Terms of Use
These terms of use (the "Terms of Use") are a binding agreement between you and Beanstalk Benefits, Inc., a Delaware corporation ("Beanstalk," "us," "our," or "we"), governing your access to and use of our specialty benefits marketplace, made available at https://www.beanstalkbenefits.com/, and any related services provided to you by Beanstalk, including our personalized guidance support services (collectively, the "Services"). We acknowledge and you acknowledge that these Terms of Use are between Beanstalk and you, and not with any other third party.
PLEASE READ THE TERMS OF USE CAREFULLY BEFORE YOU ACCESS THE SERVICES OR START USE OF THE SERVICES. BY ACCEPTING THESE TERMS OF USE, EITHER BY CLICKING TO ACCEPT OR AGREE OR BY ACCESSING THE SERVICES, YOU ACKNOWLEDGE AND REPRESENT THAT (A) YOU HAVE READ AND UNDERSTAND THESE TERMS OF USE, (B) YOU ARE 18 YEARS OF AGE OR OLDER, AND (C) YOU ACCEPT AND AGREE TO THE TERMS OF THESE TERMS OF USE WITHOUT LIMITATION OR QUALIFICATION.
Your use of our Services is also subject to our Privacy Policy, which is incorporated by reference into these Terms of Use. Please review our Privacy Policy carefully to understand how we collect, use, and protect your personal information.
1. Access and License.
1.1 Provided that you are not under the age of 18 years old, Beanstalk grants you a non-exclusive, non-transferable, revocable worldwide right to use the Services, subject to these Terms of Use (the "License"). You grant to Beanstalk the non-exclusive, worldwide right to use, copy, store, transmit, and display Your Data solely to the extent necessary to provide the Services. All rights not expressly granted to you are reserved by Beanstalk and its licensors. For the purposes hereof, "Your Data" means any data or information of any kind provided or submitted by you to Beanstalk or entered electronically in the course of using the Services.
1.2 You agree that you will not or attempt to: (i) duplicate, copy, sell, resell, commercially exploit for any purpose, disrupt or interferer with any portion of, use of, or access to the Services; (ii) use the Services for any purpose other than your personal education; (iii) directly or indirectly provide access to the Service to any other person; or (iv) violate any applicable law or regulation.
1.3 You are responsible for your access and use of the Services. You will (i) immediately notify Beanstalk of any unauthorized use of any account or any other known or suspected breach of security and (ii) assure that your access and use of the Services and Your Data will comply at all times with all applicable law.
1.4 In order to access certain features of the Services, you may be required to create a user account. You are responsible for maintaining the confidentiality of your account information, including your password, and for all activity that occurs under your account. You agree to notify us immediately of any unauthorized use of your account or password, or any other breach of security. You may not share your account or password with anyone, and you agree to prevent unauthorized access to your account.
2. Intellectual Property Rights; Your Data; Copyright Infringement Notification Process.
2.1 The Services are protected by intellectual property rights (the "Intellectual Property Rights"), and any unauthorized use of the Services may violate such Intellectual Property Rights, applicable laws and these Terms of Use. Beanstalk and its licensors own all right, title, and interest in and to the Intellectual Property Rights. These Terms of Use do not convey or transfer any ownership rights to you. If you make a suggestion to us to for any type of addition or other change to the Services (the "Feedback"), you agree that Beanstalk shall own the Feedback and you are not entitled to any money, credit, or other compensation. The trademarks, logos, and service marks displayed on the Services, including, without limitation, " Beanstalk Benefits," are the property of Beanstalk or other third parties. You are not permitted to use these marks without the prior written consent of Beanstalk or such third party that may own the marks. You may not remove or obscure any copyright notice or other proprietary notices contained with the Services.
2.2 You, not Beanstalk, shall have sole responsibility of all Your Data, and Beanstalk shall not be responsible or liable for the deletion, correction, destruction, damage, loss, or failure to store any of Your Data. While using the Services, you agree that you will not upload, post, email, transmit, or otherwise make available any of Your Data that: (i) is unlawful or otherwise objectionable; (ii) creates a risk of harm, loss, or damage to any person or property; (iii) seeks to harm or exploit minors in any way; (iv) violates, or encourages any conduct that violates, applicable law; or (v) infringes any third party's rights. Upon termination for breach, your right to access or use Your Data immediately ceases, and Beanstalk shall have no obligation to maintain or forward any of Your Data.
2.3 You understand that the technical processing and transmission of Your Data (including the possible transmission of Your Data outside its country of origin) may be necessary to your use of the Services and content offered on or through the Services, and consent to our interception and storage of Your Data. You understand that you or Beanstalk may be transmitting Your Data over the Internet, and over various networks, only part of which may be owned and operated by Beanstalk. You agree that Beanstalk is not responsible for any portions of Your Data that are lost, altered, intercepted, or stored without authorization during the transmission of Your Data across networks not owned and operated by Beanstalk.
2.4 Beanstalk abides by the Federal Digital Millennium Copyright Act (the "DMCA"). If you believe that any content included on the Services is your proprietary work and has been copied in a way that constitutes an infringement of your copyrights in that work, please immediately notify Beanstalk of any such infringement. Please also note that, under the DMCA, any person who knowingly materially misrepresents that material or activity is infringing or was removed or disabled by mistake or misidentification may be subject to liability. Your written notice should be sent to our designated agent as follows:
DMCA Complaints:
Beanstalk Benefits, Inc.
Attn: Legal
539 Brandymede Road
Bryn Mawr, PA 19010
Telephone: 484-716-1794
Email: msydney@beanstalkbenefits.com
All reports and inquiries will be kept confidential, except to the extent necessary to investigate any alleged violation and enforce the terms and conditions of these Terms of Use. Before sending either a copyright infringement notification or counter-notification, you may wish to contact a lawyer to better understand your rights and obligations under the DMCA and other applicable laws. The following notice requirements are intended to comply with our rights and obligations under the DMCA and do not constitute legal advice. Beanstalk will remove the infringing content, subject to the procedures outlined in the DMCA.
To file a copyright infringement notification with us, you will need to send a written communication that includes substantially the following (please consult your legal counsel or see 17 U.S.C. Section 512(c)(3) to confirm these requirements): (1) a physical or electronic signature of a person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed; (2) identification of the copyrighted work claimed to have been infringed, or, if multiple copyrighted works at a single online site are covered by a single notification, a representative list of such works at that site; (3) identification of the material that is claimed to be infringing or to be the subject of infringing activity and information reasonably sufficient to permit the service provider to locate the material; (4) information reasonably sufficient to permit the service provider to contact the complaining party, such as an address, telephone number, and, if available, an email address; (5) a statement that the complaining party has a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law; and (6) a statement that the information in the notification is accurate, and under penalty of perjury, that the complaining party is authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.
If Your Data has been taken down, you may elect to send us a counter notice. To be effective, your counter notice must be a written communication provided to our designated agent that includes substantially the following (please consult your legal counsel or see 17 U.S.C. Section 512(g)(3) to confirm these requirements): (1) a physical or electronic signature of the subscriber; (2) identification of the material that has been removed or to which access has been disabled, and the location at which the material appeared before it was removed or access to it was disabled; (3) a statement under penalty of perjury that the subscriber has a good faith belief that the material was removed or disabled as a result of mistake or misidentification of the material to be removed or disabled; and (4) the subscriber's name, address, and telephone number, and a statement that the subscriber consents to the jurisdiction of Federal District Court for the judicial district in which the address is located, or if the subscriber's address is outside of the United States, for any judicial district in which the service provider may be found, and that the subscriber will accept service of process from the person who provided notification under subsection (c)(1)(C) or an agent of such person.
2.5 Our Services may contain links to third-party websites or services that we do not own or control. We are not responsible for the content, privacy policies, or practices of any third-party websites or services. You acknowledge and agree that we are not liable for any loss or damage which may be incurred as a result of the availability of those external sites or resources, or as a result of any reliance placed by you on the completeness, accuracy or existence of any advertising, products or other materials on, or available from, such websites or resources.
3. Term and Termination. The term for your access to and use of the Services shall commence upon the date you accept these Terms of Use and shall continue for the time period as set forth by Beanstalk (the "Term"). Beanstalk may at any time and for any reason, in its sole discretion, suspend or terminate your access and use of the Services or deactivate or delete your account and all related information, including Your Data with or without prior notice. Once terminated, you shall cease any use of the Services. You acknowledge and agree that Beanstalk will not be liable to you or any third party in connection with any termination of your access to or use of the Services pursuant to the terms hereof. Sections 5 and 6 of these Terms of Use, and the obligations and restrictions placed on you hereunder, shall survive termination.
4. Disclaimer of Warranties/Limitation of Liability.
4.1 THE SERVICES MAY BE SUBJECT TO LIMITATIONS, DELAYS, AND OTHER PROBLEMS INHERENT IN THE USE OF THE INTERNET AND ELECTRONIC COMMUNICATIONS. AS SUCH, THE SERVICES ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS. TO THE FULL EXTENT PERMISSIBLE BY APPLICABLE LAW, BEANSTALK AND ITS SUBSIDIARIES, PARTNERS, AFFILIATES, OFFICERS, DIRECTORS, STOCKHOLDERS, MANAGERS, MEMBERS, EMPLOYEES, AGENTS, AND LICENSORS (COLLECTIVELY, THE " BEANSTALK PARTIES") DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. THE BEANSTALK PARTIES DO NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE, THAT DEFECTS WILL BE CORRECTED, THAT THE SERVICES OR SERVERS THAT MAKE THE SERVICES AVAILABLE WILL BE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS, OR THAT THE SERVICES WILL MEET YOUR APPLICABLE REQUIREMENTS.
4.2 YOU EXPRESSLY AGREE THAT YOUR USE OF THE SERVICES IS AT YOUR SOLE RISK. YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR MOBILE DEVICE OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOADING OF ANY CONTENT OR DATA THROUGH THE SERVICES. WE RESERVE THE RIGHT TO RESTRICT OR TERMINATE YOUR ACCESS TO THE SERVICES OR ANY FEATURE OR PART THEREOF AT ANY TIME. THE BEANSTALK PARTIES ASSUME NO RESPONSIBILITY FOR THE DELETION OR MIS-DELIVERY OF, OR FAILURE TO STORE, ANY CONTENT, DATA, OR PERSONALIZATION SETTINGS.
4.3 YOU UNDERSTAND AND AGREE THAT THE BEANSTALK PARTIES WILL NOT BE LIABLE TO YOU FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR EXEMPLARY DAMAGES, INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA, OR OTHER INTANGIBLE LOSSES (EVEN IF A BEANSTALK PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), RESULTING FROM (i) YOUR USE OR ACCESS OF, OR INABILITY TO USE OR ACCESS, THE SERVICES; (ii) THE COST OF PROCUREMENT OF SUBSTITUTE GOODS AND SERVICES RESULTING FROM ANY GOODS, DATA, INFORMATION, OR SERVICES PURCHASED OR OBTAINED OR MESSAGES RECEIVED OR TRANSACTIONS ENTERED INTO THROUGH OR FROM THE SERVICES; (iii) UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR TRANSMISSIONS OR DATA; OR (iv) ANY OTHER MATTER RELATING TO THE SERVICES. IN NO EVENT SHALL BEANSTALK'S TOTAL CUMULATIVE LIABILITY EXCEED THE AMOUNT PAID BY (AND NOT OTHERWISE REFUNDED TO) YOU TO BEANSTALK FOR USE OF THE SERVICES DURING THE TWELVE (12) MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM FOR DAMAGES.
5. Indemnification and Release.
5.1 You agree to indemnify, defend, and hold harmless the Beanstalk Parties for, from, and against all losses, expenses, damages, and costs, including reasonable attorneys' fees, arising out of or relating to any violation of these Terms of Use by you or any other actions connected with your use of the Services. Your indemnification obligations include, without limitation, claims arising out of any of Your Data, as well as any claims arising out of acts or omissions by any other person or entity who gains access to the Services through your registration information, either with your permission or as a result of your failure to use reasonable security measures.
5.2 Other than as set forth herein, Beanstalk is not directly involved in the actual transaction between you and your benefits provider (the "Provider") using the Services. As we are not involved in the actual direct transaction between you and the Provider, in the event that you have a dispute with the Provider, you release the Beanstalk Parties from claims, demands, and damages (actual and consequential) of every kind and nature, known and unknown, suspected and unsuspected, disclosed and undisclosed, arising out of or in any way connected with such disputes. If you are a California resident, you waive any and all rights and benefits conferred by the provisions of Section 1542 of the Civil Code of the State of California, which provides as follows:
A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR OR RELEASING PARTY DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE AND THAT, IF KNOWN BY HIM OR HER WOULD HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR OR RELEASED PARTY.
6. Modification of the Terms of Use. We may revise and update these Terms of Use from time to time in our sole discretion. All changes are effective immediately when posted, or up to thirty (30) days after publication where required by law, and apply to all access to and use of the Services thereafter. Your continued use of the Services following the posting of changes to these Terms of Use means that you accept and agree to such changes. It is your responsibility to check these Terms of Use periodically for changes, as these changes are binding on you.
7. Injunctive Relief. Your breach of these Terms of Use may result in immediate and irreparable harm to us, for which there may be no adequate remedy at law, and, therefore, you agree that we are entitled to equitable relief to compel you to cease and desist all unauthorized use, evaluation, and disclosure of information obtained through the Services, which is in addition to any other remedies available at law or in equity.
8. Governing Law. These Terms of Use shall be governed by the laws of the State of Delaware and controlling U.S. federal law. The Uniform Computer Information Transactions Act, the United Nations Convention on the International Sale of Goods, and choice of law rules of any jurisdiction will not apply to these Terms of Use. Any legal action or proceeding relating to these Terms of Use shall be instituted in a state or federal court in New Castle County, Delaware, and each party hereby submits to the exclusive personal jurisdiction of such courts and waives any defense relating to venue or forum non convenience.
9. No Waiver; Severability. A waiver of any breach of any provision of these Terms of Use is not a waiver of any repetition of such breach and will not in any manner affect any other terms or conditions of these Terms of Use. We do not waive any rights by the failure to enforce any provision of these Terms of Use in every instance in which it might apply. In the event that any provision of these Terms of Use is held to be unenforceable, it will not affect the validity or enforceability of the remaining provisions, and will be replaced by an enforceable provision that is the closest to the intention underlying the unenforceable provision.
10. Assignability. We may assign our rights and delegate our duties under these Terms of Use, either in whole or in part, at any time without notice. You may not assign, sublicense, or otherwise transfer your rights or obligations, in whole or in part, under these Terms of Use to anyone else without our prior written consent.
11. Relationship. This Agreement does not establish any relationship of partnership, joint venture, employment, franchise, or agency between you and us.
12. Force Majeure. Neither party shall be liable for any failure or delay in performing its obligations under these Terms of Use, if such failure or delay is caused by acts beyond its reasonable control, including, but not limited to, acts of God, acts of government, acts of terrorism, natural disasters, strikes, or any other events or circumstances beyond the reasonable control of the party affected.
13. Entire Agreement. These Terms of Use and the Privacy Policy constitute the entire agreement between you and Beanstalk regarding your access to and use of the Services, and supersede all prior and contemporaneous agreements, understandings, representations, and warranties, both written and oral, regarding the same.