These Terms of Service (the “Agreement”) are between Bonside, Inc. (“Bonside”) and each user of Bonside’s Service (“You”) and are effective upon your first use of any site or platform operated by Bonside.
1. Use of Service.
(a) Bonside will provide access to its online service for your business purposes (the “Service”). When using the Service, you shall be subject to our posted policies, guidelines and rules, which may be updated from time to time without notice to you. All such policies, guidelines and rules are hereby incorporated by reference into this Agreement. By accessing the Service, you represent and warrant that you have the authority to enter into these Terms of Service.
(b) All of your authorized users (each, a “user”, and collectively, the “users”) must abide by this Agreement. If a user fails to follow any of the guidelines and/or rules of behavior, Bonside can discontinue their ability to use the Service at any time.
(c) You may only use the Service for purposes expressly permitted by this Agreement. As a condition of your use of the Service, you represent and warrant to Bonside that you will not use the Service for any purpose that is unlawful or prohibited by this Agreement.
(d) You understand that you may receive business-related communications from Bonside such as Service announcements and account administrative notices and you agree that these communications are not "unsolicited commercial email advertisements" and thus, subject to all applicable laws, you agree to receive them, and you will not be able to opt out of receiving such communications.
(e) By using the Service, you acknowledge that it is necessary to transact business with us online and electronically. By agreeing to these Terms of Service, you confirm your ability and agree to receive electronically all Disclosures from us, rather than in paper form. In our sole discretion, the Communications we provide to you, or that you sign or agree to at our request, may be in electronic form. We may also use electronic signatures and obtain them from you as part of our transactions with you.
(f) Bonside reserves the right at any time and from time to time to modify or discontinue, temporarily or permanently, the Service (or any part thereof) with or without notice. You agree that Bonside will not be liable to you or any third party for the consequences of any modification, suspension or discontinuance of the Service.
2. Confidentiality & Mutual Non-Disclosure.
(a) As used herein, “Confidential Information” means any information disclosed by either party to the other party, directly or indirectly, in writing, orally, or by inspection of tangible objects (including documents, prototypes, samples, plant, and equipment), that is designated by the disclosing party as confidential or proprietary, that reasonably appears to be confidential due to the nature of the information or circumstances of disclosure, or that is customarily considered confidential between business parties, including customer, product, financial, and strategic information. “Confidential Information” may also include information disclosed to the disclosing party by third parties. “Confidential Information” will not, however, include any information that (i) was publicly known and made generally available in the public domain prior to the time of disclosure by the disclosing party; (ii) becomes publicly known and made generally available after disclosure by the disclosing party to the receiving party through no action or inaction of the receiving party; (iii) is already in the possession of the receiving party at the time of disclosure by the disclosing party, as shown by the receiving party’s files and records; (iv) is obtained by the receiving party from a third party without a breach of the third party’s obligations of confidentiality; or (v) is independently developed by the receiving party without use of or reference to the disclosing party’s Confidential Information, as shown by documents and other competent evidence in the receiving party’s possession.
(b) Except as otherwise forth herein, each party will not use the other party’s Confidential Information for any purpose except (i) as such use is explicitly permitted by this Agreement, (ii) as such use relates to the Service, (iii) for the uses outlined in our Privacy Policy, or (iv) to evaluate and engage in discussions concerning a potential business relationship between the parties. Neither party will reverse engineer, disassemble, or decompile the Service, or any prototypes, software, or other tangible objects that embody the other party’s Confidential Information and that are provided to the party in accordance with this Agreement.
(c) Each party will take reasonable measures to protect the secrecy of and avoid disclosure and unauthorized use of the other party’s Confidential Information. Without limiting the foregoing, each party will take at least those measures that it takes to protect its own most highly confidential information and, prior to any disclosure of the other party’s Confidential Information to its employees or independent contractors, will have the same sign a non-use and nondisclosure agreement that is substantially similar in content to this Agreement. Each party will reproduce the other party’s proprietary rights notices on any approved copies. Each party acknowledges that any violation or threatened violation of this Agreement may cause irreparable injury to the other party, entitling the other party to seek injunctive relief in addition to all legal remedies.
3. Business Information.
(a) You may share information regarding your business (collectively, your "Business Information"). This Business Information may include financial statements, banking information, ownership information, point-of-sale system access, lease and debt agreements, and additional items requested by Bonside. Bonside shall have no liability of any kind with respect to any Business Information shared by you or other users of the Service. You agree that you must assess and bear all risks associated with Bonside’s use of any Business Information in compliance with this Agreement.
(b) The Business Information shared by you must be owned by you and must be accurate and complete. By placing Business Information on the Service you are providing Bonside with a worldwide, irrevocable, royalty-free, unlimited, non-exclusive license, for use of the Business Information for its business purposes, including without limitation the use of Business Information to train artificial intelligence models, for training, testing or benchmarking purposes, for purposes of creating, offering, distributing, and selling content, and to improve, develop, and commercialize products and services for Bonside. Bonside may preserve and store your account information and Business Information for the foregoing reasons, and if it believes in good faith that such preservation is necessary to comply with legal or regulatory processes, respond to claims that the Business Information violates the rights of third parties, and/or to protect the rights, property or personal safety of Bonside, its users and the public.
4. Privacy Policy. As a condition of using the Service you agree to the terms of the following privacy policy, which may be changed and updated from time to time.
(a) Information We Collect.
(i) Your Business Information. Bonside may collect your Business Information, which may include financial statements, banking information, ownership information, point-of-sale system information, lease and debt agreements, and additional items requested by Bonside.
(ii) Your Registration Information. To fully use our services, you will need to register using our online registration form, where you will be required to provide us with your contact information and certain other information.
(iii) Your Usage of Our Service. We automatically track certain information about you based upon your use of our Service. We use this information to conduct internal research on our users' demographics, interests, and behavior to better understand and serve our users. This information is compiled and analyzed on an aggregate non-anonymized basis. This information may include the URL that you just came from, which URL you next go to, what browser you are using, and your IP address.
(iv) Your Financial Information. We collect some additional information, including billing address, and bank account information.
(v) Cookies. In addition, we use "cookies" on certain pages of our Service. Cookies are small files that can be used to track a user's steps or automatically generate a user's password. Some features of our Service may only be available through the use of a cookie. Among other things, cookies allow you to enter your password less frequently during a session. Cookies can also help us provide information which is targeted to your interests. Cookies are stored on your hard drive, not on our Service. Most cookies are automatically deleted at the end of a session. You may decline our cookies if your browser permits, although your use of the Service may then be restricted.
(b) Our Use of Your Information.
(i) General. In addition to any other use explicitly permitted by this Agreement, Bonside may use your Business information to develop analysis or estimates. We base our analysis and estimates on certain assumptions and data that might be available to us. Our analysis and estimates are uniquely ours and are not endorsed by any third-party. Furthermore, any analysis or estimate is determined by our own proprietary methodology. As such, Bonside may change, alter, or modify any methodology at any time and elect to emphasize, ignore, or alter certain factors in its sole and absolute discretion.
(ii) Analytics. We use various analytics to evaluate businesses for transaction opportunities, improve our Service, develop new services, and support our efforts to make our services more relevant and useful to you. We may apply artificial intelligence and machine learning models to your Business information to improve our services and to better address specific use cases. We may use data we collect from your use of the Service to improve the Service.
(iii) Third Parties. We use third party providers that offer critical services spanning from providing cloud infrastructure, conducting analytics for the assessment of speed, accuracy, and/or security of our Service, verifying identities, to providing customer service and audit functions. We may share your information with these third-party providers.
(iv) Administrative Notices, etc. We use your e-mail address, your mailing address, and phone number to contact you regarding administrative notices, new product offerings, and communications relevant to your use of the Service.
(v) Corporate Transactions. If we enter or intend to enter a transaction that modifies the structure of our business, such as a reorganization, merger, sale, joint venture, assignment, transfer, change of control, or other disposition of all or part of our business, assets, or stock, we may share your information with third parties in connection with such transaction.
(vi) Dispute Resolution. We use information in the file we maintain about you, and other information we obtain from your current and past activities on the Service, to resolve disputes, troubleshoot problems, and enforce this Agreement.
5. Registration. In order to use certain aspects of the Service you and your users are required to register. Registered users are subject to the following specific terms in addition to all of the other terms in this Agreement:
(i) In consideration of your use of the Service, you represent that you are of legal age to form a binding contract, which is eighteen (18) years of age in the United States, and are not a person barred from using the Service under the laws of the United States or other applicable jurisdiction.
(ii) You agree to provide true, accurate, current and complete information as required on the Service's registration form. If you provide any information that is untrue, incomplete, not current or inaccurate, Bonside has the right to suspend or terminate your account and refuse your current or future use of the Service (or any portion thereof).
(iii) You agree that Bonside has the right to terminate your Bonside account, any associated username and/or access to the Service for cause. Cause for such termination shall include but is not limited to:(i) a breach or violation of this Agreement or other Bonside policies, guidelines, or rules (including without limitation the Privacy Policy), (ii) extended periods of inactivity, (iii) your engagement in fraudulent or illegal activity, (iv) unexpected technical or security issues, and (v) requests by law enforcement or other government agencies. You also agree that any termination is in Bonside’s sole discretion and that Bonside will not be liable to you or any third party for any termination of your account, password, username, deletion of Business Information and/or access to the Service.
(iv) You agree that your account is non-transferable and any rights to your account, password, username, terminate upon termination of account for any reason.
(v) You are responsible for any activities that take place under your username and password. If you become aware of any unauthorized use of your password or account, or any other breach of security, contact Bonside immediately. It is up to you to maintain the confidentiality of your password and account. Bonside is not responsible or liable for any loss or damage arising from your failure to comply with the provisions of these terms.
6. Practices Regarding Protection. Bonside shall implement and maintain commercially reasonable administrative, technical, and physical measures designed to protect your Confidential Information. Bonside regularly monitors compliance with these measures and will not materially decrease the overall security of the Service.
7. Bonside Proprietary Rights; Trademarks and Copyrights. You acknowledge and agree that the Service and any necessary software used in connection with the Service ("Software") contain proprietary and confidential information that is the property of Bonside and its licensors and is protected by applicable intellectual property and other laws. No rights or title to any of the Software used in connection with any Service is provided, transferred or assigned to you. You further acknowledge and agree that content contained in advertisements or information presented to you through the Service or advertisers is protected by copyright, trademarks, service marks, patent, privacy, and/or other proprietary rights and laws. Except as expressly authorized by Bonside or advertisers, you agree not to modify, rent, lease, loan, sell, distribute or create derivative works based on the Service or Software, in whole or in part, at any time. You also acknowledge Bonside’s exclusive rights in the Bonside trademark and service mark. Trademarks, service marks, logos, and copyrighted works appearing on Bonside are the property of Bonside or the party that provided such intellectual property to Bonside. Bonside and any party that provides intellectual property to Bonside retain all rights with respect to any of their respective intellectual property appearing on Bonside, and no rights in such materials are transferred or assigned to you, in whole or in part, at any time.
8. No Co-Branding or Framing. You may not use or authorize any party to co-brand or frame Bonside or any Service without the express prior written permission of Bonside in each instance. For purposes of this Agreement, "co-branding" means to display a name, logo, trademark, or other means of attribution or identification of any party in such a manner as is reasonably likely to give a user the impression that such other party has the right to display, publish, or distribute any portion of the Service, in whole or in part, and/or any content accessible webpage the Service. For purposes of this Agreement, "framing" refers to displaying any Bonside webpage within a bordered area of another Service, regardless of whether the address of the originating Bonside webpage is visible. You further agree to cease any unauthorized co-branding or framing immediately upon notice from Bonside.
9. Indemnity. You agree to indemnify, defend, and hold Bonside, its subsidiaries, affiliates (including without limitation Bonside Advisor LLC and Bonside Series LLC), officers, agents, and other partners and employees, harmless from any and all loss, cost, injury, liability, claims, damages, or demand of any kind, including actual attorney's fees and related costs, made by or arising out of your use of the Service in violation of this Agreement and/or your violation of any rights of another or any applicable law, rule or regulation.
10. Disclaimer of Warranties. The use of the Service is at your sole risk. The Service is provided on an "as is" and "as available" basis. BONSIDE 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, AND NON-INFRINGEMENT. BONSIDE MAKES NO WARRANTY THAT (1) THE SERVICE WILL MEET YOUR REQUIREMENTS, (2) THE SERVICE WILL BE UNINTERRUPTED, TIMELY SECURE, OR ERROR-FREE, (3) THE RESULTS OF USING THE SERVICE WILL BE ACCURATE OR RELIABLE, (4) THE QUALITY OF ANY PRODUCTS, SERVICES, INFORMATION, OR OTHER MATERIAL PURCHASED OR OBTAINED THROUGH YOUR USE OF THE SERVICE WILL MEET YOUR EXPECTATIONS, OR (5) THAT THE SERVICE AND SOFTWARE WILL BE ERROR-FREE AND/OR ANY ERRORS IN THE SERVICE OR SOFTWARE WILL BE CORRECTED. No advice or information, whether oral or written, obtained by you from Bonside or through or from the Service shall create a warranty not expressly stated in this Agreement.
11. Limitation of Liability. You expressly understand and agree that Bonside and its subsidiaries, affiliates (including without limitation Bonside Advisor LLC and Bonside Series LLC), officers, agents, and other partners and employees will not be liable to you for any direct, indirect, incidental, special, consequential, exemplary, or punitive damages, including but not limited to, damages for loss of profits, goodwill, use, data, or other intangible losses, even if they have been advised of the possibility of such damages or such damages were reasonably foreseeable, resulting from the use or the inability to use the Service, unauthorized access to or alteration of your transmissions or data, statements or conduct of any third party including advertisers on the Service, the cost of procurement of substitute goods and services resulting from any goods, data, information or services purchased or obtained or messages received or transactions entered into through or from the Service, and/or any other matter relating to the Service. In no event will any of the foregoing be liable to you for any amount of money over One Hundred U.S. Dollars ($100.00), which you acknowledge to be a fair and reasonable sum in the event of any loss by you of any kind.
12. Disclosures Required by Law. Bonside reserves the right at all times to disclose any information, including personally identifiable information about you, as necessary to satisfy any applicable law, regulation, legal process or governmental request. Bonside reserves the right to fully cooperate with any law enforcement authorities or court order requesting or directing Bonside to disclose the identity of anyone posting any content, or publishing or otherwise making available any materials that are believed to violate this Agreement. Bonside will use reasonable efforts to notify you in connection with any such inquiry; provided, however, that the inquiry in question is not confidential, and further provided that Bonside shall have no duty to disclose such information and therefore shall not be liable to you in connection with any non-disclosure. BY ACCEPTING THIS AGREEMENT YOU WAIVE ALL RIGHTS AND AGREE TO HOLD BONSIDE HARMLESS FROM ANY CLAIMS RESULTING FROM ANY ACTION TAKEN BY BONSIDE DURING OR AS A RESULT OF ITS INVESTIGATIONS AND/OR FROM ANY ACTIONS TAKEN AS A CONSEQUENCE OF INVESTIGATIONS BY EITHER BONSIDE OR ANY LAW ENFORCEMENT ORE REGULATORY AUTHORITIES.
13. Disputes. If there is any dispute about or involving the Bonside and/or the Service, you agree that any dispute shall be governed by the laws of the State of New York, without regard to conflict of law provisions. You agree to personal and exclusive jurisdiction by and venue in the state and federal courts of New York, New York. YOU AGREE THAT REGARDLESS OF ANY STATUTE OR LAW TO THE CONTRARY, ANY CLAIM OR CAUSE OF ACTION ARISING OUT OF OR RELATED TO USE OF THE SERVICE OR THIS AGREEMENT MUST BE FILED WITHIN ONE (1) YEAR AFTER SUCH CLAIM OR CAUSE OF ACTION AROSE OR BE FOREVER BARRED.
14. Miscellaneous Terms. This Agreement govern the terms and conditions of your use of the Service, and supersede all prior or contemporaneous communications and proposals, whether electronic, oral or written, between you and Bonside with respect to the Service and your relationship with Bonside. Notwithstanding the foregoing, you may also be subject to additional terms and conditions, posted policies (including but not limited to the Privacy Policy), guidelines, or rules that may apply when you use or purchase certain elements of the Service, affiliate or advertiser services, third-party content or third-party software. Bonside may revise this Agreement at any time with or without notice to you. Accordingly, you should review this Agreement periodically to determine if any changes have been made. Your continued use of the Service after any changes have been made to this Agreement signifies and confirms your acceptance of any such changes or amendments to this Agreement. The failure of Bonside to exercise or enforce any right or provision of this Agreement shall not operate as a waiver of such right or provision. Any waiver of this Agreement by Bonside must be in writing and signed by an authorized representative of Bonside to be effective. If any provision of this Agreement is found by a court of competent jurisdiction to be invalid, the parties' intentions as reflected in the provision, and the other provisions of this Agreement, shall remain in full force and effect. The section titles in the Agreement are for convenience only and have no legal or contractual effect. Nothing contained in this Agreement shall be construed to constitute either party as a partner, joint venturer, employee or agent of the other party, nor shall either party hold itself out as such. Neither party has any right or authority to incur, assume or create, in writing or otherwise, any warranty, liability or other obligation of any kind, express or implied, in the name of or on behalf of the other party, it being intended by both parties that each is and shall remain independent contractors (to the extent applicable), and therefore, responsible for its own actions.
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