Bedrater | Terms of Service

This is a binding legal agreement between you and BedRater, LLC, a Texas limited liability company (“BedRater,” “Company,” “We,” “Us,” or “Our”) and governs your relationship with Us as it pertains to the BedRater website (the “Site”), application, and/or any other medium upon which we provide products or services (together, the “Service”). We will ask you to agree to be bound by these terms when you register for a BedRater account; however, your access to the Service or any portion thereof also constitutes your agreement to these terms. Do not access or use the Service if you are unwilling or unable to be bound by the Terms. The terms contained herein supersede and replace any other agreement or negotiation between you and BedRater, whether oral, written or otherwise including any statements made by any representative of BedRater at any time.

1. BedRater SERVICES

BedRater is a reviews platform Company allowing users of the Service (“Users”) to access, view, post and browse various reviews and manage their own content (all together, the “Service”).

2. ELIGIBILITY

Use of the Service is limited to individuals at least 13 years of age. Individuals under the age of 18 should seek guidance and consent from their parent or guardian before using the Service. Parents and guardians should review Our Privacy Policy and this Terms document before giving consent.

3. POLICIES

BedRater maintains these Terms of Service which include an Acceptable Use Policy as well as a Privacy Policy. The Privacy Policy is incorporated into these terms as though set forth at length herein. By using any aspect of the Service, you agree to be bound by these policies as well as any other terms that may be posted within the Service or that may be otherwise provided to you. The policies and terms referred to herein are, collectively, the Policies (“Policies”).

4. ACCOUNTS

Unregistered users are permitted to explore certain parts of the Service without registering as a user. In order to use the Service (“User”), you will need to sign up for a BedRater account (“Account”). During registration for your Account, you will be asked to specify an email address and password (“Login Details”). You are solely responsible for maintaining the confidentiality of your Login Details and for all activities that occur with regard to your Account. You agree that the information you provide to Us during your registration of an Account is, at the time of registration true, accurate, current, and complete and you agree to keep your Account information including your Login Details up to date at all times. Account data expressly includes but is not limited to, information you may choose to upload such as logos, images of you or other information which you may choose to display within your account. Accounts are not subject to assignment and may not be rented, sold or transferred without the express written consent of BedRater. We reserve the right to monitor the use of your Account and take any action we deem appropriate to prevent any violation or abuse of any Policies, laws, ordinances, regulations or rights of BedRater, or any User including the suspension, disabling or deactivation of your Account or your access to any Account.

5. SUBMITTING CONTENT

5.1 YOU OWN YOUR CONTENT

Uploading or submitting your images, videos or other content to the Service does not change that. By submitting content, You grant the Company the right to use the content that you upload (“User Content”). This is called a license and this Section outlines how the license works, what We can do with the licensed User Content and confirms that You continue to own it for all other purposes.

5.2 LICENSE

At various points throughout the Service You may be given the opportunity to upload images, videos, text, animations, direct messages, emails relating to the Company, the Service or other media to the Service for Display on the Service or other purposes. When you upload or otherwise provide in any way, User Content to the Service or Company, or otherwise provide User Content to Company, or any Company employee, agent or representative you grant Us and our affiliates, licensees, distributors, agents, representatives and other entities or individuals authorized by Us (“Licensees”), an unlimited, non-exclusive, worldwide, perpetual, irrevocable, royalty-free, fully sublicensable (through multiple tiers) and fully transferable license to use, reproduce, stream, livestream, copy, display, publish, exhibit, distribute, edit, modify, sell, offer for sale, create derivative works based upon the User Content and to exercise any and all copyright, trademark, publicity, and database rights you have in the User Content, in any media or form (“User License”).

5.3 MARKETING

On occasion, we may select certain User Content to use in relation to Social Media, advertising, marketing, search engines, or other promotional materials, in whole or in part and alone or in combination with other User Content or other Content for the Service or those of our affiliates, partners or other third parties selected by us for this purpose. User Content expressly includes, but is not limited to, all usage data as to the Service, User Account data and all User Content. Any use etc. of User Content is subject to Our sole discretion and may continue or cease with or without notice to you at any time.

5.4 USER REPRESENTATIONS

Before you provide any User Content to Company or Licensees you hereby represent and warrant that you own or otherwise have ownership rights in and to the User Content sufficient to grant the User License under this Section and that neither your provision of the User Content to Company or any Licensee under this Agreement nor the granting of rights under the User License or any Use etc. thereunder does not and will not violate the intellectual property rights, privacy rights, publicity rights, contract rights of any person and is not unlawful under any applicable statute, ordinance or regulation.

6. ACCEPTABLE USE

Company strictly enforces compliance with its acceptable use terms under this section. You agree to access Our website and use the Service in full compliance with the terms set forth below. Failure to do so is cause for immediate suspension and possible termination under Section (8) herein.

6.1 You agree that you will not violate the laws, regulations, ordinances or other such requirements of any applicable Federal, State or local government.

6.2 You agree not to cause any harm to minors of any kind or to perform any activity which is likely to cause such harm.

6.3 You agree not to take any action which encourages or consists of any threat of harm of any kind to any person or property.

6.4 You agree not to make or attempt any unauthorized access to any Company or User Account.

6.5 You agree not to undertake any action which is harmful or potentially harmful to any Company networks, server structure, or the Service.

6.6 You agree not to transmit any unsolicited commercial or bulk email or other messages. You will not engage in any activity known or considered to be “spamming”, “message bombing” or other abusive or harassing volume or frequency of messages.

6.7 You agree not to make or attempt any unauthorized access to any Company, BedRater or User Account.

6.8 You agree not to conduct yourself in any manner which is abusive or offensive to Company, other Users, or third parties. Abusive or Offensive shall be determined within the sole discretion of Company.

6.9 You agree not to infringe any copyright, trademark, patent, trade secret, or other proprietary rights of any third party, including, but not limited to, the unauthorized copying of copyrighted material, the digitization and distribution of photographs from magazines, books, or other copyrighted sources, and the unauthorized transmittal of copyrighted software.

6.10 You agree that you will not upload or otherwise provide User Content to Company or the Service which contains or reflects advertising, marketing or promotion of any commercial activity without the express written consent in advance of Company.

6.11 You will take no action to solicit or encourage any person to terminate his or her relationship with Company or Service or assist any other person or entity to do so.

6.12 You agree not to register or utilize any Account Username which violates these Terms, the intellectual property rights of any other person or is offensive as determined by Company in its sole discretion.

6.13 You agree that any posted reviews will reflect your personal opinions and will not be posted for any purpose inconsistent with these terms of the policies of the Company.

7. OWNERSHIP OF INTELLECTUAL PROPERTY; CONFIDENTIALITY

7.1 Company Intellectual Property

It is understood and agreed that while you maintain a User Account and thereafter you may come into possession of information which is subject to protection and/or non-disclosure as the intellectual property of Company, including, but not limited to, Company websites, Company systems, User Account systems, etc. (“Intellectual Property”). You acknowledge that all rights and title to any such Intellectual Property and agree that all such Intellectual Property shall remain the sole property of Company and that you have no right, title or interest therein. You further agree not to provide access to the Intellectual Property or the Service to any third party. You agree yourself and not to assist any third party in any way to translate, decompile, reverse engineer, disassemble, modify, reproduce, rent, lease, lend, license, distribute, market or otherwise dispose of any portion of the Intellectual Property or Service. Any and all right or title to any engineering, coding, programming or customer service work around or other modification of the Intellectual Property or Service shall also remain the sole property of Company. Nothing herein, including any license shall permit the use of any Intellectual Property by you or any other person absent the express written consent of the Company or as may be otherwise expressly provided herein.

7.2 Confidential Information

While you maintain a User Account, you may have access to certain information and materials relating to the Company business, customers, software technology and marketing strategies which Company treats as confidential (hereinafter “Confidential Information”). You agree to at all times during the term of this agreement and otherwise to: (i) hold in confidence, and not disclose or reveal to any person or entity, any “Confidential Information” without the express prior written consent of Company; and (ii) not use or disclose any of the “Confidential Information” for any purpose at any time, other than pursuant to your rights hereunder, and then, only for the purpose intended. These obligations shall continue indefinitely for so long as the Confidential Information is a trade secret under applicable law and shall continue for three (3) years following termination your User Account respect to Confidential Information, which does not rise to the level of a trade secret.

8. SUSPENSION AND TERMINATION

8.1 Term

This agreement shall remain in effect from your acceptance of these terms until terminated as provided herein (“Term”).

8.2 Suspension

TAt the sole option of Company for any reason set forth herein or in the event that you breach any term of this agreement including but not limited to Sections 2, 4, 5, 6, 7, or 9, Company may suspend your account by deactivating any access by the public and/or you to any information contained on the Company servers related to your account while maintaining the information and data related to your account upon the Company servers. Suspension shall specifically include the disabling of your User Account and/or any access to information or data related to your account. In the event of any such suspension, you will be notified and given an opportunity to correct such breach. In the event that such breach is not corrected within ten (10) days, the account may be terminated under Section 8.3.

8.3 Termination

This agreement and all of its terms shall remain in full force and effect until it is terminated. Termination shall include, at the sole option of Company, the cancellation of your User Name and Account, the removal of any and all of your User Content and other information pertaining to You from the Company servers. Such information or data may or may not be made available to You by Company after any such termination. Company may discontinue any or all Services at any time, with or without notice. Termination shall not affect any rights Company may have to recover losses, damages, indemnity, defense costs, expert costs, collection costs and/or attorney’s fees or other costs of any kind from you as may be applicable under these Terms or otherwise under Texas Law.

9. NOTICE

9.1 Any notice required under this agreement may be given by Company to you via email at [email protected] or as Company may be subsequently advised. Notice to you at this address is deemed sufficient regardless of your receipt of such email.

9.2 Any notice by you to Company shall be made via email at [email protected]. Such notice may also be sent via United States Mail to the following Address:

BedRater LLC, P.O. Box 180085, Dallas, Texas 75218, United States of America

10. SURVIVAL

Sections 1, 3 through 7, 9, 11, 12, and 14 through 19, inclusive, of this agreement shall survive the termination of this agreement and shall remain in full force and effect after any such termination.

11. WARRANTEES AND LIMITATIONS

11.1 Company makes every reasonable effort to maintain operation of the Service. However, because many events and circumstances are beyond the control of Company, Company does not in any way warrant or otherwise guarantee the availability of the Service and is not responsible for any delay or loss while mail is in transit, delay or loss of electronic data, lack of connection, slow connection, or any other such issues whether due to the active or passive negligence of Company.

11.2 THE SERVICE IS PROVIDED TO YOU ON AN “AS IS” BASIS, AND WITHOUT ANY WARRANTY OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT WITHOUT LIMITATION, ANY IMPLIED WARRANTY OF MERCHANTABILITY, OR FITNESS FOR A PARTICULAR PURPOSE.

11.3 In general, Company has no control over information contained on the Internet or in any User Mail. Information obtained by you from the Internet or from third parties may be protected by intellectual property rights of third parties or may be inaccurate, offensive or in some cases even illegal. Company accepts no responsibility for any information which you receive from the Internet or from mail addressed to you. You accept full responsibility to verify the legality, truth and accuracy and ownership of the information that you obtain from the Internet or from mail addressed to you, as well as the reputation of the individuals with whom you may deal. Company provides no warrantee for any goods or services which you receive or obtain via the Service, nor the compatibility of any such goods or services with the Service.

11.4 You expressly waive any claim for damages of any kind whether direct, indirect, special, exemplary, punitive, incidental or consequential, loss of profits or loss of business as the result of any action taken in response to any claim of copyright infringement without regard to whether or not the material claimed to have been infringing is later found to be infringing.

11.5 THE TOTAL SOLE AND EXCLUSIVE REMEDY AVAILABLE TO YOU AS THE RESULT OF ANY BREACH OF THIS AGREEMENT, NEGLIGENCE, OR ANY ACTION OR FAILURE TO ACT WHETHER INTENTIONAL OR OTHERWISE SHALL BE THE TOTAL AMOUNT OF FEES PAID OR ACCRUED BY YOU FOR THE SERVICE IN THE SIXTY (60) DAYS IMMEDIATELY PROCEEDING ANY ALLEGATION OF ENTITLEMENT TO SUCH REMEDY. IN NO EVENT SHALL COMPANY BE LIABLE FOR ANY INDIRECT, SPECIAL, EXEMPLARY, PUNITIVE, INCIDENTAL OR CONSEQUENTIAL DAMAGES, LOSS OF PROFITS OR LOSS OF BUSINESS AS THE RESULT OF ANY SUCH BREACH, ACTION OR INACTION WITHOUT REGARD TO THE LIKELIHOOD OF ANY SUCH DAMAGES.

12. INDEMNITY

12.1 You agree to fully defend, indemnify and hold harmless Company of and from any and all third party claims, causes of action, demands, costs, damages including both direct and consequential damages, specifically including attorney’s fees and costs, expert fees and costs and mediation and/or arbitration fees and costs incurred (whether paid or not) as the result of any breach or claim of breach of this agreement by you or your affiliates or your negligence or intentional conduct whether active or passive or any negligence of Company in any way related to your use of the Service or any portion thereof. Choice of counsel remains exclusively that of Company. No claim shall be settled without the express consent of Company, which shall not be unreasonably withheld.

12.2 You agree to fully defend and indemnify and hold harmless Company of and from any and all third party claims, causes of action, demands, costs, damages including both direct and consequential damages, specifically including attorney’s fees and costs, expert fees and costs and mediation and/or arbitration fees and costs incurred (whether paid or not) as the result of any violation or claimed violation of any copyright or other intellectual property right of any third party which is in any way related to your use of the Service or any portion thereof. Choice of counsel remains exclusively that of Company. No claim shall be settled without the express consent of Company, which shall not be unreasonably withheld.

12.3 You agree that upon the creation of your User Account, you will maintain the confidentiality of your account information and assume all responsibility of and from any loss, theft or other destruction of mail, documents, data, or any other items as the result of any access to your account via the use of your User Account details. You further agree to defend and indemnify and hold harmless Company of and from any and all third party claims, causes of action, demands, costs, damages including both direct and consequential damages, specifically including attorney’s fees and costs, expert fees and costs and mediation and/or arbitration fees and costs incurred (whether paid or not) as the result of any claim for damages in any way related to the disclosure of your confidential User Account and Password information. Choice of counsel remains exclusively that of Company. No claim shall be settled without the express consent of Company, which shall not be unreasonably withheld.

13. FORCE MAJEURE

Either party to these Terms shall be excused from any delay or failure in performance hereunder caused by reason of any occurrence or contingency beyond its reasonable control, including but not limited to, acts of God, pandemic, earthquake, labor disputes and strikes, riots, war, and governmental requirements. The obligations and rights of the party so excused shall be extended on a day-to-day basis for the period of time equal to that of the underlying cause of the delay.

14. ASSIGNMENT

This agreement and the rights hereunder are not assignable or transferable except that Company may assign its rights hereunder to any person or entity who shall become a principal owner, or shareholder of Company. Any other attempted transfer or assignment of rights hereunder shall be null and void ab initio.

15. SEVERABILITY

If any term, clause or provision hereof is held invalid or unenforceable by a court of competent jurisdiction, such invalidity shall not affect the validity or operation of any other term, clause or provision and such invalid term, clause or provision shall be deemed to be severed from the Agreement.

16. CHOICE OF LAW; ARBITRATION

This Agreement shall be interpreted under the laws of the State of Texas without regard to any conflict of laws provisions. Any dispute, claim or controversy arising out of or relating to this Agreement or the breach, termination, enforcement, interpretation or validity thereof, including the determination of the scope or applicability of this agreement to arbitrate, that is not resolved by the parties through mediation or otherwise, shall be determined by binding arbitration before a single arbitrator in the County of Dallas, Texas in accordance with Texas law and the JAMS Streamlined Arbitration Rules and Procedures. Judgment on the award may be entered in any court having jurisdiction. The decision of the arbitrator with respect to any issues submitted for determination shall be final and binding on all of the parties to this Agreement. All parties shall bear their own attorney’s fees and costs, whether a judgment is reached by the arbitrator or whether a non-arbitrated settlement is reached, and the arbitrator shall not have the power to award punitive or exemplary damages. This paragraph (16) shall not preclude the parties from seeking equitable relief, or provisional remedies in aid of arbitration from a court of appropriate jurisdiction.

17. NO AGENCY

Notwithstanding any other provision of this agreement, Company is not your agent, partner or joint venturer in any respect.

18. AMENDMENT

Company may without advance notice amend this Agreement from time to time, and will do so by posting the new Agreement on the Service in place of the old. Each and every such amendment shall be become effective immediately for all pre-existing and future accounts.

19. REQUIRED NOTICES

19.1 Copyright Infringement Claims

Copyright Infringement Claims – BedRater maintains and strictly enforces a policy against repeat copyright infringement including the termination of any account receiving multiple copyright infringement claims. Any notice concerning any claim of copyright infringement should be addressed to including any notice under the Digital Millennium Copyright Act (DMCA) should be addressed to our DMCA Agent as follows:

BedRater, LLC
DMCA AGENT / COPYRIGHT NOTICE
P.O. Box 180085
Dallas, Texas 75218
United States of America
Email: [email protected], quoting “DMCA” in the subject line

19.2 Privacy Notices

BedRater protects your privacy when you use our Service. The BedRater Privacy Policy is incorporated herein as though set forth at length. You may access the BedRater Privacy Policy here. For information relating to Privacy rights that you may have in any State, including Texas, please refer to the Privacy Policy or contact us at [email protected].