Terms of Use

BeOnAlert’s Terms of Use

Revised: March 1st, 2018

 

The following is BeOnAlert’s Terms of Use agreement. For purposes of this agreement, from here on in: “Terms” will refer to these Terms of Use, which also include our Privacy and Cookie Policy; “BeOnAlert”, “The Company”, “we,” “us,” and “our” refers to BeOnAlert as a corporation; the “BeOnAlert team” or the “BeOnAlert Group” refers to all employees, shareholders, and owners of BeOnAlert as an entity, including freelancers and subcontractors; the “BeOnAlert Service” or “Service” refers to all of the websites, mobile applications, browser extensions, plugins, emails, and any other software or service owned and provided by The Company; the “Public Registry” refers to the publicly-accessible and searchable sexual harassment database provided by the BeOnAlert Service; “Report” refers to the sexual harassment submission form available on our site for those who wish to report an incident of sexual harassment at their workplace; “Reporter” refers to someone who submits a Report of sexual harassment to the BeOnAlert Service; the “Accused” refers to the supposed perpetrator of the reported incident of sexual harassment; “content” refers to any information or data authored, submitted and posted on the BeOnAlert Service by any registered or unregistered User of, or account holder with, the BeOnAlert Service, the BeOnAlert team, or any other third-parties; “you” and “your” refers to any registered or unregistered User of the BeOnAlert Service, whether that is in the capacity of a general User; a Reporter; Accused; a company; employer; an HR or other company representative; or a legal, psychologist, HR or other professional service provider. As used in these Terms, the word “including” means “including but not limited to.”

The following Terms apply when you view or use the BeOnAlert Service.

Please review the following Terms carefully. By accessing or using the Service, you signify your agreement to these Terms. Your active use of the BeOnAlert Service constitutes an agreement to these Terms. If you do not agree to be bound by these Terms in their entirety, you may not access or use the Service.  

These Terms are effective immediately for any and all unregistered or registered Users who use the Service on or after the latest revision date. Users with registered accounts, or unregistered active Users, which existed prior to the latest revision date of these Terms are subject to any terms and conditions that existed at the time of their registration or when they commenced active use of the BeOnAlert Service, as well as any terms and conditions that were added during the period between their time of registration/first active use and the time of publication of the latest revision of these Terms.

For those accounts which are in existence at the time of publication of the latest revision of these Terms, any changes made to these Terms between the time of the penultimate revision and the newest revision will come into effect 30 days after the newest revision is published on the BeOnAlert Service. If you have agreed to an earlier version of these Terms but do not agree to any new changes made to these Terms in subsequent revisions you must close your account within the 30 day period allocated after the date on which the newest revision is published – your continued use after this 30 day period constitutes your agreement to these Terms. Please note that even after closing your account you are still eternally legally bound by any and all terms and conditions you agreed to at the time of your registration or when you actively started using the BeOnAlert Service, as well as any terms and conditions which existed between the date you started using the service and the date on which the newest revision was published.

Please note: These Terms require the use of arbitration on an individual basis to resolve disputes, rather than jury trials or class actions, and also limit the remedies available to you in the event of a dispute.

BY CHOOSING TO USE THE BEONALERT SERVICE YOU ARE AGREEING IN FULL TO THE FOLLOWING TERMS:

  1. PRIVACY POLICY

The Company respects the privacy of its Service Users. Please refer to The Company’s Privacy Policy which explains how we collect, use, and disclose information that pertains to your privacy. When you access or use the Service, you signify your agreement to the Privacy Policy as well as to these Terms.

  1. ABOUT THE SERVICE

The Service allows you to privately share information and make public certain information pertaining to incidents which you believe in good faith to be deemed sexual harassment in the workplace. It also allows you to communicate with the BeOnAlert team, other users, Reporters, employers or companies, legal council, psychologists, HR advisors, or other professional service providers privately and publicly. You may also access content and other resources related to managing sexual harassment in the workplace posted by, or in connection with, other Users, Reporters, employers or companies, the BeOnAlert team, legal professionals, psychologists, HR advisors, or other professional service provider.

  1. REGISTRATION, ACCOUNT SET-UP, AND USE OF ACCOUNT

If you are a resident of the United States, you must be at least 18 years old to register for and use this service. If you are resident outside the United States then you must be of legal age of majority (not a minor) to register for and use this service, and will only be able to do so when the BeOnAlert Service and The Company launch a version of the service in your location. You must also have the power and authority to register for and use the Service. The BeOnAlert Service is for your non-commercial and personal use only unless we enter into a separate agreement with you. If we have deleted your account or banned you then you must not use the BeOnAlert Service.

If you are a User who signs up for the Service, you will create a personalized account which includes a unique username and a password to access the Service and to receive messages and notifications from the BeOnAlert team. You must provide us with a valid email address in order to do this. If we cannot reach you on the email address you provide then we reserve the right to disable your account and remove/reject publication of your content. You must take sole responsibility to keep your password private from others. You must take full, sole responsibility for any and all use of your account. You agree to notify us immediately of any unauthorized use of your login details and/or account. The Company will not be responsible for any liabilities, losses, or damages arising out of the unauthorized use of your username, password and/or account.

There are three types of User accounts on the BeOnAlert Service:

  1. Those provided to former/ current employees₁ of a particular company; sexual harassment Reporters; claimants in a sexual harassment case; those who believe or suspect they have been victims of sexual harassment in the workplace – in general, referred to herein as ‘Reporter Accounts’. Reporter Accounts live in the Reporter Platform – a web platform through which Reporters can access their Report details and can comment privately with the BeOnAlert team, employers, lawyers, HR advisors, and other professional service providers.
  2. Those provided to employers₂; business owners; company representatives; HR personnel/ persons responsible for the handling of sexual harassment claims in their company – in general, referred to from here on in as ‘Employer Accounts’. Employer Accounts live in the Employer Platform – a web platform through which Employers can access their account details and can comment privately with the BeOnAlert team, Reporters, employees, lawyers, HR advisors, and other professional service providers.
  3. Those provided to lawyers, HR advisors, psychologists, or other professional service providers who provide services to the BeOnAlert Service users – in general, referred to herein as ‘Service Provider Accounts’. Service Provider Accounts live in the Service Provider Platform – a web platform through which service providers can access their case details and can comment privately with the BeOnAlert team, Reporters, employers, and other professional service providers.

₁) For the purpose of the Service, we consider an ‘employee’ to be any of the following: any person who is currently employed/ has been employed by a business – by ‘employed’ we mean anyone who receives a regular salary from a business, regardless of whether the salary is taxable – in a full-time or part-time, permanent, semi-permanent, or temporary capacity with or without a contract from the employer; any contractor, freelancer, soletrader, self-employed person, 1099 (or equivalent) who provides/ provided a one-off or regular service in exchange for money to a company/ employer/ business; a current/ past civil service worker or government employee; current/ past member of the army or defense forces; current/ past volunteers with a non-profit organization or charity; current/ past entrepreneurs who received investor funding; anyone working/ who has worked in the entertainment or creative industries who provides a product/ service in exchange for money; anyone who provides/ provided any work that is an integral part of the employer’s value chain in exchange for money.  

₂)For the purpose of the Service, we consider an ‘employer’ to be any of the following: a registered company, organization, corporation, non-profit, or charity;  a soletrader, freelancer, contractor, or self-employed person who pays another person for goods or services; a government body/organization or part of the defense forces; an investor, board member, or stakeholder in a business; a home, business, or other property owner who enlists and pays for the service of any contractor, freelancer, soletrader, or self-employed person; a non-profit or charitable organization.

3.1 REPORTER ACCOUNTS

Upon setup of a Reporter Account on the Reporter Platform we will create a personal profile from which certain information will be made viewable to the BeOnAlert team and possibly, with the Reporter’s written consent, to a legal professional, HR advisor, or other professional service provider; their employer and/or the employer of the Accused; and/or a representative from The Reporter or The Accused’s company. Trained reviewers on the BeOnAlert team will be able to access the following: the answers in the Reporter’s submission form as well as any edits made; the Reporter’s name; their company email address or the social media handle used to log in; and any comments made with the BeOnAlert team, an employer, a lawyer, or other professional service provider via the Reporter Platform. With prior approval from the Reporter, an allocated legal advisor will also have access to the following: the answers to the Reporter’s submission form as well as any edits made; their name; personal or work email address or the social media handle used to log in; and any comments made with the BeOnAlert team, an employer, a company representative, legal advisors, or other professional service provider via the Reporter Platform.

Sensitive personal, private, or financial information from Reporter accounts will never be automatically made publicly accessible – this includes: first and surnames, emails, dates of birth, addresses, places of work, phone numbers, or credit card details. The information provided by Reporters through their account which is made public on the BeOnAlert Service is limited to the following (except in the case that the Reporter gives us written permission to share other information and we agree in writing to do so): 1) that which pertains to The Accused in the Reporter’s submission form – this may include any or all of the following: the name of the Accused; their work email; their LinkedIn handle; the nature of the harassment; the Reporter’s description of the harassment (providing it doesn’t reveal their identity); the Accused’s current or previous employer; the timeframe of the harassment; and the number of allegations made against the Accused by other Reporters; 2) if the Reporter chooses to make any comments on a public thread on the BeOnAlert Service then these will be visible to the public and the profile name associated with these will be displayed 3) any information, content, or images published through a Reporter account on the public-facing profile or any other public-facing area of the BeOnAlert Service in accordance with our Community Guidelines, Terms of Use, and Privacy Policy.

With the Reporter’s written permission we may share certain information privately from a Reporter’s profile or account with other Reporters, with professional service providers, with an employer, or with a company representative so they may connect with the Reporter for mutually beneficial purposes, for example, to enable our Reporters to come to a satisfactory resolution of their case, to find witnesses for court testimony, or to enable them to seek professional assistance with their case.

3.2 EMPLOYER ACCOUNTS

Upon setup of an Employer account, BeOnAlert will create a corporate profile in which certain information will be made viewable to the BeOnAlert team. The BeOnAlert team will be able to see the corporate contact information, corporate email address or the social media contact information used to log in; any Reports associated with the corporate profile; as well as any comments made via the Employer Platform with any of the BeOnAlert team, Reporters, employees, lawyers, HR advisors, or other professional service providers. When comments are made via the Employer Platform these may also be visible to those employees, Reporters, lawyers, HR advisors, or other professional service providers with whom the account holder chooses to communicate via the Employer Platform – these will not be visible to the general public.

We will never share any login details or other sensitive personal, corporate, private or financial information from Employer accounts with the public. The information from an Employer account which is made public on the BeOnAlert Service is limited to the following (except in the case that we are given written permission to share other information and we agree in writing to do so): 1) any comments made on a public thread on the BeOnAlert Service by the holder of an Employer account – these will be associated with a company name and/or profile name; 2) any information, content, or images published by the holder of an Employer account on their public-facing corporate profile or any other public-facing area of the BeOnAlert Service in accordance with our Community Guidelines, Terms of Use, and Privacy Policy.

3.3 PROFESSIONAL SERVICE PROVIDER ACCOUNTS

Upon setup of a Legal, HR, or Other Professional Service Provider account we will create a professional profile from which certain information will be made viewable to the BeOnAlert team, namely: the account holder’s name; company; the email address or the social media handle used to log in; any cases associated with the professional; and any comments made by the account holder via the platform with any of the BeOnAlert team, colleagues, Reporters, employers, or any other professional service provider. When the account holder makes comments via the Attorney Platform, or any other Professional Service Provider Platform, these may also be visible to colleagues, Reporters, employers, lawyers, or other professionals with whom the account holder chooses to communicate via the platform – these will not be visible to the general public.

We will never share any login details or other sensitive personal, corporate, professional, private or financial information from your account with the public. The information provided by a Service Provider through a professional account which is made public on the BeOnAlert Service is limited to the following (except in the case that we are given written permission to share other information and we agree in writing to do so): 1) any comments made on a public thread on the BeOnAlert Service – these will be associated with the account holder’s company name and/or professional profile name; 2) any information, content, or images the account holder chooses to publish on their public-facing professional profile or any other public-facing area of the BeOnAlert Service in accordance with our Community Guidelines, Terms of Use, and Privacy Policy.

3.4 USE OF ACCOUNT RESTRICTIONS

In order to register as a User on the BeOnAlert Service you must complete the registration form by entering your current personal data truthfully. No nicknames, aliases or other obviously falsified data will be accepted. The applicant must further undertake to open not more than one User account. Registrations are valid for the User alone and are not transferable. Users must give immediate notice of any changes affecting their personal registration data. In cases where it transpires that Users have falsified personal data or have registered an incorrect address, BeOnAlert reserves the right to exclude them from access and to delete content used by or addressed to them.

In addition, your permission to use the BeOnAlert Service is conditioned upon the following use of account restrictions – you agree that you will not, under any circumstances:

  •    Impersonate another person, including his or her name, email address, job title, or any other personal information;
  •   Misrepresent your former or current affiliation with a company/ employer;
  •    Create an account under false or fraudulent pretenses; create multiple personal accounts under different names for the purpose of trolling, harassment, slander, or fraud; or create an account for anyone other than yourself;
  •   Violate these Terms, our Privacy and Cookie Policy, our Community Guidelines, or any applicable State or Federal laws or regulations;
  •    Access the Service for any reason other than your personal, non-commercial use solely as permitted by the normal functionality of the Service;
  •    Collect or harvest any personal data of any User of the BeOnAlert Service;
  •    Use the BeOnAlert Service for the solicitation of business in the course of trade or in connection with a commercial enterprise;
  •    Distribute any part or parts of the BeOnAlert Service or the Service without our explicit written permission (we grant the operators of public search engines permission to use spiders to copy materials from the BeOnAlert Service for the sole purpose of creating publicly-available searchable indices but retain the right to revoke this permission at any time on a general or specific basis);
  •    Use the Service for any unlawful purpose or for the promotion of illegal activities;
  •    Attempt to, or harass, abuse or harm another person or group;
  •    Use another User’s account without permission;
  •    Intentionally allow another User to access your account;
  •    Provide false or inaccurate information when registering an account;
  •    Provide false or inaccurate information regarding your personal details:
  •    Provide false or inaccurate information regarding someone else; this includes another person’s personal details, as well as any details or information which is untrue relating to an incident of sexual harassment, and any details or information which is untrue relating to any interaction whatsoever with any person;
  •    Interfere or attempt to interfere with the proper functioning of the Service;
  •    Make any automated use of the BeOnAlert Service or the related systems, or take any action that we deem to impose or to potentially impose an unreasonable or disproportionately large load on our servers or network infrastructure;
  •    Bypass any robot exclusion headers or other measures we take to restrict access to the Service, or use any software, technology, or device to scrape, spider, or crawl the Service or harvest or manipulate data;
  •    Circumvent, disable or otherwise interfere with any security-related features of the Service or features that prevent or restrict use or copying of content, or enforce limitations on use of the Service or the content accessible via the Service;
  •    Publish or link to malicious content of any sort, including that intended to damage or disrupt another User’s browser or computer;
  •    Use the BeOnAlert Service to send automated messages; to automate the creation of multiple accounts; or to scrape, strip, or mine any data from the BeOnAlert Service unless you have explicit written permission from The Company;
  •    Introduce automated agents or unauthorized software to the BeOnAlert Service;
  •    Deep-link to any part of the BeOnAlert Service without our explicit written permission;
  •    Frame, mirror, or incorporate any portion of the BeOnAlert Service into any website;
  •    Create any derivative works of the BeOnAlert Service that are a direct copy or a modified copy of the BeOnAlert Service or any of its content (unless it is your own User-generated content), or copy or use any information or data in connection with a competitive service as determined by BeOnAlert;
  •    Monetize access to the BeOnAlert Service or monetize content on the BeOnAlert Service by selling, reselling, renting, leasing, loaning, or trading, access to any content on the BeOnAlert Service.
  •    Decompile, disrupt, modify, reverse engineer, or otherwise interfere with any of the data or functionalities of the BeOnAlert Service;
  •    Create an undue burden on, intentionally disrupt, or interfere with the proper workings of the services or networks associated with the BeOnAlert Service;
  •    Introduce to the BeOnAlert Service, its servers, or networks, any worms, cancelbots, corrupted files, Trojan horses, viruses, time bombs, or any other malicious software;
  •    Attempt to breach any of the BeOnAlert Service’s security features.

3.5 POSTING AND CONDUCT RESTRICTIONS

When you create your own account on the BeOnAlert Service, you will be able to access, post, and comment on certain details related to sexual harassment cases. When you post content on the BeOnAlert Service you agree that you are solely responsible for the User Content that you post, upload, link to, or otherwise make available via the Service. You are obliged to use the BeOnAlert Service for lawful purposes, and in a way that is consistent with these Terms, as well as with any and all other applicable laws, regulations, or legally enforceable obligations (including contractual obligations).  By posting content to the BeOnAlert Service you understand and agree to adhere to our Community Guidelines.

You agree that we are only acting as a passive conduit for your online distribution and publication of your User Content. The Company, however, reserves the right to remove any User Content from the Service at its sole discretion. You accept that you may be subject to legal liability if the content you post, or your use of the BeOnAlert Service, violates applicable law or the rights of any third party.

BeOnAlert cannot be held liable for any claims or complaints in relation to content provided by you, the User, and any other third parties which is posted on the BeOnAlert Service. This is in accordance with Section 230 of the United States Communication Decency Act as well as any other similar law in other jurisdictions which prevent online service providers from being held liable for providing User-generated content to the public.

We grant you permission to use and access the Service, subject to the following express conditions surrounding User Content. You agree that failure to adhere to any of these conditions constitutes a material breach of these Terms.

By transmitting and submitting any User Content while using the Service, you agree as follows:

  •    You will not post content that is not owned by you, authored by you, licensed to you, that you do not have the right to use, or that is not in keeping with the conditions of these Terms/ our Privacy Policy/ our Community Guidelines;
  •    You are solely responsible for your account and the activity that occurs while signed into or while using your account;
  •    You will not post any information that is insulting, abusive, harassing, threatening, obscene, malicious, false, inaccurate, defamatory, fraudulent, libelous, slanderous, or racially, sexually, religiously, or otherwise objectionable and offensive;
  •    You will not post information that you know to be potentially misleading, and does not in good faith fairly represent your true and honest experience;
  •    You will not post propaganda for unconstitutional, extremist organizations, or political groups;
  •    You will not post content that is incitement to hatred or violence by dissemination of material published by unconstitutional organizations;
  •    You will not post content inciting or inducing others to commit a criminal offence;
  •    You will not post content glorifying or condoning violence;
  •    You will not post content glorifying or condoning war;
  •    You will not post political, ideological or religious confessions;
  •    You will not post content of a gratuitously or unnecessarily pornographic or violent nature which might be considered unlawful or offensive – this includes, in particular, child pornography, sexual acts involving human beings and animals, and images of primary sexual organs;
  •    You will not post or engage with content that condones or encourages any behaviour that is sexually or violently exploitative;
  •    You will not post any content that facilitates, endorses, or promotes illegal activity;
  •    You will not post any content that is of a commercial or promotional nature (unless you have explicit, written permission to so by the BeOnAlert team and are contractually allowed to by The Company) such as competitions, pyramid schemes, affiliate links, sweepstakes, barter agreements, advertising, or other form of solicitation;
  •    You will not post content relating to surveys or chain letters;
  •    You will not post content that is classifiable in the category of so-called spam, in particular when this takes the form of regularly repeated publications with identical or similar content;
  •    You will not post any content that implies you have an affiliation or endorsement with BeOnAlert, unless The Company gives you explicit, written permission;
  •    You will not engage with or solicit information from known minors;
  •    You will not disclose any information which you are legally obliged or contractually obliged not to disclose, or which violates the rights of any person;
  •    You will not violate the copyright, trademark, intellectual property or proprietary, patent, trade secret, privacy or publicity rights of any third party.  Pursuant to this, you are not permitted to publish, transmit or upload content or statements for which you do not possess the necessary rights (copyrights or other intellectual property rights) or which infringe such rights held by third parties; in particular: patents, copyrights, rights attaching to trademarks and other distinguishing marks, and other rights;
  •    You will not post content or send message which violate the USA CAN-SPAM Act or any other applicable anti-spam law;
  •    You retain all ownership rights to your User Content but you are required to grant the following rights to BeOnAlert and to Users of the Service (as set forth more fully under the “License Grant” and “Intellectual Property” provisions below): when you upload or post User Content to the BeOnAlert Service you grant BeOnAlert a worldwide, non-exclusive, royalty-free, transferable license to use, reproduce, distribute, prepare derivative works of, display, and perform that Content in connection with the provision of the Service; and you grant to each User of the Service, a worldwide, non-exclusive, royalty-free license to access your User Content through the Service, and to use, reproduce, distribute, prepare derivative works of, display and perform such Content to the extent permitted by the Service and under these Terms of Use;
  •    You will not submit content that is copyrighted or subject to third party proprietary rights, including privacy, publicity, trade secret, or others, unless you are the owner of such rights or have the appropriate permission from their rightful owner to specifically submit such content;
  •    You further undertake not to input content disguised as reports, which is actually advertising your or others products or services, or content disguised as reports, which consists solely of lists of products or services not belonging to the BeOnAlert Service;
  •    You understand that publication of user-generated content or contributions is a voluntary service provided by the publisher – the BeOnAlert Service. We reserve the right to exclude or delete such content and contributions at any time;
  •    You hereby agree that we have the right to determine whether your User Content submissions are appropriate and comply with these Terms of Service; to remove any or all of your submissions; and to terminate your account with or without prior notice;
  •    You understand and agree that any liability, loss, or damage that occurs as a result of the use of any User Content that you make available or access through your use of the Service is solely your responsibility. BeOnAlert is not responsible for any public display or misuse of your User Content.

3.6 CONTENT MONITORING

BeOnAlert does not, and cannot, pre-screen or monitor all User Content. However, at our discretion, we, or technology we employ, may monitor and/or record your interactions with the Service or with other Users.

3.7 USER CONTENT LICENSING

BeOnAlert does not assume outright ownership of any of the content you submit or post to the BeOnAlert Service. However, by submitting certain content to us you are granting us permission to use this content in the manner described in the following paragraphs. Content which we refer to in the following paragraph does not include information which is considered sensitive to a case of sexual harassment and/or which you, as a User, have explicitly asked us, in writing, not to disclose and which we agree not to disclose for the good of the case, or any information which we have been advised legally not to disclose publicly for the benefit of the case.

Information provided by Reporter’s which will not be shared publicly and will only be shared privately and upon explicit written consent with any or all of the following: the BeOnAlert team; legal, HR, psychological, or other professional service providers; and employers or company representatives, will be: the first and surname of Reporters; job title of Reporter; names or information pertaining to spouses, children, romantic partners, or family members; home addresses; personal email addresses; dates of birth; personal telephone numbers; financial details; or details of any identification documents.

By submitting all other content except for that which has been outlined in the previous paragraph you grant the BeOnAlert Service and The Company non-exclusive, unrestricted, perpetual, irrevocable, fully-paid and royalty-free license (with the right to sublicense through unlimited levels of sublicenses) to use, copy, perform, create derivative works of, adapt, display, and distribute this content in any media format (known to exist or not yet developed) in any part of the world. As far as is permitted by applicable law, you hereby expressly waive any and all of your moral rights applicable to our exercise of the foregoing license. You agree that this license includes the right for us to provide, promote, and improve on the service offered by the BeOnAlert Service and to make content submitted to or through the BeOnAlert Service available to other companies, organizations or individuals for the purpose of syndication, broadcast, distribution, or publication of such content on other media and services, subject to our Terms for such content use. No compensation will be paid to you with respect to the content that you post through the BeOnAlert Service. You should only submit content, other than that which is outlined in the first paragraph of this section, to the BeOnAlert Service which you are comfortable sharing with others under the terms and conditions of these Terms.

  1. DATA PROTECTION

The User undertakes to make all due allowance for generally recognized principles for data protection and data security and to comply with all obligations in connection with data protection.

4.1 PERSONAL DATA

The User hereby grants his consent to BeOnAlert to use and store any personal data disclosed by the User to the BeOnAlert Service either in the registration process, through activity on their account, the Report, for the purpose of communication, or obtained from its server’s protocol files within the BeOnAlert Service website. All such data will be collected, processed and used in accordance with legal regulations, in particular in accordance with the provisions of Section 5 of The Federal Trade Commission Act – 15 U.S.C. §§41-58 (FTC Act). BeOnAlert reserves the right to use this data for the purpose of informing the user of changes or updates to its services and/or anything we feel may be of importance or interest to the User. By sending us inquiries on our services, the User automatically grants his consent to use of his personal data in this manner.

4.2 ACTIVITY MONITORING

BeOnAlert reserves the right to monitor a User’s activities for the following reasons:

  • to fulfill its legal obligations;
  • to ensure legal protection of other Users;
  • to ensure compliance with these Terms;
  • to defend and protect BeOnAlert’s own rights;
  • to repair any technical defects or problems affecting the Features.

4.3 DATA DISCLOSURE TO THIRD-PARTIES

BeOnAlert is entitled to communicate certain User data, which shall not allow the identification of the User, to third parties for use in legal proceedings or for research purposes. BeOnAlert shall also be entitled to use this data itself for statistical purposes and for identification of trends.

BeOnAlert attaches great importance to retaining the trust of its Users. Consequently, we wish to give Users the opportunity to question us at any time on our use of their personal data. Users wishing to ask questions on our use of their personal data or who are experiencing doubts on our compliance with data protection regulations, and also any User seeking deletion of his personal data can send his request in writing at any time to the following address: BeOnAlert Inc., Attn: Legal Department, 177 Park Avenue, Suite 200, San Jose, CA 95113, United States.

For further information on data protection please refer to our Privacy and Cookie Policy.

  1. RIGHTS TO THE BEONALERT SERVICE CONTENT

In addition to content provided by our Users, the BeOnAlert Service also displays and makes available content provided by us and our licensors. We and our licensors own and retain all proprietary (including all intellectual property) rights over the content we provide and The Company owns and retains all property rights related to the BeOnAlert Service and The Company.

If you are a User, we hereby grant you permission to download, view, copy and print any content made viewable on the Public Registry through a limited, revocable, non-sublicensable license under the intellectual property rights licensable by us. You may use this content for your own personal, non-commercial use only, and in direct connection with your use of the BeOnAlert Service. You are not permitted to: 1. sell, reproduce, publish, display, modify, distribute, transmit, publicly perform, adapt, or create derivative works based on the BeOnAlert Service or its content (excluding your own content); 2. lease, loan, rent, or sell access to the BeOnAlert Service. BeOnAlert ® is a registered trademark of BeOnAlert, Inc. The logos, service marks, and trademarks (“Marks”) displayed on the BeOnAlert Service are our property or the property of third parties. You are not permitted to use these Marks without our explicit, prior written consent or without the explicit written consent of the third party who owns the Mark.

  1. ONLINE CONTENT DISCLAIMER

Opinions, advice, statements, offers, or other information or content made available through the Service, but not directly by The Company, are those of their respective authors, and should not necessarily be relied upon. Such authors are solely responsible for such content.

Those who author and post content on the BeOnAlert Service include: Reporters; employees; employers; The Company/ the BeOnAlert team; advertisers; legal advisors; HR advisors/ professionals; psychologists; sexual harassment dispute experts; and other professional bodies, service providers, or voices of authority.

The type of content posted and made publicly accessible on the BeOnAlert Service includes the following: company names and addresses; company ratings and reviews; job titles or names of specific persons/ The Accused (but not The Reporter); other details of a company/ business such as employee count/ number of sexual harassment claims associated with them; certain details from User Reports of suspected sexual harassment; certain details from suspected or proven sexual harassment claims and legal proceedings; employer responses to Reports of sexual harassment; educational material; certain employee profile information; certain employer profile information; certain Reporter profile information; certain profile information from lawyers, HR advisors, or other professional service providers; publically made user comments, opinions, discussions, forums, postings, correspondence, files, emails, data, images, photos, or other content; third party advertisements, messages, texts, work of authorship, or other material; and any information for which we have been given written permission to share by the owner of such information.

User provided content which will not be made automatically publicly accessible on the BeOnAlert Service without the User’s prior written consent is limited to: the Reporter’s name; the Reporter’s job title; the Reporters place of work; any of the information outlined in Section 3: (REGISTRATION, ACCOUNT SET-UP, AND USE OF ACCOUNT) of these Terms; and any content that violates these Terms, our Privacy Policy, or our Community Guidelines.

We do not guarantee the accuracy, completeness, or usefulness of any information on the BeOnAlert Service or the Service nor do we adopt nor endorse, nor are we responsible for, the accuracy or reliability of any opinion, advice, or statement made by other parties. We take no responsibility and assume no liability for any User Content that you or any other User or third party posts or sends via the Service. Under no circumstances will we be responsible for any loss or damage resulting from anyone’s reliance on information or other content posted on the Service, or transmitted to Users.

Though we strive to enforce these Terms of Use, you may be exposed to User Content that is inaccurate or objectionable when you use or access the BeOnAlert Service or the Service. We reserve the right, but have no obligation, to monitor the materials posted in the public areas of the BeOnAlert Service or the Service or to limit or deny a User’s access to the Service or take other appropriate action if a User violates these Terms or engages in any activity that either violates the rights of any person or entity, or which we deem to be unlawful, offensive, abusive, harmful, false, defamatory, or malicious.

Please note that emails sent between you and other participants that are not readily accessible to the general public will be treated by us as private to the extent required by applicable law.

The Company shall have the right to remove any material that in its sole opinion violates, or is alleged to violate, the law, or this agreement; which might be offensive; or that might violate the rights, or harm or threaten the safety of Users or others.  

Unauthorized use may result in criminal and/or civil prosecution under Federal, State and local law. If you become aware of a misuse of our Service or violation of these Terms, please contact us at: support@beonalert.com.

6.1 SPECIAL CONTENT PROVISIONS APPLICABLE TO REPORTERS:

When filling out our Report, completing your personal profile, or providing us with, submitting, or posting any data or information whatsoever, you agree that you will not under any circumstance:

  •   Provide to us any information or details – no matter how minute – pertaining to a case of suspected sexual harassment which you, in good faith, know to be false or misleading.
  •   Provide to us any information whatsoever pertaining to an ongoing, closed, dismissed, or resolved case of sexual harassment which you, in good faith, know to be false or misleading.
  •   Provide to us any personal information whatsoever which is false or outdated including but not exclusive to: your name, email addresses, employer name, job titles, personal names, birthdates, home addresses, work addresses, marital status, gender.
  •   Encourage other Users, employees, or colleagues to provide any information to the BeOnAlert Service which you know to be false or misleading.
  •  Solicit any other person to provide false accounts, alibis or witnesses to the BeOnAlert Service.
  •   Provide us with any documents or signatures that are forged, illegal, or non-compliant.
  •   Claim to be/ have been employed by any party/ employer/ company when you know in good faith that you are not/ have never been employed by them at any point in time pursuant to these Terms.
  •   Fail to remove information from the BeOnAlert Service which you once believed to be true but now know to be false.
  •   Try to bribe, persuade, blackmail, or encourage The Company in any way.
  •  Leak information and make it publically available via the BeOnAlert Service which you know to be confidential and protected by any act or legally binding agreement of non-disclosure and privacy protection.

6.2 SPECIAL CONTENT PROVISIONS APPLICABLE TO EMPLOYERS:

When completing your profile, responding to comments and posting, or providing us with, submitting, or posting any data or information whatsoever, you agree that you will not, under any circumstance:

  •   Provide to us any information or details – no matter how minute – pertaining to a case of suspected sexual harassment which you, in good faith, know to be false or misleading.
  •   Provide to us any information whatsoever pertaining to an ongoing, closed, dismissed, or resolved case of sexual harassment which you, in good faith, know to be false or misleading.
  •   Provide to us any personal or corporate information whatsoever which is false or outdated including but not exclusive to: emails, employee names, company name, job titles, personal names, birthdates, home addresses, work addresses, marital status, gender, previous or ongoing sexual harassment cases.
  •   Encourage other Users, employees, or colleagues to provide any information to the BeOnAlert Service which you know to be false or misleading.
  •  Solicit any other person to provide false alibis, witnesses, or statements to the BeOnAlert Service.
  •   Provide us with any documents or signatures that are forged, illegal, or non-compliant.
  •   Claim to have under your employment, or have had under your employment in the past, any person who has never been under your employment pursuant to these Terms.
  •   Deny to have under your employment, or have had under your employment in the past, any person who has in fact been under your employment pursuant to these Terms.
  •   Fail to remove information from the BeOnAlert Service which you once believed to be true but now know to be false.
  •   Try to bribe, persuade, blackmail, or influence The Company in any way.
  •  Leak information and make it publically available via the BeOnAlert Service which you know to be confidential and protected by any act or legally binding agreement of non-disclosure and privacy protection.
  •  Offer or provide incentives, use threats, or otherwise coerce any Users or employees to post or remove information.

6.3: SPECIAL CONTENT PROVISIONS APPLICABLE TO ADVERTISERS

This provision applies to all advertisers. Unless we agree otherwise, you may not use or otherwise process data collected or derived from ads (“Ad Data”) for any purpose (including retargeting, building or augmenting User profiles, allowing piggybacking or redirecting with tags, or combining with data across multiple advertisers’ campaigns) other than to assess the performance and effectiveness of your campaigns on an aggregate and anonymous basis. You may not, and you may not permit a third-party to, transfer or sell any Ad Data to, or use Ad Data in connection with, any ad network, ad exchange, data broker, or other party not acting on behalf of you and your campaigns. You may use information provided directly to you from Users if you provide clear notice to and obtain consent from those Users and comply with all applicable laws and industry guidelines, including those applicable to data protection.

6.4: SPECIAL CONTENT PROVISIONS APPLICABLE TO ALL THIRD-PARTY CONTENT ON THE BEONALERT SERVICE

Third-party content refers to any information or work of authorship posted by advertisers, as well as other third-parties including but not limited to: legal exerts, psychologists, therapists, medical professionals, workplace sexual harassment experts, business experts, Professional Service Providers, and any other other voices of authority, on the BeOnAlert Service.

The Company is not responsible, and does not endorse, any third-party content posted on the BeOnAlert Service. The Company cannot guarantee the accuracy, suitability, and reliability of any of the content posted by third-parties on the BeOnAlert Service and therefore assumes no responsibility for the posting and availability of any false, inaccurate, offensive, misleading, objectionable, defamatory, or unlawful content posted and made available by any of the advertisers, or other third parties who use the BeOnAlert Service.

6.5: LINKS TO OTHER SITES AND/OR MATERIALS

As part of the Service, we may provide you with convenient links to third party websites as well as content or items belonging to or originating from third parties, including third party sites, applications, software or content. These links are provided as a courtesy to Service subscribers. We have no control over Third Party Sites or Third Party Applications, Software or Content or the promotions, materials, information, goods or services available on these Third Party Sites or Third Party Applications, Software or Content. Such Third Party Sites and Third Party Applications, Software or Content are not investigated, monitored or checked for accuracy, appropriateness, or completeness, and we are not responsible for any Third Party Sites accessed through the BeOnAlert Service or any Third Party Applications, Software or Content posted on, available through or installed from the BeOnAlert Service, including the content, accuracy, offensiveness, opinions, reliability, privacy practices or other policies of or contained in the Third Party Sites or the Third Party Applications, Software or Content.

Inclusion of, linking to or permitting the use or installation of any Third Party Site or any Third Party Applications, Software or Content does not imply our approval or endorsement. If you decide to leave the BeOnAlert Service and access the Third Party Sites or to use or install any Third Party Applications, Software or Content, you do so at your own risk and you should be aware that our terms and policies, including these Terms of Use, no longer govern. You should review the applicable terms and policies, including privacy and data gathering practices, of any Third Party Site to which you navigate from the BeOnAlert Service or relating to any applications you use or install from the Third Party Site.

6.6: COPYRIGHT COMPLAINTS AND COPYRIGHT AGENT

We respect the intellectual property rights of others and require that the Users do the same. Pursuant to 17 U.S.C. 512(i) of the United States Copyright Act, we have adopted and implemented a policy that provides for the termination in appropriate circumstances of Users of the Service who are repeat infringers. We may terminate access for participants or Users who are found repeatedly to provide or post protected third party content without necessary rights and permissions.

If you are a copyright owner or an agent thereof and believe, in good faith, that any materials provided on the Service infringe upon your copyrights, you may submit a notification pursuant to the Digital Millennium Copyright Act (see 17 U.S.C 512) (“DMCA”) by sending the following information in writing to the our designated copyright agent at disputes@beonalert.com:

  1.   The date of your notification;
  2.   A physical or electronic signature of a person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed;
  3.   A description of the copyrighted work claimed to have been infringed, or, if multiple copyrighted works at a single online site are covered by a single notification, a representative list of such works at that site;
  4.   A description of the material that is claimed to be infringing or to be the subject of infringing activity and information sufficient to enable us to locate such work;
  5.   Information reasonably sufficient to permit the service provider to contact you, such as an address, telephone number, and/or email address;
  6.   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
  7.   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.

Counter-Notices: If you believe that your User Content that has been removed from the BeOnAlert Service is not infringing, or that you have the authorization from the copyright owner, the copyright owner’s agent, or pursuant to the law, to post and use the content in your User Content, you may send a counter-notice containing the following information to our copyright agent using the contact information set forth above:

  1.   Your physical or electronic signature;
  2.   A description of the content that has been removed and the location at which the content appeared before it was removed;
  3.   A statement that you have a good faith belief that the content was removed as a result of mistake or a misidentification of the content; and
  4.   Your name, address, telephone number, and email address, a statement that you consent to the jurisdiction of the federal court in California and a statement that you will accept service of process from the person who provided notification of the alleged infringement.

If a counter-notice is received by our copyright agent, we may send a copy of the counter-notice to the original complaining party informing such person that it may reinstate the removed content in ten (10) business days. Unless the copyright owner files an action seeking a court order against the content provider, member or User, the removed content may (in our sole discretion) be reinstated on the BeOnAlert Service in ten (10) to fourteen (14) business days or more after receipt of the counter-notice.

6.7 LICENSE GRANT

By posting any User Content via the Service, you expressly grant, and you represent and warrant that you have a right to grant, to the Company a royalty-free, sublicensable, transferable, perpetual, irrevocable, non-exclusive, worldwide license to use, reproduce, modify, publish, list information regarding, edit, translate, distribute, publicly perform, publicly display, and make derivative works of all such User Content, in whole or in part, and in any form, media or technology, whether now known or hereafter developed, for use in connection with the Service. However, unless you explicitly asks us to and with your and our written consent, we will not publish the names or job titles of Reporters.

6.8: INTELLECTUAL PROPERTY

You acknowledge and agree that we and our licensors retain ownership of all intellectual property rights of any kind related to the Service, including applicable copyrights, trademarks and other proprietary rights. Other product and company names that are mentioned on the Service may be trademarks of their respective owners. We reserve all rights that are not expressly granted to you under these Terms of Use.

Copyright/Trademark Information: Copyright © 2017, BeOnAlert Inc. All rights reserved. BeOnAlert™ is a trademark of BeOnAlert, Inc. The trademarks, logos and service marks (“Marks”) displayed on the Services are our property or the property of other third parties. You are not permitted to use these Marks without our prior written consent or the consent of such third party which may own the Mark.

7: WARRANTY DISCLAIMER & INDEMNITY

THE SERVICE, IS PROVIDED “AS IS,” WITHOUT WARRANTY OF ANY KIND. WITHOUT LIMITING THE FOREGOING, WE EXPRESSLY DISCLAIM ALL WARRANTIES, WHETHER EXPRESS, IMPLIED OR STATUTORY, REGARDING THE SERVICE INCLUDING WITHOUT LIMITATION ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, SECURITY, ACCURACY AND NON-INFRINGEMENT. WITHOUT LIMITING THE FOREGOING, WE MAKE NO WARRANTY OR REPRESENTATION THAT ACCESS TO OR OPERATION OF THE SERVICE WILL BE UNINTERRUPTED OR ERROR FREE. YOU ASSUME FULL RESPONSIBILITY AND RISK OF LOSS RESULTING FROM YOUR DOWNLOADING AND/OR USE OF FILES, INFORMATION, CONTENT OR OTHER MATERIAL OBTAINED FROM THE SERVICE. SOME JURISDICTIONS LIMIT OR DO NOT PERMIT DISCLAIMERS OF WARRANTY, SO THIS PROVISION MAY NOT APPLY TO YOU.

7.1: LIMITATION OF DAMAGES

RELEASE TO THE EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL BEONALERT, THE SERVICE, ITS AFFILIATES, DIRECTORS, OR EMPLOYEES, OR ITS LICENSORS OR PARTNERS, BE LIABLE TO YOU FOR ANY LOSS OF PROFITS, USE, OR DATA, OR FOR ANY INCIDENTAL, INDIRECT, SPECIAL, CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES, HOWEVER ARISING, THAT RESULT FROM: (A) THE USE, DISCLOSURE, OR DISPLAY OF YOUR USER CONTENT; (B) YOUR USE OR INABILITY TO USE THE SERVICE; (C) THE SERVICE GENERALLY OR THE SOFTWARE OR SYSTEMS THAT MAKE THE SERVICE AVAILABLE; OR (D) ANY OTHER INTERACTIONS WITH USE OR WITH ANY OTHER USER OF THE SERVICE, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE) OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT WE HAVE BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGE, AND EVEN IF A REMEDY SET FORTH HEREIN IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN THESE TERMS, WHERE PERMITTED BY APPLICABLE LAW, YOU AGREE THAT BEONALERT AND THE BEONALERT GROUP’S LIABILITY TO YOU FOR ANY LOSS OR DAMAGES ARISING FROM OR RELATED TO YOUR USE OF THE BEONALERT SERVICE (FOR ANY CAUSE WHATSOEVER AND REGARDLESS OF THE FORM OF THE ACTION), WILL AT ALL TIMES BE LIMITED TO ONE HUNDRED U.S. DOLLARS ($100). SOME JURISDICTIONS LIMIT OR DO NOT PERMIT DISCLAIMERS OF LIABILITY, SO THIS PROVISION MAY NOT APPLY TO YOU.

7.2: INDEMNITY

You agree to defend, indemnify, and not hold The Company or our subsidiaries and our and their respective employees, partners, agents successors and assigns, officers, directors, board members, and board advisors (collectively, the “the BeOnAlert Group”) responsible for any loss, liability, claim, or demand, made by any third party, including attorney fees and costs, due to or otherwise arising from the content you make available on, or your use of and conduct on the BeOnAlert Service, including due to or arising from your breach of any provision of these Terms.

You agree to take full and sole responsibility for any and all interactions with other Users, third-parties, and any advertisers through the BeOnAlert Service. We take no responsibility for the activity, conduct, or omissions of any User, third party, or advertiser associated with the BeOnAlert Service, whether online or offline. We take no responsibility for any false, misleading, or inaccurate content made available on the BeOnAlert Service either by Users or by any of the programming or digital equipment used by or associated with the BeOnAlert Service.

We take no responsibility, under any circumstance, for any damage or loss resulting from your use of the BeOnAlert Service, its content, or interactions with other Users, whether online or offline. The Company is not responsible for any delay in transmission of data, interruption, operational delays, or communications line failure; omission, error, deletion, defect; theft, destruction, unauthorized access, or alteration of, any communication between Users and/or advertisers. We take no responsibility for any technical malfunction related to hardware or software which has occured due to technical problems on the internet, or on the BeOnAlert Service, or a combination of the two – this includes any damages or injuries to a User, or any person’s computer, as a result of downloading materials associated with the BeOnAlert Service.  

The BeOnAlert Service is provided “as-is” and as available. We disclaim the following warranties and conditions: title; quiet enjoyment; merchantability; accuracy; fitness for a particular purpose; non-infringement; the promise that the BeOnAlert Service will meet your requirements; the promise that the BeOnAlert Service will always be available in a secure, timely, uninterrupted, and error-free fashion; the promise that the information you obtain from your use of the BeOnAlert Service will be accurate and reliable; as well as any warranties or conditions of any kind, expressed or implied.  

You agree to hereby release the BeOnAlert Group form any and all damages, losses, claims, demands, rights, and actions of any kind either directly or indirectly related to or arising from either: the data, content, conduct, or actions of any third parties, including other Users and advertisers; or, your own participation on any offline events.  

If you have a dispute with one or more Users you release us (and our officers, directors, agents, subsidiaries, joint ventures and employees) from claims, demands and damages (actual and consequential) of every kind and nature, known and unknown, arising out of or in any way connected with such disputes.

If you are a California resident using the Service, you may specifically waive California Civil Code §1542, which says: “A general release does not extend to claims which the creditor does not know or suspect to exist in his favor at the time of executing the release, which if known by him must have materially affected his settlement with the debtor.” By agreeing to these Terms, you are accepting that you are familiar with the provisions set out in Section 1542 of the California Civil Code and you are hereby expressly waiving and relinquishing all rights and benefits under Section 1542 of the California Civil Code and any law or legal principle of similar effect in any jurisdiction with respect to the releases and/or discharges granted herein, including but not limited to the releases and/or discharges of unknown claims.

  1. MODIFICATION OF TERMS OF USE

We can amend these Terms of Use at any time and will update these Terms of Use in the event of any such amendments. It is your sole responsibility to check the BeOnAlert Service from time to time to view any such changes in this agreement. Your continued use of the BeOnAlert Service or the Service signifies your agreement to our revisions to these Terms of Use. We will endeavor to notify you of material changes to the Terms by posting a notice on our homepage and/or sending an email to the email address you provided to us upon registration. For this additional reason, you should keep your contact and profile information current. Any changes to these Terms (other than as set forth in this paragraph) or waiver of our rights hereunder shall not be valid or effective except in a written agreement bearing the physical signature of one of our officers. No purported waiver or modification of this agreement on our part via telephonic or email communications shall be valid.

  1. TERMINATION OF ACCOUNT

While you are a registered User of the BeOnAlert Service with an active and open account, as well as while you are using the BeOnAlert Service as a general User, registered or non-registered, you are subject to these Terms. You have permission to delete your account at any time, we also hold the right to suspend or terminate your account or access to parts of the BeOnAlert Service at any time, with or without reason and notice. We are not liable for deletion of your account or deletion of any information you provide to us.

If you delete your account or if we terminate your account these Terms will still remain in effect, except for any provisions granting you access to or use of the BeOnAlert Service.

  1. DISPUTE RESOLUTION & BINDING ARBITRATION

PLEASE READ THE FOLLOWING SECTION WITH CARE AS IT AFFECTS YOUR RIGHTS IN THE CASE OF A DISPUTE BETWEEN YOU AND THE COMPANY. BY AGREEING TO THIS CLAUSE YOU ARE AGREEING TO ARBITRATION WHEN DEALING WITH DISPUTES AND CLAIMS ARISING WITH THE COMPANY OR YOUR USE OF THE BEONALERT SERVICE.

These Terms and any and all claims, disputes, or other legal proceedings by or between you or us, including but not limited to any such claims or disputes that are in any way related to or arising under these Terms or your access to or use of the BeOnAlert Service, or your dealings with The Company shall be governed by the laws of the State of California without giving effect to any conflict-of-laws principles that may otherwise provide for the application of the law of another jurisdiction. The parties agree that their arrangement under these Terms is in interstate commerce and that the Federal Arbitration Act applies to the construction of the “Agreement to Arbitrate” provision below.

Dispute resolution with us is pursuant to the following:  

10.1 GOVERNING LAW & JURISDICTION

These Terms of Use and your use of the BeOnAlert Service are governed by the federal laws of the United States of America and the laws of the State of California, without regard to conflict of law provisions. For any claims for which arbitration is inapplicable, you agree that such claims will be brought, as appropriate, in federal or state court in, respectively: the state courts located within Santa Clara County, California; or the federal courts in the Northern District of California (with preference to those nearest to the city of San Jose) and will be governed by laws of the State of California and federal law, without regard to any conflict of law provisions.

10.2: CLASS ACTION WAIVER: NO CLASS ARBITRATION, CLASS ACTIONS, OR REPRESENTATIVE ACTIONS

You and The Company both hereby knowingly agree that any dispute will be resolved though individual arbitration only and never be brought as a class action, class arbitration, or as a plaintiff or class member in any purported class or representative proceedings. You agree that all proceedings, whether it is through arbitration, or in court or before a competent tribunal, will be conducted solely on an individual basis, with neither class actions, class arbitrations, or as a member in a class or any other kind of consolidated representative action being permitted. You and The Company agree that no attempt will be made to solve any dispute by an individual on behalf of another individual or group through class arbitration or any other arbitration. Furthermore, you and The Company agree that no attempt will be made to bring a dispute as a class action or any other type of representative action, on behalf of any other individual or group, whether within or outside of arbitration. You hereby acknowledge that by agreeing and accepting this term, you are waiving your right to join a class action against The Company.

If, for some reason, the prohibition on class arbitrations set forth in this Dispute Resolution section cannot be enforced, then the entirety of this Agreement to Arbitrate will not apply. Where this Agreement to Arbitrate does not apply, the remainder of this Agreement and the Dispute Resolution section will continue to apply.

10.3: AGREEMENT TO BINDING ARBITRATION:

Henceforth, the term “dispute/s” refers to all disputes, claims, actions, causes of action, suits, demands, and proceedings between you and The Company relating to your use of the BeOnAlert Service and its services, your dealing with The Company, or these Terms.

If you reside in the United States of America, you and The Company both agree that any and all disputes between Users of the BeOnAlert Service and The Company arising under or related in any way to these Terms, and such Users’ use of the BeOnAlert Service and its various services as well as in their dealings with The Company, must be resolved through binding arbitration as described in this section (except for those cases outlined in the Exceptions to Arbitration clause set forth below)

By agreeing and entering into these Terms, both you and The Company are each agreeing to waive your respective right to trial by jury, to resolve through the courts, or to participate in a class action lawsuit when resolving any disputes – except for those outlined in the following section entitled “Exceptions To Arbitration”. Instead of trial by jury and court resolution, you and The Company agree to resolve any disputes in a cost effective manner through binding non-appearance-based (wherever possible) arbitration on an individual basis. Binding arbitration consists of the referral of disputes to the person/persons charged with reviewing the dispute and to come to a final and binding resolution, without having to go through the courts.

With the exception of the prohibition on class arbitrations set forth in this “Dispute Resolution” section, if an arbitrator or court decides that any part of this agreement to arbitrate is unenforceable, the other parts of this Agreement to Arbitrate will still apply.

10.3.1: EXCEPTIONS TO ARBITRATION:

Any disputes between you and The Company must be dealt with through arbitration except for any disputes which arise from, or are related to, 1) disputes in which either party seeks injunctive or other equitable relief, or seeks to bring an individual action against another in a small claims court, for the alleged unlawful use of intellectual property, including but not restricted to: logos, trademarks, trade names, trade secrets, patents, and copyrights; 2) small claims courts cases that qualify; 3) legal proceedings taking place in an attempt to obtain User-identifying information; 4) any legal proceedings brought against any of the BeOnAlert Group by companies or other legal entities; or individuals acting on behalf of such companies or other legal entities; and 5) any legal proceedings brought by any of the BeOnAlert Group against companies or other legal entities or individuals acting on behalf of any such companies or other legal entities.

Unless submitted to arbitration as set forth in the following paragraphs, all claims, disputes, legal proceedings or litigation related to this agreement and any action which arises as a result of your use of the BeOnAlert Service or dealings with The Company which are not subject to the “agreement to binding arbitration” set out above, are governed by the laws of the State of California without regard to, or application of, its conflict of law provisions or your state or country of residence. Furthermore, these claims will be brought and litigated exclusively in the state courts located within Santa Clara County, California, or the federal courts in the Northern District of California, as appropriate, and you consent to submit to the personal jurisdiction of and venue in each of these courts for the purpose of litigating such claims or disputes and waive any objection as to inconvenient forum.

10.3.2: INFORMAL DISPUTE RESOLUTION & NOTICE

You and The Company both agree to notify the other in writing within thirty (30) days of the date it arises of any arbitrable or small claims dispute brought against the other, this is so that both parties can attempt in good faith to resolve the dispute informally and in a time and cost efficient manner. This written notice must be sent by certified mail or Federal Express (signature required), or in the event that we do not have a physical address on file for you, by electronic mail (“Notice”). Notice to The Company should be sent to: BeOnAlert Inc., Attn: Diane Strutner at 177 Park Avenue, Suite 200, San Jose, CA 95113. In your letter please include your name, telephone number, both your work & personal email addresses, and postal address. Any notices we send to you will include our name, telephone number, email addresses, and postal address; a description of the nature and basis of the dispute; and the specifics regarding the relief we are seeking. If an agreement cannot be met and the dispute cannot be resolved within the allocated time frame of 30 (thirty) days, then you or The Company may choose to commence formal proceedings, namely an arbitration proceeding or, in accordance with this section and the ‘exceptions to arbitration’ clause above, file a claim in court.   

PLEASE NOTE: EMAIL MAY NOT BE USED TO PROVIDE NOTICE

Communications made through the Service’s email and messaging system will not constitute legal notice to BeOnAlert, the Service, or any of its officers, employees, agents or representatives in any situation where legal notice is required by contract or any law or regulation.

10.3.3: ARBITRATION PROCEDURE

Either you or The Company may start arbitration proceedings. Any arbitration between you and us will be finally settled by the Consumer Arbitration Rules of the American Arbitration Association (“AAA”), if applicable, as modified by this section. The AAA’s rules and a form for initiating the proceeding are available at www.adr.org. Arbitration between you and The Company shall be established through a mutually agreed, established, alternative dispute resolution provider.

Any arbitration will be conducted in the English language and unless otherwise required by a mandatory law of a member state of the European Union or any other jurisdiction, the law to be applied in any arbitration shall be the law of the State of California, United States, without regard to choice or conflicts of law principles.

The arbitrator and both parties must comply with the following: All arbitration proceedings for any claim where the total amount of the award sought is $10,000 or less, will take place by telephone, online, and/ or through written submissions (the specific manner shall be chosen by the party initiating the arbitration – which election shall be binding on you and The Company subject to the arbitrator’s discretion to require an in-person hearing), and will not require any personal appearances by the parties or witnesses, unless specifically and mutually agreed to by both parties or unless the arbitrator requires otherwise. In cases where an in-person hearing is held, you or The Company may attend by telephone,.

During the arbitration, the amount of any settlement offer made by you or BeOnAlert shall not be disclosed to the arbitrator until after the arbitrator makes a final decision and award, if any. All documents and information disclosed in the course of the arbitration shall be kept strictly confidential by the recipient and shall not be used by the recipient for any purpose other than for purposes of the arbitration or the enforcement of arbitrator’s decision and award and shall not be disclosed except in confidence to persons who have a need to know for such purposes or as required by applicable law. Except as required to enforce the arbitrator’s decision and award, neither you nor BeOnAlert shall make any public announcement or public comment or originate any publicity concerning the arbitration, including, but not limited to, the fact that the parties are in dispute, the existence of the arbitration, or any decision or award of the arbitrator.

The arbitrator will decide the substance of all claims in accordance with applicable law, including recognized principles of equity, and will honor all claims of privilege recognized by law. The arbitrator shall not be bound by rulings in prior arbitrations involving different Users, but is bound by rulings in prior arbitrations involving the same BeOnAlert Service User to the extent required by applicable law. The arbitrator’s award shall be final and binding. Any Judgement on the award rendered by the arbitrator may be entered in any court of competent jurisdiction.  For all purposes of this Agreement, the parties consent to exclusive jurisdiction and venue in the state or federal courts located in Santa Clara County, California.

In accordance with these Terms and the AAA, the allocated arbitrator will have exclusive authority and jurisdiction over all procedural and substantive decisions regarding the dispute, this includes the ability to determine whether or not the dispute is arbitrable. The arbitrator also has the authority to grant any remedy which would otherwise be available in court, under applicable law or at equity – this is under the provision that the arbitrator does not award declaratory or injunctive relief benefiting anyone but the parties to the arbitration, and does not have the authority to conduct a class arbitration or any other representative action prohibited by these Terms. Each party shall bear their own costs at arbitration, except in the case which a prevailing party shall be entitled to recover reasonable legal fees, costs, and expenses incurred as part of the arbitral proceeding.

In addition, the arbitrator may only conduct an individual arbitration at a time and may not consolidate more than one individual’s claims, preside over any proceeding involving more than one individual, or preside over any type of class or representative proceedings.

You hereby affirmatively consent to the dispute resolution and arbitration process described herein and waive all defenses or objections thereto, whether based on personal jurisdiction, forum, venue, service, or otherwise. Notwithstanding the foregoing, we may seek injunctive or other equitable relief to protect our intellectual property rights or in response or anticipation to any of your breaches of this Agreement in any court of competent jurisdiction.

10.3.4: FILING OF DISPUTES AND NOTICE

You and The Company hereby agree that any dispute (except for outlined in the clause “exceptions to arbitration”.) must be commenced, by filing a demand for arbitration within one (1) year after the date the party asserting the claim first knows or reasonably should know of the act, omission, or default giving rise to the claim – there shall be no right to any remedy for any claim not asserted within that time period. If the claim is not files within the allocated time period then the underlying claim will be permanently barred, permanently removing the right for you or The Company to assert such claim regarding the dispute at any other time. If applicable law prohibits a one-year limitation period for asserting claims, any claim must be asserted within the shortest time period permitted by applicable law.

PLEASE NOTE: EMAIL MAY NOT BE USED TO PROVIDE NOTICE

Communications made through the Service’s email and messaging system will not constitute legal notice to BeOnAlert, the Service, or any of its officers, employees, agents or representatives in any situation where legal notice is required by contract or any law or regulation.

10.3.5: MODIFICATIONS TO DISPUTE RESOLUTION

In the event that The Company makes any future change to this dispute resolution provision (other than a change to BeOnAlert’s address for Notice), you may reject any such change by sending us written notice within 30 days of the change to BeOnAlert’s address for Notice, in which case your account with the BeOnAlert Service shall be immediately terminated and this dispute resolution provision, as in effect immediately prior to the amendments you reject, shall survive.

10.3.6: ENFORCEABILITY

If the class action waiver at Section 10.2 is found to be unenforceable in arbitration or if for any reason any of the terms, clauses, or provisions in this section (10.3) are found to be unenforceable or invalid then it will be so held to the minimum extent required by law. All other terms, clauses, or provisions in section 10: DISPUTE RESOLUTION & BINDING ARBITRATION, will remain enforceable and valid. If the entirety of this Section: DISPUTE RESOLUTION & BINDING ARBITRATION, is found to be unenforceable or invalid then the entire section will be considered to be null and void and, in such a case, the parties agree that the exclusive jurisdiction and venue described in the section 10.1 and 10.3.1 shall govern any action arising out of or related to the dispute.

10.3.7: OPT-OUT PROCEDURE:

IF YOU ARE A NEW BEONALERT SERVICE USER THEN YOU HAVE THE RIGHT TO REJECT AND THEREFORE OPT-OUT OF THIS AGREEMENT TO ARBITRATION BY MAILING US A WRITTEN OPT-OUT NOTICE WHICH MUST BE POSTMARKED NO LATER THAN 30 DAYS AFTER YOU ACCEPT BEONALERT’S TERMS OF USE FOR THE FIRST TIME. YOU MUST MAIL THE OPT-OUT NOTICE TO: BEONALERT INC., ATTN: LEGAL DEPARTMENT, 177 PARK AVENUE, SUITE 200, SAN JOSE, CA 95113, UNITED STATES.THE OPT-OUT NOTICE MUST INCLUDE YOUR FULL NAME, EMAIL ADDRESS, AND YOUR EXPRESS WISH TO OPT-OUT OF BINDING ARBITRATION, AS WELL AS YOUR SIGNATURE, FOR THIS ORDER TO BE EFFECTIVE. IF YOU OPT OUT OF THIS AGREEMENT TO ARBITRATE, ALL OTHER PARTS OF THESE TERMS, INCLUDING THE REST OF THIS DISPUTE RESOLUTION SECTION, WILL CONTINUE TO APPLY TO YOU. BY OPTING OUT OF ARBITRATION, YOU ARE AGREEING TO RESOLVE DISPUTES IN ACCORDANCE WITH THE CLAUSE: “EXCEPTIONS TO ARBITRATION”. OPTING-OUT OF THIS AGREEMENT TO ARBITRATE HAS NO EFFECT ON ANY PREVIOUS, OTHER, OR FUTURE ARBITRATION AGREEMENTS THAT YOU ANY HAVE WITH US.  THIS PROCEDURE IS THE ONLY WAY IN WHICH YOU CAN OPT-OUT OF THIS AGREEMENT TO ARBITRATION.

PLEASE NOTE: EMAIL MAY NOT BE USED TO PROVIDE NOTICE

Communications made through the Service’s email and messaging system will not constitute legal notice to BeOnAlert, the Service, or any of its officers, employees, agents or representatives in any situation where legal notice is required by contract or any law or regulation.

10.3.8: CHANGES TO THE “AGREEMENT TO BINDING ARBITRATION”:

Notwithstanding any provision in these Terms to the contrary, you and The Company agree that if we make any changes to this “Agreement to Binding Arbitration” section (other than any change to any referenced address or site link) in the future, that change will not apply to any claim that was filed in a legal proceeding prior to the effective date of the change. The change will apply to all other disputes or claims governed by this section that have arisen or may arise between you and The Company on or after the effective date of the change. We will notify you of changes to this “Agreement to Binding Arbitration” section by posting notice of the changes on the BeOnAlert Service at least 30 days before the effective date of the changes and by email. If you do not agree to these changed terms, you may close your account within the 30 day period and you will not be bound by these changes.

10.4: THIRD-PARTY DISCOVERY:

You agree to waive your right to file a pre-suit discovery proceeding seeking a User’s identifying information from the BeOnAlert Service. If you intend to propound discovery seeking a User’s identifying information, you agree to do so pursuant to a valid California subpoena, properly issued in connection with an active lawsuit and properly served on our registered agent in the State of Delaware: (vCorp Services, LLC: 1013 Centre Road, Suite 403-B, Wilmington, DE 19805, in the County of New Castle). You further agree that all such subpoenas and discovery proceedings arising from such subpoenas shall be issued from, brought and resolved exclusively in the state courts located within Santa Clara County, California or the federal courts in the Northern District of California, as appropriate, and you agree to submit to the personal jurisdiction of each of these courts for such discovery proceedings.

  1. SEVERABILITY IN EVENT OF PARTIAL INVALIDITY

If any part of this Terms of Use agreement is held or found to be invalid, unenforceable, or to any extent illegal, then that portion of the agreement shall be excluded to the extent of such invalidity or unenforceability and all other terms hereof shall remain in full force and effect. Furthermore, to the extent permitted and possible, the invalid or unenforceable term shall be deemed replaced by a term that is valid and enforceable and that comes closest to expressing the intention of such invalid or unenforceable term. If this is not possible, the term will be construed as to be consistent with applicable law while the remaining portions of the agreement will remain in full force and effect.

Any failure on our part to enforce any provision of this agreement will not be considered a waiver of our right to enforce such provision. Our rights under this agreement survive any transfer or termination of this agreement.

  1. USE OUTSIDE OF THE UNITED STATES

BeOnAlert expressly disclaims any representation or warranty that the BeOnAlert Service complies with all applicable laws and regulations outside of the United States. If you use the BeOnAlert Service outside of the United States, you expressly understand and agree that you are responsible for determining compliance with different laws, regulations, or customs that may apply in connection with your use of the BeOnAlert Service.

  1. ASSIGNMENT

We may assign or delegate these Terms of Use and/or our Privacy Policy, in whole or in part, to any person or entity at any time without restriction and with or without your consent. These Terms shall be binding upon and inure to the benefit of the Parties hereto and their respective heirs, administrators, executors, successors and assigns. Nothing in this Agreement shall confer any rights, either express or implied, upon any person or entity, other than the Parties hereto and their respective successors, permitted assigns, heirs, executors, personal representatives, administrators, and legal representatives. You may not assign, delegate, transfer, or sublicense any rights or obligations under the Terms of Use or Privacy Policy without our prior written consent, and any unauthorized assignment or delegation by you is void.

  1. INTERPRETATION

The headings of the sections contained in this Agreement are solely for convenience or reference and shall not affect the meaning or interpretation of this Agreement. In the event an ambiguity or question of intent or interpretation arises, this Agreement shall be construed as if drafted jointly by the Parties and no presumption or burden of proof shall arise favoring or disfavoring any party by virtue of the authorship of any of the provisions of this Agreement.

In any court action at law or equity which is brought by one of the Parties to enforce or interpret the provisions of this Agreement, the prevailing Party will be entitled to reasonable attorney’s fees, in addition to any other relief to which that Party may be entitled.

  1. ENTIRE AGREEMENT/ SEVERABILITY

Except as specifically stated in another agreement we have with you, these Terms constitute the entire agreement between you and The Company regarding the use of the BeOnAlert Service. These Terms supersede all prior proposals, negotiations, agreements, and understandings concerning the subject matter of these Terms. You represent and warrant that no person has made any promise, representation, or warranty, whether express or implied, not contained herein to induce you to enter into this agreement. Our failure to exercise or enforce any right or provision of the Terms shall not operate as a waiver of such right or provision. To the extent allowed by law, the English version of these Terms are binding and the translations are provided for convenience only.

  1. EXPORT

The BeOnAlert Service is controlled and operated from our United States offices in California. The BeOnAlert Service software is subject to United States export controls. No software of the BeOnAlert Service may be downloaded or otherwise exported or re-exported in violation of any applicable laws or regulations. You represent that you are not (1) located in a country that is subject to a U.S. government embargo, or that has been designated by the U.S. government as a “terrorist supporting” country, and (2) listed on any U.S. government list of prohibited or restricted parties.

  1. APPLICATIONS AND MOBILE DEVICES:

If you access the BeOnAlert Service through the BeOnAlert Service application, you acknowledge that this Agreement is between you and the BeOnAlert Service only, and not with another application service provider or application platform provider (such as Apple Inc. or Google Inc.), which may provide you the application subject to its own terms. To the extent you access the BeOnAlert Service through a mobile device, your wireless carrier’s standard charges, data rates, and other fees may apply.

  1. NOTICE FOR CALIFORNIA USERS

Under California Civil Code Section 1789.3, California web users are entitled to the following specific consumer rights notice: the BeOnAlert Service is provided by BeOnAlert Inc., 177 Park Avenue, Suite 200, San Jose, CA 95113, United States. If you have a question or complaint regarding the BeOnAlert Service, please contact us at disputes@beonalert.com. California residents may reach the Department of Consumer Affairs Consumer Information Division at 1625 N. Market Blvd., Suite S-202, Sacramento, California 95834, or by telephone at (916) 445-1254 or (800) 952-5210 or Hearing Impaired at TDD (800) 326-2297 or TDD (916) 322-1700.

  1. ELECTRONIC COMMUNICATIONS

For contractual purposes, you: (a) consent to receive communications from us in an electronic form via the email address you have submitted; and (b) agree that all Terms of Use, agreements, notices, disclosures, and other communications that we provide to you electronically satisfy any legal requirement that such communications would satisfy if it were in writing. The foregoing does not affect your non-waivable rights.

We may also use your email address to send you other messages, including information about BeOnAlert, the Service, special offers, or any resources we feel may be useful to you. You may opt out of such emails by changing your account settings using the “Unsubscribe” link in the message, or by sending an email to address: support@beonalert.com. Opting out may prevent you from receiving messages regarding BeOnAlert, the Service, special offers, or informative resources.

  1. NOTICES

All notices permitted or required under these Terms, unless specified otherwise in these Terms, must be sent in writing as follows in order to be valid: (i) if to you, by us via the email address or postal address associated with your account, and (ii) if to us, in writing to the following postal address only (and not by email): BeOnAlert Inc., Attn: Legal Department, 177 Park Avenue, Suite 200, San Jose, CA 95113, United States. Notices will be deemed given (a) if to you, when emailed or posted, and (b) if to us, on postal receipt by us only. Communications sent from you to us which are made through the Service’s email and messaging system, or by email, will not constitute legal notice to BeOnAlert, the Service, or any of its officers, employees, agents or representatives in any situation where legal notice is required by contract or any law or regulation.

  1. RELATIONSHIP

This Agreement does not create a joint venture, agency, partnership, or other form of joint enterprise between you and us. Except as expressly provided herein, neither party has the right, power, or authority to create any obligation or duty, express or implied, on behalf of the other.

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Please contact us with any questions regarding these Terms by contacting us here: support@beonalert.com  

YOU ACKNOWLEDGE THAT YOU HAVE READ THESE TERMS OF USE, UNDERSTAND THE TERMS OF USE, AND WILL BE BOUND BY THESE TERMS AND CONDITIONS. YOU FURTHER ACKNOWLEDGE THAT THESE TERMS OF USE TOGETHER WITH THE PRIVACY POLICY REPRESENT THE COMPLETE AND EXCLUSIVE STATEMENT OF THE AGREEMENT BETWEEN US AND THAT IT SUPERSEDES ANY PROPOSAL OR PRIOR AGREEMENT ORAL OR WRITTEN, AND ANY OTHER COMMUNICATIONS BETWEEN US RELATING TO THE SUBJECT MATTER OF THIS AGREEMENT.