Terms of Use

EFFECTIVE AND LAST MODIFIED February 28, 2013

PLEASE READ THE FOLLOWING TERMS OF USE CAREFULLY BEFORE USING THIS WEBSITE OR OTHER SERVICES THAT WE PROVIDE. BY ACCESSING OR USING OUR WEBSITE OR OUR SERVICES (OTHER THAN TO READ THESE TERMS OF USE FOR THE FIRST TIME), YOU AGREE TO THESE TERMS OF USE.

Beso ("beso", "beso.com", "we", "us", "our" and "Site") offers you access to its interactive online websites and services. These Terms of Use, together with our Privacy Policy and any additional terms which might apply to certain products or services (the "Terms of Use" or "User Agreement"), govern your use of any of our websites, your participation in the Beso Rewards Program (as defined below), and your use of any other services we provide, including our surveys, newsletters, panels, communities or other services (collectively, our "Service").

Consistent with Section 18 below, we may, from time-to-time modify, alter or update the Terms of Use. Any revised version of the Terms of Use will be posted on our Site and noted with an "effective date" - meaning that the revised Terms of Use govern your future use of our Site and Service. If you do not agree to the revised version, you must immediately stop using our Site and Service. You agree that revised Terms of Use will apply to your continued use of our Site or Service if, after we post the revised Terms of Use, you continue use of our Site or our Service.

  1. INTELLECTUAL PROPERTY

    Our Site, Service and related content (and any derivative works or enhancements of the same) including, but not limited to, all text, illustrations, files, images, software, scripts, graphics, photos, sounds, music, videos, information, content, materials, products, services, URLs, technology, documentation and interactive features (collectively, "Beso Content") and all intellectual property rights to the same are owned by us, our licensors, or both. Additionally, all trademarks, service marks, trade names and trade dress that may appear on our Site or Service are owned by us, our licensors, or both. Except for the limited use rights granted in these Terms of Use, you shall not acquire any right, title or interest in our Site or Service. Any rights not expressly granted in these Terms of Use are expressly reserved.

  2. ACCESS
    1. To access or use some content or features of our Site or Service, you may choose to provide us certain information, we may require you to provide certain information, or require that you establish an account with us through registration. Your access to certain content or features may be limited if you are not 18 years of age or older, or the legal age in your jurisdiction to form a legally binding agreement, or for other reasons.
    2. b. Whenever you submit information to us, you agree to provide true, accurate and complete information and agree to, if the option is available, promptly update the information if there have been changes to the information you provided.
    3. Accounts. We may also impose restrictions on your ability to establish an account (e.g., age limits, restrict business entities from setting up accounts, limitations on the number of accounts, etc.). When registering an account, you may need to select a username ("ID") and password. YOU ARE RESPONSIBLE FOR KEEPING YOUR ID AND PASSWORD, AND OTHER ACCOUNT INFORMATION, CONFIDENTIAL AND ARE FULLY RESPONSIBLE FOR ALL ACTIVITIES THAT OCCUR UNDER YOUR ACCOUNT, WHETHER OR NOT YOU AUTHORIZED SUCH ACTIVITIES. You agree to notify us immediately of any breach of security or unauthorized use of your account or ID and password by clicking here.
  3. LIMITATION, SUSPENSION OR TERMINATION
    1. We may, in our sole discretion, temporarily or permanently change, limit, suspend or terminate your access to our Site or Service (including any Beso Content or User Content (as defined in Section 5 below)) without prior notice. We may do so based on changes to our business practices (e.g., eliminating a Service, etc.), if you violate the letter and spirit of these Terms of Use, or for any other lawful reason. You agree that we are not liable to you or any third party for any such action.
    2. Any limitation, suspension or termination we impose shall not alter your obligations to us under these Terms of Use. The provisions of these Terms of Use which by their nature should survive any such action on our part shall survive including, but not limited to, the rights and licenses that you have granted to us in your User Content and provisions relating to indemnities, releases, disclaimers, limitations on liability, mandatory arbitration, no class action and all of the miscellaneous provisions in Section 19.
  4. ACCEPTABLE USE
    1. Our Site and Service (including, without limitation, Beso Content and User Content) are provided for your information and personal, non-commercial use only. When using our Site or Service, you agree to comply with these Terms of Use, and all applicable federal, state and local laws.
    2. Except as expressly permitted by these Terms of Use, you may not:
      • use our Site or Service in an unlawful or fraudulent manner or for such purposes, to collect personally identifiable information, or to impersonate other users;
      • modify our copyright/trademark or other proprietary rights notices, or interfere with the security-related features of our Site or Service (e.g., those that prevent or restrict copying Beso Content);
      • use our Site or Service in any way to manipulate or distort, or undermine the integrity and accuracy of, any reviews and ratings, or take any action to interfere with, damage, disrupt any part of our Site or Service;
      • use our Site or Service to send, knowingly receive, upload/post, download, any material which does not comply with our content standards;
      • use our Site or Service to transmit or facilitate the transmission of any unsolicited or unauthorized advertising or promotional material;
      • use our Site or Service to transmit any data, or upload to our Site or Service any data, that contains viruses, Trojan horses, worms, time-bombs, keystroke loggers, spyware, adware or any other harmful programs or similar computer code designed to adversely affect the operation of any computer software or hardware;
      • decompile, reverse engineer or disassemble any portion of our Site or Service;
      • use network-monitoring software to determine architecture of or extract usage data from our Site or Service; or
      • engage in any conduct that restricts or inhibits any other user from using or enjoying our Site or Service.
    3. You agree to fully cooperate with us to investigate any suspected or actual activity that is in breach of these Terms of Use.
  5. USER CONTENT
    1. We may now or in the future permit you to post, upload, transmit through or otherwise provide through our Site or Service (collectively, "submit") messages, text, illustrations, files, images, graphics, photos, comments, sounds, music, videos, information (e.g., your name, e-mail address, etc.) and other content (collectively "User Content"). For example, any comment, rating or review of a product or a merchant that you post through our Site or Service is your User Content.
    2. Standards. You agree not to submit any User Content protected by copyright, trademark, patent, trade secret, moral right, or other intellectual property or proprietary right without the express permission of the owner of the respective right. You are solely liable for any damage resulting from your failure to obtain such permission or from any other harm resulting from your User Content. Furthermore, you represent and warrant that your User Content:
      • will be, in the context of reviews and ratings, based upon an actual shopping experience with the relevant merchant or third party, accurate (where facts are stated), reflect opinions genuinely held by you, and comply with all applicable laws;
      • will be truthful, non-misleading and non-deceptive;
      • will not contain any material which tortious (e.g., defames or invades the privacy of any person, etc.), obscene, offensive, hateful or inflammatory;
      • will not promote sexually explicit material or violence, or promote discrimination based on race, sex, religion, nationality, disability, sexual orientation or age;
      • does not breach any legal duty you owe to a third party, such as a contractual duty or a duty of confidence;
      • will not be threatening, abuse or invade another's privacy, or provided with an intent to harass, upset or embarrass any other person;
      • will not be provided with an intent to impersonate any person, to misrepresent your identity or affiliation with any person, or to falsely give the impression that your User Content comes from someone else; or
      • will not advocate, promote or assist any unlawful act (e.g., criminal acts, copyright infringement, computer misuse, etc.).
    3. We have the absolute right to monitor, edit or remove any User Content for violation of the letter or spirit of these terms, or for any other lawful reason. However, we have no obligation to look for, edit or remove (except for removal of content pursuant to Section 17) any User Content for any reason including, without limitation, violation of these terms.
    4. Grant of Rights & Use. We do not claim ownership to your User Content. However, by submitting User Content, simultaneous with the submission, you automatically grant, or warrant that the owner has expressly granted, to us a worldwide, royalty-free, perpetual, irrevocable, non-exclusive, fully sublicensable and transferable right and license to use, reproduce, distribute, create derivative works based upon (e.g., translations, etc.), publicly display/perform, transmit and publish the User Content (in whole or in part) as we, in our sole discretion, deem appropriate in connection with our business and operations. Notwithstanding the foregoing, you waive any and all claims you may now or later have in any jurisdiction to so-called "moral rights" or rights of "droit moral" with respect to the User Content.

      By submitting User Content, you also grant us the right, but not the obligation, to use your biographical or other information about you including, without limitation, all or some of your name, alias, nickname and geographical location (e.g., "Todd W. - Columbus, OH," "Julie A. - Wyoming," etc.), in connection with broadcast, print, online, or other use or publication of your User Content consistent with the license granted in the previous paragraph.

      Without limiting the rights granted in the foregoing paragraphs, and for avoidance of doubt, we reserve the right to display advertisements in connection with your User Content, to use your User Content for advertising and promotional purposes, and provide third-parties your User Content. You acknowledge and agree that your User Content may be included on the websites and advertising networks of our distribution partners and third-party service providers (including their downstream users).

  6. RELIANCE ON SITE CONTENT AND USER CONTENT
    1. Information available through our Site or Service is for educational, entertainment and promotional purposes only. While we make efforts to ensure that information provided by us is accurate, we do not verify User Content or all Beso Content (e.g., information provided by online merchants and other third parties). For this and other reasons, such information may have errors, inaccuracies and omissions.
    2. We do not represent or warrant that the information accessible via our Site or Service is always accurate, complete or current. In all instances, it is your responsibility to evaluate the accuracy, timeliness, completeness, or usefulness of Beso Content, User Content, and other information and opinions expressed through our Site or Service. For instance, ratings and reviews may be informative to some but are not provided as a guarantee or prediction of the level of performance you may experience with the applicable product, service, merchant or other third party. You are solely responsible for any actions or decisions you take based on materials and information available through our Site and Service, and should carry out your own research and investigation as appropriate. Under no circumstances will we be liable for any loss or damage caused by your reliance on any such content.
    3. If there is a dispute between you and anyone accessing our Site or Service, or you and any third party in connection with our Site or Service, you understand and agree that we are under no obligation to become involved. In such instances, you hereby release Beso and its officers, directors, employees, parents, partners, successors, agents, affiliates, subsidiaries and their related companies from claims, demands and damages of every kind or nature arising out of, relating to or in any way connected with such dispute.
  7. THIRD-PARTY SITES

    If there is a dispute between you and anyone accessing our Site or Service, or you and any third party in connection with our Site or Service, you understand and agree that we are under no obligation to become involved. In such instances, you hereby release Beso and its officers, directors, employees, parents, partners, successors, agents, affiliates, subsidiaries and their related companies from claims, demands and damages of every kind or nature arising out of, relating to or in any way connected with such dispute.

  8. ONLINE MERCHANTS
    1. Your dealings with online merchants or other third parties via our Site or Service are solely between you and that third party. As such, when you engage in a transaction with a third party, you do so under their terms and policies, not ours. Complaints, questions and claims related to transactions with any third party should be directed to that third party.
    2. WE MAKE NO WARRANTIES REGARDING AND SHALL NOT BE LIABLE OR RESPONSIBLE TO YOU (WHETHER IN CONTRACT, TORT OR OTHERWISE) FOR YOUR USE OF, THE QUALITY OR LATE DELIVERY OF THE GOODS OR SERVICES FROM ANY THIRD PARTY OR FOR HONORING (OR TO CAUSE ANY MERCHANT TO HONOR) ANY ERRONEOUS INFORMATION REGARDING THE PRICE, DESCRIPTION AND AVAILABILITY OF, OR ANY DISCOUNTS, OFFERS, PROMOTIONS AND COUPONS RELATING TO, ANY PRODUCT OR SERVICE OFFERINGS PROMOTED OR AVAILABLE THROUGH OUR SITE OR SERVICE.
  9. BESO REWARDS PROGRAM
    1. The Beso Rewards Program ("Beso Rewards Program" or "Program") is a pay-per-click (PPC) affiliate program that allows Beso users to share and promote links to products and services from Merchants ("Shopping Links") and, subject to these Terms of Use, potentially earn cash rewards for such promotion as further detailed in Section 9(e) (Payment and Reporting) below. For purposes of the Program, "Merchants" are defined as those merchants and advertisers with whom we have a contractual relationship and that are featured on our Site.
    2. When you register for a Beso account you are automatically enrolled in the Program. However, your participation in the Program is entirely voluntary. If you choose to participate, it is subject to these Terms of Use, including your satisfaction of the Eligibility Requirements described below, as we determine in our sole and absolute discretion.
    3. Eligibility. Your eligibility to participate in the Program and ongoing eligibility to remain in the Program is conditioned upon you meeting and continuing to meet the following minimum requirements ("Eligibility Requirements"):
      • You have registered and have an active Beso account in good standing;
      • You are at least eighteen (18) years old;
      • You are a United States citizen;
      • You are not an employee, contractor, agent, director, or officer of Shopzilla, Inc. or its affiliates or the immediate family (parents, siblings, children, spouse) of any of the foregoing;
      • You have an active PayPal account (or such other payment method as we may require); and
      • All information you have provided to us, including but not limited to information provided in the registration of your Beso account and all other information about you provided in connection with the Program, is and will remain accurate, complete and current.

      You will provide us with any information, records, or materials that we request to verify your compliance with the Eligibility Requirements and these Terms of Use.

    4. The Program.
      • Subject to the Eligibility Requirements, we will issue you a unique publisher ID in connection with your Beso Rewards account ("Publisher ID"). In order for us to track and record the number of clicks on Shopping Links promoted by you, you must include and maintain the Publisher ID within the Shopping Link. We will not be responsible and shall have no liability for your failure to properly use the Publisher ID. We can revoke your Publisher ID at any time if we determine, in our sole discretion, that the Publisher ID was issued in error or that you do not meet the Eligibility Requirements.
      • You agree to comply with all applicable laws in connection with your participation in the Program and your promotion of the Shopping Links. Additionally, you must abide by all terms of use for any applicable third party site or service that you may utilize to share and promote your Shopping Links. You will also ensure that your affiliation with Beso and endorsement of any Shopping Links is fully-disclosed to your friends and followers, for example, where applicable, using a hash-tag such as #ad.
      • You understand and acknowledge that the potential to earn cash rewards is subject to your compliance with these Terms of Use, as determined by us in our sole discretion, as well as the quality of the traffic that you drive to Merchants, and that participation in the Program does not guarantee that you will earn any cash rewards or achieve any certain results. Additionally, you understand that there is no guarantee that the Program will continue or that any new or additional benefits will be provided.
    5. Payment and Reports.
      • Subject to these Terms of Use, including but not limited to the Eligibility Requirements, for each month or portion thereof in which you participate in the Program, we will make a payment to you based upon the Net Revenue received by us from valid users' clicks on Shopping Links, as determined by our standard tracking method ("Payment"). "Net Revenue" shall mean revenue less an administrative fee no more than five (5) percent to cover collections, serving and administrative costs, among others. We will grant you access to an online reporting tool to view traffic activity and estimated Payments generated by the Shopping Links that you promote during the Term. You understand and acknowledge that Payment is subject to the nature, quality and source (e.g., non-US) of traffic generated via your promotion of the Shopping Links. We reserve the right to credit, adjust or discount the fees we charge to Merchants based on the nature, quality and source of such traffic generated by your promotion of the Shopping Links, as determined by us in our sole and absolute discretion, and to adjust the Payment or offset future Payments to you based on such credits or adjustments to Merchants.
      • While we endeavor to pay sooner, we will issue the Payment for the previous month's activity within thirty (30) days after the last day of that month. All Payments will be made via PayPal to the email address you provided to us in your Beso account or by such other payment method as we may determine in our sole discretion. All Payments under this Program will be made in U.S. Dollars. If your account information is required for payment (e.g., your email address in the case of PayPal) and that information is at any time incorrect or incomplete, we will defer issuance of your Payments until the payment period after which such account information is corrected or completed.
      • Payments are exclusive of all taxes. You agree to pay all applicable taxes in connection with your participation in the Program and your receipt of Payments. You agree to hold us harmless and indemnify us from any and all claims, losses, or damages that arise out of or result from your tax liabilities. If you are unsure about your tax liabilities in connection with the Program, please consult with your tax advisor.
      • We reserve the right to suspend, withhold or adjust any Payment or offset future Payments to you in the event of any suspected or actual violation of these Terms of Use or part thereof, including but not limited to any Payment based on traffic or clicks generated by any person, robot, automated program or similar device in violation of these Terms of Use, as determined by us in our sole discretion, including without limitation any valid clicks co-mingled with invalid clicks.
      • Any questions or claims regarding any charges or Payments must be raised with us in writing within sixty (60) days after the date such charges are accrued or Payments issued, or else the charges or Payments will be deemed final and will not be subject to any further claims or disputes. No refunds, credits or other billing adjustments will be made if a question or dispute is not asserted in writing within sixty (60) days of the date on which the applicable charges are accrued or Payments issued.
      • You understand and agree that your Beso Rewards account and any Payments received by you are personal to you and may not be sold, transferred or assigned to, or shared with family, friends or others.
    6. Program Termination. We may, in our sole and absolute discretion, suspend or terminate your Beso Rewards account and/or discontinue your participation in the Program, with or without notice to you, at any time and for any reason, including but not limited to: (a) actual or suspected failure to meet the Eligibility Requirements; (b) any actual or suspected fraudulent traffic generated by you or associated with your Publisher ID, including manual "click for click" arrangements with third parties, the creation of multiple accounts with the purpose of earning rewards, the use of automated programs, bots, or other code in violation of these Terms of Use; or (c) any other actual or suspected violation of these Terms of Use. You understand and acknowledge that you do not have any vested right or enforceable interest to participate in the Program.
    7. Program Management. We reserve the right, in our sole and absolute discretion, to modify the Program or to discontinue the Program altogether at any time. If we modify the Program we will notify you in accordance with Section 19(b) below. If you do not agree with a change to the Program, your sole and exclusive remedy is to stop using the Shopping Links, and end your participation in the Program. Your continued participation in the Program will constitute your acceptance of the then-current Terms of Use and Program.
  10. LIMITS ON OUR LIABILITY
    1. UNDER NO CIRCUMSTANCES SHALL BESO OR ITS OFFICERS, DIRECTORS, EMPLOYEES, PARENTS, PARTNERS, MERCHANTS, SUCCESSORS, AGENTS, DISTRIBUTION PARTNERS, AFFILIATES, SUBSIDIARIES OR THEIR RELATED COMPANIES BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES (EVEN IF BESO HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), ARISING OUT OF, RELATING TO, OR IN ANY WAY CONNECTED WITH OUR SITE, SERVICE, INCLUDING, WITHOUT LIMITATION THE BESO REWARDS PROGRAM OR THESE TERMS OF USE. YOUR SOLE REMEDY FOR DISSATISFACTION WITH OUR SITE OR SERVICE INCLUDING, WITHOUT LIMITATION, THE BESO REWARDS PROGRAM OR BESO CONTENT IS TO STOP USING OUR SITE AND SERVICE AND WHERE APPLICABLE STOP PARTICIPATING IN THE BESO REWARDS PROGRAM. THIS LIMITATION SHALL ALSO APPLY WITH RESPECT TO DAMAGES INCURRED BY REASON OF SERVICES OR PRODUCTS, INFORMATION, ADVICE, INFORMATION OR ADVERTISING RECEIVED THROUGH OR IN CONNECTION WITH OUR SITE OR SERVICE OR ANY LINKS PROVIDED VIA EITHER. THESE LIMITATIONS SHALL APPLY TO THE FULLEST EXTENT PERMITTED BY LAW.
    2. REGARDLESS OF ANY INFORMATION YOU HAVE RECEIVED TO THE CONTRARY, IN NO EVENT SHALL OUR CUMULATIVE LIABILITY OR THAT OF OUR OFFICERS, DIRECTORS, EMPLOYEES, PARENTS, PARTNERS, MERCHANTS, SUCCESSORS, AGENTS, DISTRIBUTION PARTNERS, AFFILIATES, SUBSIDIARIES AND THEIR RELATED COMPANIES EXCEED $100. YOU AGREE THAT THIS IS A FAIR LIMITATION BASED UPON THE MANNER AND COST BY WHICH OUR SITE OR SERVICE ARE PROVIDED TO YOU, AND TAKING INTO ACCOUNT YOUR ABILITY TO USE ALTERNATIVE RESOURCES PROVIDING INFORMATION SIMILAR TO THAT OF OUR SITE OR SERVICE. FURTHERMORE, YOU AGREE THAT ANY CAUSE OF ACTION ARISING OUT OF, RELATED TO, OR IN ANY WAY CONNECTED WITH OUR SITE, SERVICE OR THESE TERMS OF USE MUST COMMENCE WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES. CAUSES OF ACTION BROUGHT OUTSIDE THIS TIME PERIOD ARE WAIVED.
    3. c. In some jurisdictions limitations of liability are not permitted and, therefore, some of the above limits may not apply in all instances.
  11. DISCLAIMER OF WARRANTIES
    1. TO THE FULL EXTENT PERMITTED BY LAW, THE SITE, SERVICE, INCLUDING WITHOUT LIMITATION THE BESO REWARDS PROGRAM AND ALL INFORMATION, CONTENT, MATERIALS, PRODUCTS (INCLUDING SOFTWARE) INCLUDED ON OR OTHERWISE MADE AVAILABLE TO YOU THROUGH THE SITE OR SERVICE ARE PROVIDED BY BESO ON AN "AS IS" AND "AS AVAILABLE" BASIS AND ARE NOT WARRANTED TO BE, AMONG OTHER THINGS, FREE OF COMPUTER VIRUSES OR ERRORS. YOU EXPRESSLY AGREE THAT YOUR USE OF OUR SITE AND SERVICE, OR YOUR PARCIPATION IN THE BESO REWARDS PROGRAM IS AT YOUR OWN RISK. BESO MAKES NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, AS TO THE OPERATION OF ITS SITE, SERVICE OR THE INFORMATION, CONTENT, MATERIALS, PRODUCTS (INCLUDING SOFTWARE) OR SERVICES INCLUDED ON ITS SITE OR OTHERWISE MADE AVAILABLE TO YOU THROUGH THE SERVICE.
    2. b. Certain laws do not allow limitations on implied warranties. If these laws apply to you, some or all of the above disclaimers, exclusions or limitations may not apply to you, and you might have additional rights.
  12. INDEMNIFICATION

    You agree to indemnify and hold harmless Beso and its officers, directors, employees, parents, partners, Merchants, successors, agents, distribution partners, affiliates, subsidiaries and their related companies from and against any and all claims, liabilities, losses, damages, obligations, costs and expenses (including reasonable attorneys' fees and costs) arising out of or related to: (i) your access to or use of our Site or Service, including but not limited to your participation in the Beso Rewards Program; (ii) your User Content; (iii) any actual or alleged violation or breach by you of these Terms of Use; (iv) any actual or alleged breach of any representation, warranty or covenant that you have made to us; or (v) your acts or omissions. You agree to cooperate fully with us in the defense of any claim that is the subject of your obligations hereunder.

  13. DISPUTE RESOLUTION AND MANDATORY ARBITRATION

    IN THIS DISPUTE RESOLUTION SECTION ONLY, "WE" AND "US" ARE USED TO REFER TO YOU AND BESO TOGETHER.

    1. We Each Agree To First Contact Each Other With Any Disputes. As provided below, we each agree to first contact each other with any disputes and provide a written description of the problem, all relevant documents/information and the proposed resolution.
    2. Instead Of Suing In Court, We Each Agree To Arbitrate Disputes. We each agree to fully and finally settle all disputes (as defined and subject to any specific exceptions below) only by arbitration. In arbitration, there's no judge or jury and review is limited. However, just as a court would, the arbitrator must honor the terms and limitations in the Terms of Use and can award the same damages and relief, including any attorney's fees authorized by law. The arbitrator's decision and award is final and binding, with some exceptions under the Federal Arbitration Act ("FAA"), and judgment on the award may be entered in any court with jurisdiction.
    3. We Each Agree As follows:

      "Disputes" are any claims or controversies against each other related in any way to our Site, Service, Beso Content, or these Terms of Use (including our Privacy Policy) - this includes claims you bring against our employees, agents, affiliates or other representatives, claims Beso may bring against you, and disputes as to the validity or applicability of this arbitration clause.

      If either of us wants to arbitrate a dispute, we agree to send written notice to the other providing a description of the dispute, previous efforts to resolve the dispute, all supporting documents/information, and the proposed resolution. Beso will send notice to you based on the contact information you have provided Beso and notice to Beso must be sent to: General Counsel, beso.com, 12200 W. Olympic Blvd, Suite 300, Los Angeles, CA 90064. We agree to make good faith attempts to resolve the dispute. If we cannot resolve the dispute within forty-five (45) days of receipt of the notice, then the party that sent the notice may submit the dispute to formal arbitration.

      The FAA applies to this Agreement and arbitration provision. We each agree the FAA's provisions, not state law, govern all questions of whether a dispute is subject to arbitration.

      The arbitration will be administered by the National Arbitration Forum ("NAF") under its arbitration rules. Except as otherwise explicitly stated, if any NAF rule conflicts with these Terms of Use, these Terms of Use apply. You can obtain procedures, rules, and fee information from the NAF at 1-800-474-2371 or www.adrforum.com.

      Unless we each agree otherwise, the Arbitration will be conducted by a single neutral arbitrator and will take place in your county of residence in the United States; otherwise, the Arbitration will take place in Los Angeles, California. The federal or state law that applies to these Terms of Use will also apply during the arbitration.

      We each agree that any arbitration will be solely between you and Beso, not as part of a classwide claim (i.e., not brought on behalf of or together with another individual's claim). If for any reason any court or arbitrator holds that this restriction and Section 15 are unconscionable or unenforceable, then our agreement to arbitrate doesn't apply and the classwide dispute must be brought in court.

      We each are responsible for our respective costs relating to counsel, experts and witnesses, as well as any other costs relating to the arbitration. However, if you are seeking up to $5,000, Beso will cover any NAF arbitration filing fees ("NAF fees") above the equivalent court filing fees for a court action in the appropriate jurisdiction ("court fees"). If you are seeking more than $5,000, Beso will cover one-half of any NAF fees above the court fees. If the NAF rules would result in you paying a smaller portion of the NAF fees, the NAF rules will govern.

    4. Exceptions To Our Agreement To Arbitrate Disputes. Either of us may bring qualifying claims in small claims court.
  14. GOVERNING LAW

    These Terms of Use shall be construed in accordance with the laws of the State of Delaware without regard to its conflict of laws rules.

  15. NO CLASS ACTIONS

    TO THE EXTENT ALLOWED BY LAW, WE EACH WAIVE ANY RIGHT TO PURSUE DISPUTES ON A CLASSWIDE BASIS; THAT IS, TO EITHER JOIN A CLAIM WITH THE CLAIM OF ANY OTHER PERSON OR ENTITY, OR ASSERT A CLAIM IN A REPRESENTATIVE CAPACITY ON BEHALF OF ANYONE ELSE IN ANY LAWSUIT, ARBITRATION OR OTHER PROCEEDING.

  16. NO TRIAL BY JURY

    TO THE EXTENT ALLOWED BY LAW, WE EACH WAIVE ANY RIGHT TO TRIAL BY JURY IN ANY LAWSUIT, ARBITRATION OR OTHER PROCEEDING.

  17. COPYRIGHT INFRINGEMENT

    In appropriate circumstances and in our sole discretion, we may remove or disable access to material on any of our websites or hosted on our systems that may be infringe the copyright of others.

    Consistent with the Digital Millennium Copyright Act ("DMCA"), Beso will respond to a notice of alleged copyright infringement regarding any information available on our Site or through our Service. Please note that this procedure is exclusively for notifying us that copyrighted material has allegedly been infringed and matters other than informing Beso that copyrighted material may have been infringed will not receive a response through this process.

    Pursuant to the DMCA, your infringement notification must include the following information:

    • An electronic or physical signature of the person authorized to act on behalf of the owner of the copyright interest;
    • A description of the copyrighted work that you claim has been infringed upon;
    • A description of where the material that you claim is infringing is located on the site, including a link or screenshot of the webpage containing the infringing material, if applicable;
    • Your address, telephone number and e-mail address;
    • A statement by you that you have a good-faith belief that the disputed use is not authorized by the copyright owner, its agent or the law;
    • A statement by you, made under penalty of perjury, that the above information in your notice is accurate and that you are the copyright owner or authorized to act on the copyright owner's behalf.

    Please send your notice of copyright infringement to Beso's designated Copyright Agent as follows:

    Beso.com
    Legal Department
    12200 W. Olympic Blvd., Suite 300
    Los Angeles, CA 90064
    DMCA@beso.com

  18. AMENDMENT; ADDITIONAL TERMS
    1. We are constantly updating our Site and Services to provide better options and features, or for other reasons. In certain instances it may be necessary to update or modify our Terms of Use to reflect these and other changes (e.g., to reflect updates to our practices and policies). We also may, in some instances, need to provide you with operating rules or additional terms that govern your use of parts of our Site or any Service ("Additional Terms"). Accordingly, you agree that we may at any time provide you with Additional Terms, or update or modify these Terms of Use, as appropriate or necessary. To the extent any Additional Terms conflict with these Terms of Use, the Additional Terms will control.
    2. a. We are constantly updating our Site and Services to provide better options and features, or for other reasons. In certain instances it may be necessary to update or modify our Terms of Use to reflect these and other changes (e.g., to reflect updates to our practices and policies). We also may, in some instances, need to provide you with operating rules or additional terms that govern your use of parts of our Site or any Service ("Additional Terms"). Accordingly, you agree that we may at any time provide you with Additional Terms, or update or modify these Terms of Use, as appropriate or necessary. To the extent any Additional Terms conflict with these Terms of Use, the Additional Terms will control.
  19. OTHER TERMS
    1. Where we have provided you with a translation of the English language version of these Terms of Use (including the Privacy Policy and any Additional Terms incorporated by reference), you agree that the translation is provided for your convenience only and that the English version of these Terms of Use governs your relationship with us. The English language version takes precedence if there is any contradiction between the English and translated versions.
    2. No waiver by either of us of any breach or default under these Terms of Use shall be deemed to be a waiver of any preceding or subsequent breach or default. The section headings used in these Terms of Use are for convenience only and shall not be given any legal import.
    3. Except where specifically stated otherwise (e.g., Section 13), if any part of these Terms of Use are deemed unlawful or unenforceable for any reason, we both agree that only that part of the Terms of Use shall be stricken and that the remaining terms in the Terms of Use shall not be affected and shall remain in force and effect.
    4. You may not assign these Terms of Use or assign any rights or delegate any obligations hereunder, in whole or in part, without our prior written consent.
    5. These Terms of Use (including the Privacy Policy and any Additional Terms incorporated by reference) constitute the entire agreement, and supersede all previous written or oral agreements, between you and Beso in connection with the Site and Service.

© 2013 Beso
 

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