User Agreement

TERMS OF SERVICE
PLEASE READ THESE TERMS OF SERVICE CAREFULLY.BY USING OUR SITE YOU AGREE TO THESE TERMS AND CONDITIONS.

EACH PARTY ACKNOWLEDGES THAT IT HAS READ THIS AGREEMENT, UNDERSTANDS IT, AND AGREES TO BE BOUND BY ITS TERMS, AND THAT THE PERSON SIGNING ON ITS BEHALF HAS BEEN AUTHORIZED TO DO SO. THE PERSON EXECUTING THIS AGREEMENT ON USER’ S BEHALF REPRESENTS THAT HE OR SHE HAS THE AUTHORITY TO BIND USER TO THESE TERMS AND CONDITIONS.

DEFINITIONS
The following capitalized terms shall have the following meanings whenever used in this Agreement.

1.1. “User Data”means data in electronic form input or collected through the System by or from User, including without limitation by User’s Users.

1.2. “Privacy Policy” means Vendor’s privacy policy, currently posted on the Website.

1.3. “Term” is defined in Section 11.1 below.

1.4. “User” means any individual who uses the System on User’s behalf or through User’s account or passwords, whether authorized or not.

1.5 “Vendor” means both Grassroots Entrepreneur Mission, LLC and Be a GEM Corporation.

THE SYSTEM
2.1. Documentation: User may reproduce and use the Documentation solely as necessary to support Users’ use of the System.

USER DATA & PRIVACY

3.1. Use of User Data.
Unless it receives User’s prior written consent, Vendor: (a) shall not access, process, or otherwise use User Data other than as necessary to facilitate the System and to enable relationships with sponsors and partners according to industry standard practices; and (b) shall not intentionally grant any third party access to User Data, including without limitation Vendor’s other Users, except to sponsors and partners according to industry standard practices and to subcontractors that are subject to a reasonable nondisclosure agreement. Notwithstanding the foregoing, Vendor may disclose User Data as required by applicable law or by proper legal or governmental authority. Vendor shall give User prompt notice of any such legal or governmental demand and reasonably cooperate with User in any effort to seek a protective order or otherwise to contest such required disclosure, at User’s expense.

3.2. Privacy Policy.
The Privacy Policy applies only to the System and does not apply to any third party website or service linked to the System or recommended or referred to through the System or by Vendor’s staff.

3.3. Risk of Exposure.
User recognizes and agrees that hosting data online involves risks of unauthorized disclosure or exposure and that, in accessing and using the System, User assumes such risks. Vendor offers no representation, warranty, or guarantee that User Data will not be exposed or disclosed through errors or the actions of third parties.

3.4. Data Accuracy.
Vendor shall have no responsibility or liability for the accuracy of data uploaded to the System by User, including without limitation User Data and any other data uploaded by Users.

3.5. Data Deletion.
Vendor may permanently erase User Data if User’s account is delinquent,suspended, or terminated for 30 days or more.

3.6. Excluded Data.
User represents and warrants that User Data does not and will not include, and User has not and shall not upload or transmit to Vendor’s computers or other media, any data (“Excluded Data”) regulated pursuant to the “Excluded Data Laws”. USER RECOGNIZES AND AGREES THAT: (a) VENDOR HAS NO LIABILITY FOR ANY FAILURE TO PROVIDE PROTECTIONS SET FORTH IN THE EXCLUDED DATA LAWS OR OTHERWISE TO PROTECT EXCLUDED DATA; AND (b) VENDOR’S SYSTEMS ARE NOT INTENDED FOR MANAGEMENT OR PROTECTION OF EXCLUDED DATA AND MAY NOT PROVIDE ADEQUATE OR LEGALLY REQUIRED SECURITY FOR EXCLUDED DATA.

3.7. Aggregate & Anonymized Data.
Notwithstanding the provisions above of this Article 4, Vendor may use, reproduce, sell, publicize, or otherwise exploit Aggregate Data in any way, in its sole discretion. (“Aggregate Data” refers to User Data with the following removed: personally identifiable information and the names and addresses of User and any of its Users or Users.)
USER’S RESPONSIBILITIES & RESTRICTIONS

4.1. Unauthorized Access.
User shall take reasonable steps to prevent unauthorized access to the System, including without limitation by protecting its passwords and other log-in information. User shall notify Vendor immediately of any known or suspected unauthorized use of the System or breach of its security and shall use best efforts to stop said breach.

4.2. Compliance with Laws.
In its use of the System, User shall comply with all applicable laws, including without limitation laws governing the protection of personally identifiable information and other laws applicable to the protection of User Data.

4.3. Users & System Access.
User is responsible and liable for: (a) Users’ use of the System, including without limitation unauthorized User conduct and any User conduct that would violate the AUP or the requirements of this Agreement applicable to User; and (b) any use of the System through User’s account, whether authorized or unauthorized.

IP & FEEDBACK.

5.1. IP Rights to the System.
Vendor retains all right, title, and interest in and to the System, including without limitation all software used to provide the System and all graphics, user interfaces, logos, and trademarks reproduced through the System. This Agreement does not grant User any intellectual property license or rights in or to the System or any of its components. User recognizes that the System and its components are protected by copyright and other laws.

5.2. Feedback.
Vendor has not agreed to and does not agree to treat as confidential any Feedback (as defined below) User or Users provide to Vendor, and nothing in this Agreement or in the parties’ dealings arising out of or related to this Agreement will restrict Vendor’s right to use, profit from, disclose, publish, keep secret, or otherwise exploit Feedback, without compensating or crediting User or the User in question. (“Feedback” refers to any suggestion or idea for improving or otherwise modifying any of Vendor’s products or services.)

CONFIDENTIAL INFORMATION
“Confidential Information” refers to the following items Vendor discloses to User: (a) any document Vendor marks “Confidential”; (b) any information Vendor orally designates as “Confidential” at the time of disclosure, provided Vendor confirms such designation in writing within 5 business days; (c) the Documentation and similar materials, whether or not marked or designated confidential; and (d) any other nonpublic, sensitive information User should reasonably consider a trade secret or otherwise confidential. Notwithstanding the foregoing, Confidential Information does not include information that: (i) is in User’s possession at the time of disclosure; (ii) is independently developed by User without use of or reference to Confidential Information; (iii) becomes known publicly, before or after disclosure, other than as a result of User’s improper action or inaction; or (iv) is approved for release in writing by User.User is on notice that the Confidential Information may include Vendor’s valuable trade secrets.

6.1. Nondisclosure
User shall not use Confidential Information for any purpose other than using the Website (the “Purpose”). User: (a) shall not disclose Confidential Information to any employee or contractor of User unless such person needs access in order to facilitate the Purpose and executes a nondisclosure agreement with User with terms no less restrictive than those of this Article 6; and (b) shall not disclose Confidential Information to any other third party without Vendor’s prior written consent. Without limiting the generality of the foregoing, User shall protect Confidential Information with the same degree of care it uses to protect its own confidential information of similar nature and importance, but with no less than reasonable care. User shall promptly notify Vendor of any misuse or misappropriation of Confidential Information that comes to User’s attention. Notwithstanding the foregoing, User may disclose Confidential Information as required by applicable law or by proper legal or governmental authority. User shall give Vendor prompt notice of any such legal or governmental demand and reasonably cooperate with Vendor in any effort to seek a protective order or otherwise to contest such required disclosure, at Vendor’s expense.

6.2. Injunction.
User agrees that breach of this Article 6 would cause Vendor irreparable injury, for which monetary damages would not provide adequate compensation, and that in addition to any other remedy, Vendor will be entitled to injunctive relief against such breach or threatened breach, without proving actual damage or posting a bond or other security.

6.3. Termination & Return.
With respect to each item of Confidential Information, the obligations of Section 6.1 above (Nondisclosure) will terminate after the date of disclosure; provided that such obligations related to Confidential Information constituting Vendor’s trade secrets shall continue so long as such information remains subject to trade secret protection pursuant to applicable law. Upon termination of this Agreement, User shall return all copies of Confidential Information to Vendor or certify, in writing, the destruction thereof.

6.4. Retention of Rights.
This Agreement does not transfer ownership of Confidential Information or grant a license thereto. Vendor will retain all right, title, and interest in and to all Confidential Information.

6.5. Exception & Immunity.
Pursuant to the Defend Trade Secrets Act of 2016, 18 USC Section 1833(b), Recipient is on notice and acknowledges that, notwithstanding the foregoing or any other provision of this Agreement:
(a) Immunity.An individual shall not be held criminally or civilly liable under any Federal or State trade secret law for the disclosure of a trade secret that- (A) is made- (i) in confidence to a Federal, State, or local government official, either directly or indirectly, or to an attorney; and (ii) solely for the purpose of reporting or investigating a suspected violation of law; or (B) is made in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal.
(b) Use of Trade Secret Information in Anti-Retaliation Lawsuit.An individual who files a lawsuit for retaliation by an employer for reporting a suspected violation of law may disclose the trade secret to the attorney of the individual and use the trade secret information in the court proceeding, if the individual- (A) files any document containing the trade secret under seal; and (B) does not disclose the trade secret, except pursuant to court order.
REPRESENTATIONS & WARRANTIES

7.1. From Vendor.
Vendor represents and warrants that it is the owner of the System and of each and every component thereof, or the recipient of a valid license thereto, and that it has and will maintain the full power and authority to grant the rights granted in this Agreement without the further consent of any third party.Vendor’s representations and warranties in the preceding sentence do not apply to use of the System in combination with hardware or software not provided by Vendor. In the event of a breach of the warranty in this Section 8.1, Vendor, at its own expense, will promptly take the following actions: (a) secure for User the right to continue using the System; (b) replace or modify the System to make it non-infringing; or (c) terminate the infringing features of the Service and refund to User any prepaid fees for such features, in proportion to the portion of the Term left after such termination.In conjunction with User’s right to terminate for breach where applicable, the preceding sentence states Vendor’s sole obligation and liability, and User’s sole remedy, for breach of the warranty in this Section 8.1and for potential or actual intellectual property infringement by the System.

7.2. From User.
User represents and warrants that: (a) it has the full right and authority to enter into, execute, and perform its obligations under this Agreement and that no pending or threatened claim or litigation known to it would have a material adverse impact on its ability to perform as required by this Agreement; (b) it has accurately identified itself and it has not provided any inaccurate information about itself to or through the System; and (c) it is a corporation, the sole proprietorship of an individual 18 years or older, or another entity authorized to do business pursuant to applicable law.

7.3. Warranty Disclaimers.
Except to the extent set forth in the SLA and in Section 8.1 above, USER ACCEPTS THE SYSTEM “AS IS” AND AS AVAILABLE, WITH NO REPRESENTATION OR WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NONINFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS, OR ANY IMPLIED WARRANTY ARISING FROM STATUTE, COURSE OF DEALING, COURSE OF PERFORMANCE, OR USAGE OF TRADE. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING: (a) VENDOR HAS NO OBLIGATION TO INDEMNIFY OR DEFEND USER OR USERS AGAINST CLAIMS RELATED TO INFRINGEMENT OF INTELLECTUAL PROPERTY; (b) VENDOR DOES NOT REPRESENT OR WARRANT THAT THE SYSTEM WILL PERFORM WITHOUT INTERRUPTION OR ERROR; AND (c)VENDOR DOES NOT REPRESENT OR WARRANT THAT THE SYSTEM IS SECURE FROM HACKING OR OTHER UNAUTHORIZED INTRUSION OR THAT USER DATA WILL REMAIN PRIVATE OR SECURE.

INDEMNIFICATION
User shall defend, indemnify, and hold harmless Vendor and the Vendor Associates (as defined below) against any “Indemnified Claim,” meaning any third party claim, suit, or proceeding arising out of or related to User’s alleged or actual use of, misuse of, or failure to use the System, including without limitation: (a) claims by Users or by User’s employees, as well as by User’s own Users; (b) claims related to unauthorized disclosure or exposure of personally identifiable information or other private information, including User Data; (c) claims related to infringement or violation of a copyright, trademark, trade secret, or privacy or confidentiality right by written material, images, logos or other content uploaded to the System through User’s account, including without limitation by User Data; and (d) claims that use of the System through User’s account harasses, defames, or defrauds a third party or violates the CAN-Spam Act of 2003 or any other law or restriction on electronic advertising. Indemnified Claims include, without limitation, claims arising out of or related to Vendor’s negligence. User’s obligations set forth in this Article 9 include retention and payment of attorneys and payment of court costs, as well as settlement at User’s expense and payment of judgments. Vendor will have the right, not to be exercised unreasonably, to reject any settlement or compromise that requires that it admit wrongdoing or liability or subjects it to any ongoing affirmative obligations. (The “Vendor Associates” are Vendor’s officers, directors, shareholders, parents, subsidiaries, agents, successors, and assigns.)

LIMITATION OF LIABILITY

9.1. Dollar Cap.
VENDOR’S LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT WILL NOT EXCEED $100.

9.2. Exclusion of Consequential Damages.
IN NO EVENT WILL VENDOR BE LIABLE TO USER FOR ANY CONSEQUENTIAL, INDIRECT, SPECIAL, INCIDENTAL, OR PUNITIVE DAMAGES ARISING OUT OF OR RELATED TO THIS AGREEMENT.

9.3. Clarifications & Disclaimers.
THE LIABILITIES LIMITED BY THIS ARTICLE 10 APPLY: (a) TO LIABILITY FOR NEGLIGENCE; (b) REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT, TORT, STRICT PRODUCT LIABILITY, OR OTHERWISE; (c) EVEN IF VENDOR IS ADVISED IN ADVANCE OF THE POSSIBILITY OF THE DAMAGES IN QUESTION AND EVEN IF SUCH DAMAGES WERE FORESEEABLE; AND (d) EVEN IF USER’S REMEDIES FAIL OF THEIR ESSENTIAL PURPOSE. If applicable law limits the application of the provisions of this Article 10, Vendor’s liability will be limited to the maximum extent permissible. For the avoidance of doubt, Vendor’s liability limits and other rights set forth in this Article 10 apply likewise to Vendor’s affiliates, licensors, suppliers, advertisers, agents, sponsors, directors, officers, employees, consultants, and other representatives.
Term& Termination

10.1. Term.
The term of this Agreement (the “Term”) shall commence on the Effective Date and continue until cancelled by Vendor.

10.2. Termination for Cause.
Either party may terminate this Agreement for the other’s material breach by written notice, effective in 30 days unless the other party first cures such breach.

10.3. Effects of Termination.
Upon termination of this Agreement, User shall cease all use of the System and delete, destroy, or return all copies of the Documentation in its possession or control. The following provisions will survive termination or expiration of this Agreement: (a) any obligation of User to pay fees incurred before termination; (b) Articles and Sections 6 (IP & Feedback), 7 (Confidential Information), 8.3 (Warranty Disclaimers), 9 (Indemnification), and 10 (Limitation of Liability); and (c) any other provision of this Agreement that must survive to fulfill its essential purpose.
MISCELLANEOUS

11.1. Independent Contractors.
The parties are independent contractors and will so represent themselves in all regards. Neither party is the agent of the other, and neither may make commitments on the other’s behalf. The parties agree that no Vendor employee or contractor will be an employee of User.

11.2. Notices.
Vendor may send notices pursuant to this Agreement to User’s email contact points provided by User, and such notices will be deemed received 24 hours after they are sent. User may send notices pursuant to this Agreement to _________________________, and such notices will be deemed received 72 hours after they are sent.

11.3. Force Majeure.
No delay, failure, or default, other than a failure to pay fees when due, will constitute a breach of this Agreement to the extent caused by acts of war, terrorism, hurricanes, earthquakes, other acts of God or of nature, strikes or other labor disputes, riots or other acts of civil disorder, embargoes, or other causes beyond the performing party’s reasonable control.

11.4. Assignment & Successors.
User may not assign this Agreement or any of its rights or obligations here under without Vendor’s express written consent. Except to the extent forbidden in this Section 12.4, this Agreement will be binding upon and inure to the benefit of the parties’ respective successors and assigns.

11.5. Severability.
To the extent permitted by applicable law, the parties hereby waive any provision of law that would render any clause of this Agreement invalid or otherwise unenforceable in any respect. In the event that a provision of this Agreement is held to be invalid or otherwise unenforceable, such provision will be interpreted to fulfill its intended purpose to the maximum extent permitted by applicable law, and the remaining provisions of this Agreement will continue in full force and effect.

11.6. No Waiver.
Neither party will be deemed to have waived any of its rights under this Agreement by lapse of time or by any statement or representation other than by an authorized representative in an explicit written waiver. No waiver of a breach of this Agreement will constitute a waiver of any other breach of this Agreement.

11.7. Choice of Law & Jurisdiction:
This Agreement will be governed solely by the internal laws of the State of California, including without limitation applicable federal law, without reference to:
(a) any conflicts of law principle that would apply the substantive laws of another jurisdiction to the parties’ rights or duties; (b) the 1980 United Nations Convention on Contracts for the International Sale of Goods; or (c) other international laws. The parties consent to the personal and exclusive jurisdiction of the federal and state courts of Santa Barbara, CA, USA. This Section 12.7 governs all claims arising out of or related to this Agreement, including without limitation tort claims.

11.8. Conflicts.
In the event of any conflict between this Agreement and any Vendor policy posted online, including without limitation the AUP or Privacy Policy, the terms of this Agreement will govern.

11.9. Construction.
The parties agree that the terms of this Agreement result from negotiations between them. This Agreement will not be construed in favor of or against either party by reason of authorship.

11.10. Technology Export.
User shall not: (a) permit any third party to access or use the System in violation of any U.S. law or regulation; or (b) export any software provided by Vendor or otherwise remove it from the United States except in compliance with all applicable U.S. laws and regulations. Without limiting the generality of the foregoing, User shall not permit any third party to access or use the System in, or export such software to, a country subject to a United States embargo (as of the Effective Date, Cuba, Iran, North Korea, Sudan, and Syria).

11.11. Entire Agreement.
This Agreement sets forth the entire agreement of the parties and supersedes all prior or contemporaneous writings, negotiations, and discussions with respect to its subject matter. Neither party has relied upon any such prior or contemporaneous communications.

11.12. Amendment.
Vendor may amend this Agreement from time to time by posting an amended version at its Website and sending User written notice thereof. Such amendment will be deemed accepted and become effective 30 days after such notice (the “Proposed Amendment Date”) unless User first gives Vendor written notice of rejection of the amendment. In the event of such rejection, this Agreement will continue under its original provisions, and the amendment will become effective at the start of User’s next Term following the Proposed Amendment Date (unless User first terminates this Agreement pursuant to Article 11, Term & Termination). User’s continued use of the Service following the effective date of an amendment will confirm User’s consent thereto. This Agreement may not be amended in any other way except through a written agreement by authorized representatives of each party. Notwithstanding the foregoing provisions of this Section 12.12, Vendor may revise the Privacy Policy and Acceptable Use Policy at any time by posting a new version of either at the Website, and such new version will become effective on the date it is posted.