bKeepers Inc. Terms of Service

1. Terms of Service

THIS TERMS OF SERVICE ('TERMS') IS A LEGALLY BINDING AGREEMENT THAT GOVERNS EACH USER'S USE OF BKEEPERS INC'S ("BKEEPERS") CORPORATE WEBSITE AT BHOME.US (THE "WEBSITE"), OTHER WEBSITES OWNED OR CONTROLLED BY BKEEPERS AND THROUGH ONLINE SERVICES AND APPLICATIONS THAT ENABLE THE MONETIZATION OF SOCIAL NETWORKING SITES (COLLECTIVELY, "SERVICES AND APPLICATIONS"). BY USING OR ACCESSING ANY OF OUR SERVICES AND APPLICATIONS, YOU AGREE TO BE BOUND BY THESE TERMS. IF YOU DO NOT AGREE WITH ANY OF THESE TERMS, DO NOT ACCESS OR OTHERWISE USE ANY OF THE SERVICES AND APPLICATIONS. YOUR USE OF THE SERVICES AND APPLICATIONS SHALL BE DEEMED TO BE YOUR AGREEMENT TO ABIDE BY EACH OF THE TERMS SET FORTH BELOW.

2.Use and Access to Services and Applications

a) You may only use our Services and Applications for non-commercial personal use and your rights are not assignable or transferable. We shall treat your account information with respect for its confidential nature, and in accordance with our Privacy Policy. To view our Privacy Policy, please visit bhome.us privacy section) We will notify you of any modifications to these Terms by sending you a message informing you of a change in terms with a link to the Posting of the modified terms on the Website. You agree that you will, i) periodically check the website for updates to these Terms, and ii) you will read the messages we send you to inform you of any changes. b) You agree that you will be considered to have been given notice of any modifications once we Post them to the Website and that your continued use of the Services and Applications after such notice shall be deemed an acceptance of any changes.

3.Use and Access to Services and Applications (cont.)

c) Your use of the Services and Applications is conditioned upon your compliance with these Terms. We, in our sole discretion, with or without prior notice, may freeze or terminate your Account Name, password or use of the Services and Applications for any reason, including, without limitation, if we believe that you have violated or acted inconsistently with the letter or spirit of the Terms. d) You represent that you meet the age requirement for the particular Service and Application.

4.Use and Access to Services and Applications (cont.)

e) Your user account name is designated as your e-mail address, Mobile Device number or any other unique identifier name/number that BKEEPERS accepts (such as a Twitter login ID or a individual ID number assigned by a payment aggregator for wireless carriers) ('Account Name'), depending on whether you initially signed up with us through the Website, other Services and Applications, your Mobile Device or an authorized application programming interface (API) link. Once your Account Name is set up, it's fixed, but you can change the name of your profile under (your 'Name') any time you like - the same goes for all other details in your profile. You can log into the Services and Applications using either your Account Name or your Screen Name, but if you change your Screen Name just remember when you next login.

5.Use and Access to Services and Applications (cont.)

f) WHEN YOU USE ANY OF OUR MOBILE DEVICE SERVICES AND APPLICATIONS YOU MAY ALSO BE CHARGED BY YOUR WIRELESS CARRIER FOR DATA COSTS AND SMS TEXT MESSAGES, DEPENDING ON WHETHER OR NOT YOUR WIRELESS PLAN INCLUDES THESE COSTS. YOUR AGREEMENT WITH THE WIRELESS CARRIERS DETAILS THE CHARGES THAT APPLY SO PLEASE CHECK WITH YOUR WIRELESS CARRIER TO MAKE SURE. WE ARE NEVER RESPONSIBLE FOR YOUR WIRELESS CARRIER CHARGES, EVEN IF THEY ARISE BECAUSE YOU USE OUR SERVICES AND APPLICATIONS.

g) If you have registered for the Services and Applications to have BKEEPERS distribute your content as a "Publisher", the following terms and conditions also apply:

Publisher shall provide BKEEPERS with images, materials, graphics and other content selected and owned by the Publisher (the "Publisher Content") for use and distribution by BKEEPERS. Publisher retains ownership of the Publisher Content, but Publisher hereby grants BKEEPERS a worldwide, nonexclusive, royalty-free, sublicensable and transferable license to use, reproduce, distribute, display and perform the Publisher Content in connection with the Services and Applications, though such license shall terminate within a commercially practicable period of time upon the termination by BKEEPERS or Publisher of the Publisher Channels (defined herein). During the term hereof, Publisher agrees to actively and regularly use the Services and Applications as part of Publisher's marketing and promotion activities and Publisher's communication with its fans. The BKEEPERS sponsored URL provided for Publisher's use in connection with the parties' relationship shall be referred to herein as the "Publisher Channels".

BKEEPERS shall have the right to promote Publisher's use of the Services and Applications on BKEEPERS's website and other online and offline marketing channels. In addition, BKEEPERS shall have the right to integrate advertising into Publisher's text and/or voice broadcasts, messages or otherwise in connection with the Publisher's Channels and the Services and Applications, subject to availability. For clarity, BKEEPERS shall control all advertising, promotion and sponsorship opportunities on or in connection with the Services and Applications (which may include third party advertisements as well as advertisements related to the Services and Applications themselves), and BKEEPERS shall determine all specifications for any such advertising campaign, including creative, impressions' requirements and fees. Publisher shall have no right to independently sell, market or promote paid third party ads or sponsorships in connection with the Services and Applications (without the involvement of and approval by BKEEPERS), and shall notify BKEEPERS of any such opportunities that may arise, so that the parties may mutually determine the best method for leveraging such opportunities in connection with the Services and Applications. BKEEPERS may use and authorize the use of Publisher's name, approved likeness and biographical information in connection with the Publisher Channels and the Website. Subject to BKEEPERS's Privacy Policy as well as the applicable terms of the Mobile Marketing Association's best practice guidelines, BKEEPERS agrees to provide aggregate usage data to Publisher with respect to Publisher's use of the Services and Applications.

If Publisher's registration for any of the Services and Applications was or is being undertaken by an agent, publicist or other third party acting on the actual Publisher's behalf (each, an "Agent"), then such Agent acknowledges and agrees that the registered Services and Applications account (the "Account") is for the benefit of Publisher (i.e., the actual celebrity talent in this context) and that such Publisher is the owner of and shall otherwise (upon request to BKEEPERS and verification of identity) control and have access to such Account. Further, in the event the Agent's representation of or other affiliation with the Publisher ceases at any time, such Agent's access to the Account may be terminated by BKEEPERS and BKEEPERS shall have no liability or obligation to Agent with respect thereto.

6.User Generated Content and Posting

You retain ownership of your User Generated Content. If you post User Generated Content on the Services and Applications, you grant us a license to use, publicly perform, publicly display, reproduce and distribute your User Generated Content, in perpetuity in or on any and all media, now known or hereafter discovered or developed, alone or together, in compilations or combinations, as part of other Content, information, and material of any kind or nature and in any other manner of our choosing. By way of example only, we may display on the web or WAP site any portion of your User Generated Content (e.g., profile, photos). We have no obligation to pay any fees, charges or royalties for our use or exploitation of your User Generated Content. We reserve the right to delete your Posting in any manner we determine at any time. Notwithstanding the foregoing, we do not claim ownership, nor do we assume responsibility in any way, for your User Generated Content.

7.Code of Conduct

You agree to use the Services and Applications in accordance with the following code of conduct ('Code of Conduct') and that you will not: (a) bully, intimidate, abuse or harass any other user; (b) collect or store personally identifying information about other users for commercial or unlawful purposes; (c) impersonate any person or entity, employ misleading e-mail addresses or Mobile Device numbers or falsify information in any part of any communication; (d) reveal any personal information about another individual, including another person's address, phone number, e-mail address, credit card number or any information that may be used to track, contact or impersonate that individual; (e) solicit login information or access an account belonging to someone else; (f) use the Services and Applications in any commercial use, including, without limitation, any attempt to raise money for anyone or advertise or promote a product, service, website, pyramid scheme or other multi-tiered marketing scheme; (g) use automated means, including spiders, robots, crawlers, or the like to download User Generated Content from any of the Services and Applications databases; (h) upload, Post or otherwise transmit any material that contains software viruses or other malicious code; (i) circumvent any security measures or any payment collection methods employed on any Services and Applications, or access any of the Services and Applications after your account or access has been terminated by us; (j) upload, Post or otherwise transmit any User Generated Content that infringes any Rights of any party; (k) Post or otherwise transmit any material that will violate any law, statute, ordinance, or regulation; (l) Post or otherwise transmit any material or User Generated Content that contains nudity or any other material that may, in our opinion and our opinion alone, be considered 'adult', obscene, defamatory, libelous, threatening, pornographic, harassing, hateful, racially or ethnically offensive, or is otherwise inappropriate.

8.Code of Conduct (cont.)

BKEEPERS reserves the right, but is not obligated to monitor any activity or communication within the Services and Applications including, without limitation, User Generated Content, to ensure that your use of the Services and Applications conforms to the Code of Conduct and the Terms. BKEEPERS may investigate any complaint and suspected or reported violation of the Terms, including the Code of Conduct, and take any action that it deems appropriate. You understand and agree that we may review, edit and/or delete any User Generated Content that in our sole judgment violates this Code of Conduct or the Terms. You further understand and agree to solely take responsibility for any damages arising from your violation of this Code of Conduct or the Terms.

9.Contact with Other Users

We do not screen users of the Services and Applications or take any responsibility for any user or any other person that you might contact through your use of the Services and Applications, and your dealings with such users or other persons are at your sole risk. Use your common sense and judgment, just as you do when you meet people at work, in public or in social settings. Recognize the possibility that other user's information may be inaccurate or deceptive. You agree that we shall not be responsible or liable for any loss or damage of any sort incurred as a result of any meetings or other dealings you may have with any user or any other person that you might contact through your use of the Services and Applications.

10.Respecting the Rights of Others

Users must respect our Rights and the Rights of others. If you believe your or anyone's Rights are being violated or infringed upon or someone is not complying with our Terms is violating the law, notify us. We reserve the right to terminate, deactivate and disable anyone's access to any of our Services and Applications at any time, including anyone found infringing the Rights of others. It is our policy to remove User Generated Content that violates anyone's Rights once we know about it and you can let us know by sending a message to [email protected]. For notices reporting alleged copyright infringement in the United States only, please go to the section 'Notice and Procedure for Making Claims of Copyright Infringement' below and follow the instructions. Subject to legal and regulatory requirements that apply, we reserve the right to take or refrain from taking any action available to us.

11.Our Proprietary Rights

We retain all proprietary rights and other Rights in BKEEPERS and our Services and Applications. BKEEPERS contains Rights including, without limitation, copyrighted materials, trademarks and other proprietary information of BKEEPERS and its partners. You may not copy, modify, publish, transmit, distribute, perform, display or sell any such Rights or proprietary information.

12.Mobile Device Service

To use any of our Services and Applications on your Mobile Device, you must have a contract with a licensed wireless carrier or access to a wireless network through which we make our Services and Applications available. In the event you change or deactivate your Mobile Device number, you will update your account information on BKEEPERS within 48 hours to ensure that our messages are not sent to the person who acquires your old number.

13.SMS Terms of Use

BKEEPERS does not charge for SMS as a Standard Service although certain aspects of our Premium Service include SMS alerts which are paid in Credits and are subject to charges as described in paragraph 9 below. Regardless of whether a user receives SMS as a Standard Service and Application or Premium Service and Application from BKEEPERS, other charges may apply from your wireless carrier. Please check your plan or with your wireless carrier to make sure. From time to time we may send you SMS texts and e-mails to communicate information or other news to you. Text messages are charged at standard message rates. To unsubscribe on e-mail, follow the 'unsubscribe' links. To unsubscribe from text messages, send any of the following: STOP, QUIT, CANCEL, END, UNSUBSCRIBE, and STOP ALL to 61016.

14.Fees and Payments for Credits

While the Standard Services and Applications on BKEEPERS is free for use on both web and Mobile Devices, additional data charges may apply for mobile users through their wireless carriers. If you would like to buy any Premium Services and Applications on BKEEPERS, you do this with 'Credits'. Credits are the BKEEPERS currency you use to buy any Premium Services and Applications. You will be advised of the charge for the Credits before making payment and being billed. By purchasing Credits, BKEEPERS is granting you a limited license right to you to utilize certain features of our product and service offering as allowed by BKEEPERS. Credits do not have monetary value and are not redeemable for money at any time. BKEEPERS may regulate, modify and/or eliminate Credits at any time at its discretion with no liability to you or to any third party from the exercise of such right. You must make all payments through a charge to your wireless carrier bill, iOS or Android store, PayPal account, credit or debit card. We do not accept cash, checks or any other payment form. You agree to pay all fees and charges incurred in connection with your Services and Applications (including any applicable taxes) at the rates in effect when the charges were incurred. If we do not receive payment from your wireless carrier, iOS or Android, PayPal, credit or debit card issuer or its agent, you agree to pay all amounts due upon demand by us. All charges and payments will appear as 'bKeepers Inc.' on your statement. You won't be able to cancel your order for Credits once we start to action your request. You agree that sale of Credits is final. No refunds will be given, except at our sole and absolute discretion. All Credits are forfeited if your account is terminated or suspended for any reason, in BKEEPERS's sole and absolute discretion. BETWEEN YOU AND BKEEPERS, YOU, AND NOT BKEEPERS, ARE RESPONSIBLE FOR PAYING ANY AMOUNTS FOR SERVICES BILLED TO YOUR MOBILE DEVICE, PAYPAL, CREDIT OR DEBIT CARD BY A THIRD PARTY WHO HAD ACCESS TO THESE ACCOUNTS, WHETHER OR NOT SUCH AMOUNTS WERE AUTHORIZED BY YOU.

15.Rewards and Contests

From time to time we may offer members rewards or competition prizes. We reserve the right to amend, withdraw or refuse entry to any competition or reward scheme at our full discretion. The award of a prize or other reward is also at our discretion. Reward or prizes cannot be exchanged and have no cash value. Full terms and conditions for the competition or reward can be found on the profile page associated with the scheme.

16.Advertisers; Links to Other Sites

When we display of advertisements, marketing and promotional materials, URLs, hypertext links on our Services and Applications we aren't endorsing them, nor do we have any obligation, responsibility or liability resulting from them. We do not have any responsibility for others, even if we have a marketing, advertising or other arrangement with them.

17.Purchases

The following terms govern purchases you make through bHome's checkout system. These are items you have attempted to purchase, and/or have purchased, within bHome's website or mobile application. This is different from purchases you may make on the websites of third-party brands that you were directed to via bHome. Separate terms contained within bHome's Terms of Service govern those purchases made on third-party websites.

Ordering
All purchases through bHome's checkout system and the Services are governed by this Agreement and the terms and conditions of the third-party brands from which you purchase from. bHome will inform you when an order is placed with a third-party brand, however, each third-party brand shall have 100% discretion whether an order will be accepted and/or deemed valid, and/or whether you can make any changes to an order once placed and accepted.

Cancellation
Whether you can cancel an order once payment is made shall be governed 100% by the terms and conditions of each third-party brand.

Shipping and Delivery
To the extent enabled by the third-party brand, bHome will provide you with confirmation that your order is received and is being processed. Once your order has been processed with the third-party brand, bHome will attempt to provide you a confirmation that your order has been processed and accepted by the third-party brand. bHome may or may not provide you with an estimate of when your order will be shipped and/or delivered. Shipping and delivery are 100% within the discretion and control of each of the third-party brands. Any estimates bHome may provide you with respect to shipping and/or delivery are simply estimates and based on the best information available to bHome, however, you should not rely on these estimates in any way whatsoever. Please read the confirmation emails you receive from bHome for additional information on how to contact the third-party brands for additional information on the status of your order, shipping and delivery.

Returns
Each third-party brand on bHome has its own return policy and each order you make will be governed 100% by the terms and conditions of each third-party brand, including but not limited to, if returns are accepted and under what conditions, and whether you are responsible for additional shipping costs associated with any returns. You acknowledge and accept that bHome has absolutely no involvement, and/or control over, whether you will be permitted to return any order, or portion thereof, and you agree to only look to the third-party brand from which you ordered regarding returns.

Payments
bHome uses a third-party payment processor (the "Payment Processor") to allow you to pay for products purchased through the Services. The processing of payments will be subject to the terms, conditions and privacy policies of the Payment Processor in addition to this Agreement. bHome is not responsible for errors by the Payment Processor. By choosing to purchase goods through the Services, you agree to pay through the Payment Processor, all charges at the prices then in effect for your purchase in accordance with the applicable payment terms and you authorize bHome, via the applicable Payment Processor, to charge your chosen payment provider. Please be aware that items you are charged may include shipping fees and state and local sales tax. For each purchase, you grant bHome the right to revise charges and correct any errors or mistakes that are made regarding the purchase price of your order, even where bHome has already received payment from you. For example, in some instances, bHome will charge you estimated State and local sales tax, and may revise the sales tax charge as necessary. You agree that (i) each order through the Services are purchases between you and the third-party brand, and not with bHome; and (ii) bHome is not a party to your payment transaction for such purchases and bHome is not a buyer or a seller in connection with all such transactions. YOU MUST PROVIDE CURRENT, COMPLETE AND ACCURATE INFORMATION FOR YOUR PROCESSING OF YOUR PAYMENT. YOU MUST PROMPTLY UPDATE ALL INFORMATION TO KEEP YOUR PAYMENT VALID, COMPLETE AND ACCURATE (SUCH AS A CHANGE IN BILLING ADDRESS, CREDIT CARD NUMBER, OR CREDIT CARD EXPIRATION DATE), AND YOU MUST PROMPTLY NOTIFY US IF YOUR FORM OF PAYMENT IS CANCELED (E.G., FOR LOSS OR THEFT) OR IF YOU BECOME AWARE OF A POTENTIAL BREACH OF SECURITY, SUCH AS THE UNAUTHORIZED DISCLOSURE OR USE OF YOUR PERSONAL INFORMATION.

Information bHome Collects And Shares Regarding Purchases
When you place an order, bHome will collect and store your shipping address and billing address. Your payment information, such as credit card information, will be maintained by the third-party payment processor, and not bHome. In order to facilitate your order, bHome must share your order information with each third-party brand you order from using the Services. In some instances a third-party brand may request your email to help facilitate your purchase. When requested, we will provide your email to the third-party brand you have placed an order with. We encourage you to review each third-party brand's terms and conditions and privacy policy to understand what each third-party brand does with this information once transmitted by bHome.

bHome Discretion And Your Recourse
You agree that bHome has the absolute discretion to cancel any order at any time for any reason. You agree that any dispute between you and bHome, and/or you and any third-party brand, related to a purchase(s) made through the Services, can be resolved in its entirety by your receipt of a full refund for all amounts you were charged and paid.

18.Disclaimer of Warranties; Limitation of Liabilities

WE TRY TO KEEP BKEEPERS BUG FREE AND SAFE, BUT YOU EXPRESSLY AGREE THAT USE OF SERVICES IS AT YOUR SOLE RISK AND IS PROVIDED ON AN 'AS IS' BASIS WITHOUT ANY EXPRESS OR IMPLIED WARRANTIES OF ANY KIND, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT. WITHOUT LIMITING THE FOREGOING, NEITHER BKEEPERS INC NOR ITS AFFILIATES, SUBSIDIARIES, SUCCESSORS OR ASSIGNS OR ANY OF OUR OR THEIR DIRECTORS, OFFICERS, EMPLOYEES OR AGENTS (COLLECTIVELY, 'BKEEPERS PARTIES') WARRANT THAT SERVICES WILL BE UNINTERRUPTED, ERROR-FREE, SAFE OR SECURE NOR ARE THE BKEEPERS PARTIES RESPONSIBLE FOR THE ACTIONS, CONTENT, INFORMATION, OR DATA OF THIRD PARTIES.

19.Disclaimer of Warranties; Limitation of Liabilities (cont.)

TO THE FULLEST EXTENT PERMITTED BY LAW, BKEEPERS PARTIES SHALL NOT BE LIABLE FOR ANY CLAIM, LOSS OR DAMAGE, DIRECT OR INDIRECT, INCLUDING, WITHOUT LIMITATION, COMPENSATORY, CONSEQUENTIAL, INCIDENTAL, INDIRECT, SPECIAL, EXEMPLARY OR PUNITIVE DAMAGES AS A RESULT OF OR ARISING FROM OUR SERVICES OR YOUR USE OF IT, REGARDLESS OF THE FORM OF ACTION OR BASIS OF ANY CLAIM, WHETHER OR NOT ANY PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF DAMAGES. IF ANY LIMITATION OF DAMAGES OR LIABILITY IS PROHIBITED OR RESTRICTED BY LAW, WE SHALL BE ENTITLED TO THE MAXIMUM DISCLAIMERS AND LIMITATIONS PERMITTED; HOWEVER, IN NO EVENT SHALL OUR TOTAL LIABILITY TO YOU EXCEED THE GREATER OF ONE HUNDRED DOLLARS (US$100) OR THE AMOUNT YOU HAVE PAID US IN THE PAST TWELVE MONTHS. SOME JURISDICTIONS DO NOT ALLOW CERTAIN EXCLUSIONS OF WARRANTIES OR LIMITATIONS ON DAMAGES. IN SUCH CASES, BKEEPERS PARTIES' LIABLITY WILL BE LIMITED TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW.

20.Indemnification

You agree to defend us and the BKEEPERS PARTIES against any and all demands, claims and actions resulting from a breach or violation of your agreement with us, actual or alleged violation of any law or regulation, infringement, misappropriation or violation of the rights of any other party ('Claims'). You agree to indemnify and hold us harmless from and against all losses, damages, costs (including reasonable attorneys' fees) and expenses associated with all Claims. We reserve the right to assume the exclusive defense and control of any Claims and negotiations for settlement or compromise and you agree to fully cooperate with us in doing so. You agree that the provisions in this paragraph will survive any termination of your account(s) or the Services and Applications.

21.Miscellaneous

Your agreement with us does not apply to services, transactions, activities or transactions and relationships you have with anyone else, nor does it cover your rights or responsibilities regarding third party Content or links that direct your browser to third parties, even if they appear on or are linked with our website. We simply aren't responsible for them. If any term or condition of your agreement with us is considered illegal, invalid or unenforceable, this will not affect the rest of your agreement with us and even if we delay or fail to take action to enforce our rights, it doesn't mean we are waiving any rights we have. If you have any claim or cause of action against us, regardless of the reason or type of claim, you may not file or start it more than 1 year after the date it first arose.

22.Notice and Procedure for Making Claims of Copyright Infringement

The Digital Millennium Copyright Act (DMCA) provides recourse to copyright owners who believe that their rights under the United States Copyright Act have been infringed by acts of third parties over the Internet. If you believe that your copyrighted work has been copied without your authorization and is available on or in the Services and Applications in a way that may constitute copyright infringement, you may provide notice of your claim to BKEEPERS's Designated Agent listed below. For your notice to be effective, it must include the following information: (a) a physical or electronic signature of a person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed; (b) a description of the copyrighted work that you claim has been infringed upon; (c) a description of where the material that you claim is infringing is located on BKEEPERS; (d) information reasonably sufficient to permit BKEEPERS to contact the complaining party, such as address, telephone number, and, if available, an e-mail address at which the complaining party may be contacted; (e) 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; and (f) statement that the information in the notification is accurate and, under penalty of perjury, that the complaining party is authorized to act on behalf of the owner of an exclusive Right that is allegedly infringed. BKEEPERS's Designated Agent is: bKeepers Inc, [email protected].

23.Information or Complaints

Under California Civil Code 1789.3 California users are entitled to the following consumer rights notice: If you have a question or complaint regarding the Services and Applications, please send an e-mail to [email protected]. California residents may reach the Complaint Assistance Unit of the Division of the California Department of Consumer Affairs by mail at 1625 North Market Blvd., Sacramento, CA 95834, or by telephone at (916) 445-1254 or (800) 952-5210.

24.Definitions

a) 'Content' means any and all content such as audio, video, audio-visual, text, graphics, artwork, illustrations, photographs, images, animations, data, designs, messages, chats, profile information, correspondence, comments, ideas and opinions. b) 'Mobile Device' means and refers to mobile or cell phones, wireless or other devices, even if they do other things besides send and receive voice, text, data, Content or other types of communication and 'wireless carrier' refers to the services provider with whom you have an agreement to provide you with Mobile Device services. c) 'Post' and 'Note' means and refers to the information and anything else you make available, submit, provide, exchange, transmit, communicate or share using our Services and Applications (e.g., Content, Chat, Note, Keep).

25.Definitions (cont.)

d) 'Premium Services and Applications' means any and all services on BKEEPERS, which are paid for using Credits such as 'Reputation'. e) 'Rights' means our patent, trademark, trade dress, trade name, service mark, trade secret, copyright or other proprietary rights, whether or not legally protectable, including the selection, sequence, look and feel and arrangement of any components or aspects of the Services and Applications. f) 'Standard Services and Applications' means any and all services on BKEEPERS, which are without charge such as creating a profile, adding User Generated Content, performing basic searches and chatting with other users.

26.Definitions (cont.)

g) 'us', 'we' and 'our', 'bHhome', or 'BKEEPERS' means and refers to bKeepers Inc. (d/b/a bHome). i) 'user' means and refers to individuals who enroll by providing us information about themselves in order to obtain access to the Services and Applications. h) 'User Generated Content' refers to Content you Post (or that is Posted using your Account Name or Screen Name). We don't claim ownership of (nor undertake responsibility for) User Generated Content.

bHome Merchant Terms of Service

Last modified June 19, 2015

You are now reading bKeepers Inc. ("bKeepers" or "bHome")'s terms of service for its merchants ("Agreement"), meaning the legal contract between you or your business entity and bHome when you use the bHome website ("Site") or the mobile application for product discovery ("App"), all software integration between You and bHome for purposes of enabling purchasing facilitated by bHome (for example, "Buy on bHome") and all services, domains and content provided by bHome (collectively with Site and App, the "Services"). YOU SHOULD READ THIS AGREEMENT CAREFULLY BEFORE USING THE SERVICES OFFERED BY bHOME. If you have any questions, please email us at [email protected].

By using the Services, including but not limited to visiting or browsing the Site or displaying or selling products on bHome, you (the "merchant" or "you") agree to be bound by this Agreement, including those additional terms and conditions and policies referenced herein and/or available by hyperlink. This Agreement applies to all merchants of the Services.

1. bHome is a Marketplace

bHome acts as a marketplace to allow merchants who comply with bHome's policies to offer and sell certain goods within an optimized-price format. bHome facilitates transactions between buyers and sellers. As a result, bHome does not necessarily have control over the quality, safety, morality or legality of any aspect of the items listed, the truth or accuracy of the listings, the ability of merchants to sell items or the ability of buyers to pay for items. bHome cannot ensure that a buyer or merchant will actually complete a transaction.

Consequently, bHome does not transfer legal ownership of items from the merchant to the buyer.

bHome cannot guarantee the true identity, age, and nationality of a merchant or buyer. bHome encourages you to communicate directly with potential transaction partners through the tools available on the Site or App.

You agree that bHome is a marketplace and as such is not responsible or liable for any content, for example, data, text, information, usernames, graphics, images, photographs, profiles, audio, video, items, and links posted by you, other merchants, or outside parties on bHome. You use the bHome service at your own risk.

2. Membership Eligibility

Age : bHome's merchant services are available only to, and may only be used by, individuals who are of the age of majority in their applicable state (either 18 or 21 years and older) or business entities who can form legally binding contracts under applicable law. You represent and warrant that, if applicable, you are of the appropriate age and that all registration information you submit is accurate and truthful. If you are registering as a business entity, you personally guarantee that you have the authority to bind the entity to this Agreement. bHome may, in its sole discretion, refuse to offer access to or use of the Services to any person or entity and change its eligibility criteria at any time. This provision is void where prohibited by law and the right to access the Services is revoked in such jurisdictions.

Individuals under the age of majority must at all times use bHome's services only in conjunction with and under the supervision of a parent or legal guardian who is at least 21 years of age. In all cases, the adult is the merchant and is responsible for any and all activities.

Compliance : You agree to comply with all local laws regarding online conduct and acceptable content. As set forth further herein, you are responsible for all applicable taxes. In addition, you must abide by bHome's policies as stated in the Agreement and the published bHome website policies, as well as all other operating rules, policies and procedures that may be published from time to time on the Site or the App by bHome, each of which is incorporated herein by reference and each of which may be updated by bHome from time to time.

In addition, some Services offered through the Site or App may be subject to additional terms and conditions promulgated by bHome from time to time; your use of such Services is subject to those additional terms and conditions, which are incorporated into this Agreement by this reference.

Password : Keep your password secure. You are fully responsible for all activity, liability and damage resulting from your failure to maintain password confidentiality. You agree to immediately notify bHome of any unauthorized use of your password or any breach of security. You also agree that bHome cannot and will not be liable for any loss or damage arising from your failure to keep your password secure. You agree not to provide your username and password information in combination to any other party other than bHome without bHome's express written permission.

Account Information : You must keep your account information up to date and accurate at all times, including a valid email address. To sell items on bHome you must provide and maintain valid payment information such as a valid Stripe account.

Account Transfer : You may not transfer or sell your bHome merchant account and username to another party.

Right to Refuse Service : bHome reserves the right, at bHome's sole discretion, to cancel unconfirmed or inactive accounts. bHome reserves the right to refuse service to anyone, for any reason, at any time.

3. Fees and Billing

Joining and setting up a shop on bHome is free. bHome does not charge fees for listing an item for sale. bHome will take a two percent (2%) commission when an item sells. An additional 8% commission will be applicable if an item sells as a direct result of a recommendation made on bHome. (the 2% fee plus any applicable 8% recommendation fee (the "Commission"). The Commission is subject to change by bHome with 30 days notice to you or as a set amount agreed to in a cost contract with bHome. You will have the right to terminate your merchant account with bHome upon such notice of a percentage increase if you do not agree to the new Commission. (See termination section below.) bHome may, at bHome's sole discretion, change some or all of bHome's Services at any time. In the event bHome introduces a new Service, the fees for that Service are effective at the launch of the service. Unless otherwise stated, all fees are quoted in US Dollars (USD).

In certain situations, including but not limited to a void or invalid transaction, bHome may issue a credit for the applicable fees to a merchant's billing statement.

You are responsible for paying all fees and applicable taxes associated with using and selling on bHome.

Price : Merchants are required to list prices, applicable taxes and shipping costs for the products they sell through the bHome Marketplace. bHome's Commission shall be based on the prices and shipping costs that merchant lists for their products. bHome reserves the right to adjust the prices or shipping costs displayed to users to optimize sales for our merchants. This does not affect the amount or percentage bHome has agreed to pay to the merchant for their orders. bHome will payout merchant the remainder of all sums less its Commission, and less any applicable taxes that are required by law to be withheld by bHome. bHome intends to charge for, and collect, estimated amounts of applicable U.S. state and local transaction taxes on each merchant transaction. bHome is not responsible for the charging or collection of non-U.S. transaction taxes (e.g., value added taxes). It is merchant's obligation to report to bHome all U.S. jurisdictions (State and local) where merchant has a presence that gives rise to "nexus" with that jurisdiction, and therefore, tax collecting responsibilities. bHome will remit to merchant all collected U.S. transaction taxes on merchant's bHome transactions to be held in trust and conveyed to by merchant to the appropriate taxing authority. Where bHome has remitted to merchant all collected transaction taxes from merchant's bHome transactions, or merchant has not accurately reported to bHome all jurisdictions where merchant has tax collecting responsibilities, merchant agrees to defend, indemnify and hold harmless bHome, its officers, directors, and affiliates, from any and all claims arising from or related to failure to pay taxes on merchant's bHome transactions.

bHome uses Stripe, Inc. (Stripe) for payment processing. In order for you to use Stripe's payment processing services, you must enter into the Merchant Services Agreement (MSA) with Stripe and its sponsoring bank. By accepting this Agreement, you agree: (a) that you have downloaded or printed the MSA, and (b) that you have reviewed and agree to the MSA. Please note that bHome is not a party to the MSA and that you, Stripe and Stripe's sponsoring bank and the three parties to the MSA and that bHome has no obligations or liability to you under the MSA. If you have questions regarding the MSA, please contact Stripe.

bHome will faciliatate payment through Stripe. This payment will be a net amount: the merchant's prices (product and shipping and collected taxes) less our Commission.

4. Listing and Selling

Listing Description : By listing an item on the Site or App you warrant that you and all aspects of the item comply with bHome's published policies. You also warrant that you may legally sell the item. You must accurately describe your item and all terms of sale in your bHome shop. Your listings may only include text descriptions, graphics, pictures and other content relevant to the sale of that item. All items must be listed in an appropriate category with appropriate tags. Each listing must accurately and completely describe the item/items for sale in that listing. If the "in stock" quantity is more than one, all items in that listing must be identical.

Shop Policies : All merchants are urged to outline shop policies for their bHome shop. These policies may include, for example, shipping, returns, payment and selling policies. Merchants must create reasonable policies in good faith and must abide by such policies. All shop policies must comply with bHome's site-wide policies. Merchants are responsible for enforcing their own reasonable shop policies. bHome reserves the right to request that a merchant modify a shop policy.

Binding Sale : All sales are binding. The merchant is obligated to ship the order or otherwise complete the transaction with the buyer in a prompt manner, unless there is an exceptional circumstance, such as: (a) the merchant has a family emergency or (b) the merchant is out of town. In the case of such a circumstance, merchant should communicate with the buyer in a reasonable and timely manner regarding the delay and provide an expected date for shipment.

Fee Avoidance : The price stated in each item listing description must be an accurate representation of the sale. Merchant may charge reasonable shipping and handling fees to cover the costs for packaging and mailing the items. Merchant may not charge excessive shipping fees or otherwise avoid fees. You may not alter the item's price after a sale for the purpose of avoiding bHome transaction fees, misrepresent the item's location, or use another merchant's account without bHome's prior permission.

5. Non-Disclosure of Confidential Information

Participating as bHome merchant or making use of the Services will expose you to certain confidential and proprietary information of bHome ("Confidential Information"). For example, as a user of bHome's "Buy on bHome" service, you will learn the business methods bHome uses to carry out its program including pricing, fulfillment and marketing strategies. You will also correspond regularly with bHome regarding your use of the Services. You agree to not disclose or use bHome's Confidential Information except as necessary to carry out the purpose of this Agreement, and you further agree to not disclose or make public any communications you may have with bHome.

6. Prohibited, Questionable and Infringing Items and Activities

You are solely responsible for your conduct and activities on and regarding to bHome and any and all data, text, information, usernames, trademarks, logos, graphics, images, photographs, profiles, audio, video, items, and links (together, "Content") that you submit, post and display on bHome.

Restricted Activities : Your Content and your use of bHome shall not:

1. Be false, inaccurate or misleading

2. Be fraudulent or involve the sale of illegal, counterfeit or stolen items

3. Infringe upon any third-party's copyright, patent, trademark, trade secret or other proprietary or intellectual property rights or rights of publicity or privacy

4. Violate this Agreement, bHome's Merchant Policy, any site policy or community guidelines, or any applicable law, statute, ordinance or regulation (including, but not limited to, those governing export control, consumer protection, unfair competition, anti-discrimination or false advertising)

5. Contain items that have been identified by the U.S. Consumer Products Safety Commission (CPSC) as hazardous to consumers and therefore subject to a recall

6. Be defamatory, trade libelous, unlawfully threatening, unlawfully harassing, impersonate or intimidate any person (including bHome staff or other merchants), or falsely state or otherwise misrepresent your affiliation with any person, through for example, the use of similar email address, nicknames, or creation of false account(s) or any other method or device

7. Be obscene or contain pornography, nudity, or adult material

8. Contain or transmit any code of a destructive nature that may damage, detrimentally interfere with, surreptitiously intercept or expropriate any system, data or personal information

9. Host images not part of a listing

10. Modify, adapt or hack bHome or modify another website so as to falsely imply that it is associated with bHome

11. Appear to create liability for bHome or cause bHome to lose (in whole or in part) the services of bHome's ISPs or other suppliers

12. Link directly or indirectly, reference or contain descriptions of goods or services that are prohibited under this Agreement, bHome's Merchant Policy, or other policy documents as posted on bHome.

13. Solicit business for, direct sales to, or promote any website, service, or entity outside of bHome

Furthermore, you may not list any item on bHome (or consummate any transaction that was initiated using bHome's service) that could cause bHome to violate any applicable law, statute, ordinance or regulation, or that violates bHome's Terms of Service.

7. Content

License : bHome does not claim ownership rights in your Content. You grant bHome a license solely to enable bHome to use any information or Content you supply bHome with, so that bHome is not violating any rights you might have in that Content. You grant bHome a non-exclusive, worldwide, perpetual, irrevocable, royalty-free, sublicensable (through multiple tiers) right to exercise the copyright, publicity, and database rights (but no other rights) you have in the Content, in any media now known or not currently known, with respect to your Content. You agree to allow bHome to store or re-format your Content on bHome and display your Content on bHome in any way as bHome chooses. bHome will only use personal information in accordance with bHome's Privacy Policy.

As part of a transaction, you may obtain personal information, including name, shipping information and email, from a bHome user. Without obtaining prior permission from the user, this personal information shall only be used for that transaction or for bHome-related communications. bHome has not granted you a license to use the information for unsolicited commercial messages. Without limiting the foregoing, without express consent from the user, you are not licensed to add any bHome user to your email or physical mail list or to share any user information with any third parties or otherwise disclose or make public any user information or email. For more information, see bHome's Privacy Policy.

Re-Posting Content : By posting Content on bHome, it is possible for an outside website or a third party to re-post that Content. You agree to hold bHome harmless for any dispute concerning this use.

8. Resolution of Disputes and Release

In the event a dispute arises between you and bHome or you are required to notify bHome of a dispute, please contact bHome in a timely and reasonable manner at the following email: [email protected].

Any dispute arising from or relating to the subject matter of this Agreement shall be finally settled by arbitration, using the English language. Use of the Services is not authorized in any jurisdiction that does not give effect to all provisions of the Agreement, including without limitation, this section.

Should you have a dispute with one or more users, or an outside party, you release bHome (and bHome's officers, directors, agents, subsidiaries, joint ventures and employees) from any and all claims, demands and damages (actual and consequential) of every kind and nature, known and unknown, suspected and unsuspected, disclosed and undisclosed, arising out of or in any way connected with such disputes. bHome encourages merchants to report merchant-to-user disputes to your local law enforcement, postmaster general, or a certified mediation or arbitration entity, as applicable.

bHome, for the benefit of merchants, may try to help merchants resolve disputes. bHome does so in bHome's sole discretion, and bHome has no obligation to resolve disputes between merchants and users or between merchants and outside parties. To the extent that bHome attempts to resolve a dispute, bHome will do so in good faith based solely on bHome's policies. bHome will not make judgments regarding legal issues or claims.

bHome will comply with all judgments or court orders regarding merchant and user disputes.

9. bHome's Intellectual Property

bHome, and all other bHome graphics, logos, designs, page headers, button icons, scripts, web pages, and service names are registered trademarks, trade dress or copyright of bKeepers, Inc., in the U.S. and/or other countries. bHome's copyrights, trademarks and trade dress may not be used, including as part of trademarks and/or as part of domain names or email addresses, in connection with any product or service without bHome's prior written approval.

10. Access and Interference

Much of the information on bHome is updated on a real-time basis and is proprietary or is licensed to bHome by bHome's merchants or third parties. You agree that you will not use any robot, spider, scraper or other automated means to access bHome for any purpose whatsoever, except to the extent expressly permitted by and in compliance with bHome's API Terms of Use or otherwise without bHome's prior express written permission. Additionally, you agree that you will not:

1. Take any action that imposes, or may impose, in bHome's sole discretion, an unreasonable or disproportionately large load on bHome's infrastructure

2. Copy, reproduce, modify, create derivative works from, distribute or publicly display any other merchant Content (except for your Content) from the Site or App without the prior express written permission of bHome and the appropriate third party, as applicable

3. Interfere or attempt to interfere with the proper working of the Site or any activities conducted on the Site or App

11. Breach

Without limiting any other remedies, bHome may, without notice, and without refunding any fees, delay or immediately remove Content, warn bHome's community of a merchant's actions, issue a warning to a merchant, temporarily suspend a merchant, temporarily or indefinitely suspend a merchant's account privileges, terminate a merchant's account, prohibit access to the Services, and take technical and legal steps to keep a merchant off the Services and refuse to provide services to a merchant if bHome, in its sole discretion, has reason to believe that any of the following apply:

a merchant has breached this Agreement, the Privacy Policy, the Merchant Policy, or other policy documents and community guidelines incorporated herein; bHome is unable to verify or authenticate any of your personal information or Content; or bHome believes that a merchant is acting inconsistently with the letter or spirit of bHome's policies, has engaged in improper or fraudulent activity in connection with bHome or the actions may cause legal liability or financial loss to bHome's merchants or to bHome.

12. Privacy

Except as provided in bHome's Privacy Policy, bHome will not sell or disclose your personal information (as defined in the Privacy Policy) to third parties without your explicit consent. bHome stores and processes Content on computers located in the United States that are protected by physical as well as technological security.

13. No Warranty

bKeepers, bKeepers' SUBSIDIARIES, OFFICERS, DIRECTORS, EMPLOYEES, AND bKeepers' SUPPLIERS PROVIDE bKeeper's WEB SITE AND SERVICES "AS IS" AND WITHOUT ANY WARRANTY OR CONDITION, EXPRESS, IMPLIED OR STATUTORY. bKeepers, bKeepers' SUBSIDIARIES, OFFICERS, DIRECTORS, EMPLOYEES AND bKeepers' SUPPLIERS SPECIFICALLY DISCLAIM ANY IMPLIED WARRANTIES OF TITLE, MERCHANTABILITY, PERFORMANCE, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. IN ADDITION, NO ADVICE OR INFORMATION (ORAL OR WRITTEN) OBTAINED BY YOU FROM bKeepers SHALL CREATE ANY WARRANTY. SOME STATES DO NOT ALLOW THE DISCLAIMER OF IMPLIED WARRANTIES, SO THE FOREGOING DISCLAIMER MAY NOT APPLY TO YOU. THIS WARRANTY GIVES YOU SPECIFIC LEGAL RIGHTS AND YOU MAY ALSO HAVE OTHER LEGAL RIGHTS THAT VARY FROM STATE TO STATE.

14. Limitation of Liability

IN NO EVENT SHALL bKeepers, AND (AS APPLICABLE) bKeepers' SUBSIDIARIES, OFFICERS, DIRECTORS, EMPLOYEES OR bKeepers' SUPPLIERS BE LIABLE FOR ANY DAMAGES WHATSOEVER, WHETHER DIRECT, INDIRECT, GENERAL, SPECIAL, COMPENSATORY, CONSEQUENTIAL, AND/OR INCIDENTAL, ARISING OUT OF OR RELATING TO THE CONDUCT OF YOU OR ANYONE ELSE IN CONNECTION WITH THE USE OF THE SITE, THE APP, bKeepers' SERVICES, OR THIS AGREEMENT, INCLUDING WITHOUT LIMITATION, LOST PROFITS, BODILY INJURY, EMOTIONAL DISTRESS, OR ANY SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES.

bKeepers' LIABILITY, AND (AS APPLICABLE) THE LIABILITY OF bKeepers' SUBSIDIARIES, OFFICERS, DIRECTORS, EMPLOYEES, AND SUPPLIERS, TO YOU OR ANY THIRD PARTIES IN ANY CIRCUMSTANCE IS LIMITED TO THE GREATER OF (A) THE AMOUNT OF FEES YOU PAY TO bKeepers IN THE 12 MONTHS PRIOR TO THE ACTION GIVING RISE TO LIABILITY, AND (B) $100. SOME STATES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY TO YOU.

15. Indemnity

YOU AGREE TO INDEMNIFY AND HOLD bKeepers AND (AS APPLICABLE) bKeepers' PARENT, SUBSIDIARIES, AFFILIATES, OFFICERS, DIRECTORS, AGENTS, AND EMPLOYEES, HARMLESS FROM ANY CLAIM OR DEMAND, INCLUDING REASONABLE ATTORNEYS' FEES, MADE BY ANY THIRD PARTY DUE TO OR ARISING OUT OF YOUR USE OF THE SERVICES OR BREACH OF THIS AGREEMENT OR THE DOCUMENTS IT INCORPORATES BY REFERENCE, OR YOUR VIOLATION OF ANY LAW OR THE RIGHTS OF A THIRD PARTY, INCLUDING BUT NOT LIMITED TO INTELLECTUAL PROPERTY INFRINGMENT.

16. Termination

Either party may terminate this Agreement for any reason without advanced notice. In order for merchant to terminate this Agreement, merchant must uninstall the bHome Shopify application, if applicable. Upon termination, the parties agree to use reasonable efforts to reconcile any amounts due either party under this Agreement, and make any final payments due under this Agreement within 30 days of termination. bHome may, in its reasonable discretion, suspend merchant's use of the Services at any time, if in bHome believes in its reasonable judgment, that such suspension is necessary to protect bHome's business and/or customer relations.

17. No Guarantee

bHome does not guarantee continuous, uninterrupted access to the Services, and operation of the Services may be interfered with by numerous factors outside bHome's control.

18. Legal Compliance; Taxes

You shall comply with all applicable domestic and international laws, statutes, ordinances and regulations regarding your use of the Services and, if applicable, your listing, solicitation of offers to purchase, and sale of items. In addition, you shall be responsible for paying any and all taxes applicable to any sales of items you make on the Site or App (excluding any taxes on bHome's net income).

19. Severability

If any provision of this Agreement is held unenforceable, then such provision will be modified to reflect the parties' intention. All remaining provisions of this Agreement shall remain in full force and effect.

20. No Agency

You and bHome are independent contractors, and no agency, partnership, joint venture, employee-employer or franchiser-franchisee relationship is intended or created by this Agreement.

21. bHome Services

bHome reserves the right to modify or terminate the Services for any reason, without notice, and at any time. You understand that bHome may block, suspend or terminate your access to the Services, and You therefore are not relying on bHome in any respect to maintain Your access to the Services regardless of how much time, money and resources you expend related to Your use of the Services. bHome reserves the right to alter this Agreement or other Site or App policies at any time, so please review the policies frequently. If bHome makes a material change bHome will notify you here, by email, by means of a notice on our home page, or other places bHome deems appropriate.

22. Choice of Law

This Agreement shall in all respects be interpreted and construed with and by the laws of the State of California and the United States of America.

23. Survival

Sections 3 (Fees and Services, Fees and Termination), 6 (Content, License), 8 (Resolution of Dispute and Release), 9 (bHome's Intellectual Property), 10 (Access and Interference), 11 (Breach), 12 (Privacy), 13 (No Warranty), 14 (Liability Limit), 15 (Indemnity), 16 (Termination), 17 (No Guaranty), 19 (Severability), 20 (No Agency), 22 (Choice of Law) shall survive any termination or expiration of this Agreement.

24. Notices

Except as explicitly stated otherwise, any notices shall be given by email to the address you provide to bHome (either during the registration process or when your email address changes). Notice shall be deemed given 24 hours after email is sent, unless the sending party is notified that the email address is invalid.

25. Disclosures

The Services hereunder are offered by bKeepers, Inc.

Contact

If you have any questions, complaints, or claims with respect to the Services, you may contact us at [email protected].