Terms of Service
1. Acceptance of Terms of Service
The following terms and conditions (collectively, the “Terms of Service” or “TOS”) govern your access to and use of Germinate LLC’s (“Company”, “we” or “us”) website behca.com, including any content, functionality and services offered thereby and any successor URL, sub-domain and/or syndication of the foregoing (collectively the “Website”).
PLEASE READ THE TERMS OF SERVICE CAREFULLY BEFORE YOU START USING THE WEBISTE. BY USING THE WEBISTE OR BY CLICKING TO ACCEPT OR AGREE TO THE TERMS OF SERVICE WHEN THIS OPTION IS MADE AVAILABLE TO YOU, YOU ACCEPT AND AGREE TO BE BOUND AND ABIDE BY THESE TERMS OF SERVICE. IF YOU DO NOT WANT TO AGREE TO THESE TERMS OF SERVICE, YOU MUST NOT ACCESS OR USE THE WEBSITE.
3. Changes to the Terms of Service and the Website.
We reserve the right to update the Website and these TOS from time to time, at our sole discretion. All changes are effective immediately when we post them. We will make sure to announce any major change in a prominent way. These TOS are always available on the Website for you to track via third party TOS tracking services. Your continued use the Website following the publishing of updated TOS means that you accept and agree to the changes.
4. Accessing the Website, Security, and Privacy.
We reserve the right to withdraw or amend this Website, and any service or material we provide on the Website, in our sole discretion without notice.We work hard to ensure that the Website is always available to you, but we cannot guarantee that the Website will be up and running at all times. We will not be liable if for any reason all or any part of the Website is unavailable at any time or for any period, nor for any data loss (see also Section 10 below). From time to time, we may restrict access to some parts of the Website, or the entire Website, or users including registered users.
You are responsible for making all arrangements necessary for you to have access to the Website. If you allow any persons to access the Website through your internet connection, you must ensure that they are aware of these TOS and comply with them.
To access certain features of the Website you must register by entering your email and choosing a password as part of our security procedures. You must treat such information as confidential, only disclosing it to relevant parties, and assuming all liability for such disclosures. There is a password reset procedure in case you forget your password, but please notify us of any breach of security. We highly recommend you choose a strong password and that you log out from your account at the end of every session.
5. Intellectual Property Rights and Use Guidelines.
The Website and its entire Content (as defined below, but excluding User Content), features and functionality (including the “look and feel”), are owned by the Company and are protected by United States and international copyright, trademark, patent, trade secret and other intellectual property or proprietary rights law. You agree to: (i) use the Website solely for internal business or personal purposes; (ii) not copy, modify, create derivative works of, publicly display, publicly perform or republish any of our copyrighted material, except to the extent permitted by these TOS; (iii) not scrape, extract or otherwise index any data made available via the Website; (iv) not sell, distribute or otherwise make available any of the data available via the Website to any third-party; (v) not interfere with or disrupt the integrity or performance of the Website; (vi) not access the Website in order to build a competitive product or service, copy any features, functions or graphics of the Website or monitor the availability and/or functionality of the Website for any benchmarking or competitive purposes.
For purposes of these TOS, the term “Content” includes, without limitation, all information, data, text, photographs, videos, audio clips, written posts and comments, software, scripts, graphics, and interactive features generated provided, or otherwise made accessible on or through the Website. For the purposes of these TOS, “Content” also includes all User Content (defined below).
All Content added, created, uploaded, submitted, distributed, or posted to the Website by you or other Website users (collectively “User Content”) whether publicly posted or privately transmitted, is the sole responsibility of the person who originated such User Content. You represent that all User Content provided by you is accurate, complete, up-to-date, and in compliance with all applicable laws, rules and regulations. You acknowledge that all Content, including User Content, accessed by you using the Website is at your own risk and you will be solely responsible for any damage or loss to you or any other party resulting therefrom. We do not guarantee that any Content you access on or through the Website is or will continue to be accurate.
By submitting public User Content through the Website, you hereby do and shall grant us a worldwide, non-exclusive, perpetual, royalty-free, fully paid, sublicensable and transferable license to use, edit, modify, reproduce, distribute, prepare derivative works of, display, perform, and otherwise fully exploit the User Content in connection with the Website and our (and our successors’ and assigns’) businesses, including without limitation, for promoting and redistributing part or all of the Website (and derivative works thereof) in any media formats and through any media channels (including, without limitation, third party websites and feeds). You also hereby do and shall grant each user of the Website a non-exclusive, perpetual license to access your User Content through the Website, and to use, edit, modify, reproduce, distribute, prepare derivative works of, display and perform such User Content. For clarity, the foregoing license grants to us and our users does not affect your other ownership or license rights in your User Content, including the right to grant additional licenses to your User Content, unless otherwise agreed in writing. You represent and warrant that you have all rights to grant such licenses to us without infringement or violation of any third-party rights, including without limitation, any privacy rights, publicity rights, copyrights, trademarks, contract rights, or any other intellectual property or proprietary rights.
We do not guarantee that any Content will be made available on the Website. We reserve the right to, but do not have any obligation to: (i) remove, edit or modify any Content in our sole discretion, at any time, without notice to you and for any reason (including, but not limited to, upon receipt of claims or allegations from third parties or authorities relating to such Content or if we are concerned that you may have violated these TOS), or for no reason at all and (ii) to remove or block any Content from the Website.
You are permitted to use the Website for your personal, non-commercial use, or legitimate business purposes, if your activities are lawful and in accordance with these TOS. Prohibited uses include violation of laws and regulations, hacking the Website in any manner, or violating the Content Standards described in Section 7 below. No right, title or interest in or to the Website or any content on the site is transferred to you, and all rights not expressly granted are reserved by the Company. Any use of the Website not expressly permitted by these TOS is a breach of these TOS, can lead to account termination and may violate copyright, trademark and other laws.
We encourage your feedback, in the form of reviews, comments, and suggestions or recommendations for modifications, improvements or changes to the Website that you may choose in your sole discretion to provide us from time to time (“Feedback”). When you provide Feedback, you grant us a non-exclusive, royalty-free, worldwide, transferable, sub-licensable, irrevocable, perpetual license to use that Feedback or to incorporate it into the Website or other products or services.
The Website may contain Content specifically provided by us, our partners or our users and such Content is protected by copyrights, trademarks, service marks, patents, trade secrets or other proprietary rights and laws. You shall abide by and maintain all copyright notices, information, and restrictions contained in any Content accessed through the Website.
The Company name, the term “BEHCA” and “behca.com”, and all related names, logos, product and service names, designs and slogans are trademarks of the Company or its affiliates or licensors. You must not use such marks without the prior written permission of the Company. All other names, logos, product and service names, designs and slogans on this Website are the trademarks of their respective owners.
7. User Contributions and Content Standards
The Website may include message boards, forums and/or other interactive features that allow you to upload, post, submit, publish, display or transmit your User Content to other users. You agree that all User Content must be lawful and be clear of virus or other malware. More specifically, but without limiting the foregoing, it must comply with the following Content Standards:
- Not send spam or otherwise distribute unsolicited messages in violation of applicable laws.
- Not send or store material containing software viruses, worms, Trojan horses or other harmful computer code, files, scripts, agents or programs.
- Not contain any material which is defamatory, obscene, indecent, abusive, offensive, harassing, violent, hateful, inflammatory or otherwise objectionable.
- Not promote sexually explicit or pornographic material, violence, or discrimination based on race, sex, religion, nationality, disability, sexual orientation or age.
- Not infringe any patent, trademark, trade secret, copyright or other intellectual property rights of any other person.
- Not violate the legal rights (including the rights of publicity and privacy) of others or contain any material that could give rise to any civil or criminal liability under applicable laws or regulations or that otherwise may conflict with these TOS.
- Not be likely to deceive any person.
- Not promote any illegal activity, or advocate, promote or assist any unlawful act.
- Not cause annoyance, inconvenience or needless anxiety or be likely to upset, embarrass, alarm or annoy any other person.
- Not be used to impersonate any person, or to misrepresent your identity or affiliation with any person or page.
- Not involve commercial activities or sales, such as contests, sweepstakes and other sales promotions, barter or advertising.
- Not give the impression that they emanate from us or any other person or entity, if this is not the case.
- Not used, if public, as test empty documents with no actual content, or typing exercises.
8. Legal Disclosure
We do not undertake to review all material before it is posted on the Website, and cannot ensure prompt removal of objectionable material after it has been posted. Accordingly, we assume no liability for any action or inaction regarding transmissions, communications or content provided by any user or third party. In the unlikely event we receive a disclosure request from an authorized party, we reserve the right to disclose user identities when required to do so by the law, including in response to a law enforcement request supported by a valid court order. You waive and hold harmless the Company from any claims resulting from any action taken by the Company during or as a result of its investigations and from any actions taken because of investigations by either the Company or law enforcement authorities.
9. Disclaimer of Warranties
We cannot and do not guarantee or warrant that files available for downloading from the Internet or the Website will be free of viruses or other destructive code. You are responsible for implementing sufficient procedures and checkpoints to satisfy your requirements for anti-virus protection and accuracy of data input and output, and for maintaining a means external to our Website for any reconstruction of any lost data. WE WILL NOT BE LIABLE FOR ANY LOSS OR DAMAGE CAUSED BY A DISTRIBUTED DENIAL-OF-SERVICE ATTACK, VIRUSES OR OTHER TECHNOLOGICALLY HARMFUL MATERIAL THAT MAY INFECT YOUR COMPUTER EQUIPMENT, COMPUTER PROGRAMS, DATA OR OTHER PROPRIETARY MATERIAL DUE TO YOUR USE OF THE WEBSITE OR ANY SERVICES OBTAINED THROUGH THE WEBSITE OR TO YOUR DOWNLOADING OF ANY MATERIAL POSTED ON IT.
YOUR USE OF THE WEBSITE, ITS CONTENT AND ANY SERVICES OBTAINED THROUGH THE WEBSITE IS AT YOUR OWN RISK. THE WEBSITE, ITS CONTENT AND ANY SERVICES OBTAINED THROUGH THE WEBSITE ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, WITHOUT ANY WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED. NEITHER THE COMPANY NOR ANY PERSON ASSOCIATED WITH THE COMPANY MAKES ANY WARRANTY OR REPRESENTATION WITH RESPECT TO THE COMPLETENESS, SECURITY, RELIABILITY, QUALITY, ACCURACY OR AVAILABILITY OF THE WEBSITE. WITHOUT LIMITING THE FOREGOING, NEITHER THE COMPANY NOR ANYONE ASSOCIATED WITH THE COMPANY REPRESENTS OR WARRANTS THAT THE WEBSITE, ITS CONTENTS OR ANY SERVICES OBTAINED THROUGH THE WEBSITE WILL BE ACCURATE, RELIABLE, ERROR-FREE OR UNINTERRUPTED, THAT DEFECTS WILL BE CORRECTED, THAT OUR SITE OR THE SERVER THAT MAKES IT AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS OR THAT THE WEBSITE OR ANY SERVICES OBTAINED THROUGH THE WEBSITE WILL OTHERWISE MEET YOUR NEEDS OR EXPECTATIONS.
THE COMPANY HEREBY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE, INCLUDING BUT NOT LIMITED TO ANY WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT AND FITNESS FOR PARTICULAR PURPOSE.
THE FOREGOING DOES NOT AFFECT ANY WARRANTIES WHICH CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.
10. Limitation of Liability
IN NO EVENT WILL THE COMPANY, ITS AFFILIATES OR THEIR LICENSORS, SERVICE PROVIDERS, EMPLOYEES, AGENTS, MEMBERS, OFFICERS OR DIRECTORS BE LIABLE FOR DAMAGES OF ANY KIND, UNDER ANY LEGAL THEORY, ARISING OUT OF OR IN CONNECTION WITH (I) YOUR USE, OR INABILITY TO USE, THE WEBSITE, ANY CONTENT ON THE WEBSITE OR ANY SERVICES OBTAINED THROUGH THE WEBSITE OR (II) ANY EVENTS ARISING FROM YOUR USE AND/OR EXPLOITATION OF THE SERVICES PROVIDED BY THE WEBSITE. THIS DISCLAIMER INCLUDES ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO, DAMAGES FOR PERSONAL INJURY, PAIN AND SUFFERING, EMOTIONAL DISTRESS, LOSS OF REVENUE, LOSS OF PROFITS, LOSS OF BUSINESS OR ANTICIPATED SAVINGS, LOSS OF USE, LOSS OF GOODWILL OR LOSS OF DATA, WHETHER CAUSED BY TORT (INCLUDING NEGLIGENCE), BREACH OF CONTRACT OR OTHERWISE, EVEN IF FORESEEABLE. THE FOREGOING DOES NOT AFFECT ANY LIABILITY WHICH CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.
You agree to indemnify and hold the Company harmless against any and all claims and expenses, including attorneys’ fees, arising out of your use of the Website, including, but not limited to, out of your violation of these TOS. You agree to use the Website only for lawful purposes. You agree to indemnify the Company against any usage of the Website that may lead to legal recourse by any third-party.
12. Geographic & Technological Restrictions
14. Governing Law and Jurisdiction
These TOS and any dispute or claim arising out of, or related to them, shall be governed by and construed in accordance with the internal laws of the State of Oregon without giving effect to any choice or conflict of law provision or rule. Any legal suit, action or proceeding arising out of, or related to, these TOS or the Website shall be instituted exclusively in the federal courts of the United States or the courts of the State of Oregon.
15. Waiver and Severability
Our failure to exercise or enforce any right or provision of the TOS shall not constitute a waiver of such right or provision. The TOS constitutes the entire agreement between you and the Company and govern your use of the Website, superseding any prior agreements (including, but not limited to, any prior versions of the TOS). If any provision of these TOS is held by a court of competent jurisdiction to be invalid, illegal or unenforceable for any reason, such provision shall be eliminated or limited to the minimum extent such that the remaining provisions of the TOS will continue in full force and effect.