RBCommons.com Terms of Service

Effective November 30, 2015

These Terms of Service are a legal contract between you (the business or other entity registering to use RBCommons.com) and Beanbag, Inc. Your access to and use of the Service are expressly conditioned on your agreement to and compliance with these Terms of Service. By submitting your online registration, or by accessing or using the Service, you agree to be bound by these Terms of Service.

Technical support related to your use of the Service is available via e-mail, in English, at support@beanbaginc.com. The same restrictions, limitations, and disclaimers that apply to the Service under these Terms of Service shall equally apply to any technical support that we provide.

For the purposes of these Terms of Service, the "Service" means the application at https://RBCommons.com/, as well as all associated APIs and client utilities. As used below, "we", "us", "our", and "Beanbag" refer to Beanbag, Inc.

Subject to these Terms of Service, you may access and use the Service only for your internal purposes, in accordance with the service plan for which you have registered and paid all applicable fees.

1. Account Registrations

All information you provide as part of the registration process must be current, accurate, and complete, and you agree to keep all registration and account information (including but not limited to payment information) up to date. When you sign up for an account, you provide us with some personal information. Our use of this information is detailed in our privacy policy.

The Service is not intended for use by persons under the age of 13. By registering for a user account, you represent to us that you are 13 years of age or older.

You are responsible for the security of your login credentials. Beanbag cannot and will not be liable for any loss due to lost or compromised credentials.

2. Fees and Payment

Unless otherwise agreed to in writing, the Service is provided on a month-to-month basis, and all fees are non-refundable and are payable in advance by approved credit card. You authorize us to initiate all payment transactions when due. You may terminate your account at any time, for any reason. We may terminate your account without cause, upon reasonable notice, at the end of any paid-up access period. We may also terminate or suspend your account for non-payment, without notice or liability to you. You may be offered a free trial for a limited period when initially creating a new team. At the end of the free trial period, Beanbag will automatically begin charging your credit card for the service fees unless you cancel the team account.

As an example, if you sign up for a team account on January 1st at a rate of $29/month with a free trial of 15 days, your credit card would first be charged $29 on January 16th, covering service for the period from January 16th to February 16th. Your credit card would continue to be charged on the 16th of each month until your team account is cancelled.

Generally, fees for the Service are based on a maximum number of users that may access the Service under your account. All fees are exclusive of taxes, duties, levies, tariffs, and other governmental charges (collectively, "Taxes"). You will be responsible for payment of all Taxes and any related interest and/or penalties resulting from any payments made hereunder, other than any taxes based on our net income.

If you make changes to your account by switching plans, the difference in price will be charged at the next month's billing cycle and will be prorated based on the time on each plan.

Beanbag may, from time to time, change the pricing of the Service (or make all or some portion of the Service available for free), without liability to you. We will notify you 30 days before any pricing changes which affect your account. If you do not consent to the change in pricing, you agree to terminate your account before the end of the 30-day period.

3. Notification; Modification of Terms

We may provide notices to you by posting them on the RBCommons.com website, the RBCommons blog, by providing electronic notification via the Service, or by e-mail to the address associated with your account. You may provide notices to us via e-mail at support@beanbaginc.com. All notices are effective upon posting or when delivered. Additionally, we may modify these Terms of Service at any time by notice to you (given in the manner described above). By continuing to access or use the Service after we have so notified you of such modifications, you agree to be bound by the modified Terms of Service.

4. Restrictions

You shall not allow access to or use of the Service by anyone other than individuals whom you have authorized (by assigning unique login credentials to each such individual) to use the Service solely on your behalf and form whom all applicable fees have been paid. Such individuals are referred to below as "Authorized Users," and may include but are not limited to your employees, consultants, contractors, and agents. You shall not: (a) reverse engineer, copy, modify, or distribute any portion of the Service; (b) rent, lease, sub-license, or provide access to the Service to any third party on a time-share, service bureau, or other basis; (c) attempt to gain unauthorized access to the software, networks, or systems that Beanbag uses to provide the Service; (d) use the Service for any purpose not expressly authorized in these Terms of Service; or (e) transfer any of your rights hereunder.

5. Acceptable Use

You acknowledge and agree that we do not monitor or police communications or data transmitted through the Service and that we will not be responsible for the content of any such communications or transmissions. You must use the Service exclusively for authorized and legal purposes, consistent with all applicable laws, regulations, and the rights of others. You will not use the Service for the storage or transmission of pornographic, obscene, defamatory, offensive, or unlawful content. When using the Service to access other third party systems (if made available), you must comply with the licensing agreements of the third party systems. You shall keep confidential and not disclose to any third parties any user identifications, account numbers and account profiles. You acknowledge that the Service is not designed, intended, or authorized for use in hazardous or mission-critical circumstances or for uses requiring fail-safe performance, or where failure could lead to death, personal injury, or environmental damage. You acknowledge that our system is not designed for transaction processing or other commerce related activities. You shall not use the Service for such purposes or under such circumstances.

You are responsible for all activities that occur under your account (or any of your Authorized Users' accounts), and for Authorized Users' compliance with these Terms of Service. You shall: (a) have sole responsibility for the accuracy, quality, integrity, legality, reliability, and appropriateness of all data that you (or any of your Authorized Users) input into or store using the Service (referred to below as "Customer Data"); (b) use commercially reasonable efforts to prevent unauthorized access to, or use of, the Service, and notify Beanbag promptly of any such unauthorized access or use; and (c) comply with all applicable local, state, federal, and foreign laws in using the Service.

6. Your Data

We will respect your ownership of and the confidentiality of your proprietary Customer Data, and will not use such proprietary Customer Data except in connection with providing the Service to you, subject to such privacy policies as we may post on our website (or of which we may otherwise notify you) from time to time. Notwithstanding the foregoing, Beanbag may freely use statistical, non-identifying usage data regarding or generated by the Service.

Beanbag uses various third-party hardware, software, and hosting providers to deliver the Service to you. You agree to and consent to the storage of your Customer Data by these third-parties.

7. Feedback

You may from time to time provide feedback to us related to the Service, which may include, without limitation, suggestions, complaints, ideas, results, modifications, improvements, translations, discoveries, and observations. You hereby assign and grant to Beanbag all worldwide right, title, and interest in and to such feedback, including but not limited to the rights to use, reproduce, modify, adapt, create derivative works of, perform, display, distribute, publish, transmit, and otherwise use and dispose of such feedback.

8. Beanbag Property

Your rights with respect to the Service are limited to those rights expressly granted in these Terms of Service. You acknowledge and agree that Beanbag and its licensors own all rights, title, and interest in and to the Service and the RBCommons.com website, including all intellectual property rights therein, even if we or our licensors incorporate any of your feedback into subsequent versions of the Service. The Service, our website, and the content thereof are protected by copyright, trademark, and other laws of both the United States and foreign countries. Except as expressly permitted in these Terms of Service, you may not reproduce, modify, or prepare derivative works based upon, distribute, sell, transfer, publicly display, publicly perform, transmit, or otherwise use or exploit any portion of our website or the Service. To the extent that you receive in connection with the Service or these Terms of Service any information of a confidential or proprietary nature (other than your own proprietary Customer Data), you agree not to use such information except as solely necessary for receiving the Service as permitted hereunder, and not to disclose such information to any third party.

9. Cancellation; Termination of Use; Discontinuation and Modification of Service.

You may cancel your account at any time from the team administration page under the "Account and Billing" section. An e-mail or phone request to cancel your account will not be considered cancellation. Upon cancelling your account, we will take steps to immediately delete your Customer Data from our servers, but you understand and agree that some data may still be kept in backups, or as otherwise required by law.

If you violate any of these Terms of Service, your permission to use the Service will automatically terminate, and you will not be entitled to any refund of fees. You also agree that we may, at any time and without notice to you, suspend or revoke your access to and use of the Service, and any account(s) you may have in connection with the Service: (a) where we determine in our sole discretion that such action is reasonable to comply with legal requirements or to protect the rights of Beanbag or any third party; or (b) in connection with any general discontinuation of the Service. We also reserve the right to modify the Service at any time without notice to you.

10. Disclaimers

Important: The Service is provided on an "as is" and "as available" basis, without warranty or condition of any kind, whether express or implied. We expressly (but without limitation) disclaim: (a) any implied warranties or merchantability, fitness for a particular purpose, or non-infringement; (b) any representation or warranty that the service will be available, accessible, uninterrupted, timely, secure, accurate, complete, reliable, entirely error-free or virus free; and (c) any representation or warranty as to the results that may be obtained from the use of the service. You expressly acknowledge that this system and the Service may be subject to outages, interruptions, attacks by third parties, and delay occurrences.

Important: Your use of the Service is at your own discretion and risk. We are not responsible for any decisions you make based upon the service. We assume no liability or responsibility for any errors or omissions in the Service, and make no commitment or warranty to correct any such errors or omissions or update or keep current the information contained in our website or the Service. It is your responsibility to verify that all information is suitable for your purposes.

11. Limitation of Liability

Important: Neither Beanbag nor any party involved in creating, producing, or delivering the Service will be liable for any incidental, special, exemplary, or consequential damages, including lost profits, loss of data or goodwill, service interruption, computer damage or system failure, or the cost of substitute services arising out of or in connection with these terms, or from the use of or inability to use the Service, whether based on warranty, contract, tort (including negligence), product liability or any other legal theory, and whether or not Beanbag has been informed of the possibility of such damage, even if a limited remedy set forth herein is found to have failed of its essential purpose. Some jurisdictions do not allow for the exclusion or limitation of liability for consequential or incidental damages, so the above limitation may not apply to you.

Important: In no event will Beanbag's total liability arising out of or in connection with these terms or from the use of or inability to use the Service exceed the amounts (if any) you have paid to Beanbag for use of the Service in the 12 month period prior to the act or omission giving rise to the liability.

Important: The exclusions and limitations of damages set forth above are fundamental elements of the basis of the bargain between Beanbag and you.

12. Indemnification

You agree to indemnify, defend and hold harmless Beanbag, its parents, subsidiaries, affiliates, directors, officers, shareholders, agents, contractors, and employees, from and against any claim or demand, and any associated costs or expenses (including reasonable attorneys' fees and court costs), made by any third party due to, arising from or out of, or relating to: (a) your access to, use of, or alleged use of the Service; (b) your breach or alleged breach of any representation, warranty, or other obligation; (c) your violation or alleged violation of any federal, state, international, or local law, regulation, rule, or ordinance; (d) negligence or willful misconduct of you or your employees or agents; (e) any violation of these Terms of Service; or (f) your acts or omissions in violation or infringement of any intellectual property or other legal right of any person or entity. We reserve the right, at our own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, and in such case, you agree to cooperate with our defense of such claim.

13. Controlling Law and Jurisdiction

These Terms of Service and any action related thereto will be governed by the laws of the State of California without regard to its conflict of laws provisions. The exclusive jurisdiction and venue of any action with respect to the subject matter of these Terms of Service will be the federal or state courts located in the Northern District of California, and each of the parties hereto consents to the personal jurisdiction and venue in such courts.

14. Entire Agreement

These Terms of Service constitute the entire and exclusive understanding and agreement between Beanbag and you regarding the Service, and these Terms of Service supersede and replace any prior oral or written understandings or agreements between Beanbag and you regarding the Service.

15. Assignment

You may not assign or transfer these Terms of Service (or any of your rights or obligations hereunder), by operation of law or otherwise, without our prior written consent. Any attempt by you to do so without such consent will be null and of no effect. We may assign or transfer these Terms of Service, at our sole discretion, without restriction. Subject to the foregoing, these Terms of Service will bind and inure to the benefit of the parties, their successors, and permitted assigns.

16. General

The failure of Beanbag to enforce any right or provision of these Terms of Service will not constitute a waiver of future enforcement of that right or provision. The waiver of any such right or provision will be effective only if in writing and signed by a duly authorized representative of Beanbag. Except as expressly set forth in these Terms of Service, the exercise by either party of any of its remedies under these Terms of Service will be without prejudice to its other remedies under these Terms of Service or otherwise. If for any reason a court of competent jurisdiction finds any provision of these Terms of Service invalid or unenforceable, that provision will be enforced to the maximum extent permissible, and the other provisions of these Terms of Service will remain in full force and effect.

Contacting Us

If you have any questions about these Terms of Service, please contact us at support@beanbaginc.com.