Effective Date: May, 24 2013
THIS AGREEMENT HAS BEEN DRAFTED IN ENGLISH UNDER UNITED STATES LAW. TO THE EXTENT THAT THIS AGREEMENT IS TRANSLATED AND THE TRANSLATED VERSION DIFFERS FROM THE ENGLISH VERSION, THE ENGLISH VERSION SHALL GOVERN. YOU UNDERSTAND AND AGREE THAT YOU HAVE HAD THE OPPORTUNITY TO TRANSLATE THIS AGREEMENT AND THAT YOU UNDERSTAND AND AGREE TO ALL TERMS HEREIN.
As used in this Agreement, the words "you" and "your" refer to any person accessing the BNI Websites or using the Software. The words "we," "us," and "our" refer to BNI. Certain terms set forth herein that refer to BNI may also be referring to a Franchisee.
BNI may, at any time and in our sole discretion, revise or update this Agreement by posting an amended Agreement on the Website. Please check this page periodically for changes to the Agreement. We will also include a click-through acceptance method each time there is a change. Your use of the Website or Software following the posting of an updated Agreement constitutes acceptance of the last updated Agreement. If you do not accept the changes, you must delete any account you have and refrain from using the Website and Software. Your continued use of the Website and Software will signify your acceptance of these terms.
Further, BNI reserves the right, at any time, to modify or discontinue, temporarily or permanently, the Website (or any part thereof) without notice to you. You agree that BNI and the Franchisees shall not be liable to you or to any third party for any modification, suspension or discontinuance of the Website, or of any Materials (as defined below).
We also note that as a BNI member, leadership team member, support leadership team member, director, director consultant, ambassador, employee, independent contractor or other individual with an agreement in place with BNI, you have also agreed to abide by other terms of conduct, and you must use this site in accordance with those terms.
To the extent that you are located in a country embargoed by the United States, or are on the U.S. Treasury Department's list of Specially Designated Nationals, you will not engage in commercial activities on this site. To the extent you are located in a country whose laws do not recognize this Agreement's mandates, you agree to be contractually bound to comply with the provisions of this Agreement to the fullest extent provided by law and to compensate BNI for any provision not found enforceable in a manner to be determined by an arbitrator selected by BNI.
If you have any questions about this Agreement or your other agreements, please contact us at BNI@BNI.com.
This Agreement applies to conduct in connection with the "BNIConnect" website (the "Website") located within the BNIConnect.com domain, as well as any other related or subsidiary website operating off of the BNIConnect platform, in addition to BNI.com. To the extent that you visited this site by typing in a domain name other than BNIConnect.com, please be advised that these terms still govern your conduct.
LICENSE TO USE WEBSITE
As long as you are in compliance with the terms of this Agreement and all associated documents incorporated herein, BNI hereby grants you a limited, revocable, non-assignable, non-sublicensable, non-exclusive license to access the Website via an ordinary Internet browser, to view the Website and all Content and Materials thereon that are intended to be displayed publicly. THE AGREEMENT IMPACTS YOUR LEGAL RIGHTS AND RESPONSIBILITIES AND SHOULD BE READ CAREFULLY. Any violation of the terms or conditions of this Agreement is grounds for immediate termination of this limited license. No other rights are granted, implied or otherwise.
The following additional terms are hereby incorporated into this Agreement by reference, and your assent to this Agreement binds you to all of the additional terms in the following documents:
1. Copyright Policy
2. Complaint Policy, including trademark complaints
4. Online Code of Ethics
ELIGIBILITY TO USE THE WEBSITE
The following are requirements for your eligibility to use the Website, and you hereby warrant that you meet all such eligibility requirements.
1. You are over the age of 18;
2. You are currently a member in good standing in a BNI chapter and that all dues that are owing for said membership have been fully paid in a timely manner, or you are a director, employee or independent contractor of BNI or a Franchise, or you are a BNI Franchisee in good standing;
3. You have not previously been removed, suspended or terminated from the Website;
4. You are not a competitor of BNI, nor do you work for, consult for or otherwise assist a competitor of BNI; and,
5. You are fully authorized and able to enter this Agreement, and your entering into this Agreement does not violate any other agreement or legal right of you or any third-party.
BECOMING A WEBSITE USER
There are a number of ways that you can become a User of the Website.
If you visit a BNI chapter meeting, a member of said chapter or a representative of BNI or a Franchisee may enter information collected from you at that time into the Website. A message may be sent to you by BNI or the Website inviting you to join BNI by filling out an online application, and such message may provide you with a username and password to access the Website.
If you fill out a paper application to join BNI at any BNI meeting, a BNI member or a representative of BNI or a Franchisee may enter the information from your application into the Website. A message many be sent to you by BNI, a Franchisee or to the Website, and such message may provide you with a username and password information to access the Website.
If you are already a BNI member, a member of your chapter or a representative of BNI or a Franchisee may enter information about you obtained from your membership into the Website, and the Website or a representative of BNI or a Franchisee may contact you to provide you with a username and password to access the Website.
AVAILABILITY AND USE OF THE WEBSITE
While BNI makes reasonable efforts to ensure that the Website is available at all times, BNI does not guarantee, represent or warrant that access to the Website will be uninterrupted or error-free, and BNI does not guarantee that users will be able to access or use all or any of the Website features at all times.
BNI may change, suspend or discontinue any (or all) aspects of the Website at any time, including the availability of any Website feature or your particular user account, in its sole discretion. BNI may also impose limits on the use of or access to certain features or portions of the Website, or restrict your access to any part or all of the Website, in all cases without notice or liability. You are prohibited from attempting to or actually accessing those portions of the Website for which you have no permission.
The Website's purpose is to provide a service to BNI Franchisees, their staff, directors/director consultants and members to facilitate their networking among other BNI members. The Website is not meant to be a marketing tool for the sale of particular products or services (other than BNI's and approved banners ads), and the use of the Website for commercial solicitation of others, within or without the Website, without BNI's written consent is strictly prohibited. Broadcast communication and spam are expressly prohibited. Mining, scraping or crawling for data that can be used for commercial solicitation is also expressly prohibited. If you have a question about whether a practice is acceptable, please contact BNI at BNI@BNI.com.
BNI is under no obligation to maintain the Website or any information, Content, Submissions, Materials, or other matters that you submit, post or make available to the Website, or are otherwise available on the Website. BNI reserves the right to withhold, remove and or discard any such material on the Website or available or placed by you thereon as part of your account, with or without notice at any time. For avoidance of doubt, BNI has no obligation to store, maintain or provide you a copy of any information, Content, Submissions, Materials, or other matters that you or any other user submits to the Website in any way.
You acknowledge and agree that BNI and/or Franchisee may send you important notices or other information related to the Website by email or through other means, including mobile or other hand held devices or fax machines. You acknowledge and agree that BNI and Franchisee have no liability related to or arising from any failure by you to maintain accurate or up to date contact information, or other profile information, or related to your failure to receive important or critical information regarding the Website.
IMPACT ON BNI MEMBERSHIP
Notwithstanding any contradictory agreement you have with BNI or a Franchisee or any BNI rule or regulation, you understand and agree that other users of this Website may be of the same profession or business classification as you, and by using the Website, you do not object to the participation in the Website of any additional individuals. Furthermore, you understand and agree that, due to the online nature of the Website, the participation in the Website of multiple individuals of the same profession or business classification does not conflict with any BNI chapter policy restricting participation in a BNI chapter to one individual per professional or business classification.
Moreover, participation in BNIConnect is not a substitute for your involvement in your chapter.
EXPRESS TERM OF BECOMING A USER
BNI recognizes that BNI Chapters and regions previously used stand alone websites to promote BNI's business and build goodwill for the organization. BNIConnect offers a new model to strengthen the organization. In accordance with BNI's Branding Standards, you understand and agree that any BNI Domain Name (as defined hereunder) was created and used for the purpose of building goodwill in the BNI chapter or region using said BNI Domain Name, and for ultimate the purpose of building goodwill in BNI. Thus, as a condition to becoming a user, and a condition to your continued use of the Website and any Services thereon, you hereby assign to BNI any interest you may have in any BNI Domain Name, including but not limited to any interest in the domain name registration for any BNI Domain Name. At BNI's request, you agree to execute any further documents and/or agreement reasonably necessary to transfer said rights to BNI, and you agree to fully cooperate with the transfer of any registration for any BNI Domain Name to BNI. BNI Domain Name means any domain name on the internet incorporating the trademark "BNI," or any domain name, whether or not it includes the trademark "BNI," that was used by any BNI chapter or region in connection with the operations or management of said chapter or region. You agree to refrain from creating, buying, registering, or using any such domain in the future, and agree that any such domain is assigned to BNI.
BNI makes available the information and materials on the Website, including but not limited to summaries, descriptions, user profiles, professional summaries, text, articles, videos, images, graphics, publications, news, surveys, articles, seminars, information regarding BNI members, tutorials and any other such materials appearing on the Website (the "Materials"), for general informational purposes only.
The Materials are not intended to constitute, and DO NOT constitute, financial, tax, investment, medical, legal or business advice. Those accessing the Materials should not act upon them without first seeking business, legal, financial, tax, investment, medical or other such counsel, as these Materials are general in nature, and may not apply to a particular circumstance. As such, the Materials should not be used as a substitute for consultation with a professional adviser. Please consult a professional adviser should you have questions regarding any of the above mentioned issues. Neither BNI, nor its affiliates, employees, agents, officers or directors or Franchisees will be responsible for any decisions you may make.
The Website may contain typographical errors or inaccuracies, including but not limited to errors or inaccuracies related to price, product information, service information, product description or availability, and may not be complete or current. BNI reserves the right to correct any errors, inaccuracies or omissions (including after any order has been submitted, confirmed and/or charged to your credit card) and to change or update information at any time without prior notice. Please note that such errors, inaccuracies or omissions may relate to pricing and availability, and we reserve the right to cancel or refuse to accept any order placed based on incorrect pricing or availability information.
We have made every effort to display as accurately and reliably as possible the colors, sizes, dimensions, materials, textures, and all other physical aspects ("Depiction") of the goods that may appear on the Website. However, we cannot guarantee, and make no warranty, promise, or agreement that any depicted or described product actually comports with its Depiction or description.
Any price quotation, service information or any other such information regarding the provision of and fees for any goods or service offered by BNI are provided purely for informational and illustrative purposes. BNI does not guarantee, and makes no warranty, promise, or agreement that any depicted or described goods or services are actually offered or comports with its description on the Website. BNI reserves the right to cease offering any such services or benefits to any prospective or actual member or customer at any time, in all cases without notice or liability.
In posting information, you reaffirm the agreement to abide by BNI's Code of Ethics as well as BNI's Online Code of Ethics. However, while others are similarly barred, the internet is subject to intrusion, and passwords are sometimes stolen or hacked. As such, before accepting any advice or referrals from others, you may wish to independently confirm the advice or referral before acting upon it.
RULES OF CONDUCT
Your use of the Website is conditioned on your compliance with BNI's Online Code of Ethics, as well as these rules of conduct, all other terms of the Agreement, and the policies, guidelines and Code of Ethics of your BNI membership or other agreement with BNI or a Franchisee. You further specifically agree not to engage in harassment, bullying, discrimination or other unwanted or inappropriate conduct.
You agree to comply with all applicable laws, rules and regulations in accessing and/or using the Website and/or any Materials. You must provide true and accurate information at all times in any Material, Content, Submission, or other material that you provide or upload to the Website. You agree to review and promptly comply with all messages received from BNI regarding the Website.
Franchisees agree to comply with all applicable laws, rules and regulations in accessing and/or using the Website and/or any Materials. Franchisees will also take the necessary steps to ensure that all data security and privacy laws are complied with and they are in compliance with the safe harbor mandates for the exchange of information with BNI.
You must keep your user password and any other information needed to login to the Website, if applicable, confidential and secure. BNI is not responsible for any unauthorized access to your account or profile by other Website visitors and any ramifications of such access, and may take no action to disable any account until given explicit notice by you. Under confirmed unauthorized use circumstances, BNI may take reasonable efforts with reasonable speed, to disable, lock or otherwise address your situation. In the event that you would like to report a breach, please contact BNI@BNI.com with the term "Account Breach Notice" in the subject line.
You alone are responsible for your interactions with other users
of the Website. BNI may monitor disputes between you and other
users, and may terminate your account at any time, in its sole
discretion; however, BNI is under no obligation to monitor such
interactions or take any particular action. /o:p>
You agree not to use the Website for any unlawful or fraudulent purpose, including impersonating any person or entity, including, but not limited to, any BNI employee, agent, or representative; or expressing or implying that BNI endorses any statement you make. You may not use any information obtained from the Website to harass, spam or intimidate others or to contact them without their permission.
You may not modify, adapt, translate, copy, reverse engineer, decompile or disassemble any portion of the Website or Materials. Further, you may not interfere with or disrupt the operation of the Website, including restricting or inhibiting any other person from using the Website by means of hacking, or defacing any portion of the Website. Further, transmitting or making available in connection with the Website any denial of service attack, virus, worm, Trojan horse, root kit or other harmful code or activity is prohibited. Moreover, you may not interfere with or violate any other Website visitor's or user's right to privacy or other rights, or mine, harvest or collect personally identifiable information about Website visitors or users, or about BNI employees or other individuals identified on the Website, without their express written consent.
You are also proscribed from selling, reselling, transferring, licensing or exploiting for any commercial purposes any use of or access (including sharing of passwords and login information) to the Website or the Materials. You may not mine or harvest information from the Website, including any scraping of the Website. Unless otherwise agreed or permitted by the Website or website user, You may not use the Website to solicit any other Website users, either through Website functionality or through outside functionality.
You may not frame, mirror, in-line link to, or make other similar use of, all or any part of the Website or the Website's content, including BNI's or any other party's intellectual property therein, without our prior express written authorization. Under no circumstances can you link to the site using a method that would bypass the login and password stage. You may not access any portion of the Website that is not public or is not meant to be accessed by general users, and you may not attempt to override any security measures in place on the Website.
To the extent that you may access or download any software that is made available through BNI from the Website ("Software"), such Software is the copyrighted work of BNI and/or its various third party licensors. Your use of the Software is governed by the terms of the end user license agreement, if any, which accompanies or is included with the Software. You may not install or use any Software that is accompanied by or includes such an end user license agreement unless You first agree to the terms of such agreement. Any warranty applicable to the Software will be specified in the terms of the License Agreement and no additional warranties are provided herein. If you have any inquiries concerning these terms, please consult BNI before accessing any programs.
YOU UNDERSTAND AND AGREE THAT ANY UNAUTHORIZED USE OF ANY WEBSITE MATERIALS OR SOFTWARE WILL BE SUBJECT TO STIPULATED DAMAGES IN THE AMOUNT OF $50,000, TOGETHER WITH ANY OTHER REMEDIES AVAILABLE TO BNI AT LAW OR EQUITY. FAILURE TO ABIDE BY THE TERMS HEREIN MAY BE GROUNDS FOR TERMINATION OF YOUR MEMBERSHIP OR OTHER ROLE IN BNI, INCLUDING TERMINATION OF A FRANCHISE/FRANCHISEE.
In the event that you are obligated by law to take actions contrary to any term of this Agreement, you agree to notify BNI at least 30 days before you are required to take such actions, or if a shorter period is required, as soon as possible.
To the extent that you believe that a local law may impact this Agreement (noting, however, that BNI believes that this Agreement to control under U.S. law and you agree to have U.S. law govern), you agree to advise BNI of any provision contained herein that you believe to be necessary to modify. Otherwise, this will further confirm your consent and agreement to the express terms contained herein.
CONTENT SUBMITTED OR MADE AVAILABLE TO BNI
You are under no obligation to submit any materials to BNI, and BNI will not claim ownership of any text, software, music, sound, photographs, graphics, video, messages or tags ("Content") you submit or make available through or on the Website. However, should you choose to utilize the Services available on the Website to submit, upload, or otherwise provide any Content to BNI, you hereby grant BNI a worldwide, fully paid, royalty-free, nonexclusive, unrestricted, unlimited, assignable, sub-licensable, perpetual, irrevocable license to BNI to use, copy, distribute, reproduce, modify, adapt, improve, create derivative works from, publish, remove, delete, translate, publicly perform, publicly display and commercialize the Content, in whole or in part, in any way or manner now known or in the future discovered or developed, and to incorporate such Content into other works in any format or medium now known or later developed, for any purpose whatsoever, commercial or otherwise, without providing compensation or attribution to you or any person or entity, without further consent, and without any liability whatsoever. You further expressly permit, license, and assent to BNI's right to register, deposit, or otherwise record any modification or derivative work created by BNI from the Content with any foreign or domestic registration bodies, including but not limited to the United States Copyright Office or the United States Patent and Trademark Office. You further hereby expressly and irrevocably waive all moral rights in the Content, in favor of BNI and any of its successors or assigns.
By submitting any documents, comments, questions, suggestions, plans, notes, drawings, ideas, proposals, or materials similar thereto ("Submissions") or other Content to BNI, you hereby explicitly agree, represent and warrant that: (a) all such Submissions and Content are true and accurate, (b) such Submissions and Content do not contain confidential or proprietary information, and their provision is not a violation of any contractual or legal right of any party; (c) your Submissions automatically become the property of BNI without any obligation of BNI to you; (d) BNI is not under any obligation of confidentiality relating to the Submissions or Content, either express or implied; (e) BNI shall be entitled to use or disclose the Submissions or Content in any way, manner, purpose or otherwise, worldwide; (f) BNI may have under consideration or development similar ideas to the Submissions or Content; and (g) you are not entitled to any compensation, attribution or reimbursement of any kind from BNI in exchange for the Submissions. You further agree to inform BNI should any Submissions or Content change since your registration with BNI and/or its provision to BNI, and, if appropriate, you agree to make such modifications yourself to your profile.
Further, BNI may access and use the Website and any Service and any information stored thereon, including the contents of any Content or Submissions, for any lawful purpose. BNI may disclose the contents of any Content or Submissions, including the identity and other personal information of any user, submitter or poster of such materials, to any third party, including any law enforcement agency, to protect our rights or property, or for any other reason.
You hereby take and accept full responsibility for all ramifications of the public availability of any Content or Submissions you submit to BNI or make available on the Website, and agree that BNI shall be held harmless from any result of such availability or use, in accordance with this Agreement.
The Website may contain bulletin board services, chat areas, news groups, forums, communities, personal web pages, calendars, and/or other message or communication facilities designed to enable you to communicate with the public at large or with a group (collectively, "Communication Services"). You agree to use the Communication Services only to post, send and receive messages and material that are proper and related to the particular Communication Service. BNI does not warranty that any information contained on or in said Communications Services is accurate, reliable or confidential. You agree that BNI cannot be held responsible for any ramifications of your posting or use of any Content or Submissions or any Materials from or to said Communications services.
You agree not to upload, distribute, make available, or otherwise publish through the Website or any Service thereon, any Content or Submission that:
• contains a virus, corrupt file, or any other similar software or programs which may damage the operation of another's computer;
• is unlawful or encouraging of another to commit unlawful activity;
• violative of the rights of any party, infringing upon the patent, trademark, trade secret, copyright, or other intellectual or proprietary property right of any party;
• defamatory, libelous, obscene, pornographic, indecent, lewd, inappropriate, invasive of privacy or publicity rights, abusing, threatening, harassing, threatening, bullying or otherwise objectionable;
• Constitutes advertisements or offers to sell or buy goods or services of any kind, unless authorized by BNI;
• Contains a contest, pyramid scheme or chain letter;
• May restrict or inhibit any other user from using the Communication Services; or
• Violates any rules of conduct which may be applicable to a particular Communication Service.
BNI retains the right, but not the obligation, to monitor any activity and Submission or Content submitted, posted, uploaded, or otherwise communicated to BNI or the Website, or is made available on the Website. BNI may block, edit, modify or remove any Submission or Content it deems to be violative of this Agreement, or any other Content or Submissions that BNI deems, in BNI's sole discretion, to be objectionable or in any way not in furtherance of the goals or purposes of BNI, the Website or the particular area of the Website to which such Content or Submission may have been placed. However, BNI takes no responsibility and assumes no liability for any Content or Submission posted by you, or any damage caused by another user's access to such content on the Website, whether before or after any removal of such Content or Submission by BNI. BNI in no way endorses any Content or Submission posted to or made available through the Website.
BNI does not control the Content or Submission submitted to BNI or otherwise made available to others on the Website, and has no obligation or duty to verify the accuracy of any such Content or Submission, or the identity of any user that provides such materials or to supervise the uploading, use or availability of such materials on or to the Website. In the event that you believe that any user of the Website has violated this Agreement, please contact BNI immediately, and BNI may take action that it, in its sole discretion, deems appropriate under the circumstances
BNI'S INTELLECTUAL PROPERTY RIGHTS
The Materials, the Website and its downloadable contents are protected by the copyright laws of the United States and other jurisdictions world-wide. You recognize that while some of the Materials available on the Website may be compiled from publicly available sources, the compilation of such materials represents protectable effort and expression exerted by BNI, and you agree not to contest same.
The trademarks, service marks, logos and any designs used or displayed on the Website specific to BNI are trademarks and/or service marks owned by BNI. Any use of copyrighted works, trademarks or service marks, including the reproduction, modification, distribution or republication of same without the prior express written permission of BNI is strictly prohibited. Other copyrighted works, trademarks, service marks, trade names and company logos utilized on the Website are the property of their respective owners. All rights reserved. The appearance of any such third party trademarks does not in any way imply any connection, license, approval or other such relationship of any kind with such third party.
The website may also contain samples of BNI's programs for informational purposes. These programs cannot be used for any commercial purpose. Moreover, certain technology and programs may be subject to intellectual property rights, and any unauthorized use is strictly prohibited.
BNI can be reached by directing communications to:
545 College Commerce Way
Upland, CA 91786
ENFORCEMENT OF THE AGREEMENT
BNI may investigate any reported, alleged or suspected violation of this Agreement, and take any action that BNI, in its sole discretion, deems appropriate. Such action may include issuing warnings, suspension of a user's access to the Website or complete termination of such access, at any time. BNI reserves the right to recover those amounts spent in connection with enforcement, from any violation of these terms.
The Website service is provided by BNI through an agreement with the Franchisees. Participation in the Website is not a right given with membership, and any rights or privileges to use the Website may be revoked by BNI at any time for any reason at its sole discretion. Such revocation of permission to use this Website shall be separate from any determination that BNI or Franchisee may make regarding one's membership in a local chapter or any other participation in BNI.
Either you or BNI may terminate this Agreement at any time, for cause or without cause. If BNI terminates this Agreement, it is effective immediately upon notice to you. If you terminate this agreement, it is effective within a reasonable amount of time after you provide BNI with such notice; however, BNI may retain and use your information in accordance with this agreement. If you would like to terminate your membership in the Website, please contact us at BNI@BNI.com. Should you, at any time, fail to remain a member of a chapter of BNI, this Agreement may be terminated, and BNI may delete your account from the Website and bar your future use of and access to the Website. Without limiting the foregoing rights, BNI has a policy of terminating users who are repeat violators of the BNI Online Code of Ethics and violators of the United States Copyright Act, as noted in the Copyright and Trademark Policy [link].
All grants of any rights from you to BNI related to Content, Submissions, Materials, or other materials, including but not limited to copyright or other intellectual property licenses shall survive any termination of this Agreement.
LIMITATION OF LIABILITY AND DISCLAIMER OF WARRANTIES
IN NO EVENT SHALL BNI, ITS SUPPLIERS OR OTHER THIRD PARTIES MENTIONED ON THE WEBSITE BE LIABLE FOR ANY DAMAGES WHATSOEVER RESULTING FROM YOUR USE OR ANY OTHER INDIVIDUAL'S USE OF OR ACCESS TO THE WEBSITE OR ANY GOODS OR SERVICES CONTAINED HEREON. BNI DOES NOT WARRANT THAT ACCESS TO THE WEBSITE WILL BE UNINTERRUPTED OR ERROR-FREE. BNI DISCLAIMS ANY AND ALL LIABILITY FROM ANY MALFUNCTIONS, LIMITATIONS ON ACCESS OR INTERRUPTIONS IN AND TO THE WEBSITE. ADDITIONALLY, BNI DOES NOT WARRANT THAT ANY INFORMATION TRANSMITTED BY BNI TO ANY INDIVIDUAL VIA THE WEBSITE IS ACCURATE OR EFFECTIVE. BNI DOES NOT WARRANT THAT YOUR USE OF THE WEBSITE WILL NOT VIOLATE THE RIGHTS OF OTHERS. FURTHER, NEITHER BNI, NOR ANY OTHER PARTY INVOLVED IN THE CREATION, PRODUCTION OR HOSTING OF THE WEBSITE SHALL BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL OR PUNITIVE DAMAGES ARISING OUT OF YOUR USE AND/OR ACCESS TO THE WEBSITE OR ANY GOODS OR SERVICES CONTAINED HEREON. YOUR SOLE REMEDY FOR DISSATISFACTION WITH THE WEBSITE OR THE MATERIALS IS TO STOP USING THE WEBSITE OR THE MATERIALS.
BNI HAS NO OBLIGATION TO VERIFY THE IDENTITY OF ANY USER UTILIZING THE WEBSITE OR THE SERVICES AVAILABLE THEREON, NOR DOES BNI HAVE ANY OBLIGATION TO MONITOR THE USE OF THE WEBSITE BY OTHER USERS. BNI WILL NOT BE HELD LIABLE FOR IDENTITY THEFT OR ANY OTHER MISUSE OF YOUR IDENTITY OR INFORMATION.
WITHOUT LIMITING THE FOREGOING, AND TO THE FULLEST EXTENT PERMISSIBLE UNDER LAW, EVERYTHING ON THE WEBSITE IS PROVIDED TO YOU "AS IS" AND BNI SPECIFICALLY DISCLAIMS ALL WARRANTIES, EXPRESSED OR IMPLIED, INCLUDING WITHOUT LIMITATION THE WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT WITH RESPECT TO THE WEBSITE, ITS CONTENTS, AND ANY GOODS OR SERVICE PROVIDED VIA THE WEBSITE. IF YOU ARE DISSATISFIED OR HARMED BY BNI, THE WEBSITE OR ANYTHING RELATED TO BNI, YOU MAY LEAVE BNI AND MEMBERSHIP IN THE WEBSITE AND TERMINATE THE AGREEMENT AND SUCH TERMINATION SHALL BE YOUR SOLE AND EXCLUSIVE REMEDY.
Notwithstanding the foregoing, in the event that a court shall find that the above disclaimers are not enforceable, the Parties agree that neither BNI nor any of its subsidiaries, affiliated companies, employees, shareholders, or directors (or, as to Visitors, Franchisees) shall be liable for (1) any damages in excess of the membership fees paid by you for your participation in one year of BNI, or (2) any indirect, incidental, punitive, special, or consequential damages or loss of use, lost revenue, lost profits or data to you or any third party from your use of the Website or any Services, Content, Submissions, Materials or other materials on, accessed through or downloaded from the Website, even if BNI is aware or has been advised of the possibility of such damages. This limitation shall apply regardless of the basis of your claim or whether or not the limited remedies provided herein fail of their essential purpose. You acknowledge that you have entered into this Agreement as a commercial customer and not as an individual consumer.
This limitation shall not apply to any damage that BNI causes you intentionally and knowingly in violation of this Agreement or applicable law that cannot be disclaimed in this Agreement.
You agree to defend, indemnify and hold harmless BNI, its affiliates and its suppliers, and each of their respective partners, employees, representatives and agents (and if applicable, Franchisees), from and against all claims, losses, costs, damages, liabilities and expenses (including, but not limited to, attorney fees) arising out of:
• Your activities in connection with the Website;
• Any violation of this Agreement by you;
• Any improper or unauthorized use of the Materials by you;
• Any conduct, activity or action which is unlawful or illegal under any state, federal or common law, or violative of the rights of any individual or entity, engaged in, caused by, or facilitated in any way through the use of software or information which appears on the Website;
• Any allegation that anything you transmit or attempt to transmit, including but not limited to any Content or Submission you submit, post, or otherwise make available, through or in connection with the Website, infringes or otherwise violates the intellectual property, privacy or other rights of any third party.
To the extent that you voluntarily provide your login, password or member information to another, you agree to be bound by and responsible for their actions hereon.
CHOICE OF LAW AND JURISDICTION
Unless otherwise specified, the Website and its contents are provided solely for providing information. The Website is controlled and operated by BNI from California, in the United States of America, regardless of where its servers may be located, from time to time. You agree that any dispute arising under the Agreement shall be resolved exclusively by arbitration as set forth below, and if not applicable, by California state or federal courts, applying New York law, regardless of any principles of conflicts of law and without regard to California's choice of laws doctrine. By your use, you waive any jurisdictional, venue or inconvenient forum objections to such courts for purposes of resolving these disputes.
Although the Website is available worldwide, you understand and agree that the law of your home jurisdiction may provide protections not provided in the United States, and that by visiting the Website, you unequivocally and unambiguously agree to submit and adjudicate any disputes which arise out of such use pursuant to the terms and conditions stated in this Choice of Law and Jurisdiction clause.
In any proceeding arising out of this Agreement, each party agrees that service may be made upon it by e-mail to BNI@BNI.com and to user at the address then on file and/or attached to the account of the user, to be followed by service by an internationally recognized carrier for no less than standard normal delivery.
LINKS TO OTHER WEBSITES
Your use of the Website, including any Services thereon, is subject to export and reexport control laws and regulations, including the Export Administration Regulations ("EAR") maintained by the United States Department of Commerce and any programs maintained by the Treasury Department's Office of Foreign Assets Control. You acknowledge that you may not export, re-export, sell, divert, transfer or otherwise dispose of any software or Service to any end-user without obtaining required authorizations. You also warrant that you are not prohibited from receiving US origin products, including but not limited to those that may appear on the Website.
POLICIES FOR CHILDREN
The Website is not directed to individuals under the age of 13, nor does it contain information which would be potentially harmful to minors in any way. However, we advise all visitors to the Website under the age of 13 not to disclose or provide any Personally Identifiable Information. In the event that BNI discovers that a child under the age of 13 has provided Personally Identifiable Information to us, we will delete the child's Personally Identifiable Information in accordance with the Children's Online Privacy Protection Act of 1998.
Please see the Federal Trade Commission's website for (www.ftc.gov) for more information.
Notwithstanding the foregoing, pursuant to 47 U.S.C. Section 230 (d), as amended, we hereby notify you that parental control protections are commercially available to assist you in limiting access to material that is harmful to minors. More information on the availability of such software can be found through publicly available sources. You may wish to contact your Internet Service Provider for more information.
Any action or dispute between the parties must be commenced within one year after the accrual of the cause of action, or shall be barred. Any action or dispute between the parties, including issues of arbitrability, shall, at the option of either party, be determined by arbitration administered by Arbitration Services, Inc. under their Commercial Arbitration Rules, (7600 Jericho Turnpike, Woodbury, NY 11797; e-mail: firstname.lastname@example.org; phone: 516-364-1730; website: www.arbitr8ors.com), or any other arbitration company located in California whose rules are substantially similar to the Commercial Arbitration Rules of the American Arbitration Association. An arbitrator's award shall be binding upon the parties and may be entered as a judgment in any competent court. To the extent that you breach this Agreement, and arbitration is necessary to enforce this Agreement, or to stop violative conduct, and an Arbitrator grants relief to BNI, you agree to pay the costs associated with the arbitration as well as BNI's legal fees.
If any provision of this Agreement is found for any reason to be unlawful, void or unenforceable, then that provision will be given its maximum enforceable effect, or shall be deemed severable from this Agreement and will not affect the validity and enforceability of any remaining provision.
ENTIRE AGREEMENTS AND AMENDMENTS
This Agreement and those encompassed by reference constitute the entire agreement between you and BNI regarding your use and interaction with the Website. This Agreement supersedes any and all prior agreements related to this topic, whether written or oral. Any amendments to this Agreement by you must be in writing, and BNI shall not be bound to any action of activity that it does not so bind itself to do in writing. BNI may modify this Agreement at any time by posting modified terms to the Website, and all such terms will be binding prospectively, but not retroactively, upon posting.
All notices to you under this Agreement may be provided via e-mail or any other communications means you provide to the Website. All notices from you to BNI's address indicated above must be sent to:
545 College Commerce Way
Upland, CA 91786
Any failure by BNI to enforce any term of this Agreement against you or any other user shall not be considered a waiver of BNI's right to enforce this Agreement as to any future violations committed by you or any other user.
This Agreement is personal to you, and you have no right to assign this Agreement to any party. BNI may assign all or part of this Agreement to any party, at any time. BNI may substitute itself, by way of unilateral novation, effective upon notice to you or upon posting to the Website, for any third party that assumes BNI's rights and obligations under this Agreement.
© 2013 BNI All rights reserved.
If you believe in good faith that any Content, Submission, or other material posted on the Website infringes the copyright in your work, please contact our copyright agent, designated under the Digital Millennium Copyright Act ("DMCA") (17 U.S.C. §512(c)(3)), with correspondence containing the following:
• A physical or electronic signature of the owner, or a person authorized to act on behalf of the owner, of the copyright that is allegedly infringed;
• Identification of the copyrighted work claimed to have been infringed;
• Identification, with information reasonably sufficient to allow its location of the material that is claimed to be infringing;
• Information reasonably sufficient to permit BNI to contact you;
• A statement that you have 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,
• A statement that the information in the notification is accurate, and under penalty of perjury, that you are authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.
You acknowledge that if you fail to comply with all of the requirements of this Section, your DMCA notice may not be valid. For any questions regarding this procedure, or to submit a complaint, please contact BNI's designated DMCA Copyright Agent:
Adam R. Bialek
Wilson Elser Moskowitz Edelman Dicker LLP
150 E. 42nd Street
New York, New York 10017
Please send a copy of said notice to:
BNI Enterprises, Inc.
545 College Commerce Way
Upland, CA 91786
© 2013 BNI All rights reserved.
COMPLAINT POLICY (INCLUDING TRADEMARK AND PRIVACY)
If you believe in good faith that any Content, Submission, or other material posted on the Website infringes any of your rights other than in copyright, or is otherwise unlawful, you must send a notice to BNI@BNI.com with a copy to Adam Bialek at Adam.Bialek@wilsonelser.com, containing the following information:
• Your name, physical address, e-mail address and phone number;
• A description of the Content, Submission, or other material posted on the Website that you believe violates your rights or is otherwise unlawful, and which parts of said materials you believe should be remedied or removed;
• Identification of the location of the material on the Website;
• If you believe that the material violates your rights, a statement as to the basis of the rights that you claim are violated;
• If you believe that the material is unlawful or violates the rights of others, a statement as to the basis of this belief;
• A statement under penalty of perjury that you have a good faith belief that use of the material in the manner complained of is not authorized and that the information you are providing is accurate to the best of your knowledge and in good faith; and,
• Your physical or electronic signature.
If we receive a message that complies with all of these requirements, we will evaluate the submission, and if appropriate, in BNI's sole discretion, BNI will take action. We may disclose your submission to the poster of the claimed violative material, or any other party.
© 2013 BNI All rights reserved.
YOUR PRIVACY RIGHTS
Effective Date of Current Policy: May, 24 2013
Regardless of where our servers are located, your personal data will be processed by us in the United States, where data protection and privacy regulations may or may not be to the same level of protection as in other parts of the world. BY VISITING THIS WEBSITE, YOU UNEQUIVOCALLY AND UNAMBIGUOUSLY CONSENT TO THE COLLECTION AND PROCESSING IN THE UNITED STATES OF ANY PERSONAL AND NON-PERSONAL INFORMATION COLLECTED OR OBTAINED BY BNI THROUGH VOLUNTARY SUBMISSIONS, AND THAT UNITED STATES LAW GOVERNS ANY SUCH COLLECTION AND PROCESSING.
EUROPEAN COMMISSION SAFE HARBOR COMPLIANCE
Notwithstanding the territoriality statement above, BNI complies with the U.S.-EU Safe Harbor Framework and the U.S.-Swiss Safe Harbor Framework as set forth by the U.S. Department of Commerce ("Safe Harbor") regarding the collection, use, and retention of personal information from European Union ("EU") member countries and Switzerland, as well as such data collected from Canada. BNI has certified that it adheres to the Safe Harbor Privacy Principles of notice, choice, onward transfer, security, data integrity, access, and enforcement.
For more information regarding Safe Harbor, please consult the United States Department of Commerce at www.export.gov/safeharbor
COLLECTION OF INFORMATION
Personal Information is defined as your name or information that would enable you to be contacted, as well as your profession, and any financial or medical information about you.
The purpose of the BNI Connect Website is to allow BNI members or other permitted participants to voluntarily share their personal information with each other. There is no requirement to participate in the BNI Connect Website. If you provide Personal Information to the Website, it will be collected and stored by BNI in order for you to use the BNI Connect Website. If you are concerned about providing your information to BNI for this purpose, please do not use the Website, and notify your chapter and Executive Director that you choose to opt out of being included in BNI Connect.
Through this website, BNI collects no Personal Information about you unless you voluntary submit it. You may submit information by clicking on various links, such as "Contact Us." Additionally, BNI collects such information when you apply for membership, register for the Website, request information, register for a user-name, complete the "profile" area of your account, or purchase any item on any BNI affiliated website, or in a number of additional manners.
BNI may collect non-Personal Information about you or your activity at the Website. Non-Personal Information may be collected at various stages in the Website, including when you post non-Personal Information to your profile. The Website may automatically recognize and store information about the type of browser you are using; your Internet Protocol ("IP") address; the time, date, and length of your visit; the pages you visit, and the referring site. This information, if collected, is collected via computer code sent to your computer (commonly referred to as "cookies"). The cookies may not expire, unless you manually delete them or set your browser to reject them. If you do not accept the cookies, however, you may have difficulty navigating the Website. Furthermore, the Website may utilize Web beacons, embedded Web links, and other commonly used information-gathering tools.
BNI uses non-personal information to manage the Website. BNI may analyze the data about visits to the Website to make it more accessible and interesting for visitors. BNI may share this data with third parties, usually to provide services for BNI associated with the maintenance of the Website. Additionally, BNI may disclose information about which Website pages you visit on the Website.
If you submit Personal Information to the Website, the information will be used for the purpose you requested or for which it is collected or for any purpose you subsequently authorize. That information may be stored and maintained for as long as is reasonable necessary to effectuate the service you request and for a reasonable time thereafter. BNI will process this information in a manner which is consistent with the purposes for which it has been collected or subsequently authorized by you.
The Personal Information that you provide to the Website to be posted to your profile or otherwise made available may be shared with other users of the Website. There are a number of ways in which you may control how much information you provide to the Website is shared with other users, and BNI will take efforts to comply with your requests; however, you information may be used by BNI and the Website as well as Franchisees in the manner in which is it otherwise authorized in this policy. If you choose to communicate with other Website users through internal functionality, such communications may utilize your Personal Information, and may disclose such information to the user to whom your communication is directed.
Additionally, BNI may use such information to contact you regarding the Website or to inform you of other products or services available from BNI and its affiliates. BNI may also use such information to contact you via surveys to conduct research about your opinion of current services or of potential new services to be offered. BNI may, from time to time, contact you on behalf of external business partners about a particular offering that may be of interest to you. BNI may also use such information to conduct research for the benefit of BNI and its membership.
In addition, BNI may share data with trusted partners to help us fulfill your request, perform statistical analysis, send you email or postal mail, provide customer support, or arrange for deliveries. All such third parties are prohibited from using your personal information except to provide these services to BNI, and they are required to maintain the confidentiality of your information. Under no circumstances will BNI be held responsible by any failure by such a third party to comply with the EU Privacy Directive, Safe Harbor Principles or any agreement with BNI to adhere to such requirements, except as provided by the Safe Harbor Principles or applicable law.
BNI Connect allows your data to be shared with the Franchisee in whose region your chapter is located, as well as the employees and independent contractors retained by that Franchisee. You expressly agree to this sharing of data and Franchisee agrees to abide by at least the same level of data security afforded by BNI. Under no circumstances will BNI be held responsible by any failure by such Franchisee to comply with the EU Privacy Directive, Safe Harbor Principles or any agreement with BNI to adhere to such requirements, except as provided by the Safe Harbor Principles or applicable law.
To the extent that the Safe Harbor Principles or Canadian law applies to your data, BNI will ensure that any such third party transferee subscribes to Safe Harbor Principles, is subject to the EU Privacy Directive and Swiss data protection standards, or otherwise agrees to comply with the U.S.-E.U. and U.S.-Swiss Safe Harbor Principles as they relate to any personal information such third party obtains from BNI. Under no circumstances will BNI be held responsible by any failure by such a third party to comply with the EU and U.S.-Swiss Safe Harbor Principles or any agreement with BNI to adhere to such requirements, except as provided by the U.S.-E.U. and U.S.-Swiss Safe Harbor Principles or applicable law.
Furthermore, BNI may disclose any information collected to the extent BNI reasonably believes that such disclosure is desirable to comply with the law, such as in response to any subpoena, to the extent reasonably necessary to establish or defend a legal claim and for other purposes permitted by applicable law. Additionally, any such information may be transferred to a third party in the event of a sale, acquisition, merger or bankruptcy involving BNI or any subsidiary or section thereof.
If you do not wish BNI or Franchisee to use your information in accordance with this Policy, please do not submit any Personal Information to BNI or Franchisee.
CONSENT TO PROCESS INFORMATION
By using the Website and submitting information to it, you hereby consent to allow BNI to process information in accordance with this Policy. You understand that Personal and non-Personal Information you submit to the Website or that is collected when you visit the Website may reveal your identity or aspects about it and about you. You may withdraw your consent at any time by terminating your account from the Website, in accordance with Website procedure, and by contacting BNI at BNI@BNI.com. Please note that if you withdraw your consent, BNI may terminate your account, but BNI may retain your Personal Information and non-Personal Information in a non-public format to process aggregate data, or in a non-aggregate format for business purposes, as BNI, in its sole discretion, deems appropriate. Although BNI may retain your information that it collects, it is under no obligation to do so, and may delete its records of your information at any time, without your consent and in BNI"s sole discretion.
ACCESS, UPDATE AND OPT-OUT
If you would like to access or update any information you have sent to BNI, if you do not want to receive information from BNI or if you would like to limit your information's use or disclosure, please contact us at BNI@BNI.com.
At such a time, BNI may request that you verify your identify so that BNI may ensure the accuracy and lawfulness of granting you such access.
BNI will make reasonable efforts to honor any request you make, including requests to access and update the information stored by BNI and requests that BNI forgo contacts with you in the future or delete your information, except to the extent that the burden for providing such access and correction would be disproportionate to the risks to your privacy in the case in question, or as otherwise permitted by applicable law. Please note that if you make an opt-out request or a request to modify your information, BNI will retain your contact information or your original information to make efforts to ensure that you are not contacted in the future and for archival purposes. Additionally, please note that if you request BNI to refrain from sharing your information with third parties, BNI may be unable to fulfill various requests made by you.
To the extent required by the CAN-SPAM Act, or other similar domestic and international regulation, commercial e-mail messages will provide you with an opportunity to opt-out of receiving such information. Please note that changes to your preferences may not be effective immediately.
COMPLIANCE AND ENFORCEMENT
If you have a complaint regarding a specific instance of data collection or processing engaged in by BNI which pertains to your personal information, please contact us at BNI@BNI.com. BNI will make reasonable attempts to resolve any such complain in accordance with internal policy. If any such a dispute with an EU, Swiss or Canadian citizen resident cannot be resolved through our internal processes, BNI will cooperate with competent EU or Swiss data protection authorities or the Office of the Privacy Commissioner of Canada and comply with the advice of such authorities. In the event that BNI, the EU or Swiss data protection authorities or the Office of the Privacy Commissioner of Canada determine that BNI did not comply with this Policy, BNI will take appropriate steps to address any adverse effects and to promote future compliance.
BNI attempts to secure your personal information from unauthorized access, use or disclosure. BNI attempts to secure the Personal Information you provide on computer servers in a controlled, secure environment, protected from unauthorized access, use or disclosure. When Personal Information is transmitted to other websites, it is protected through the use of encryption, such as the Secure Socket Layer (SSL) protocol. It is your sole responsibility to protect the confidentiality of your password or other Website login information, and BNI will not be held responsible for any unauthorized use of such information.
ADDITIONAL PRIVACY RIGHTS
California law, allows California residents to request certain information regarding our disclosures in the prior calendar year, if any, of their personally identifiable information to third parties. Similar rights are available to individuals who are citizen residents of countries in the European Economic Area (EEA), Switzerland and Canada, and perhaps elsewhere. To make such a request, please contact us at BNI@BNI.com with "Request for Privacy Information" in the letter subject line. You must include sufficient detail for us to locate your file; at a minimum, your name, email, postal address and chapter name and location.
We will attempt to provide you with the requested information within thirty (30) days of receipt. We reserve our right not to respond to requests sent more than once in a calendar year, or requests submitted to an address other than the one posted in this notice. Please note that the California Shine the Light law does not cover all information sharing. Our disclosure only includes information covered by the law.
© 2013 BNI All rights reserved.
Effective Date: May 24, 2013
© 2013 BNI All rights reserved.