Revised: February 15, 2024, available at www.BonEDGE.com.
PLEASE READ THESE TERMS AND CONDITIONS CAREFULLY!
Welcome to www.BonEDGE.com! These Terms of Use describe the terms and conditions applicable to your access and use of the websites at www.BonEDGE.com (collectively referred to as the “Sites” hereinafter). This document is a legally binding agreement between you as the user(s) of the Services, Software or Sites (referred to as “you”, “your” or “User” hereinafter) and BonEDGE, LLC, a Kentucky company and any of its affiliated companies that may be utilized from time to time, listed in clause 2.1 below (referred to as “we”, “our” or “BonEDGE” hereinafter).
These Terms of Use describe the terms and conditions applicable to your access and use of the websites at www.BonEDGE.com (collectively referred to as the “Sites” hereinafter). This document is a legally binding agreement between you as the user(s) of the, Services, Software or Sites (referred to as “you”, “your” or “User” hereinafter) and BonEDGE, LLC, a Kentucky company and any of its affiliated companies that may be utilized from time to time, listed in clause 2.1 below (referred to as “we”, “our” or “BonEDGE” hereinafter).
1. Application and Acceptance of the Terms
1.1 Your use of the Sites and BonEDGE’s services, software and products (collectively referred to as the “Services” or “Software” hereinafter) is subject to the terms and conditions contained in this document as well as the Privacy Policy , the BonEDGE Free Membership Agreement, the BonEDGE Pro Membership Agreement, and the BonEDGE Supplemental Services Agreement that BonEDGE may publish and change from time to time, and any other rules and policies of the Sites that BonEDGE may publish and change from time to time. The documents described in the preceding sentence and such other rules and policies of the Sites, Services and / or Software are collectively referred to below as the “Terms”. By accessing the Sites or using the Services or Software, you agree to accept and be bound by the Terms. Please do not use the Services, Software or the Sites if you do not accept all of the Terms.
1.2 You may not use the Services and may not accept the Terms if (a) you are not of legal age to form a binding contract with BonEDGE, or (b) you are not permitted, for any legal reason, to receive any of the Services under the laws of the Commonwealth of Kentucky or other states/countries/regions including the state/country/region in which you are a resident or from which you use the Services.
1.3 BonEDGE may, in our sole and absolute discretion, amend any Terms at any time by posting the relevant amended and restated Terms on the Sites. By continuing to use the Services or the Sites, you agree that the amended Terms will apply to you.
1.4 If BonEDGE has posted or provided a translation of the English language version of the Terms, you agree that the translation is provided for convenience only and that the English language version will govern your uses of the Services, Software or the Sites.
1.5 You may be required to enter into a separate agreement, whether online or offline, with BonEDGE or our affiliates for any Service (“Additional Agreements”). If there is any conflict or inconsistency between the Terms and an Additional Agreement, the Additional Agreement shall take precedence over the Terms only in relation to that Service concerned.
1.6 The Terms may not otherwise be modified except in writing by an authorized officer of BonEDGE.
2. Provision of Services
2.1 The entity that you are contracting with is BonEDGE, LLC, a Kentucky company located in the United States of America.
2.2 You must register as a member on the Sites in order to access the Software and use some Services. Further, BonEDGE reserves the right, without prior notice, to restrict access to or use of certain Services (or any features within the Services) to paying Users or subject to other conditions that BonEDGE may impose in our sole and absolute discretion.
2.3 Services (or any features within the Services) may vary for different regions and countries. No warranty or representation is given that a particular Service or feature or function thereof or the same type and extent of the Service or features and functions thereof will be available for Users. BonEDGE may in our sole and absolute discretion limit, deny or create different level of access to and use of any Services (or any features within the Services) with respect to different Users.
2.4 BonEDGE may launch, change, upgrade, impose conditions to, suspend, or stop any Services (or any features within the Services) without prior notice except that in case of a fee-based Service, such changes will not substantially adversely affect the paying Users in enjoying that Service.
2.5 Some Services may be provided by BonEDGE’s affiliates on behalf of BonEDGE.
3. Users Generally
3.1 As a condition of your access to and use of the Software, Sites or Services, you agree that you will comply with all applicable laws and regulations when using the Software, Sites or Services.
3.2 You agree to use the Software, Sites or Services solely for your own private and internal purposes. You agree that (a) you will not copy, reproduce, download, re-publish, sell, distribute or resell any Software or Services or any information, text, images, graphics, video clips, sound, directories, files, databases or listings, etc. available on or through the Sites (the “Site Content”), and (b) you will not copy, reproduce, download, compile or otherwise use any Site Content for the purposes of operating a business that competes with BonEDGE, or otherwise commercially exploiting the Site Content. Systematic retrieval of Site Content from the Sites to create or compile, directly or indirectly, a collection, compilation, database or directory (whether through robots, spiders, automatic devices or manual processes) without written permission from BonEDGE is prohibited. Use of any content or materials on the Sites for any purpose not expressly permitted in the Terms is prohibited.
3.3 You must read BonEDGE’s Privacy Policy which governs the protection and use of personal information about Users in the possession of BonEDGE and our affiliates.
3.4 BonEDGE may allow Users access to content, products or services offered by third parties through hyperlinks (in the form of word link, banners, channels or otherwise), API or otherwise to such third parties' web sites. You are cautioned to read such web sites' terms and conditions and/or privacy policies before using their sites. You acknowledge that BonEDGE has no control over such third parties' web sites, does not monitor such web sites, and shall not be responsible or liable to anyone for such web sites, or any content, products or services made available on such web sites.
3.5 You agree not to undertake any action to undermine the integrity of the Software, computer systems or networks of BonEDGE and/or any other User nor to gain unauthorized access to such, Software, computer systems or networks.
3.6 You agree not to undertake any action which may undermine the integrity of BonEDGE’s feedback system, such as leaving positive feedback for yourself using secondary Member IDs or through third parties or by leaving unsubstantiated negative feedback for another User.
3.7 User retains exclusive ownership of all data and information (“User Content”) posted on the BonEDGE Sites. However, by posting or displaying supplier information (name, contact, etc.) on the Sites, and to the extent permitted under applicable laws, you grant BonEDGE permission to contact suppliers for purposes of marketing the BonEDGE software. Information that is protected under data protection laws will only be used and kept in compliance with those laws.
3.8 Upon registration on the Sites, BonEDGE shall assign an account and issue a User ID and password (the latter shall be chosen, within the guidelines set by BonEDGE, by a registered User during registration) to each registered User.
4. Member Accounts
4.1 User must be registered on the Sites to access or use some Software or Services (a registered User is also referred to as a “Member” below). Except with BonEDGE’s approval, one User may only register one member account on the Sites. BonEDGE may cancel or terminate a User’s member account if BonEDGE has reasons to suspect that the User has concurrently registered or controlled two or more member accounts. Further, BonEDGE may reject User’s application for registration for any reason.
4.2 Upon registration on the Sites, BonEDGE shall assign an account and issue a member ID and password (the latter shall be chosen, within guidelines set by BonEDGE, by a registered User during registration) to each registered User. An account may have a web-based email account with limited storage space for the Member to send or receive emails.
4.3 A set of Member ID and password is unique to a single account. Each Member shall be solely responsible for maintaining the confidentiality and security of your Member ID and password and for all activities that occur under your account. No Member may share, assign, or permit the use of your Member account, ID or password by another person outside of the Member’s own business entity. Member agrees to notify BonEDGE immediately if you become aware of any unauthorized use of your password or your account or any other breach of security of your account.
4.4 Member agrees that all activities that occur under your account (including without limitation, posting any company or product information, clicking to accept any Additional Agreements or rules, subscribing to or making any payment for any services, sending emails using the email account or sending SMS) will be deemed to have been authorized by the Member.
4.5 Member acknowledges that sharing of your account with other persons, or allowing multiple users outside of your business entity to use your account (collectively, "multiple use"), may cause irreparable harm to BonEDGE or other Users of the Sites. Member shall indemnify and hold harmless BonEDGE, our affiliates, directors, officers, employees, agents and representatives from and against any and all damages, losses, claims and liabilities (including but not limited to loss of profits, reasonable attorney’s fees, and court costs on a full indemnity basis) suffered as a result of the multiple use of your account. Member also agrees that in case of the multiple use of your account or Member’s failure to maintain the security of your account, BonEDGE shall not be liable for any loss or damages arising from such a breach and shall have the right to suspend or terminate Member’s account without liability to Member.
5. Member’s Responsibilities
5.1 Each Member represents, warrants and agrees that (a) you have full power and authority to accept the Terms, to grant the license and authorization and to perform the obligations hereunder; (b) you use the Sites and Services for business purposes only; and (c) the address you provide when registering is the principal place of business of your business entity. For purposes of this provision, a branch or liaison office will not be considered a separate entity and your principal place of business will be deemed to be that of your head office.
5.2 Member will be required to provide information or material about your entity, business or products/services as part of the registration process on the Sites or your use of any Service or the member account. Each Member represents, warrants and agrees that (a) such information and material whether submitted during the registration process or thereafter throughout the continuation of the use of the Sites or Service is true, accurate, current and complete, and (b) you will maintain and promptly amend all information and material to keep it true, accurate, current and complete.
5.3 Upon becoming a Member, you consent to the inclusion of the contact information about you in our database and authorize BonEDGE and our affiliates to share the contact information with other Users or otherwise use your personal information in accordance with the Privacy Policy.
5.4 Each Member represents, warrants and agrees that (a) you shall be solely responsible for obtaining all necessary third party licenses and permissions regarding any User Content that you submit, post or display; (b) any User Content that you submit, post or display does not infringe or violate any of the copyright, patent, trademark, trade name, trade secrets or any other personal or proprietary rights of any third party (“Third Party Rights”); (c) you have the right and authority to sell, trade, distribute or export or offer to sell, trade, distribute or export the products or services described in the User Content and such sale, trade, distribution or export or offer does not violate any Third Party Rights and (d) you and your affiliates are not the subject of any trade restrictions, sanctions or other legal restrictions enacted by any country, international organization or jurisdiction.
5.5 Each Member further represents, warrants and agrees that the User Content that you submit, post or display shall:
a) be true, accurate, complete and lawful;
b) not be false, misleading or deceptive;
c) not contain information that is defamatory, libelous, threatening or harassing, obscene, objectionable, offensive, sexually explicit or harmful to minors;
d) not contain information that is discriminatory or promotes discrimination based on race, sex, religion, nationality, disability, sexual orientation or age;
e) not violate the Terms or any applicable Additional Agreements
f) not violate any applicable laws and regulations (including without limitation those governing export control, consumer protection, unfair competition, or false advertising) or promote any activities which may violate any applicable laws and regulations;
g) not contain any link directly or indirectly to any other web Sites which includes any content that may violate the Terms.
5.6 Each Member further represents, warrants and agrees that you shall/are:
a) carry on your activities on the Sites in compliance with any applicable laws and regulations;
b) conduct your business transactions with other users of the Sites in good faith;
c) carry on your activities in accordance with the Terms and any applicable Additional Agreements;
d) not use the Services or Sites to defraud any person or entity (including without limitation sale of stolen items, use of stolen credit/debit cards);
e) not impersonate any person or entity, misrepresent yourself or your affiliation with any person or entity;
f) not engage in spamming or phishing;
g) not engage in any other unlawful activities (including without limitation those which would constitute a criminal offence, give rise to civil liability, etc.) or encourage or abet any unlawful activities;
h) not involve attempts to copy, reproduce, exploit or expropriate BonEDGE’s various proprietary directories, databases and listings;
i) not involve any computer viruses or other destructive devices and codes that have the effect of damaging, interfering with, intercepting or expropriating any software or hardware system, data or personal information;
j) not involve any scheme to undermine the integrity of the data, systems or networks used by BonEDGE and/or any user of the Sites or gain unauthorized access to such data, systems or networks;
k) not, and your director(s), officer(s), controlling party/ies, affiliates and legal jurisdiction in which any of the foregoing persons or entities is organized or has operations are not, persons or entities that are subject to any economic or fraud sanctions of any governmental, international or regulatory entities; and
l) not engage in any activities that would otherwise create any liability for BonEDGE or our affiliates.
5.7 Member may not use the Services and member account to engage in activities which are identical or similar to BonEDGE’s e-commerce marketplace business.
5.8 If Member provides a designated Member Representative, Member represents, warrants and agrees that you have obtained all necessary consents, approvals and waivers from your business partners and associates to have the Member Representative (a) post and publish their contact details and information, reference letters and comments on their behalf; and (b) that third parties may contact such Member Representative to support claims or statements made about you. You further warrant and agree that all reference letters and comments are true and accurate, and third parties may contact the Member Representative without the need to obtain your consent.
5.9 Member agrees to provide all necessary information, materials and approval, and render all reasonable assistance and cooperation necessary for BonEDGE’s provision of the Services, evaluating whether Member has breached the Terms and/or handling any complaint against the Member. If Member’s failure to do so results in delay in, or suspension or termination of, the provision of any Service, BonEDGE shall not be obliged to extend the relevant service period nor shall be liable for any loss or damages arising from such delay, suspension or termination.
5.10 Member acknowledges and agrees that BonEDGE shall not be required to actively monitor or exercise any editorial control whatsoever over the content of any message or material or information created, obtained or accessible through the Services or Sites. BonEDGE does not endorse, verify or otherwise certify the contents of any comments or other material or information made by any Member. Each Member is solely responsible for the contents of their communications and may be held legally liable or accountable for the content of their comments or other material or information
5.11 Member acknowledges and agrees that the Services may only be used by businesses and their representatives for business use and not for individual consumers or for personal use.
5.12 Member acknowledges and agrees that each Member is solely responsible for observing applicable laws and regulations in its respective jurisdictions to ensure that all use of the Site and Services are in compliance with the same.
6. Breaches by Members
6.1 BonEDGE reserves the right in our sole discretion to remove, modify or reject any User Content that you submit to, post or display on the Sites which we reasonably believe is unlawful, violates the Terms, could subject BonEDGE or our affiliates to liability, or is otherwise found inappropriate in BonEDGE’s sole opinion.
6.2 If any Member breaches any Terms, or if BonEDGE has reasonable grounds to believe that a Member is in breach of any Terms, BonEDGE shall have the right to take such disciplinary actions as it deems appropriate, including without limitation: (i) suspending or terminating the Member’s account and any and all accounts determined to be related to such account by BonEDGE in its sole and absolute discretion; (ii) restricting, downgrading, suspending or terminating the subscription of, access to, or current or future use of any Service; (iii) removing any product listings or other User Content that the Member has submitted, posted or displayed, or imposing restrictions on the number of product listings or User Content that the Member may post or display; (iv) imposing other restrictions on the Member’s use of any features or functions of any Service as BonEDGE may consider appropriate in its sole discretion; and (v) any other corrective actions, discipline or penalties as BonEDGE may deem necessary or appropriate in its sole and absolute discretion.
6.3 Without limiting the generality of the provisions of the Terms, a Member would be considered as being in breach of the Terms in any of the following circumstances:
a) upon complaint or claim from any third party, BonEDGE has reasonable grounds to believe that such Member has willfully or materially failed to perform your contract with such third party including without limitation where the Member has failed to deliver any items ordered by such third party after receipt of the purchase price, or where the items Member has delivered materially fail to meet the terms and descriptions outlined in your contract with such third party,
b) BonEDGE has reasonable grounds to suspect that such Member has used a stolen credit card or other false or misleading information in any transaction with a counter party,
c) BonEDGE has reasonable grounds to suspect that any information provided by the Member is not current or complete or is untrue, inaccurate, or misleading, or
d) BonEDGE believes that the Member’s actions may cause financial loss or legal liability to BonEDGE or our affiliates or any other Users.
6.4 BonEDGE reserves the right to cooperate fully with governmental authorities, private investigators and/or injured third parties in the investigation of any suspected criminal or civil wrongdoing. Further, to the extent permitted by applicable laws and policies, BonEDGE may disclose the Member's identity, contact information and/or information regarding the Member's account(s), transactions or activities carried out on or via the Site, if requested by a government or law enforcement body, an injured third party, or as a result of a subpoena or other legal action. BonEDGE shall not be liable for damages or results arising from such disclosure, and Member agrees not to bring any action or claim against BonEDGE for such disclosure.
6.5 BonEDGE may, at any time and in our sole and absolute discretion, impose limitations on, suspend or terminate the Member’s use of any Service or the Sites without being liable to the Member if BonEDGE has received notice that the Member is in breach of any agreement or undertaking with any affiliate of BonEDGE and such breach involves or is reasonably suspected of involving dishonest or fraudulent activities. BonEDGE shall not be required to investigate such breach or request confirmation from the Member.
6.6 Each Member agrees to indemnify and hold harmless BonEDGE, our affiliates, directors, officers, employees, agents and representatives from and against any and all damages, losses, claims and liabilities (including but not limited to loss of profits, reasonable attorney’s fees, and court costs on a full indemnity basis) which may arise from your submission, posting or display of any User Content, from your use of the Sites or Services, or from your breach of the Terms.
6.7 Each Member further agrees that BonEDGE is not responsible, and shall have no liability to you or anyone else for any User Content or other material transmitted over the Sites, including fraudulent, untrue, misleading, inaccurate, defamatory, offensive or illicit material and that the risk of damage from such material rests entirely with each Member. BonEDGE reserves the right, at our own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by the Member, in which event the Member shall cooperate with BonEDGE in asserting any available defenses.
7. Transactions Between Buyers and Sellers
7.1 BonEDGE service will be licensed on either a monthly or annual basis as selected by you or your agent. BonEDGE provides either a “cloud” or “enterprise” service. Additionally BonEDGE provides technical support, educational services and other professional services. All BonEDGE services are billed monthly or annually as determined by BonEDGE within your contract agreement at the time of registration. Forms of acceptable payment will be named by BonEDGE at the time of contract for services. The Member / User shall be responsible for all applicable taxes and those taxes will be billed by BonEDGE at the time of billing. BonEDGE reserves the right to suspend or cancel services of any kind upon the non-payment by the Member / User of any sums owed by the Member / User. From time to time BonEDGE, in its sole discretion, may offer incentive pricing, free trials or specific promotions to Member / Users. In the event of these incentives, free trials or specific promotions there will be no credit to existing Members / User’s.
7.2 BonEDGE may change the pricing in effect at any time but notice will be given, via the email address on the account, 30 days in advance of any change.
7.3 You may cancel your account at any time but no pro-rations or refunds will be made by BonEDGE. You may not be able to access or re-create any data that you have established on the BonEDGE service at the time of cancellation.
7.4 Through the Sites, BonEDGE provides electronic web-based platforms for exchanging information between buyers and sellers of products and services. However, for any Services, BonEDGE does not represent either the seller or the buyer in specific transactions. BonEDGE does not control and is not liable to or responsible for the quality, safety, lawfulness or availability of the products or services that may be discovered through use of the Sites or the ability of sellers to complete a sale or the ability of buyers to complete a purchase.
7.5 Users are hereby made aware that there may be risks of dealing with people acting under false pretenses. BonEDGE cannot and does not confirm each User's purported identity (including, without limitation, paying Members). We encourage you to use various means, as well as common sense, to evaluate with whom you are dealing.
7.6 Each Member / User acknowledges that it is fully assuming the risks of conducting any purchase, sale or other transaction in connection with using the Software, Sites or Services, and that it is fully assuming the risks of liability or harm of any kind in connection with subsequent activity of any kind relating to products or services that are the subject of transactions using the Software, Sites or Services. Such risks shall include, but are not limited to, misrepresentation of products and services, fraudulent schemes, unsatisfactory quality, failure to meet specifications, defective or dangerous products, unlawful products, delay or default in delivery or payment, cost miscalculations, breach of warranty, breach of contract and transportation accidents. Such risks also include the risks that the manufacture, importation, export, distribution, offer, display, purchase, sale and/or use of products or services offered or displayed on the Sites may violate or may be asserted to violate Third Party Rights, and the risk that Member / User may incur costs of defense or other costs in connection with third parties’ assertion of Third Party Rights, or in connection with any claims by any party that they are entitled to defense or indemnification in relation to assertions of rights, demands or claims by Third Party Rights claimants. Such risks also include the risks that consumers, other purchasers, end-users of products or services or others claiming to have suffered injuries or harms relating to products or services originally obtained by Members / Users of the Sites as a result of purchase and sale transactions in connection with using the Sites may suffer harms and/or assert claims arising from their use of such products or services. All of the foregoing risks are hereafter referred to as "Transaction Risks". Each Member / User agrees that BonEDGE shall not be liable or responsible for any damages, claims, liabilities, costs, harms, inconveniences, business disruptions or expenditures of any kind that may arise a result of or in connection with any Transaction Risks.
7.7 Members / Users are solely responsible for all of the terms and conditions of the transactions conducted, through or as a result of use of the Software, Sites or Services, including, without limitation, terms regarding payment, returns, warranties, shipping, insurance, fees, taxes, title, licenses, fines, permits, handling, transportation and storage.
7.8 Member / User agrees to provide all information and materials as may be reasonably required by BonEDGE in connection with your transactions conducted through or as a result of use of the Software, Sites or Services. BonEDGE has the right to suspend or terminate any Member’s / User’s account if the Member / User fails to provide the required information and materials.
7.9 In the event that any Member / User has a dispute with any party to a transaction, such Member / User agrees to release, indemnify, and hold harmless BonEDGE (and our affiliates, directors, officers, employees, agents, and representatives) from and against any and all damages, losses, claims, demands, actions, proceedings, costs, expenses and liabilities (including without limitation any actual, special, incidental or consequential damages, reasonable attorney fees, and court costs on a full indemnity basis) arising out of or in connection with such transaction.
8. Limitation of Liability
8.1 TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE SERVICES PROVIDED BY BONEDGE ON OR THROUGH THE SITES ARE PROVIDED "AS IS", "AS AVAILABLE" AND “WITH ALL FAULTS”, AND BONEDGE HEREBY EXPRESSLY DISCLAIMS ANY AND ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO, ANY WARRANTIES OF CONDITION, QUALITY, DURABILITY, PERFORMANCE, ACCURACY, RELIABILITY, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. ALL SUCH WARRANTIES, REPRESENTATIONS, CONDITIONS, AND UNDERTAKINGS ARE HEREBY EXCLUDED.
8.2 TO THE MAXIMUM EXTENT PERMITTED BY LAW, BONEDGE MAKES NO REPRESENTATIONS OR WARRANTIES ABOUT THE VALIDITY, ACCURACY, CORRECTNESS, RELIABILITY, QUALITY, STABILITY, COMPLETENESS OR CURRENTNESS OF ANY INFORMATION PROVIDED ON OR THROUGH THE SITES; BONEDGE DOES NOT REPRESENT OR WARRANT THAT THE MANUFACTURE, IMPORTATION, EXPORT, DISTRIBUTION, OFFER, DISPLAY, PURCHASE, SALE AND/OR USE OF PRODUCTS OR SERVICES OFFERED OR DISPLAYED ON THE SITES DOES NOT VIOLATE ANY THIRD PARTY RIGHTS; AND BONEDGE MAKES NO REPRESENTATIONS OR WARRANTIES OF ANY KIND CONCERNING ANY PRODUCT OR SERVICE OFFERED OR DISPLAYED ON THE SITES.
8.3 Any material downloaded or otherwise obtained through the Sites is done at each User's sole discretion and risk and each User is solely responsible for any damage to BonEDGE’s or User’s computer system or loss of data that may result from the download of any such material. No advice or information, whether oral or written, obtained by any User from BonEDGE or through or from the Sites shall create any warranty not expressly stated herein.
8.4 The Sites may make available to User services or products provided by independent third parties. No warranty or representation is made with regard to such services or products. In no event shall BonEDGE and our affiliates be held liable for any such services or products.
8.5 Each User hereby agrees to indemnify and hold harmless BonEDGE, our affiliates, directors, officers, employees, agents, and representatives from and against any and all damages, losses, claims, and liabilities (including but not limited to loss of profits, reasonable attorney’s fees, and court costs on a full indemnity basis) which may arise from such User's use of the Sites or Services (including but not limited to the display of such User's information on the Sites) or from your breach of any of the terms and conditions of the Terms. Each User hereby further agrees to indemnify and hold harmless BonEDGE, our affiliates, directors, officers, employees, agents, and representatives from and against any and all damages, losses, claims, and liabilities (including but not limited to loss of profits, reasonable attorney’s fees, and court costs on a full indemnity basis) which may arise from User's breach of any representations and warranties made by User to BonEDGE, including but not limited to those set forth in Section 5 hereunder.
8.6 Each User hereby further agrees to indemnify and hold harmless BonEDGE, our affiliates, directors, officers, employees, agents, and representatives from and against any and all damages, losses, claims, and liabilities (including but not limited to loss of profits, reasonable attorney’s fees, and court costs on a full indemnity basis) which may arise, directly or indirectly, as a result of any claims asserted by Third Party Rights claimants or other third parties relating to products offered or displayed on the Sites. Each User hereby further agrees that BonEDGE is not responsible and shall have no liability to you, for any material posted by others, including defamatory, offensive or illicit material and that the risk of damages from such material rests entirely with each User. BonEDGE reserves the right, at our own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, in which event you shall cooperate with BonEDGE in asserting any available defenses.
8.7 BonEDGE shall not be liable for any special, direct, indirect, punitive, incidental or consequential damages or any damages whatsoever (including but not limited to damages for loss of profits or savings, business interruption, loss of information), whether in contract, negligence, tort, equity or otherwise or any other damages resulting from any of the following:
a) the use or the inability to use the Sites or Services;
b) any defect in goods, samples, data, information or services purchased or obtained from a User or any other third party through the Sites;
c) violation of Third Party Rights or claims or demands that User's manufacture, importation, export, distribution, offer, display, purchase, sale and/or use of products or services offered or displayed on the Sites may violate or may be asserted to violate Third Party Rights; or claims by any party that they are entitled to defense or indemnification in relation to assertions of rights, demands or claims by Third Party Rights claimants;
d) unauthorized access by third parties to data or private information of any User;
e) statements or conduct of any User of the Sites; or;
f) any matters relating to Services however arising, including negligence.
8.8 Notwithstanding any of the foregoing provisions, the aggregate liability of BonEDGE, our employees, agents, affiliates, representatives or anyone acting on our behalf with respect to each User for all claims arising from the use of the Sites or Services during any calendar year shall be limited to the lesser of (a) the amount of fees the User has paid to BonEDGE or our affiliates during the calendar year and (b) the maximum amount permitted under the applicable law. The preceding sentence shall not preclude the requirement by the User to prove actual damages. All claims arising from the use of the Sites or Services must be filed within one (1) year from the date the cause of action arose unless a longer period is required under the applicable law governing the Terms.
8.9 The limitations and exclusions of liability to you under the Terms shall apply to the maximum extent permitted by law and shall apply whether or not BonEDGE has been advised of or should have been aware of the possibility of any such losses arising.
9. Force Majeure
9.1 Under no circumstances shall BonEDGE be held liable for any delay or failure or disruption of the content or services delivered through the Sites resulting directly or indirectly from acts of nature, forces or causes beyond our reasonable control, including without limitation, Internet failures, computer, telecommunications or any other equipment failures, electrical power failures, strikes, labor disputes, riots, insurrections, civil disturbances, shortages of labor or materials, fires, flood, storms, explosions, acts of God, war, governmental actions, orders of domestic or foreign courts or tribunals or non-performance of third parties.
10. Intellectual Property Rights
10.1 BonEDGE is the sole owner or lawful licensee of all the rights and interests in the Software, Sites and the Site Content. The Software, Sites and Site Content embody trade secrets and other intellectual property rights protected under copyright and other laws. All title, ownership and intellectual property rights in the Software, Sites and Site Content shall remain with BonEDGE, our affiliates or licensors of the Site Content, as the case may be. All rights not otherwise claimed under the Terms or by BonEDGE are hereby reserved.
10.2 "BONEDGE", "BONEDGE.com" and related icons and logos are registered trademarks or trademarks or service marks of BonEDGE or its affiliates. “BonEDGE”, “BONEDGE.com”, and related icons and logos are registered trademarks or trademarks or service marks of BonEDGE or its affiliates, in various jurisdictions and are protected under applicable copyright, trademark and other proprietary rights laws. The unauthorized copying, modification, use or publication of these marks is strictly prohibited.
10.3 BonEDGE may have independent third parties involved in the provision of the Services (e.g., the authentication and verification service providers). You may not use any trademark, service mark or logo of such independent third parties without prior written approval from such parties.
10.4 The User hereby grants to BonEDGE the right to patent and own 100% of any specific modification to its Software, Services or Site that may be requested by the User, from time to time, for its specific use. Further, BonEDGE may, at its option, (a) grant the User a perpetual or limited right to use, for free or for compensation, any additional modification to the Software, Service or Site as it relates only to the specific change or modification requested by the User, and/or (b) BonEDGE may develop and sell to other Users said additional modifications.
11. Notices
11.1 All legal notices or demands to or upon BonEDGE shall be made in writing and sent to BonEDGE, by either hand delivery; overnight courier such as FedEx or UPS; certified mail, return receipt requested; or facsimile to the following entity and address: BonEDGE, Inc.,P. O. Box 640, Mt. Sterling, KY 40353. The notices shall be effective when they are received by BonEDGE in any of the above-mentioned manner.
11.2 All legal notices or demands to or upon a User shall be effective if either hand delivered; sent by overnight courier such as FedEx or UPS; certified mail, return receipt requested; or by facsimile or email to the last-known correspondence, fax or email address provided by the User to BonEDGE, or by posting such notice or demand on an area of the Sites that is publicly accessible without a charge. Notice to a User shall be deemed to be received by such User if and when.
a) BonEDGE is able to demonstrate that communication, whether in physical or electronic form, has been sent to such User, or
b) immediately upon BonEDGE posting such notice on an area of the Sites that is publicly accessible without charge.
11.3 You agree that all agreements, notices, demands, disclosures and other communications that BonEDGE sends to you electronically satisfy the legal requirement that such communication should be in writing.
12. General Provisions
12.1 Subject to any Additional Agreements, the Terms constitute the entire agreement between you and BonEDGE with respect to and govern your use of the Sites and Services, superseding any prior written or oral agreements in relation to the same subject matter herein.
12.2 BonEDGE and you are independent contractors, and no agency, partnership, joint venture, employee-employer or franchiser-franchisee relationship is intended or created by the Terms.
12.3 If any provision of the Terms is held to be invalid or unenforceable, such provision shall be deleted and the remaining provisions shall remain valid and be enforced.
12.4 Headings are for reference purposes only and in no way define, limit, construe or describe the scope or extent of such section.
12.5 BonEDGE’s failure to enforce any right or failure to act with respect to any breach by you under the Terms will not constitute a waiver of that right nor a waiver of BonEDGE’s right to act with respect to subsequent or similar breaches.
12.6 BonEDGE shall have the right to assign the Terms (including all of our rights, titles, benefits, interests, and obligations and duties in the Terms to any person or entity (including any affiliates of BonEDGE). You may not assign, in whole or part, the Terms to any person or entity.
12.7 If you or BonEDGE commences a lawsuit or other proceeding relating to or arising from the Terms, the parties hereto agree that the state courts in Mt. Sterling, Kentucky, and the Division of the Federal Courts for the Eastern District of Kentucky assigned cases arising in Mt. Sterling, Kentucky, shall have sole and exclusive jurisdiction over any such proceeding, and any of these courts shall be proper venue for any such lawsuit or judicial proceeding and the parties hereto waive any objection to such venue. The parties hereto consent to and agree to submit to the jurisdiction of any of the courts specified herein and agree to accept service of process to vest personal jurisdiction over them in any of these courts. Process in any action or proceeding referred to in the preceding sentence may be served on any party anywhere in the world. The execution, interpretation and performance of the Terms shall be governed by the internal laws and judicial decisions of the Commonwealth of Kentucky applicable to contracts made and to be performed in the Commonwealth of Kentucky, without regard to conflict of law principles.
12.8 If you have any comments on the Services we provide to you, you may contact our customer service support line.