fees are non-refundable and must be paid in advance.

Service Fees. The Fees for the Services (“Beeline Retailer Fees”) are set forth on our Website at beelineconnect.com/programterms (or such other URL as specified by Beeline), as may be updated by Beeline from time to time.
Payment Terms. You agree to pay Beeline the Beeline Retailer Fees and any other applicable pursuant to this. All payment obligations under this Agreement are non-cancelable and all fees paid are non-refundable. Fees must be paid in advance of each billing period. You will provide Beeline with valid and updated credit card information or another form of payment acceptable to Beeline. If you provide credit card information, you represent that you are authorized to use the card and you authorize Beeline to charge the card for all payments hereunder. By submitting payment information, you authorize Beeline to provide that information to third parties for purposes of facilitating payment. You agree to verify any information requested by Beeline for purposes of acknowledging or completing any payment.
Overdue Charges. Any amounts not received by the applicable due date may accrue late interest at 5% of the outstanding balance per month, or the maximum interest permitted by applicable law, whichever is less, plus costs of collection. Any amount not received by Beeline within five (5) days after the applicable due date will be deemed a material default under this Agreement, and Beeline will be entitled to either suspend the Services or terminate the Agreement in accordance with Section 8.
Changes in Fees. Upon notice to you, Beeline may increase any fees in accordance with the Agreement.
Payment Errors. If you believe a payment has been processed in error, you must provide written notice to Beeline within thirty (30) days after the date of payment specifying the nature of the error and the amount in dispute. If notice is not received by Beeline within such thirty (30) day period, the payment will be deemed final.
Taxes. Fees do not include any taxes, levies, duties or similar governmental assessments of any nature, including, for example, value-added, sales, use or withholding taxes, assessable by any jurisdiction (collectively, “Taxes”). You are responsible for paying all Taxes associated with purchases and transactions under this Agreement. If Beeline is legally required to pay or collect any Taxes on your behalf, Beeline will invoice you and you will pay the invoiced amount. For clarity, Beeline will be solely responsible for taxes assessed on Beeline based on its income.

5. Intellectual Property Rights.

This describes our intellectual property rights in the Services.

Beeline Intellectual Property. Beeline or its applicable Affiliate owns all right, title and interest in and to the Services, the Beeline Data and Aggregated Data and all trademarks and copyrights of Beeline or its Affiliates, including, without limitation, all intellectual property rights therein. Subject to the limited rights expressly granted to you under this Agreement, Beeline reserves all rights, title and interest in and to the Services, the Beeline Data and Aggregated Data, including, without limitation, all related intellectual property rights. Beeline’s service marks, logos and product and service names (the “Beeline Marks”) are owned by Beeline. You agree not to display or use any Beeline Marks in any manner without Beeline’s express prior written permission. Any trademarks, service marks and logos associated with a Third Party Offering may be the property of the third party provider, and you should consult with their trademark guidelines before using any of their marks. You are only allowed to use the Services in accordance with this agreement and for internal business purposes.
License Grant to You. Subject to the terms and conditions of this Agreement, Beeline hereby grants to you a limited, non-exclusive, non-transferable, non-sub-licensable, revocable license and right to use the Services, during the Subscription Term and solely for your internal business purposes. You will not: (a) modify, copy or create any derivative works based on the Services; (b) license, sublicense, sell, resell, rent, lease, transfer, assign, distribute, time share, offer in a service bureau, or otherwise make the Services available to any third party, other than to Affiliates and Riders as permitted herein; (c) reverse engineer or decompile any portion of the Services, including but not limited to, any software utilized by Beeline in the provision of the Services; (d) access or use (or allow a third party to access or use) the Services for competitive analysis or to build any competing products or services; (e) copy any features, functions, integrations, interfaces or graphics of the Services; or (f) otherwise use or exploit the Services in any manner not expressly permitted by this Agreement.
License Grant to Beeline. You hereby grant to Beeline and its affiliates a worldwide, perpetual, irrevocable, transferable, sub-licensable, royalty-free license (i) to modify, copy, distribute and incorporate into the Services (without attribution of any kind) any suggestions, enhancement request, recommendations, proposals, correction or other feedback or information provided by you, Affiliates or Riders relating to the Services or Beeline’s business; and (ii) to use your business name(s), trademarks, service marks or logos (collectively, “Your Marks”) in connection with providing the Services and for marketing and promotional purposes in connection with Beeline’s business. Beeline agrees that any use by Beeline of any of Your Marks will inure solely to the benefit and goodwill of your business. Other than those rights specifically granted to Beeline herein, all right, title and interest in and to Your Marks are expressly reserved by you.

6. Data Rights.

You own all data you provide to us, but you also grant us a license to use it for certain purposes, for example, to improve our products or to provide you with complementary products of our partners.

Your Data. As between you and Beeline, you own all right, title, and interest in Your Data. You hereby grant to Beeline a nonexclusive, worldwide, assignable, sublicensable, fully paid-up and royalty-free license and right to copy, distribute, display and perform, publish, prepare derivative works of and otherwise use Your Data for the purposes of providing, improving and developing Beeline’s products and services and/or complementary products and services of our partners. You represent and warrant to Beeline that you have all rights necessary to grant the licenses in this Section 6 and that your provision of Your Data through and in connection with the Services does not violate any applicable laws or rights of any third party.
Beeline Data. All right, title, and interest in any data or information collected by Beeline independently and without access to, reference to or use of any of Your Data (whether the same as Your Data or otherwise) will be solely owned by Beeline (collectively, “Beeline Data”).
Aggregated Data. We will own all Aggregated Data. You authorize Beeline to aggregate or anonymize Your Data or other data in connection with the Agreement, and Beeline will own all Aggregated Data. You agree that nothing in this Agreement will prohibit Beeline from utilizing Aggregated Data for any purpose, provided such Aggregated Data does not reveal any personally identifying information about you or any Riders.
Personal Information. Our Privacy Policy governs how we collect and use personal information that is submitted through the Services. By accessing or using the Services, you agree that you have read and accept our Privacy Policy. Without limitation, you acknowledge and agree that Beeline may process Your Data for the purpose of providing the Services and related functions, such as billing and customer or Rider support, as well as to send direct marketing communications to your representatives’ or Riders, data science and product or service improvement and reporting. You represent and warrant that you are authorized to process Your Data and make such data available to Beeline for uses as set out in the Agreement and Privacy Policy, including through appropriate notice, consent, and by referring individuals to our Privacy Policy (notwithstanding Beeline’s ability and right, to which you agree, to request consent, and provide notice and its Privacy Policy separately to individuals).
Protection and Security. Beeline will maintain administrative, physical and technical safeguards designed for the protection and integrity of Your Data.
Unauthorized Disclosure. If either Party believes that there has been a disclosure of Your Data in a manner not authorized under this Agreement, such Party will promptly notify the other Party. Additionally, each Party will reasonably assist the other Party in remediating or mitigating any potential damage, including any notification which should be sent to individuals impacted or potentially impacted by such unauthorized disclosure.
Data-Related Disputes. You are solely responsible for resolving disputes regarding ownership or access to Your Data, including those involving any current or former owners, co-owners, employees, or contractors of your business. You acknowledge and agree that Beeline has no obligation whatsoever to resolve or intervene in such disputes.

7. Confidential Information.

Neither Party will disclose or use any Confidential Information of the other Party except: (a) as reasonably necessary to perform its obligations or exercise any rights granted pursuant to this Agreement; (b) with the other Party´s prior written permission; or (c) to the extent required by law or order of a court or other governmental authority or regulation. Each Party agrees to protect the other Party’s Confidential Information in the same manner that it protects its own Confidential Information of like kind, but in no event using less than a commercially reasonable standard of care. Confidential Information will not include any information that: (i) is or becomes generally known to the public without breach of any obligation owed to the disclosing Party; (ii) was known to a Party prior to its disclosure by the other Party without breach of any obligation owed to the other Party; (iii) was independently developed by a Party without breach of any obligation owed to the other Party; or (iv) was or is received from a third party without breach of any obligation owed to the other Party. For clarity, nothing in this Section 7 will restrict Beeline with respect to Beeline Data or Aggregated Data.

8. Subscription, Termination and Suspension.

Subscription and Cancellation. The term of this Agreement is expressly subject to the Subscription and Cancellation Terms.
Termination. Beeline may terminate this Agreement at any time upon 30 days prior written notice to you. In addition, Beeline may suspend or terminate this Agreement immediately and without prior notice in the event of a material breach by you of any of the terms of this Agreement. Both you and Beeline have the right to terminate this Agreement on written notice to the other in the event that the other Party files a petition in bankruptcy or is adjudicated bankrupt or makes a general assignment for the benefit of creditors or becomes insolvent. Upon termination, your right to use the Software Service and any other rights under this Agreement will immediately terminate. The provisions of this Section will survive any termination of this Agreement. All other terms of this Agreement that, by their nature, should survive the termination of this Agreement will survive.
Termination for Cause. Beeline may terminate this Agreement, effective immediately and without prior notice to you, if you or an Affiliate are in material breach of this Agreement. In no event will any termination relieve you of your obligation to pay any fees payable to Beeline for the period prior to the effective date of termination. We have the right to suspend or terminate the Services at any time if we detect harmful or illegal activity under your account.
Rights on Termination or Expiration. Upon termination or expiration of this Agreement (a) all rights to use the Services will automatically terminate and be of no force or effect; (b) you will cease accessing and/or using the Services; and (c) Beeline will have no obligation to maintain your Services account or to retain or forward any data to you or any third party, except as required by applicable law. If at any time during the Subscription Term you require Beeline’s assistance in retrieving Your Data, additional fees may apply. All terms of this Agreement that, by their nature should survive the termination of this Agreement will survive.
Right to Terminate or Suspend Services. We may suspend or terminate the Services (or any portion thereof) at any time without notice if we believe (a) that any activity or use of Services in connection with your account violates this Agreement, the intellectual property rights of a third party or applicable laws, or is otherwise disruptive or harmful to Beeline or any third party, or (b) that we are required to do so by law.

9. Warranties.

You are responsible for keeping your account contacts and other account information up to date, and you must notify us if anything changes.

Accuracy of Your Account Information. You agree to provide Beeline with complete and accurate account information, including your legal company name, street address, email address, and such other contact information as may be requested by Beeline. You are responsible for keeping your account information up to date, and you agree to promptly notify Beeline in writing if any information changes.
Warranty of Functionality. Beeline warrants to you that: (a) the subscribed Service will perform materially in accordance with the functionality described in the Documentation applicable to such Service; and (b) such functionality will not be materially decreased. Your sole and exclusive remedy for a breach of this warranty will be that Beeline will use commercially reasonable efforts to modify the applicable Services to achieve the functionality described above. If Beeline is unable to restore such functionality, you may terminate the Agreement by providing written notice to Beeline, and you will be entitled to receive a pro-rata refund of any pre-paid fees. Beeline will have no obligation with respect to a warranty claim under this Section 9 unless notified by you in writing no later than thirty (30) days after the first instance of any material functionality problem. This warranty will only apply if the applicable subscribed Services have been utilized in accordance with this Agreement and applicable laws. For clarity, this warranty will not apply to any trial or beta services.
DISCLAIMER. EXCEPT AS EXPRESSLY PROVIDED IN THIS SECTION 9, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, BEELINE MAKES NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, AND SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING WITHOUT LIMITATION ANY WARRANTIES OF TITLE, NON-INFRINGEMENT, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE WITH RESPECT TO THE SERVICES AND/OR RELATED DOCUMENTATION. BEELINE DOES NOT WARRANT THAT YOUR USE OF THE SERVICES WILL BE SECURE, TIMELY, ERROR-FREE OR UNINTERRUPTED, OR THAT THE SERVICES ARE OR WILL REMAIN UPDATED, COMPLETE OR CORRECT, OR THAT THE SERVICES WILL MEET YOUR REQUIREMENTS OR THAT THE SYSTEMS THAT MAKE THE SERVICES AVAILABLE (INCLUDING WITHOUT LIMITATION THE INTERNET, OTHER TRANSMISSION NETWORKS, AND YOUR LOCAL NETWORK AND EQUIPMENT) WILL BE UNINTERRUPTED OR FREE FROM VIRUSES OR OTHER HARMFUL COMPONENTS. EXCEPT AS PROVIDED IN THIS SECTION 9, THE SERVICES AND ANY PRODUCTS AND THIRD PARTY MATERIALS ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS AND SOLELY FOR YOUR USE IN ACCORDANCE WITH THIS AGREEMENT. ALL DISCLAIMERS OF ANY KIND (INCLUDING IN THIS SECTION AND ELSEWHERE IN THIS AGREEMENT) ARE MADE ON BEHALF OF BOTH BEELINE AND ITS AFFILIATES AND ITS AND THEIR RESPECTIVE SHAREHOLDERS, DIRECTORS, OFFICERS, EMPLOYEES, AFFILIATES, AGENTS, REPRESENTATIVES, CONTRACTORS, LICENSORS, SUPPLIERS, AND BEELINE RETAILERS (COLLECTIVELY, THE "BEELINE PARTIES").

10. Limitations and Exclusions of Liability.

These are the limits of legal liability we may have to you.

BEELINE EXPRESSLY DISCLAIMS ANY AND ALL LIABILITY AND WILL NOT BE RESPONSIBLE FOR ANY DAMAGES OR LOSS CAUSED, OR ALLEGED TO BE CAUSED, BY THE TRANSMISSION OF ANY DATA PRIOR TO ITS ENCRYPTION AND RECEIPT BY SERVER(S) OWNED OR CONTROLLED BY BEELINE. THE EXCLUDED DAMAGES WILL INCLUDE, WITHOUT LIMITATION, DAMAGES RESULTING FROM FRAUD, EMBEZZLEMENT, THEFT, IDENTITY THEFT, OR INVASION OF PRIVACY.
TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT WILL THE BEELINE PARTIES’ AGGREGATE LIABILITY, COLLECTIVELY, FOR ALL CLAIMS ARISING OUT OF OR RELATED TO THIS AGREEMENT, WHETHER IN CONTRACT, TORT OR OTHERWISE, EXCEED THE FEES ACTUALLY PAID BY YOU TO US DURING THE TWELVE (12) MONTH PERIOD IMMEDIATELY PRECEDING THE DATE OF THE INCIDENT. ALL LIMITATIONS OF LIABILITY OF ANY KIND (INCLUDING IN THIS SECTION AND ELSEWHERE IN THIS AGREEMENT) APPLY WITH RESPECT TO BOTH BEELINE AND THE BEELINE PARTIES.
IN NO EVENT WILL ANY BEELINE PARTIES HAVE ANY LIABILITY FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES, HOWEVER CAUSED, OR FOR ANY LOST PROFITS, LOSS OF USE, DATA OR OPPORTUNITIES, COST OF DATA RECONSTRUCTION, COST OR PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, WHETHER IN CONTRACT, TORT OR OTHERWISE, ARISING OUT OF, OR IN ANY WAY CONNECTED WITH THE SERVICES OR THIRD PARTY OFFERINGS, INCLUDING BUT NOT LIMITED TO THE USE OR INABILITY TO USE THE SERVICES, ANY INTERRUPTION, INACCURACY, ERROR OR OMISSION, EVEN IF BEELINE, ITS LICENSORS OR SUBCONTRACTORS HAVE BEEN PREVIOUSLY ADVISED OF THE POSSIBILITY OF SUCH LOSS OR DAMAGES.

THE FOREGOING EXCLUSIONS OR LIMITATIONS MAY NOT APPLY TO THE EXTENT PROHIBITED BY APPLICABLE LAW.

11. Indemnification.

You agree to indemnify, defend, and hold harmless Beeline and its Affiliates from and against any and all third-party claims alleged or asserted against any of them, and all related charges, damages, and expenses (including, but not limited to, reasonable attorneys fees and costs) arising from or relating to:

any actual or alleged breach by you or an Affiliate of any provisions of this Agreement; any access to or use of the Services by you, an Affiliate, or Rider; any actual or alleged violation by you or an Affiliate of the intellectual property, privacy, or other rights of a third party; and any dispute between you and another party regarding ownership of or access to Your Data.

12. Arbitration.

Any dispute, claim or controversy arising out of or relating to this Agreement or the Services or the interpretation, performance, breach, termination, enforcement, interpretation or validity of these agreements or any of their provisions that is not resolved pursuant to the informal dispute resolution process set forth in Section 12 will be conclusively determined by binding arbitration in the following manner:

If such a dispute arises, you or we may at any time deliver to the other a written dispute notice setting forth a brief description of any disputed issue(s) regarding this Agreement or the Services. Promptly following any such notice, the dispute will be submitted to final and binding arbitration in the County of Santa Clara, State of California in accordance with the then existing rules (“Rules”) of the American Arbitration Association (“AAA”) (to the exclusion of a court of law), and judgment on the award rendered by the arbitrator may be entered in any court having jurisdiction thereof. In any arbitration pursuant to this Agreement, (a) discovery will be allowed and governed by the Rules, and (b) the award or decision will be rendered by the arbitrator. In the event the Parties are unable to agree on an arbitrator, an arbitrator or arbitrators will be appointed by the AAA in accordance with the Rules. After appointment of the arbitrator, the arbitrator will be instructed to take all action reasonably necessary to reach a decision and issue an award within no more than forty-five (45) days. Either Party may seek preliminary or permanent injunctive relief, whether prohibitive or mandatory, which will not be subject to arbitration and the Party seeking any such injunctive relief will be entitled to make such request in any court of any other jurisdiction where jurisdiction and venue are proper as provided herein. The arbitrator, in the ruling, may award all or part of the costs of the arbitration, including the fees of the arbitrator, the reasonable attorneys’ fees and expert witness fees to the prevailing Party in accordance with the Rules. Nothing in this Section is intended to restrict the Parties from limiting the discovery or having multiple arbitrators, as provided in a written agreement signed by both Parties.

13. Miscellaneous.

Governing Law. This Agreement will be governed by and interpreted in accordance with the internal laws of the State of California without regard to conflicts of laws principles.
Mandatory Informal Dispute Resolution. If you have any dispute with Beeline arising out of or relating to this Agreement or the Services or the interpretation, performance, breach, termination, enforcement, interpretation or validity of these agreements or any of their provisions, you agree to notify Beeline in writing with a brief, written description of the dispute and your contact information, and Beeline will have thirty (30) days from the date of receipt within which to attempt to resolve the dispute to your reasonable satisfaction. If the Parties are unable to resolve the dispute through good faith negotiations over such thirty (30) day period under this informal process, either Party may pursue the resolution of the dispute in accordance with the arbitration provisions of Section 12.
Entire Agreement. This Agreement and any terms and policies that are incorporated into this Agreement by reference constitute the entire agreement and supersede any prior agreements between you and Beeline with respect to the subject matter hereof. This Agreement supersedes and replaces all prior and contemporaneous agreements, proposals, or representations, written or oral, between Beeline and you or any Affiliate.
Waiver and Severability. No waiver of any provision of this Agreement by Beeline will be effective unless in writing and signed by Beeline. No waiver by either Party of any breach or default hereunder will be deemed to be a waiver of any preceding or subsequent breach or default. If any provision of this Agreement is held by a court of competent jurisdiction to be contrary to law, the provision will be modified by the court and interpreted so as best to accomplish the objectives of the original provision to the fullest extent permitted by law, and the remaining provisions of this Agreement will remain in effect.
Assignment. You may not assign, delegate, or transfer this Agreement in whole or in part, without Beeline’s prior written consent. Beeline may assign, transfer, or sublicense any or all of Beeline’s rights or obligations under this Agreement without restriction.
Notices. Any notices provided by Beeline under this Agreement, you hereby consent to receive.
Force Majeure. Neither Party will be liable for any failure or delay in performance under this Agreement (other than for delay in the payment of money due and payable hereunder) for causes beyond that Partys reasonable control and occurring without that Party’s fault or negligence, including, but not limited to, acts of God, acts of government, flood, fire, civil unrest, acts of terror, strikes or other labor problems (other than those involving Beeline’s or your employees, respectively), computer attacks (by government/nation entities or otherwise) or malicious acts, such as attacks on or through the Internet, any Internet service provider, telecommunications or hosting facility. Dates by which performance obligations are scheduled to be met will be extended for a period of time equal to the time lost due to any delay so caused.
Electronic Communications and Signatures. You agree to the use of electronic communication in order to enter into agreements and place orders, and to the electronic delivery of notices, policies, and records of transactions initiated or completed through the Services. Furthermore, you hereby waive any rights or requirements under any laws or regulations in any jurisdiction that require an original (non-electronic) signature or delivery or retention of non-electronic records, to the extent permitted under applicable law.
Relationship of the Parties. This Agreement does not, and will not be construed to, create any partnership, joint venture, employer-employee, agency, or franchisor-franchisee relationship between you and Beeline.

14. Certain Definitions.

For the purposes of this Agreement, the following capitalized terms will have the meanings set forth for each of them below. Various other terms are defined in the text of this Agreement.

“Affiliate” means any entity that directly or indirectly controls, is controlled by, or is under common control with you (or if applicable to us, with Beeline), and that has been designated to receive Services under this Agreement. "Control" for purposes of this definition means the power to direct or cause the direction of the management and policies of the subject entity, whether through equity ownership, a credit arrangement, franchise agreement, or other contractual arrangement. Your "Affiliate" also includes any of your business locations and any Franchisees that have been designated to receive Services under this Agreement.
“Aggregated Data” means anonymized or aggregated data derived by or through the operation of the Services that is created by or on behalf of Beeline and that does not reveal any personally identifying information.
“Beeline Retailer” means any person or entity that is a participating retailer using the Services and is subject to this Agreement.
“Beeline Fulfillment Retailer” means any Beeline Retailer using Fulfillment Services and is subject to Fulfillment Additional Terms.
“Beeline Scheduling Retailer” means any Beeline Retailer using Scheduling Services and is subject to Scheduling Additional Terms.
“Beeline Subscription Plan(s)” means the free or paid level of membership to any membership or subscription offering from Beeline, including but not limited to Beeline Fulfillment and Beeline Scheduling.
“Confidential Information” means: (a) any software utilized by Beeline in the provision of the Services and its respective source code; (b) each Party’s business or technical information, including but not limited to the Documentation, information relating to software plans, designs, costs, prices, and names, business opportunities, personnel, research, development or know-how that is designated by the disclosing Party as “confidential” or “proprietary” or the receiving Party knows or should reasonably know is confidential or proprietary; and (c) any special pricing or other non-standard terms agreed to by the Parties in a separate written document.
“Documentation” means Beelines online user guides, documentation, and help and training materials, as may be updated by Beeline from time to time and any other materials provided by Beeline as part of the Services.
“Rider” means a business or individual that schedules or purchases products or services from you through the Services or otherwise interacts with you through the Services.
“Rider Data” means all data, information, or other material about a Rider that you, an Affiliate, or Rider provides or submits to the Services.
“Franchisee” means any party that is bound by a franchise agreement with you and that you have designated to receive Services under this Agreement. Franchisees are bound by the terms of this Agreement as if they were an original party hereto.
“Marketing Services” means Beelines online marketing platform, which allows consumers to locate Beeline subscribers and evaluate, review, and book their services, directly through the Beeline App and through our partner applications.
“Privacy Policy” means the Beeline Privacy Policy accessible at this Website or such URL as specified by Beeline and may be updated by Beeline from time to time.
“Program Terms” mean the Beeline Connect Program accessible at beelineconnect.com/programterms and may be updated by Beeline from time to time.
“Services” means the Software Services, the Website, and the Apps. “Services” excludes Third Party Offerings.
“Third Party Offerings” means any third-party products, applications, websites, implementations, or services, including loyalty programs, that the Services link to or that interoperate with or are used in conjunction with the Services.
“Website” means www.beelineconnect.com and any other websites through which Beeline makes the Services available and as may be updated by Beeline from time to time.
“Your Data” means any data, information, or material provided or submitted or made available by you and Affiliates to the Services. Your Data may include Rider Data (or their representatives data), but excludes Aggregated Data.