By clicking “Accept” with regard to these Terms of Use (the “Terms” or the “Agreement”) or by registering for, accessing, or using the Beanbag AI Community Platform (the “Application”) and/or services (“Community Edition”) (collectively, the “Services”) you are entering into a legally binding agreement with Beanbag AI (defined below). By accessing or using any of the Services, you acknowledge that you have read, understood, and agree to be bound by and comply with these Terms.
SUMMARY OF CERTAIN TERMS
This brief summary of some of the terms of this Agreement is for illustrative purposes and to make the Agreement easier to understand. Please note you must read, understand, and agree to this Agreement in its entirety, and to the extent any of the express terms in Sections 1 through 13 below conflict with this summary or any portion thereof, expressly or by implication, the term stated in Section 1 through 13 shall prevail.
Please note the following provisions of this Agreement:
In exchange for your use of Community Edition, you agree to let us access information in your email inbox, specifically the information in signature blocks of emails you have received, metadata from email headers, and your contacts in your email contact book. You represent and warrant that you have the right to provide us with this information and that, if your email account is owned by your employer, you are authorized by your employer to sign up for Community Edition. If you do not have that right or that authorization (if applicable), you may not and must not use the Service
No human being reads your email because of your use of Community Edition; we use automated computer processes to identify the signature block and email header and to extract the business contact information of the sender and metadata from the email header. You grant us a broad license to use that information in Community Edition or otherwise. In other words, you are contributing that information to us, for use in our database if we choose, in exchange for us providing you the Service.
You agree to comply with all applicable laws when using Community Edition or any contact information you get from Beanbag AI, and you agree not to violate the rights of any other person. You agree not to attempt to hack the site or use automated processes to scrape information from it. You agree not to transfer the information to anyone else or use it in a commercial product
We reserve the right to modify or discontinue the Service at any time, and we reserve the right to terminate your access to the service at any time for any reason. We also reserve the right to modify this Agreement at any time, and you agree to be bound by the modified terms if you continue to use the Service. If you do not agree to these Terms, either now or later if it is modified, you may not use and must stop using the Service.
1. LICENSE
Subject to the conditions and terms hereof, Beanbag AI grants you a non-exclusive, non- assignable, revocable license (the “License”) to access and use the Services during the term hereof
2. COMMUNITY EDITION
2.1
By accepting this Agreement and registering for Community Edition, and as a condition to accessing and using the Services, you authorize the Application to access the information in your email account (e.g. Gmail, Microsoft Outlook), including your contacts, metadata from email headers, and email content. You acknowledge, understand, and agree that after this permission is granted and until it is revoked, the Application will use automated algorithms to automatically parse this information and extract certain information regarding businesses and business people, such as name, email address, job title, department, company name, phone numbers, business address(es), website URLs, metadata from email headers, and other similar business-related information (collectively “Contact Data”) that may be stored in your email account both locally or on a remote server.
2.2
If you have any concerns about making such contributions or have reason to believe your employer does not permit you to make such contributions, do not accept these Terms, do not access or use any of the Services. If such concerns arise after permission has been granted, immediately cease using the Services and revoke the access permissions granted to the Application by uninstalling it or otherwise revoking permissions according to the instructions provided by your email account or email software provider.
2.3
By continuing to access or use the Services and granting access permission to the Application, you grant Beanbag AI and any of its affiliates the following licenses: (i) a license to access Contact Data that you have stored in your email client, including in your contacts list, email signatures, and email headers, until you revoke the Application’s permission to access your email account and (ii) an irrevocable license to reproduce, distribute, publish, perform, make derivative works of, or display the Contact Data or any portion thereof, and sell, transfer, assign, sublicense, disclose, or make available the Contact Data or any portion thereof to any third party, including Beanbag AI’s customers, contractors, strategic partners, agents, and service providers. The foregoing license grants to Beanbag AI shall be worldwide, non-exclusive, perpetual, fully paid-up, and royalty-free, and Beanbag AI shall have the right to sublicense, assign, or transfer such licenses in its sole and absolute discretion.
2. 4
In exchange for providing Beanbag AI with access to your email account, as described above, and granting the aforementioned licenses to the Contact Data, you will be entitled to use the Community Edition Service, which permits you to access premium information, such as names, job titles, email addresses and phone numbers, from the Beanbag AI database (the “Licensed Materials”) for so long as you have granted access permissions to the Application and contribute Contact Data, as provided herein. Immediately and without further action by Beanbag AI, if you revoke the Application’s permission to access your email account, your authorization to access or use the Services will automatically be revoked and you must immediately cease using the Services. Access to the Community Edition Service will all you to perform searches across the entire Beanbag AI database and unlock contact information (email address and phone number, where available) on up to 10 contacts per month.
Your User Generated Content must not be illegal or unlawful, must not infringe any third party’s legal rights, and must not be capable of giving rise to legal action whether against you or us or a third party (in each case under any applicable law). You must not submit any User Generated Content to the Platform that is or has ever been the subject of any threatened or actual legal proceedings or other similar complaint.
We reserve the right to edit or remove any material submitted to the Platform, or stored on our servers, or hosted or published upon the Platform. Notwithstanding our rights under these Terms of Use in relation to User Generated Content, we do not undertake to monitor the submission of such content to, or the publication of such content on, the Platform.
3. USER CONDUCT
3.1
In using the Services, you agree that you will not:violate any applicable international, federal or state laws, regulations or rules or any securities exchange requirements (collectively, “Laws”), including, but not limited to, by using any Licensed Materials in a manner that violates the U.S. CAN-SPAM Act of 2003, as such statute may be amended from time to time, or any other law regarding electronic communications;
make any Contact Data available to Beanbag AI if doing so would violate any Laws, industry or professional codes or standards, contractual or fiduciary obligations, confidentiality obligations, or employer policies or other requirements by which you are bound;use the Licensed Materials or the Services to transmit any information, data, images, or other materials that are unlawful, harmful, threatening, harassing, libelous, defamatory, vulgar, obscene or otherwise objectionable or that may invade another’s right of privacy or infringe any intellectual property right, including patent, trademark, service mark, trade secret, copyright or other proprietary rights of any third party;
impersonate any person or entity or falsely state or otherwise misrepresent your affiliation with a person or entity;
violate or attempt to violate the security of any of the Services, including, but not limited to, by: logging in to a server or account that you are not authorized to access; attempting to test, scan, probe or hack the vulnerability of the Site or any network used by the Site or to breach security, encryption or other authentication measures; or attempting to interfere with the Site by overloading, flooding, pinging, mail bombing or crashing it;
reverse engineer, decompile or disassemble any portion of the Services; or“scrape” information from the Services, or use or attempt to use any engine, software, tool, agent or other device or mechanism (including browsers, spiders, robots, avatars or intelligent agents) to navigate or search any portion of the Site, other than the search engine and search agents available from Beanbag AI on the Site and generally available to third party web browsers (e.g., Mozilla Firefox, Google Chrome and Microsoft Internet Explorer)
3.2
You further agree to: (i) provide true, accurate, current and complete information about yourself if prompted by the registration form; and (ii) maintain and update this information to keep it true, accurate, current, and complete.
3.3
You agree to comply with all applicable Laws, including but not limited to privacy and/or data protection Laws, when providing us with access to Contact Data and when using Community Edition or any contact information you access from Community Edition.
4. ADDITIONAL RESTRICTIONS
You may not develop or derive for commercial sale any data in any form that incorporates or uses any of the Licensed Materials. Except with the prior written consent of Beanbag AI, you may not transfer or disclose any Licensed Materials to anyone else. You may not use the Services in a commercial service bureau environment, including, but not limited to, any provision or export of Licensed Materials to third parties in any form whatsoever. You are authorized to use the Services solely for your personal and/or internal business purposes only, subject to the limitations set forth herein.
5. SUBMISSIONS
5.1
You are solely responsible for the content of any submission you make to Beanbag AI. Beanbag AI reserves the right, but does not assume any obligation, to delete messages or other content that Beanbag AI, in its sole discretion, deems abusive, defamatory, obscene, in violation of copyright or trademark laws, or otherwise unacceptable.
5.2
Beanbag AI does not want to receive confidential or proprietary information from you. You acknowledge that any information or material you send to Beanbag AI will be presumed not to be confidential unless otherwise provided in a written agreement between you and Beanbag AI. Unless otherwise provided in a written agreement between you and Beanbag AI, by sending Beanbag AI any information or other material, you grant Beanbag AI a nonexclusive, unrestricted, irrevocable, perpetual, royalty-free, worldwide, assignable, transferrable, sublicensable, right and license, in all formats or media, whether now known or hereafter devised or discovered, to use, reproduce, display, transmit, translate, rent, sell, modify, disclose, publish, create derivative works from, and distribute that material or information, and you also agree that Beanbag AI is free to use any ideas, concepts, knowhow or techniques that you send us for any purpose. You further agree to indemnify and defend Beanbag AI and hold Beanbag AI harmless from and against any liability arising from Beanbag AI’s use or distribution of any such material or information.
6. PROPRIETARY RIGHTS
You agree to indemnify and hold harmless Beanbag AI and its affiliates, suppliers, partners, officers, agents, and employees from and against any claim, demand, losses, damages or expenses (including reasonable attorney’s fees) arising from any User Generated Content, your use of the Platform, your connection to the Platform, your violation of these Terms of Use or your violation of any rights of any third-party.
6.1
You agree that, as between you and Beanbag AI, Beanbag AI and/or its licensors own the Services and Licensed Materials, including all software and other technology provided or employed by Beanbag AI in connection with the Services, and the contents, design, layout, functions, appearance and other intellectual property comprising or contained within the Services, including all copyrights, trademarks, service marks, trade secrets, patents and other intellectual property rights inherent therein or appurtenant thereto. Without limitation of the foregoing, as between Beanbag AI and you, Beanbag AI shall retain all right, title and interest in and to the compiled biographical and company data and all other materials accessible by means of the Services, including news articles, company summaries, company descriptions, people summaries and contact information, and the selection, coordination and arrangement of such content, and you shall not acquire ownership in any of the Licensed Materials by reason of the License. You shall abide by all additional copyright notices or restrictions contained in any content accessed through the Site
6.2
By furnishing Licensed Materials or access to any software in connection with the Services, Beanbag AI does not grant any licenses to any copyrights, patents, trademarks, trade secrets or other intellectual property rights other than the limited rights to use the Services, as set forth herein. All rights not expressly granted herein under the License are reserved by Beanbag AI.
7. PROVISION OF SERVICES
7.1
Beanbag AI may make improvements or changes in the Services at any time without notice.
7.2
Beanbag AI shall not be responsible for any failure to remove, or delay in removing, harmful, inaccurate, unlawful, or otherwise objectionable content originating with or otherwise provided by third parties, except to the extent provided by applicable law.
7.3
Beanbag AI shall not be liable for any loss or damage resulting from total or partial loss of any data you upload using the Services. Data can get lost or become corrupt as a result of a number of causes, including hardware failures, software failures or bugs, or communications failures. Beanbag AI recommends that you periodically back up your information onto media not associated with Beanbag AI.
7.4
You understand and agree that the Services are provided on an “as available” basis; Beanbag AI will use reasonable commercial efforts to provide the Services on a 24/7 basis, but it shall not be liable for any disruption in service, regardless of length.
8. TERM; TERMINATION
The term hereof will commence when you first accept these Terms or otherwise register for, access, or use the Services, and continue in effect until terminated by either party, provided that your License may sooner expire or be terminated as provided herein. Either party may terminate this Agreement any time without prior notice to the other party. Beanbag AI may terminate this Agreement by terminating your access to the Service, in which case Beanbag AI will promptly cease accessing the Contact Data. You may terminate these Terms at any time by uninstalling the Application, in which case you agree to cease using the Services. Upon termination hereof for any reason, the License will automatically be terminated, and you shall immediately cease using the Services, including the Licensed Materials.
9. LINKS
The Service may contain links to websites that Beanbag AI does not operate. Beanbag AI is not responsible for the content of these websites, and you should direct any concerns regarding these websites to their respective site administrators or webmasters
10. REPRESENTATIONS AND WARRANTIES; INDEMNITY
10.1
You represent, warrant and covenant that:
no information of any kind submitted through your use of the Application or the Services will (i) violate, plagiarize, or infringe upon the rights of any third party, including copyright, trademark, privacy or other personal or proprietary rights; or (ii) contain libelous or otherwise unlawful material;
you are at least eighteen (18) years old;you are authorized by your employer, if applicable, to sign up for Community Edition and to share the Contact Data with Beanbag AI in exchange for your access to the Services and that you are not prohibited by any contract, policy, rule, or regulation from doing so.
10.2
You agree to indemnify, defend and hold harmless Beanbag AI and its successors or assigns, and all officers, directors, owners, agents, information providers, affiliates, licensors and licensees of the foregoing (collectively, the “Indemnified Parties”) from and against any and all liability and costs, including reasonable attorneys’ fees, incurred by the Indemnified Parties in connection with any claim arising out of any breach by you or any user of your account of these Terms or the foregoing representations, warranties, or covenants. You agree to cooperate as fully as reasonably necessary to the defense of any such claim.
11. DISCLAIMERS; LIMITATIONS
11.1
YOU ASSUME ALL RESPONSIBILITY AND RISK FOR YOUR USE OF THE SERVICES. THE SERVICES ARE PROVIDED “AS IS” WITHOUT REPRESENTATIONS ORWARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF TITLE, NONINFRINGEMENT, OR IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. WITHOUT LIMITATION OF THE FOREGOING, Beanbag AI EXPRESSLY DISCLAIMS ANY WARRANTY THAT THE SERVICES SHALL BE UNINTERRUPTED OR ERRORFREE. Beanbag AI DOES NOT ASSUME ANY LEGAL LIABILITY OR RESPONSIBILITY FOR THE ACCURACY, COMPLETENESS, OR USEFULNESS OF ANY INFORMATION MADE AVAILABLE THROUGH THE SERVICES
11.2
IN NO EVENT SHALL BEANBAG AI BE LIABLE FOR ANY INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR IN ANY WAY CONNECTED WITH YOUR USE OF, DELAY IN USING, OR INABILITY TO USE THE SERVICES. Beanbag AI’S LIABILITY FOR ANY DIRECT DAMAGES SHALL BE LIMITED TO THE AMOUNT OF FEES YOU HAVE PAID FOR THE SERVICES FOR THE THENCURRENT PERIOD. SOME STATES OR JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES AND THUS THE ABOVE LIMITATION MAY NOT APPLY TO YOU. IF THIS LIMITATION OF LIABILITY OR THE EXCLUSION OF WARRANTY SET FORTH ABOVE IS HELD INAPPLICABLE OR UNENFORCEABLE FOR ANY REASON, Beanbag AI’S MAXIMUM LIABILITY FOR ANY TYPE OF DAMAGES SHALL BE LIMITED TO $100
12. CHANGES TO THE TERMS
Beanbag AI may modify these Terms, provided however that (i) such changes will become effective and binding after Beanbag AI provides notice to you that these Terms have changed and you first use the Services following the date of such posting, and (ii) the changes will only apply with respect to your use of the Services after such changes become effective. If at any time you find these Terms unacceptable and do not agree with them, you agree to cease accessing the Services and uninstall or deactivate the Application
Upon receipt of a Notice, with all items completed, Beanbag AI will take whatever action, in its sole discretion, it deems appropriate, including removal of the challenged content from the Platform. Beanbag AI’s receiving, investigating, or responding to your Notice does not constitute Beanbag AI’s agreement or verification of your claim(s) or any admission of liability therefor.
13. CONTRACTING PARTY, GOVERNING LAW, AND JURISDICTION
13.1
If you are located anywhere else, “Beanbag AI” means Beanbag AI Inc, a Delaware Incorporated company located at 8, The Green, Suite 15213, Dover, DE 19901
13.2
If an issue arises under these Terms and: (a) the contracting Beanbag AI entity is Beanbag Inc, then these Terms are governed by the laws of the United States of America and the State of Delaware and any action or proceeding (including those arising from non-contractual disputes or claims) related to these Terms will be brought in a state or federal court in the State of Delaware; or (b) the contracting Beanbag AI entity is Beanbag AI UK Ltd., then these Terms are governed by the laws of England and Wales, and any action or proceeding (including those arising from non-contractual disputes or claims) related to these Terms will be brought in London, England. Each party irrevocably submits to the jurisdiction and venue of the applicable courts
14. EEA & UK USERS
If you are located in the European Economic Area or the United Kingdom, then the Community Edition Joint Controller Addendum applies to you and is hereby expressly incorporated into these Terms by reference.
15. MISCELLANEOUS
15.1
Relationship. No joint venture, partnership, employment, fiduciary, or agency relationship exists between you and Beanbag AI as a result of these Terms and/or your use of the Services.
15.2
Authority. The person accepting these Terms on behalf of each party represents and warrants that he or she has been duly authorized by that party to accept the Agreement and thereby bind it to these Terms. The parties agree that these Terms shall be effective as of the date accepted by you.
15.3
Entire Agreement. These Terms represent the entire binding agreement between you and Beanbag AI with respect to the subject matter hereof, and supersede any and all prior understandings, statements, or representations, whether electronic, oral or written, regarding Services.
15.4
Assignment and Waiver. Beanbag AI may assign its rights under this Agreement without your consent. You may not assign your rights under this Agreement in whole or in part to anyone else without Beanbag AI prior express written consent. No waiver of any obligation or right of either party shall be effective unless in writing, executed by the party against whom it is being enforced.
15.5
Equitable Relief. In addition to money damages, Beanbag AI shall be entitled to seek equitable relief where appropriate if you breach of any of these Terms.
15.6
Severability. The unenforceability or invalidity of any clause in this Agreement shall not have an impact on the enforceability or validity of any other clause. Any unenforceable or invalid clause shall be regarded as removed from this Agreement to the extent of its unenforceability and invalidity. Therefore, this Agreement shall be interpreted and enforced as if it did not contain the said clause to the extent of its unenforceability and invalidity.
15.7
Legal Expenses. The prevailing party in any legal action brought by one party against the other that arises out of this Agreement shall be entitled, in addition to any other rights and remedies it may have, to reimbursement for its legal expenses, including court costs and reasonable attorneys’ fees.
15.8
Construction. The titles and subtitles in these Terms are used for convenience only and are not to be considered in construing it. All references herein to “including” and variations thereof shall be deemed to mean, “including, but not limited to.”
15.9
Notices. Notices required or permitted hereunder that are intended for you personally and not all users of the Services may be sent to you at the most recent email address on file with Beanbag AI. Notices to Beanbag AI shall 8, The Green, Suite 15213, Dover, DE 19901.
Updated: November 28, 2023
