BCD website terms of use

This Agreement (the "Agreement") is entered into between BEE Content Design, Inc., a Delaware corporation ("BCD"), acting for and on behalf of itself and each of its Affiliates, and the user (the "User").

BCD and User are individually referred to as the "Party" and collectively as the "Parties".

These Terms of Use govern access to and use of the Website (as defined below) and of the features and functionalities made available by BCD through, or in connection with, the Website, including the AI Agent and the Template Catalogue (collectively, the "Services", as defined below). The Website is made available by BCD for informational, promotional, support, demonstration and interaction purposes only.

For the avoidance of doubt, this Agreement does not govern access to or use of the products and services offered by BCD as SaaS services, including, without limitation, the RGE Studio, or the Beefree SDK and any other product, platform, application programming interface, or solution made available by BCD or any of its Affiliates (collectively, the "BCD Products"). Access to and use of the BCD Products are governed exclusively by the separate terms and conditions applicable to each of them, which the User must review and accept independently of this Agreement. Nothing in this Agreement shall be construed as granting the User any right, title, licence or interest in or to the BCD Products or their underlying assets. The fact that the Website displays, describes or otherwise references the BCD Products (including through the Template Catalogue) does not constitute an offer, licence or authorization to use the BCD Products.

By accessing or using the Services, the User agrees to be bound by this Agreement.

The Services are intended for users who are at least 18 years old or who have otherwise reached the legal age of majority in their country of residence. By continuing to use the Services, the User represents and warrants that it meets this requirement.

Please read this Agreement carefully before accessing or using the Services. By doing so, you agree to be bound by this Agreement and by our Privacy Policy, which is incorporated herein by reference. If you do not agree to this Agreement or the Privacy Policy, you must not access or use the Services.

Whereas

I. BCD is a company specialized in the digital marketing and digital communications sector;

II. BCD has developed a Software which is an online email editor;

III. The Website operated by BCD offers a range of publicly available resources and services intended to provide information about BCD's products, support users, and facilitate interaction with visitors;

IV. User wishes to access and use the Website and its features, which BCD makes available for informational, support, promotional and interaction purposes, on the terms and conditions set forth in this Agreement;

V. The Website may also include an AI Agent (as defined below) to support users by providing automated responses. Use of the AI Agent is subject to this Agreement;

VI. The Website includes a Template Catalogue (as defined below) which BCD makes available exclusively for display, browsing and informational purposes; access to and use of the Template Catalogue is subject to the restrictions set forth in this Agreement;

VII. By using the Website, User agrees to comply with and be bound by this Agreement;

VIII. The most current version of this Agreement can be reviewed by clicking on the "Terms of Use" hypertext link located in the Legal Area at the bottom of the Website.

Now therefore,
the parties agree as follows

1. Recital, exhibits and external links

The recitals, the exhibits and the external links to the Agreement constitute an integral and substantive part hereof.

2. Definition

When used in this Agreement, the following terms in capital letters shall have the meaning stated in this section.

3. Use of the Services

3.1 License

Subject to and conditioned on User's compliance with the terms and conditions of this Agreement, BCD shall use commercially reasonable efforts to provide to User a limited, non-exclusive, and non-transferable license to access and use the Services in accordance with the specific license terms outlined herein. BCD reserves the right to make only part of the Services available on the Website at its sole discretion.

3.2 Website

All content on our Website is owned or licensed by BCD.

3.3 External resources

At its own discretion, BCD may make available external resources accessed through the Website, which are at User responsibility. BCD is not responsible for their content or availability. Their terms govern such resources.

3.4 Restriction

User acknowledges and agrees that: a) BCD cannot and does not guarantee that, if available through the Website, the Services will meet the User's expectations or requirements, as their effectiveness may depend in part on the User's own actions or environment; b) BCD reserves the right to modify, suspend, or discontinue any part of the Services at any time, including but not limited to content, availability, interactive tools, access requirements, and applicable fees.

3.5 Reservation of Rights

Nothing in this Agreement shall be construed as granting any right, title, or interest (including any license) under any intellectual property rights of BCD or its licensors, except as expressly provided. All rights not expressly granted are reserved. All title and interest in and to the Services and all related content and materials remain with BCD and its licensors.

4. Use Policy

User shall not access or use the Services except as expressly authorized under this Agreement. Any use of the Services will be deemed an acceptance by User of this Agreement, and any subsequent amendments thereof. For purposes of clarity and without limiting the generality of the foregoing, User shall not, except as this Agreement expressly permits:

• Directly or indirectly: reverse engineer, decompile, disassemble, or otherwise attempt to access the source code, underlying structure, ideas, or algorithms of the Website or the Services, or of any software, documentation, or data related thereto; modify, translate, or create derivative works based on the Website or the Services; copy, distribute, pledge, assign, or otherwise transfer or encumber rights to the Website or the Services; rent, lease, lend, sell, sublicense, assign, distribute, publish, transfer or otherwise make available the Website or the Services to any person, including on or in connection with their use for timesharing or service bureau purposes, software as a service, cloud or other technology or service; or otherwise for the benefit of a third party unless specifically authorized by BCD;
• Bypass or breach any security device or protection used by the Services;
• Remove or alter any BCD or third-party trademarks, or any trademark, copyright or other proprietary notices, legends, symbols or labels in the Services;
• Use the Services to send unsolicited email messages, also known as spamming or engaging in other unlawful activities such as phishing. Any attempt to use the Services for the purpose of sending solicited or unsolicited bulk or transactional email will result in immediate termination of this Agreement;
• Defame, abuse, harass, stalk, threaten or otherwise violate the legal rights of others;
• Distribute or disseminate any information or materials that are inappropriate, profane, defamatory, obscene, indecent, unlawful or injurious, or contain, transmit or activate any Harmful Code;
• Use the Services to upload, or otherwise make available, files that contain images, photographs, software or other material protected by intellectual property laws, including, by way of example, and not as limitation, copyright, trademark or privacy laws unless User owns or controls the rights thereto or has received all necessary consent to do the same;
• Use any material or information, including images or photographs, which are made available through the Services in any manner that infringes any copyright, trademark, patent, trade secret, or other proprietary right of any third party;
• input, upload, transmit or otherwise provide to or through the Services, any information or materials that are unlawful or injurious, or contain, transmit or activate any Harmful Code;
• Falsify or delete any copyright management information, such as author attributions, legal or other proper notices or proprietary designations or labels of the origin or source of the Website, the Services, or any other material made available thereon;
• Violate any applicable laws or regulations in connection with the use of the Services.

5. Use of the AI Agent

The AI Agent is a virtual assistant designed to provide general and commercial information about the products and features offered by BCD. Its scope is strictly limited to answering informational queries regarding the Beefree APP and its functionalities.

By using the AI Agent, the User acknowledges and agrees that any input provided through the AI Agent may be used by BCD for the purposes outlined in the Agent's introductory panel and in accordance with the BCD Privacy Policy. Users must not input or enter any personal or confidential information into the conversation with the AI Agent.

All inputs submitted to the AI Agent, as well as the responses generated ("Outputs"), are not considered confidential and shall remain the sole property of BCD. Users hereby waive any claim to confidentiality, intellectual property rights, or ownership in connection with such interactions.

The AI Agent is not configured to make decisions regarding pricing, discounts, or subscription plans suitable for the User. It is the User's sole responsibility to verify that any pricing information, discounts, or promotions mentioned are current and valid at the time of subscription.
The User is solely responsible for evaluating BCD's products and Services, its features, and whether it meets the User's specific needs.

The AI Agent is not designed to provide legal advice regarding the Terms of Service of BCD.

The AI Agent is not intended to offer technical support for issues related to the use of the Beefree App or its services. For such matters, Users must contact BCD's support team through the designated support channels.

The AI Agent is not configured to provide information unrelated to BCD's products and services. It is not a human and may provide incorrect, incomplete, or outdated information. Users are responsible for verifying the accuracy and relevance of any response received and may contact BCD's Support or the Sales Team at any time for further assistance.

THE USER ACKNOWLEDGES THAT RESPONSES PROVIDED BY THE AI AGENT ARE GENERATED THROUGH MACHINE LEARNING FUNCTIONALITY. BCD MAKES NO WARRANTY OF ANY KIND AS TO THE ACCURACY, COMPLETENESS, OR RELIABILITY OF THE OUTPUT. THE AI AGENT IS PROVIDED "AS IS" AND BCD EXPRESSLY DISCLAIMS ANY AND ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING WITHOUT LIMITATION WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, OR NON-INFRINGEMENT. THE USER ASSUMES FULL RESPONSIBILITY FOR THE USE OF THE AI AGENT AND FOR VERIFYING THE ACCURACY AND SUITABILITY OF ANY OUTPUT. DUE TO THE NATURE OF ARTIFICIAL INTELLIGENCE, OUTPUT MAY CONTAIN INACCURACIES OR ERRORS AND MAY NOT BE UNIQUE TO THE USER. OUTPUT DOES NOT REPRESENT BCD'S VIEWS AND BCD HAS NOT INDEPENDENTLY VERIFIED ITS CONTENT.

6. Template Catalogue

6.1 Purpose and scope

The Template Catalogue is made available by BCD exclusively for display, preview and demonstration purposes, in order to allow visitors to evaluate the look and feel of templates and the capabilities of BCD's products. Access to the Template Catalogue does not grant the User any right to use, copy, exploit or otherwise appropriate, in whole or in part, any template, layout, design, image, code, structure, dataset or other element contained therein, except for ordinary on-screen browsing within a standard web browser.

6.2 Prohibited uses

Without limiting any other provision of this Agreement, the User shall not, and shall not authorize, enable or assist any third party to, directly or indirectly: (a) reproduce, duplicate, download (other than as strictly necessary for ordinary browser caching), copy, store, save, screen-capture, distribute, transmit, publish, display publicly, license, sublicense, sell, rent, lease, transfer or otherwise exploit the Template Catalogue or any portion thereof, including any individual template, layout, design, image, asset, code or markup; (b) create derivative works of, modify, translate, adapt, decompile or reverse engineer any portion of the Template Catalogue; (c) use the Template Catalogue or any portion thereof for any commercial purpose, or to develop, market or operate any competing product, service or feature; (d) remove, alter or obscure any proprietary notice, watermark, identifier or attribution affixed to or associated with the Template Catalogue.

6.3 No automated access

The User shall not, and shall not permit any third party to, use any robot, spider, scraper, crawler, headless browser, automated agent, application programming interface client, data-mining tool, or any other automated means or process to access, browse, extract, harvest, index, collect, aggregate, store or otherwise obtain content from the Template Catalogue, in whole or in part. The User shall not bypass or attempt to bypass any technical measure adopted by BCD to limit such automated access, including, without limitation, rate limits, robots.txt directives, CAPTCHAs, authentication mechanisms or other access controls.

6.4 No use for AI or model training

The User shall not, and shall not permit any third party to, use, store, ingest, process or otherwise exploit the Template Catalogue or any portion thereof for the purpose of training, fine-tuning, evaluating, benchmarking or otherwise developing any Artificial Intelligence, machine learning, generative, large language or similar model, system or dataset, whether for the User, any of its Affiliates or any third party, and whether for commercial, research, educational or any other purpose. Any such use is expressly prohibited and constitutes a material breach of this Agreement. This prohibition applies regardless of whether the Template Catalogue is accessed manually or by automated means.

6.5 Reservation of rights and enforcement

All right, title and interest in and to the Template Catalogue, including all Intellectual Property rights therein, remain with BCD or its licensors. Nothing in this Agreement shall be construed as granting any licence, transfer or assignment of such rights, except as expressly provided herein. BCD reserves the right to modify, restrict, suspend or discontinue access to the Template Catalogue, or any portion thereof, at any time and at its sole discretion, with or without notice. BCD reserves the right to investigate and prosecute violations of this Section to the fullest extent permitted by applicable law, including by seeking injunctive relief, damages, and the recovery of any profits attributable to the unauthorized use.

7. Representations and Warranties

7.1 Warranties by User

User represents and warrants that:

• It has the full power to enter into and fully perform this Agreement.
• User's services, products, materials, contents of the messages, data, and information used by User in connection with this Agreement and the Services will not operate in any manner that would violate any applicable law or regulation.

In the event of any breach, or reasonably anticipated breach, of any of User's warranties herein, in addition to any other remedies available at law or in equity, BCD will have the right to immediately suspend the access and use of the any of the Services, in BCD's sole discretion, if deemed reasonably necessary by BCD to prevent any harm to BCD or its business.

7.2 Warranties by BCD

BCD represents and warrants that:

• it has the full power and authority to enter into and fully perform this Agreement.
• it owns or controls all right, title, and interest in and to all Intellectual Property rights therein, necessary to carry out its obligations hereunder and to grant and assign any rights and licenses granted to User herein.

7.3

EXCEPT FOR THE FOREGOING, THE SERVICES ARE PROVIDED ON AN "AS IS" BASIS, AND USER'S USE OF THEMIS AT ITS OWN RISK. BCD DOES NOT MAKE, AND HEREBY DISCLAIMS, ANY AND ALL OTHER EXPRESS OR IMPLIED WARRANTIES, INCLUDING, BUT NOT LIMITED TO, WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NONINFRINGEMENT AND TITLE, AND ANY WARRANTIES ARISING FROM A COURSE OF DEALING, USAGE, OR TRADE PRACTICE. BCD DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED, ERROR-FREE, OR COMPLETELY SECURE. WITHOUT LIMITING THE FOREGOING, BCD MAKES NO WARRANTY OF ANY KIND THAT THE SERVICES, OR ANY PRODUCTS OR RESULTS OF THE USE THEREOF, WILL MEET USER'S OR ANY OTHER PERSON'S REQUIREMENTS, ACHIEVE ANY INTENDED RESULT, BE COMPATIBLE OR WORK WITH ANY SOFTWARE, SYSTEM OR OTHER SERVICES EXCEPT IF AND TO THE EXTENT EXPRESSLY SET FORTH IN THE SPECIFICATIONS, OR BE SECURE, ACCURATE, COMPLETE, FREE OF HARMFUL CODE OR ERROR FREE. ALL THIRD-PARTY MATERIALS ARE PROVIDED "AS IS" AND ANY REPRESENTATION OR WARRANTY OF OR CONCERNING ANY THIRD PARTY MATERIALS IS STRICTLY BETWEEN USER AND THE THIRD-PARTY OWNER OR DISTRIBUTOR OF THE THIRD-PARTY MATERIALS.

8. SLA & Support

8.1 Service Level

BCD will not provide any service level agreements for the Services.

8.2 Support

BCD will not provide any support to User, but online manuals and documentation will be available with reference to BCD's Products.

9. Ownership of the Services, the Template Catalogue and Intellectual Property

All right, title and interest in and to the Services, including all Intellectual Property Rights therein, are and will remain with BCD or BCD licensor's, as applicable. User has no right, license or authorization with respect to any of the Services except as expressly set forth in Section 3. All other rights in and to the Services are expressly reserved by BCD and its third-party licensors.

All content on our Website is owned or licensed by BCD. User may not copy, modify, translate, publish, transmit, sell, sublicense, transfer, or create derivative works from the content on our Website beyond explicitly stated permissions. User may download, copy, and share specified content from our Website for personal, non-commercial use, with proper attribution.

10. Data Protection.

10.1

Each Party undertakes to comply with the data protection legislation applicable at the time and place and to process all personal data and information of the other Party, its legal representatives and/or employees and/or collaborators to which it may have access in the context of the conclusion and execution of this Agreement, solely for specified and legitimate purposes.

10.2

User acknowledges that during the performance of this Agreement, BCD does not process personal data and information on behalf of User as a Data Processor, but it acts autonomously as Data Controller establishing the purposes and means of the processing operations.

10.3

User hereby accepts that BCD may process and store for statistical, legal and quality analysis all data deriving from User's use of the Services. User acknowledges and accepts that BCD may use such data in order to contribute to the effective improvement of the Services functioning and the production of statistical information that may be published by BCD in aggregate form. Where possible BCD, as owner of these aggregated data, will assure the full anonymization of the analysed data to avoid any processing and diffusion or communication of personal data of User.

11. Improvements

User recognizes that BCD is always innovating and finding ways to improve its Services with new features and services. Therefore, User agrees that the Services may change from time to time and no warranty, representation or other commitment is given in relation to the continuity of any functionality of the Services.

12. Force Majeure

BCD may not be deemed in any way liable for the failure to perform this Agreement caused by factors falling outside its reasonable control (a "Force Majeure Event") including by way of example and without any limitation, acts of God, uprisings, acts of terrorism and war, strikes, labor stoppages or slowdowns or other industrial disturbances, riots, tornadoes, hurricanes, floods, mudslides and landslides, fire, earthquake or explosion, embargoes or blockades in effect on or after the date of this Agreement, national or regional emergency, passage of law or any action taken by a governmental or public authority, or national or regional shortage of adequate power or telecommunications or transportation.

13. Notices

Unless otherwise provided in this Agreement, any notice or communication under this Agreement shall be in writing, and shall be deemed effectively given: (a) when received, if delivered by hand, with signed confirmation of receipt; (b) when received, if sent by a nationally recognized overnight courier; (c) when sent, if by e-mail, with confirmation of transmission and shall be sent to BCD at the address indicated in the "Contact Us" section of the Website.

14. Validity of amendments and supplements

BCD may unilaterally amend or supplement this Agreement. All amendments or supplements will be effective from the moment in which BCD makes available the new version of this Agreement on the Website. Any subsequent use of the Services shall be deemed an acceptance by Client of the same amendments and/or supplements.

15. Miscellaneous

15.1 Entire agreement

This Agreement, including the external links which constitute an integral part hereof, abrogates and supersedes all previous agreements, understandings and negotiations, whether written or oral, between the Parties concerning the subject matter of this Agreement.

15.2 Waiver

No waiver by any Party of any of the provisions hereof shall be effective unless explicitly set forth in writing and signed by the party so waiving. No failure to exercise, or delay in exercising, any rights, remedy, power or privilege arising from this Agreement shall operate or be construed as a waiver thereof; nor shall any single or partial exercise of any right, remedy, power or privilege hereunder preclude any other or further exercise thereof or the exercise of any other right, remedy, power or privilege.

15.3 Severability

If one or more of the clauses of this Agreement is declared null and void or unenforceable by the competent court of law, the remaining clauses of this Agreement shall continue to be valid and effective between the Parties, unless such clause constituted a determinant reason for the conclusion of this Agreement.

15.4 Headings

The headings contained in this Agreement or in any exhibit or schedule hereto, or linked document, as applicable, are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement.

15.5 No relationship

The Parties to this Agreement are independent contractors. There is no relationship of partnership, joint venture, employment, franchise, or agency between the Parties. Neither Party shall have the power to bind the other or incur obligations on the other's behalf without the other's prior written consent.

16. Governing Law, Venue and Jurisdiction

This Agreement shall be governed by and construed in accordance with the internal laws of the State of California applicable to agreements made and to be performed entirely within such State, without regard to the conflicts of law principles of such State. Each party hereto irrevocably submits to the exclusive jurisdiction of (a) the Supreme Court of the State of California, San Francisco County, or (b) the United States District Court for the Northern District of California, for the purposes of any suit, action or other proceeding arising out of this Agreement or any transaction contemplated hereby or thereby. Each of Client and BCD agrees to commence any such action, suit or proceeding either in the United States District Court for the Northern District of California or if such suit, action or other proceeding may not be brought in such court for jurisdictional reasons, in the Superior Court of the State of California, San Francisco County. Each of Client and BCD further agrees that service of any process, summons, notice or documents by U.S. registered mail to such party's respective address set forth above shall be effective service of process for any action, suit or proceeding in California with respect to any maters to which it has submitted to jurisdiction in this Section. Each of Client and BCD irrevocably and unconditionally waives any objection to the laying of venue of any action, suit or proceeding arising out of this Agreement or the transactions contemplated hereby and thereby in (i) the Superior Court of the State of California, San Francisco County, or (ii) the United States District Court for the Northern District of California, and hereby and thereby further irrevocably and unconditionally waives and agrees not to plead or claim in any such court that any such action, suit or proceeding brought in any such court has been brought in an inconvenient forum. The prevailing party in any such litigation shall be entitled to reimbursement of reasonable attorneys' fees and court cost.