TÉRMINOS DE SERVICIO DE LA PLATAFORMA DE TOKENIZACIÓN DE BEEDERS

Última actualización: julio de 2023

PLEASE READ THESE TERMS OF SERVICE CAREFULLY. BY ACCESSING OR USING THIS SITE, YOU AGREE TO BE LEGALLY BOUND BY THESE TERMS OF SERVICE AND ALL TERMS INCORPORATED BY REFERENCE.

Welcome, and thank you for your interest in Beeders and our website at beeders.com. The following terms of service (these "Terms") are an agreement between you ("you," "your"), the user ("User") on your own behalf, if you register as an individual, or in your capacity as a representative of the company for which you work or represent, if you register as a company; and Beeders, as described ("Beeders", "we", "us", or "our"), that sets forth the terms and conditions for your access and use of the beeders.com Website and Platform (collectively, the "Platform").

Please read the following terms carefully before using the Platform. By using the Platform, you acknowledge that you have read, understood, and agree to be bound by the following terms and conditions, including all Beeders Policies applicable thereto (together, the "Terms"). If you are not eligible, or you do not agree to the Terms, then you do not have our permission to use the Platform.

IMPORTANT NOTICES

Class Actions

THESE TERMS ALSO INCLUDE, AMONG OTHER THINGS, A PROVISION WAIVING THE RIGHT TO PURSUE ANY CLASS, GROUP OR REPRESENTATIVE CLAIM AND REQUIRING YOU TO PURSUE CERTAIN DISPUTES THROUGH INDIVIDUAL ARBITRATION UNLESS YOU OPT-OUT WITHIN THE SPECIFIED TIME FRAME. SEE SECTION 13 FOR MORE INFORMATION.

Fees and Commissions

A trade commission of 2% will apply to primary market transactions, and it will be based on the gross balance of each trade. Additional fees may apply depending on the use of the blockchain network.

Blockchain transactions require the payment of transaction fees to the appropriate network ("Gas Fees"). Except as otherwise expressly set forth in the terms of another offer by Beeders, you will be solely responsible to pay the Gas Fees for any transaction that you initiate via any of our Products.

When traders pay fees for trades, those fees accrue to liquidity providers for the Protocol. As a general matter, Beeders Tokenization Platform is not a liquidity provider into Protocol liquidity pools and liquidity providers are independent third parties. The DEX (Decentralized Exchanges) Protocol was deployed on the Ethereum-like blockchain network, and has since been deployed on several other blockchain networks including by parties other than shown by Beeders Tokenization Platform. Deployments on other networks typically make use of cross-chain bridges, which allow assets native to one blockchain to be transferred to another blockchain. Please note that digital assets that have been "bridged" or "wrapped" to operate on other blockchain networks (including to blockchains compatible with the Ethereum Virtual Machine that are designed to ensure the Ethereum blockchain can effectively process more transactions or other blockchains that are frequently referred to as "Layer 2" solutions) are distinct from the original Ethereum mainnet asset.

1. ACCEPTANCE OF THESE TERMS

Please carefully review these Terms before accessing the Platform. If you do not agree to these Terms, you may not access, register, or otherwise use the Platform.

By using the Platform, you represent and warrant that you are 1) of legal age to form a binding contract with Beeders and at least 18 years old; 2) not prohibited by law from using the Platform; 3) are not located in a country subject to a U.S. Government embargo, or that has been designated by the U.S. Government as a “terrorist supporting” country; and 4) that you are not listed on any U.S. Government, U.K. Government or European Union list of prohibited or restricted parties.

The Platform is controlled, operated and administered by Beeders from its offices. If you access the Platform from a location outside the Beeders domain address, you are responsible for compliance with all local laws. You agree that you will not use the content accessed through the Platform in any country or in any manner prohibited by any applicable laws, restrictions, or regulations.

Modification of These Terms
We reserve the right to amend these Terms, and the Policies applicable thereto, at any time and will notify you of any such changes by posting the revised Terms on the Platform. You should check these Terms periodically for changes. The most current version of the Terms will supersede all previous versions. We will date the Terms with the last day of revision and all changes shall be effective upon posting of such modified Terms. Your access or use of the Platform after any such changes to these Terms constitutes your agreement to be bound by any such changes. We may terminate, suspend, change, or restrict access to all or any part of this Platform without notice or liability except only to the extent prohibited by applicable law.
We will not be liable to you or to any third party for any modification, suspension, or discontinuance of the Platform.

2. PURCHASES

Payment: Purchases of any item are facilitated through a third-party service provider like digital wallets. We may provide that service provider with information about your digital wallet identifier, credit card or other payment instrument. You represent and warrant that such information is true and that you are authorized to use the payment instrument. You will be responsible for all taxes associated with the purchase of goods through the Service.
Loss and Cancellation: Title and risk of loss for all items purchased by you shall pass to you. We reserve the right to cancel any purchase for any reason.
Returns: You acknowledge and agree that the products produced for you are digital resources. You have no right to cancel any purchase or return any item and all orders are final.
Disclaimer: Your purchase of an Item constitutes a waiver of any and all intellectual property, proprietary, personal and privacy claims relating to that purchase.

3. POLICIES

Your use of the Platform is subject to the Beeders Privacy Policy, the Privacy Notice (collectively, the “Beeders Privacy Policy”) and the Cookie Policy (collectively, our “Policies”), detailing how we handle and protect your personal information.

The Policies inform Users of the data processing practices regarding the Platform and their Accounts

4. ACCOUNT INFORMATION ACCURACY AND UPDATES

To access the Interface, you must use a non-custodial wallet software, which allows you to interact with public blockchains. Your relationship with that non-custodial wallet provider is governed by the applicable terms of service (with respect to a third party wallet, the applicable terms of service of such a third party). We do not have custody or control over the contents of your wallet and have no ability to retrieve or transfer its contents. By connecting your wallet to our Interface, you agree to be bound by this Agreement and all of the terms incorporated herein by reference.

You first must create a wallet account (a “Blockchain public key address account”). This process will include the creation of a Login ID for your Platform account. We may also ask you for necessary information, including personal information, to verify your identity, as described in our Beeders Privacy Policy. The Platform account can be linked on your own behalf if you register as a natural person, or on behalf of an entity you represent if you register as a legal person. All users must be at least 18 years old and, when registering on behalf of an entity, such entity must be constituted and authorized to operate in the tax jurisdiction indicated during the login process. We may, at our sole discretion, refuse to connect an account for you. You are responsible for the accuracy and update of your Platform account Information, and specifically, you will not use a false address nor information owned or controlled by another person.

You are responsible for maintaining the confidentiality of your Platform account, and for restricting access to your computer, and you agree to accept responsibility for all activities that occur under your Platform Account. You may not assign or otherwise transfer your Platform Account to any other person or entity.

You acknowledge that Beeders is not responsible for third-party access to your Platform Account that results from theft or misappropriation of your Platform Account. Beeders and its associated persons reserve the right to refuse or cancel Services, terminate Accounts, or remove or edit content in our sole discretion. If your Platform account or your account information, including your blockchain address or any sensitive information has been compromised, or if another person is accessing your Platform Account through some other means, you agree that you are solely responsible for this situation.

5. BEEDERS SERVICES

Beeders Tokenization Platform provides investment services and permits individuals to make investments in digital securities via the Platform (the “Services”). To invest with Beeders you do not necessarily have to meet a specific qualification criterion, though certain investments may be limited to qualified investors within the Platform. Qualification is based on applicable national securities laws and regulations governing the types of securities we offer and that must be observed.

Some of the Services may require Users to provide additional personal information or data, authorize or consent to interconnection with systems and/or services owned by third parties and/or use identity verification mechanisms provided by third parties. In the event that you do not provide such consent and/or the necessary information and/or use the verification mechanisms, Beeders, may not be able to provide such Services to you. Likewise, some Services may be limited by the conditions and/or policies of the third parties. Whenever the Services involve interconnection with systems and/or services owned or provided by third parties, and/or the terms and conditions and/or policies of such third parties may be applicable to the Services or to you, Beeders will prior inform you in a sufficient manner.

Investments Within the Platform By choosing to use the Platform, you will receive disclosures, notices, documents, and any other communication about our Platform from us (“Communications”). We can only give you the benefits of our Platform by conducting business through the Internet, and therefore we need you to consent to receiving Communications electronically. This section informs you of your rights when receiving electronic Communications from us. We may discontinue electronic provision of Communications at any time at our sole discretion.
Communications in Writing By entering into these Terms, you undertake the following: a. That you will review and assess the terms of each investment, including all documents and information provided to you through the Platform or through the issuer information that you accepted, prior to making the investment. b. That you will obtain professional advice as appropriate to protect your interests, when necessary, including legal, tax, accounting and other advice. c.That you reviewed and understand the risks of making the investments offered through the Platform and the Services. Beeders does not recommend any financial product or investment opportunity, nor does Beeders state that any investment opportunities are suitable for investment or guarantee the accuracy of information provided by issuers, their managers or otherwise. Beeders does not act as an investment adviser to any investor and no part of the Beeders Platform is intended to constitute investment advice. Some investments offered in the Platform might be speculative and involve a high degree of risk and investors who cannot afford to lose their entire investment should not invest. Prospective investors should carefully consider the risk warnings and disclosures for the respective investment offering. The value of an investment may go down as well as up and investors may not get back their money originally invested. Past performance is not necessarily a guide to future performance. An investment in a fund or investment vehicle is not the same as a deposit with a banking institution. Please refer to the respective issuer documentation for details about potential risks, charges and expenses. Additionally, investors will typically receive illiquid and/or restricted membership interests that may be subject to holding period requirements and/or liquidity concerns. In the most sensible investment strategy for private equity investing, private equity should only be part of your overall investment portfolio. Further, the alternative investments portion of your portfolio may include a balanced portfolio of different alternative investment funds. Investments in alternative assets are highly illiquid and investors should be fully aware of the risks of investing.

Appropriateness of Investments Beeders requires all Users to undergo an appropriateness assessment by completing a questionnaire on the Platform, pursuant to the applicable laws, to determine whether an investment in a certain financial instrument is appropriate or not for a given User. Beeders relies on representations made by Users when completing the questionnaire.

Tokenized Market Liquidity Risk Markets for digital asset securities can be illiquid, which means there can be a lack of persons willing to trade at any one time, regardless of price. Thinly traded or illiquid markets have a potential increased risk of loss because they can experience wider spreads and low volume. Investors may not be able to find a match on Beeders and this could make liquidating positions difficult and force you to sell at very unfavorable prices. There is no guarantee that the markets for digital asset securities will be active and liquid or permit you to establish or liquidate positions when you desire or at prices necessary to prevent losses. Investors may be forced to hold certain digital asset securities for extended periods when there is not sufficient demand. Investors may be unable to sell their digital asset securities or find liquidity on other trading venues.
Assets listed herein, such as digital assets or tokens using blockchain, are speculative, involve a high degree of risk, are generally illiquid, may have no value, have limited regulatory certainty, are subject to potential market manipulation risks and may expose investors to loss of principal. Blockchain investing involves a degree of risk that can be different from traditional markets. These risks include, but are not limited to, risk of regulatory uncertainty, market adoption, market manipulation, market exiting, price volatility and security risk. Investments in private placements, start-up investments in particular, are also speculative and involve a high degree of risk. Investors must be able to afford the loss of their entire investment. Eligibility to buy and sell securities on the Beeders is determined by Beeders in its sole discretion. Offers to sell, or the solicitations of offers to buy any security can only be made through official offering documents that contain important information about risks, fees and expenses associated with the applicable securities available for trading on the Beeders. Investors should conduct their own due diligence, and are encouraged to consult with a financial advisor, attorney, accountant, tax advisor, and any other professional that can help them to understand and assess the risks associated with any investment opportunity. Past performance is not indicative of future results. There is no guarantee that a diversified portfolio will enhance overall returns, outperform a non-diversified portfolio, or prevent loss.
Unauthorized Activity In the event that the User identifies unauthorized activity in the Platform Account, such as errors, failures in operations and/or non-authorized operations, contact corp@beeders.com
Service Availability Beeders does not guarantee the availability and continuity of the Platform and/or the Services or that the Platform is error-free. Beeders excludes, to the full extent permitted by the legal system, any liability for damages of any nature that may be due to the availability and continuity of access to Platform.
Account Lockout or Denial of Operations Beeders may suspend for investigative purposes or refuse to process any of the operations and/or activity within the Platform if we suspect fraudulent, illegal or conduct that violates our Terms. If we refuse to process an operation and/or provide a Service, we will notify the User (unless prohibited by law) of the denial within the time period we are legally assigned to process that operation and, if applicable, the reasons for our denial and the procedure for correcting factual errors that caused the denial. Any operation that we refuse to process will be deemed unreceived for processing timelines and legal liability for non-compliance or incorrect compliance. Notwithstanding the foregoing, we may also suspend Services to a User and block their Account access when (a) they have breached these Terms; (b) they provide or have provided information that is false, incomplete, inaccurate or misleading or engages in fraudulent or illegal activity; (c) there are indications that Account Security has been violated or the unauthorized or fraudulent use of the Platform Account or information in connection therewith; (d) there are suspicions that the activity or use of the Platform Account deviates from the applicable standard of use; (e) in the cases contemplated by the legislation applicable to these Terms and the Users. The Platform Account will be reactivated, and/or its credentials restored, as appropriate, when the causes of the suspension have been rectified.

6. CONSENT TO ELECTRONIC COMMUNICATIONS AND DOING BUSINESS ELECTRONICALLY

Communications to Be Provided in Electronic Form By choosing to use the Platform, you will receive disclosures, notices, documents, and any other communication about our Platform from us (“Communications”), in accordance with our Policies. We can only give you the benefits of our Platform by conducting business through the Internet, and therefore we need to send you Communications electronically. This section informs you of your rights when receiving electronic Communications from us. We may discontinue the electronic provision of Communications at any time at our sole discretion.
Communications in Writing Your consent to these Terms means that electronic Communications shall be considered “in writing” and have the same meaning and effect as if provided in paper form, unless you have requested to receive Communications in paper or you withdraw your consent as stated below. You agree that we have no obligation to provide you Communications in paper format, although we reserve the right to do so at any time.

Minimum Requirements You understand that, in order to view or retain copies of the electronic Communications, you need a computer or mobile device with an Internet connection and a commercially available browser, a valid email address, and sufficient storage space to save Communications or the capability to print the Communications from the device on which you view them.
Withdrawing Consent You may withdraw your consent to receive non-mandatory Communications electronically as described in the footer of such Communications. If you withdraw your consent, the legal validity and enforceability of prior Communications delivered in electronic form will not be affected.

7. LIMITATIONS OF USE

You agree to use the Platform only for lawful purposes. You are prohibited from any use of the Platform that would constitute a violation of any applicable law, regulation, rule or ordinance of any nationality, state, or locality or of any international law or treaty, or that could give rise to any civil or criminal liability. Any unauthorized use of the Platform is strictly prohibited.

You agree, at all times to the extent permitted by applicable law, you will not.

1) try to reverse engineer, disassemble, decompile, or decipher the Platform or software or hardware comprising the Platform,

2) navigate or search the Platform with any tool, software, agent, engine, or other means (including bots, avatars, intelligent agents or spiders) other than as needed to interact with the Platform for the purposes set forth in these Terms,

3) use the Platform in a way that could impair, overburden, damage or disable any portion of the Platform or other Beeders digital properties, or interfere with any other User or third-party use and enjoyment of the Platform,

4) mirror any material contained on the Platform or, claim any right to access, view or alter any source code or object code of Beeders;

5) obtain or attempt to obtain any materials or information through any means not intentionally made available or provided for through the Platform.

6) remove, obscure or change any copyright, trademark, logo, notices, instructions, warnings, labels, hyperlinks or other proprietary rights notices contained in or on the Platform or Services or on any third party website and/or software embedded on.

7) remove, obscure or change any notice, banner, advertisement or other branding on the Platform or the Services.

8) Expect Beeders to provide investment advice or recommendations, or treat any content, email and/or information you receive as a recommendation or representation of any kind by Beeders and/or Beeders Parties,

9) Use any content, or other information acquired through your access to or use of the Beeders Platform or Services, for commercial or investment activity outside of the Services, without prior written approval from Beeders;

Beeders reserves the right to take various actions against you if we believe you have engaged in activities restricted by these Terms or by applicable laws or regulations and Beeders also reserves the right to take action to protect Beeders, other Platform Users and other third parties from any liability, fees, fines or penalties. Those actions may include limiting or completely terminating your access to the Platform and Platform Account, taking legal action against you and holding you liable for the amount of Beeders’s damages caused by your violation of these Terms.

8. LINKS TO THIRD PARTY SITES/THIRD PARTY SERVICES

The Platform may contain links to third-party websites ("Linked Sites''). The Linked Sites are not under the control of Beeders and Beeders is not responsible for the contents of any Linked Site, including without limitation any link contained in a Linked Site, or any changes or updates to a Linked Site. Beeders is providing these links to you only as a convenience, and the inclusion of any link does not imply endorsement by Beeders of the site or any association with its operators.

Certain services made available via the Platform may be delivered by third party sites and organizations. By using any third-party product, service or functionality originating from the Beeders beeders.com domain, you hereby acknowledge that such third parties policies and terms may be applicable to you, and that we may disclose some data to them.

Beeders has no control over, or liability for, the delivery, quality, safety, legality, or any other aspect of any goods or services that you may purchase or sell to or from a third party (including other Users of Beeders Services). Beeders is not responsible for ensuring that a buyer or a seller you may transact with will actually complete the transaction or is authorized to do so. If you experience a problem with any purchases from, or sold to, any third party, or if you have a dispute with such third party, you must resolve the dispute directly with that third party. If you believe a third party has behaved in a fraudulent, misleading, or inappropriate manner, or if you cannot adequately resolve a dispute with a third party, you may notify Beeders at corp@beeders.com so that we may consider what action to take, if any.

9. INTELLECTUAL PROPERTY RIGHTS

The Platform is owned and operated by Beeders. All content, visual interfaces, information, graphics, design, compilation, computer code, products, software, services, text, data, contents, names, trade names, trademarks, trade dress, service marks, layout, logos, designs, images, graphics, illustrations, artwork, icons, photographs, displays, sound, music, video, animation, organization, assembly, arrangement, interfaces, databases, software and/or technology and all intellectual property of any kind whatever and the selection and arrangement thereof (collectively, the “Beeders Materials”) are owned exclusively by Beeders or the licensors or suppliers of Beeders and are protected by U.S. and EU copyright, trade dress, patent, and trademark laws, international conventions, and all other relevant intellectual property and proprietary rights, and applicable laws. Nothing on the Platform should be construed as granting, by implication, estoppel or otherwise, any license or right to use any of the Beeders Materials displayed on the Platform without our prior written permission in each instance.

As a User, you are granted a non-exclusive, non-transferable, revocable license to access and use the Platform strictly in accordance with these Terms. As a condition of your use of the Platform, you warrant to Beeders that you will not use the Platform for any purpose that is unlawful or otherwise prohibited by these Terms. You agree that you do not acquire any ownership rights in any Beeders Materials. We do not grant you any licenses, express or implied, to the intellectual property of Beeders or our licensors except as expressly authorized by these Terms.

You agree to observe and abide by all copyright and other proprietary notices, legends, or other restrictions contained in any such content and will not make any changes thereto. You may not use, copy, display, distribute, modify or reproduce any of the Beeders Materials found on the Platform unless in accordance with written authorization by us. Beeders prohibits the use of any of the Beeders Materials as part of a link to or from the Platform unless the establishment of such a link is approved in writing by us in advance. All rights related to the Beeders Materials are hereby reserved.

You agree that the Beeders Materials may not be copied, reproduced, distributed, republished, displayed, posted or transmitted in any form or by any means, including electronic, mechanical, photocopying, recording or otherwise, without the express prior written consent of Beeders. You acknowledge that the Beeders Materials are and shall remain the property of Beeders. You may not modify, participate in the sale or transfer of, or create derivative works based on any Beeders Materials in whole or in part.

You will not modify, publish, transmit, reverse engineer, participate in the transfer or sale, create derivative works, or in any way exploit any of the content and/or Beeders Materials, in whole or in part, found on the Platform. Beeders Materials and/or content is not for resale. You will not claim any ownership right in any material, software or intellectual property displayed on, published by or otherwise available through the Beeders Platform.

10. DISCLAIMER OF WARRANTIES

THE PLATFORM IS PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, BEEDERS AND ALL OF ITS SUCCESSORS, PARENTS, SUBSIDIARIES, AFFILIATES, OFFICERS, DIRECTORS, STOCKHOLDERS, INVESTORS, EMPLOYEES, AGENTS, REPRESENTATIVES AND ATTORNEYS, AND THEIR RESPECTIVE HEIRS, SUCCESSORS, AND ASSIGNS (COLLECTIVELY, THE “BEEDERS PARTIES”), EXPRESSLY MAKE NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, EXPRESS, STATUTORY, OR IMPLIED AS TO THE CONTENT OR OPERATION OF THE PLATFORM. YOU EXPRESSLY AGREE THAT YOUR USE OF THE PLATFORM IS AT YOUR SOLE RISK.

THE BEEDERS PARTIES MAKE NO REPRESENTATIONS, WARRANTIES OR GUARANTEES, EXPRESS OR IMPLIED, REGARDING THE ACCURACY, ADEQUACY, TIMELINESS, RELIABILITY, COMPLETENESS OR UTILITY OF ANY OF THE INFORMATION OR CONTENT ON THE PLATFORM AND EXPRESSLY DISCLAIM ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT OR TITLE. THE BEEDERS PARTIES MAKE NO REPRESENTATION, WARRANTY OR GUARANTEE THAT THE PLATFORM IS FREE OF VIRUSES, BUGS, DEFECTS, ERRORS OR OTHER COMPUTING ROUTINES THAT CONTAIN DAMAGING OR OTHERWISE CONTAMINATING PROPERTIES OR PROGRAMS INTENDED TO INTERCEPT OR STEAL PERSONAL OR SYSTEM DATA.

PLEASE NOTE THE ABILITY TO EXCLUDE WARRANTIES VARIES IN DIFFERENT JURISDICTIONS. TO THE EXTENT THAT A JURISDICTION PLACES LIMITS ON THE ABILITY FOR A PARTY TO EXCLUDE WARRANTIES, THESE EXCLUSIONS EXIST ONLY TO THE EXTENT PERMITTED BY APPLICABLE LAW. BECAUSE OF THIS JURISDICTIONAL VARIANCE, SOME OF THE ABOVE EXCLUSIONS MAY NOT APPLY TO YOU.

YOUR USE OF THE PLATFORM AND SITE CONTENT IS AT YOUR SOLE RISK. THE SITE AND SITE CONTENT ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. BEEDERS EXPRESSLY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. WE DO NOT GUARANTEE THE ACCURACY, COMPLETENESS, OR USEFULNESS OF THE SITE OR SITE CONTENT, AND YOU RELY ON THE SITE AND SITE CONTENT AT YOUR OWN RISK. ANY MATERIAL OBTAINED THROUGH THE SITE IS DONE AT YOUR OWN DISCRETION AND RISK AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OF ANY MATERIAL THROUGH THE SITE. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM BEEDERS OR THROUGH OR FROM THE SITE WILL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THIS AGREEMENT. HOWEVER, BEEDERS DOES NOT DISCLAIM ANY WARRANTY OR OTHER RIGHT THAT BEEDERS IS PROHIBITED FROM DISCLAIMING UNDER APPLICABLE LAW.

11. INDEMNIFICATION

To the fullest extent permitted by law, you agree to indemnify, defend and hold harmless the Beeders Parties from and against any and all claims, losses, expenses, demands or liabilities, including reasonable attorneys’ fees arising out of or relating to (i) your violation of these Terms or of any applicable law or regulation; (ii) your violation of any third-party right, including any intellectual property right, publicity, confidentiality, property or privacy right; (iii) any disputes or issues between you and any third party; and (iv) any other wrongful or negligent act or omission by you or on your behalf. 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. You shall cooperate as fully as reasonably required in the defense of any such claim and remain responsible to indemnify us for any settlement or judgment. You agree not to settle any matter without the prior written consent of Beeders.

12. TERMINATION

Beeders may terminate these Terms at any time without notice or suspend or terminate your Access and use of the Platform at any time, with or without cause, in Beeders’s absolute discretion and without notice. The following provisions of these Terms shall survive termination of your use of or access to the Platform: the sections entitled, Limitations of Use, Indemnification, Disclaimer of Warranties, Limitation of Liability, Waiver, Dispute Resolution by Binding Arbitration and General Provisions, and any other provision that by its Terms survives termination of your use of or access to the Platform.

Beeders further reserves the right to modify or discontinue, either temporarily or permanently, any portions or all of the Platform at any time with or without notice.

13. DISPUTE RESOLUTION & RELEASE

If you have a dispute with the Site, Site Content, or any products purchased through the Site, you hereby release us and our partners and service providers (and each party’s respective officers, directors, agents, subsidiaries, joint ventures and employees) from claims, demands and damages (actual and consequential) of every kind and nature, known and unknown, arising out of or in any way connected with such disputes.

14. SEVERABILITY

If any provision of these Terms is found finally to be invalid, unlawful, void or unenforceable, these Terms’ remaining provisions shall be enforced to the fullest extent possible, and the remaining provisions of these Terms shall remain in full force and effect.

15. WAIVER

You agree that if Beeders does not enforce any of its legal rights or remedies under these Terms, or other legal rights or remedies Beeders has under applicable laws, this shall not be construed as a formal waiver of those rights or remedies or any other rights in any way whatsoever.

16. GENERAL PROVISIONS

These Terms are the entire understanding and agreement between you and Beeders.

Use of the Platform and/or the Services is unauthorized in any jurisdiction that does not give effect to all provisions of these Terms, including, without limitation, this section.

Beeders performance of these Terms is subject to existing laws and legal process, and nothing contained in these Terms is in derogation of Beeders right to comply with governmental, court, and law enforcement requests or requirements relating to your use of the Platform or information provided to or gathered by Beeders with respect to such use.

These Terms supersede any previous terms of service or other agreement to which you and Beeders may have been bound to the extent such previous terms of service or other agreement relates to the Platform. In the event of a conflict between one or more Policies and these Terms, the Terms shall prevail, unless the Policy expressly states that it supersedes any section of these Terms, and applicable law does not prohibit the Policy from superseding such section.

These Terms will be binding on, inure to the benefit of, and be enforceable against the parties and their respective successors and assigns. You may not assign or transfer these Terms or your rights hereunder, in whole or in part, by operation of law or otherwise, without our prior written consent. We may assign these Terms or any of our rights or obligations under these Terms at any time without notice. All rights not expressly granted herein are hereby reserved.

A printed version of these Terms and of any notice given in electronic form shall be admissible in judicial or administrative proceedings based upon or relating to these Terms to the same extent and subject to the same conditions as other business documents and records originally generated and maintained in printed form.

The words “includes” or “including” shall be construed to mean “includes” or “including” “without limitation.” Headings are for reference purposes only and in no way define, limit, construe or describe the scope or extent of such section.

17. CONTACTING US

If you have questions regarding these Terms, please contact us by e-mail at corp@beeders.com

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