February 9, 2018
Terms of Service
This AGREEMENT contains the terms and conditions of service, as may be modified or supplement from time to time (the “Terms”) of BEntities.com (the “Site”). These Terms explain the rules that govern your access to and use of the Site, the applications made available through the Site (the Software) and the information, features, content and services provided through the Site and by BEntities, LLC – all of which we’ll call the Services.
BY USING OR ACCESSING THE SERVICES, YOU’RE AGREEING TO THESE TERMS AND YOUR INTENT TO BE LEGALLY BOUND BY THE TERMS BY USING THE SITE AND/OR THE SERVICES. IF YOU DO NOT AGREE TO THESE TERMS, YOU MAY NOT USE THE SITE OR THE SERVICES.
You be at least eighteen (18) years of age to use the Services and to accept and agree to these Terms. If you are using the Services for an organization, you’re agreeing to the Terms on behalf of that organization, and you are representing and warranting to BEntities that have authority to do so.
These Terms may change. BEntities reserves the right to modify, supplement, replace – that is change – these Terms as and when BEntities decides it’s appropriate. BEntities will make all such changes publicly available by posting them here and putting the revision date at the top of this page. You agree that you will be bound by any changes to these Terms. You understand that BEntities may discontinue or restrict your use of the Site and/or the Service for any reason or no reason with or without notice.
BE SURE not to miss Sections at the end of these Terms for important limitations, disclaimers and waivers.
2. THE SERVICES
A. Description. BEntities provides consulting services to business owners in Pittsburgh and in the surrounding geographic area, guiding them through the B Impact Assessment (the “BIA” for short) utilizing One-on-One Quick Sessions, Quick Assessment Workshops, Full B Impact Assessment Sessions and/or On-Demand Benefit Officer services. BEntities strives to provide business owners with more accurate results on the BIA in less time. BEntities, however, cannot guaranty any particular result on the BIA or in any particular time frame and while BEntities has seen a lot, it has not seen all 78 versions of the BIA as of yet. So, you realize that some BIA questions may be new to us, too.
b. Geographic Limitation. Content in the Site concerning benefit companies concern Pennsylvania benefit corporations and Pennsylvania limited liability companies, only. The requirements for benefit companies vary from State to State with some material differences. You are advised to contact an attorney in the State in which your company is organized to determine if a benefit company option exists for you and what your State requires.
c. No Attorney-Client Relationship. Your One-on-One Quick Session, Full B Impact Assessment Session, Quick Assessment Workshop or On-Demand Benefit Officer services may be conducted by an attorney licensed to practice law. While rendering the Services, s/he may provide general legal advice concerning benefit company business models and B Corporation certification, but in no way is an attorney-client relationship with anyone utilizing the Services created. This means, among other things, that no information provided to the attorney is protected by an attorney-client privilege and no conflicts of interests rules apply. You acknowledge and agree that a separate engagement specifically retaining the person in his or her capacity as a lawyer, and not through BEntities, is required in order to create any attorney-client relationship.
d. No Guaranty. BEntities makes no guaranty – whatsoever – concerning your capacity to achieve a particular BIA score, qualify as a benefit company, or obtain the B Corporation certification.
e. Reservation of Rights. The capacity of BEntities to render its Services requires mutual cooperation and effort on your part, including the provision of accurate answers and documentation. If, in its sole discretion, BEntities determines there is a lack of communication and cooperation in completing Services that comprise the Full B Impact Assessment Session or that are rendered as an On-Demand Benefit Officer, BEntities reserves the right to terminate, modify, suspend or discontinue any portion of our Services at any time and for any reason. You understand that may happen. Your continued use of the Site and/or our Services acknowledges your acceptance of these Terms, and everything they entail, including the right of BEntities to impose limits on your use of the Site or any of the Services BEntities offers without notice or liability to BEntities.
3. FEES AND REFUNDS
A. Fees. We may change our fees at any time. When applicable, we will give you advance notice of the fee changes and new fee changes will not apply retroactively.
B. Refunds. Registration fees for Quick Assessment Workshops are non-refundable. You may have someone else appear in your place if you become unable to attend, but BEntities is not responsible for and will not be obligated to refund your Quick Assessment Workshop registration fee under any circumstance. In the event you are unable to attend your One-on-One Quick Session, you agree to reschedule the One-on-One Quick Session to another time mutually acceptable to you and BEntities and that BEntities will not be obligated to refund your One-on-One Quick Session fee under any circumstance.
4. LIMITED LICENSE TO USE SITE AND SERVICE
BEntities grants you a limited, non-exclusive, personal, non-sublicensable, non-assignable license to access and use the Site and Service subject to these Terms. All modiﬁcations and enhancements to the Site and Services remain the sole property of BEntities. You agree not to license, create derivative works from, transfer, sell or re- sell any information, content, or services obtained from the Site. You understand that BEntities, in its sole discretion, may at any time for any reason suspend or terminate any license hereunder and disable the Site, or any part thereof including any Service, without prior notice. BEntities reserves the right to add or remove features or functions to the Site or Service at any time in its sole discretion. Notwithstanding anything to the contrary herein, you may not: (i) cause, permit or authorize the modiﬁcation, creation of derivative works, translation, reverse engineering, decompiling, disassembling or hacking of the Site or Service; (iii) sell, assign, rent, lease, act as a service bureau, or grant rights in the Site or Service, including, without limitation, through sublicense, to any other entity without the prior written consent of BEntities; or (iv) make any false, misleading or deceptive statement or representation regarding BEntities and/or the Site or Service.
5. USE OF SITE AND SERVICE
A. When using our Site or Service, you agree you will not violate any applicable law or regulation. Without limiting the foregoing, you agree not to (i) make available through the Site any material or information that infringes any copyright, trademark, patent, trade secret, or other right of any party (including rights of privacy or publicity); (ii) institute, assist, or become involved in any type of attack including, without limitation, denial of service attacks, upon the Site and/or the Service or otherwise attempt to disrupt the Site and/or the Service or any other person’s use of the Site and/or the Service; or (iii) attempt to gain unauthorized access to the Site, Service, accounts registered to other users, or the computer systems or networks connected to the Site and/or the Service. Furthermore, you may not use the Site to develop, generate, transmit or store information that: (a) is defamatory, harmful, abusive, obscene or hateful; (b) in any way obstructs or otherwise interferes with the normal performance of another person’s use of the Site and/or the Service, (c) performs any unsolicited commercial communication not permitted by applicable law; (d) constitutes harassment or a violation of privacy or threatens other people or groups of people; (e) is harmful to children in any manner; (f) violates any applicable law, regulation or ordinance; (g) makes any false, misleading or deceptive statement or representation regarding BEntities and/or the Site or Service or (h) constitutes phishing, pharming or impersonates any other person, or steals or assumes any person’s identity (whether a real identity or online nickname or alias).
B. You understand that all data, information, text, software, graphics, video, messages, tags, or other materials (Content), whether publicly posted or privately transmitted, on the Site or through the use of the Site or the Service, are the sole responsibility of the person posting or transmitting such Content. BEntities does not control the Content posted on the Site or transmitted through the use of the Site or the Service and, as such, BEntities does not guarantee, and shall not be responsible for any deﬁciencies relating to, the accuracy, reliability or quality of such Content. Further, you acknowledge that BEntities may or may not pre-screen Content that is displayed on the Site or transmitted through the use of the Site or the Service. You understand that by visiting the Site or using the Service, you may be exposed to Content that you may consider to be oﬀensive, indecent or objectionable. Under no circumstances will BEntities be liable in any way for any user-generated Content including, but not limited to, any errors or omissions in any Content, or any loss or damage of any kind incurred as a result of the use of any Content posted, emailed, transmitted or otherwise made available on the Site or through the use of the Site or the Service.
C. The Site may provide forums and/or chat features enabling users to post user observations and comments. We cannot guarantee that other members or users will not use the ideas and/or information that you share. If you have ideas and/or information that you want to remain conﬁdential and/or do not want others to use, do not post them via the Site. We shall have no responsibility to evaluate, use or compensate you for any ideas and/or information that you submit on the Site or through the use of the Site or Service
D. All comments, feedback, suggestions, ideas, and other submissions that you disclose, submit or oﬀer to us in connection with your use of the Site or Service, such as your suggestions regarding improvements that we make to the Site or Service (collectively, Comments) will become our exclusive property. Such disclosure, submission or oﬀer of any Comments shall constitute an assignment to us of all worldwide right, title and interest in all patent, copyright, trademark, and all other intellectual property and other rights whatsoever in and to the Comments and a waiver of any claim based on moral rights, unfair competition, breach of implied contract, breach of conﬁdentiality, and any other legal theory relating to submissions. Thus, we will own exclusively all such right, title and interest and shall not be limited in any way in the use, commercial or otherwise, of any Comments. You should not submit any Comments to us if you do not wish to assign such rights to us. We are and will be under no obligation: (i) to maintain any Comments in conﬁdence; (ii) to pay to you or any third party any compensation for any Comments; or (iii) to respond to any Comments. You are and shall remain solely responsible for the content of any Comments you make. By posting Comments or any other content, you warrant and represent that you own the rights to such or are otherwise authorized to post, distribute, display, perform, transmit, or otherwise distribute such Comments and content and grant us the right to do the same. You hereby irrevocably waive any claims based on moral rights and similar theories, if any.
E. Your User Content, and the contents of all of your Comments and other online communications (including without limitation chat text, voice communications, IP addresses and your personal information) may be accessed and monitored as necessary to provide the Service and may be disclosed: (i) when we have a good faith belief that we are required to disclose the information in response to legal process (for example, a court order, search warrant or subpoena); (ii) to satisfy any applicable laws or regulations (iii) where we believe that the Site or Service is being used in the commission of a crime, including to report such criminal activity or to exchange information with other companies and organizations for the purposes of fraud protection and credit risk reduction; (iv) when we have a good faith belief that there is an emergency that poses a threat to the health and/or safety of you, another person or the public generally; and (v) in order to protect the rights or property of BEntities, including to enforce these Terms. By entering into these Terms, you hereby provide your irrevocable consent to such monitoring, access and disclosure.
F. When accessing the Site you agree to obey the law and to respect the intellectual property rights of others. Your use of the Site is at all times governed by and subject to laws regarding copyright ownership and use of intellectual property. You agree not to upload, download, display, perform, transmit, or otherwise distribute any information or content in violation of any third party’s copyrights, trademarks, or other intellectual property or proprietary rights. You shall be solely responsible for any violations of any relevant laws and for any infringements of third party rights caused by any content you provide or transmit, or that is provided or transmitted using your account. The burden of proving that any content does not violate any laws or third party rights rests solely with you.
6. THIRD PARTY PRODUCTS
Third Party Products are services, content, information and products that may be made available by BEntities on or through the Site provided solely for the convenience of Site users and BEntities makes no representations or warranties regarding any Third Party Products and takes no responsibility and assumes no liability for any Third Party Products. Third Party Products are subject to the applicable terms and policies of the third parties that oﬀer them.
The Site may contain links to websites operated by other parties. BEntities provides these links to other websites as a convenience, and use of these sites is at your own risk. The linked sites are not under the control of BEntities, and BEntities is not responsible for the content available on the other sites. Such links do not imply BEntities’ endorsement of information or material on any other site and BEntities disclaims all liability with regard to your access to and use of such linked websites.
8. DISCLAIMER OF WARRANTIES
THE SITE, SOFTWARE AND THE SERVICE ARE PROVIDED ON AN AS IS AND AS AVAILABLE BASIS FOR YOUR USE, WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION, WARRANTIES OF SATISFACTORY QUALITY, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, AND THOSE ARISING FROM COURSE OF DEALING OR USAGE OF TRADE. BENTITIES MAKES NO WARRANTY AS TO THE QUALITY, ACCURACY, COMPLETENESS OR RELIABILITY OF ANY CONTENT AVAILABLE THROUGH, OR THE PERFORMANCE OF, THE SITE, THE SOFTWARE OR THE SERVICE. YOU ARE RESPONSIBLE FOR VERIFYING ANY INFORMATION BEFORE RELYING ON IT. USE OF THE SITE, THE SOFTWARE AND/OR THE SERVICE IS AT YOUR SOLE RISK. BENTITIES DOES NOT WARRANT THAT YOU WILL BE ABLE TO ACCESS OR USE THE SITE, THE SOFTWARE AND/OR THE SERVICE AT THE TIMES OR LOCATIONS OF YOUR CHOOSING; THAT THE OPERATION OF THE SITE, THE SOFTWARE OR THE SERVICE WILL BE UNINTERRUPTED OR ERROR-FREE; THAT DEFECTS WILL BE CORRECTED; THAT THE SITE, THE SOFTWARE OR THE SERVICE IS FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS.
BENTITIES PROVIDES NO WARRANTY OR GUARANTY OF ANY KIND THAT THE SITE, THE SOFTWARE OR THE SERVICE WILL MEET YOUR EXPECTATIONS OR REQUIREMENTS.
Because some states or jurisdictions do not allow the disclaimer of implied warranties, the foregoing disclaimers may not apply to you.
9. LIMITATION OF LIABILITY; SOLE AND EXCLUSIVE REMEDY.
TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT SHALL BENTITIES OR ANY OF ITS AFFILIATES, TOGETHER WITH ITS RESPECTIVE DIRECTORS, OFFICERS, SHAREHOLDERS, EMPLOYEES AND AGENTS, BE LIABLE WITH RESPECT TO ANY SUBJECT MATTER OF THESE TERMS, WHETHER BASED IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY OR OTHER LEGAL OR EQUITABLE THEORY FOR (I) FOR ANY LOST OR CORRUPTED DATA, LOST PROFITS, LOSS OR DAMAGE TO ANY COMPUTER, MOBILE PHONE OR OTHER DEVICE OR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, OR SPECIAL OR EXEMPLARY DAMAGES ARISING OUT OF OR IN ANY WAY CONNECTED WITH ACCESS TO OR USE OF THE SITE, THE SOFTWARE AND/OR THE SERVICE, EVEN IF BENTITIES AND/OR ITS AFFILIATES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES; (II) THE USE OR THE INABILITY TO USE THE SITE, THE SOFTWARE OR THE SERVICE; (III) UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR TRANSMISSIONS OR DATA; (IV) STATEMENTS OR CONDUCT OF ANY THIRD PARTY ON THE SITE; (V) ANY OTHER MATTER RELATING TO THE SITE, THE SOFTWARE OR THE SERVICE; OR (VI) THE COST OF PROCURING SUBSTITUTE GOODS, SERVICES OR TECHNOLOGY. TO THE FULL EXTENT PERMISSIBLE UNDER APPLICABLE LAW, BENTITIES’ AGGREGATE LIABILITY TO YOU OR ANY THIRD PARTY IN ANY CIRCUMSTANCE SHALL NOT EXCEED THE FEES RECEIVED BY BENTITIES FROM YOU. YOU ACKNOWLEDGE AND AGREE THAT YOUR SOLE REMEDY FOR ANY PROBLEMS OR DISSATISFACTION WITH THE SITE, THE SOFTWARE OR ANY PORTION OF THE SERVICE IS TO TERMINATE YOUR ACCOUNT AND DISCONTINUE USE OF THE SITE, THE SOFTWARE AND THE SERVICE.
Because some states or jurisdictions do not allow the exclusion or the limitation of liability for consequential or incidental damages, in such states or jurisdictions, the liability of BEntities and its aﬃliates shall be limited to the fullest extent permitted by law.
You agree to defend, indemnify and hold BEntities, and its successors and assigns, and their respective oﬃcers, directors, aﬃliates, agents and employees, harmless from and against any and all claims, actions, proceedings and suits and all related liabilities, losses, damages, judgments, settlements, penalties, ﬁnes, costs and expenses (including, without limitation, reasonable attorneys fees and costs) arising out of or relating to (i) your use or misuse of the Site, the Software or the Service, (ii) your breach or alleged breach of these Terms, including, without limitation, a breach or alleged breach of any representation or warranty by you in these Terms; (iii) your violation of any law, rule, regulation or rights of others in connection with your use of the Site, the Software or the Service, or (iv) infringement, violation or misappropriation of any copyright, trade secret, or any other intellectual property rights or the violation of any property or privacy right arising from any of the User Content or Comments that you post on the Site or transmit through the Service.
11. MISCELLANEOUS (But Still Important).
A. Governing Law; Jurisdiction. These Terms are governed by laws of the Commonwealth of Pennsylvania without regard to its conflicts of law. Any claims asserted in connection with these Terms shall be brought only in the Federal and State courts located in Allegheny County, Pennsylvania. You also agree that unless you are prohibited from law in doing so, you promise you will bring any and all disputes, claims and causes of action against us individually, without resort to any form of class action. Unless the law prohibits you from doing so, you agree to waive the right to claim any damages whatsoever, including, but not limited to, punitive, consequential, direct, or indirect damages and participants further waive all rights to have damages multiplied or increased. YOU HEREBY AGREE TO WAIVE ANY RIGHT TO A TRIAL BY JURY FOR ANY CLAIMS ASSERTED IN CONNECTION WITH THESE TERMS, THE SITE OR THE SERVICES.
B. Amendments/Revisions. These Terms may only be amended and/or revised in writing by BEntities, including by publishing such revisions by BEntities on the Site.
C. Relationship of Parties. You agree that no joint venture, partnership, employment, or agency relationship exists between you and BEntities as a result of these Terms or your use of the Site, the Software or the Service.
D. Assignment. BEntities may assign these Terms, in whole or in part, to any person or entity at any time with or without your consent. You may not assign these Terms without BEntities’ prior written consent, and any unauthorized assignment by you shall be null and void.
E. Severability. If any of the provisions of these Terms is found to be invalid or unenforceable, then that provision will be construed in a manner consistent with applicable laws to reﬂect, as nearly as possible, the original intentions of the parties, and the remaining provisions shall remain in full force and eﬀect.
F. No Waiver. Our failure to enforce any provision of these Terms shall in no way be construed to be a present or future waiver of such provision, nor in any way aﬀect the right of any party to enforce each and every such provision thereafter. The express waiver by us of any provision, condition or requirement of these Terms shall not constitute a waiver of any future obligation to comply with such provision, condition or requirement.
G. Notices. All notices given by you or required under these Terms shall be in writing and addressed to: BEntities, LLC, 125 First Avenue, Pittsburgh, Pennsylvania 15222, Attn: Manager
H. Equitable Remedies. You hereby agree that BEntities would be irreparably damaged if these Terms were not speciﬁcally enforced, and therefore you agree that we shall be entitled, without bond, other security, or proof of damages, to appropriate equitable remedies with respect to breaches of these Terms, in addition to such other remedies as we may otherwise have available to us under applicable laws.
I. Entire Agreement. These Terms, including the documents expressly incorporated by reference, constitutes the entire agreement between you and us with respect to the Site, the Software and the Service and supersedes all prior or contemporaneous communications, whether electronic, oral or written, between you and us with respect to the Site, the Software and/or the Service