Terms of Service
Last Modified: [10.08.2025]
These Terms of Service (these "Terms" or this "Agreement") constitute a binding contract between you ("Customer," "you," or "your") and Beanstalk Products LLC ("Beanstalk," "we," or "us"). These Terms govern your access to and use of the Services.
THESE TERMS TAKE EFFECT WHEN YOU CLICK THE "I ACCEPT" BUTTON BELOW OR BY ACCESSING OR USING THE CLOUD SERVICES (the "Effective Date"). BY CLICKING ON THE "I ACCEPT" BUTTON BELOW OR BY ACCESSING OR USING THE SERVICES YOU (A) ACKNOWLEDGE THAT YOU HAVE READ AND UNDERSTAND THESE TERMS; (B) REPRESENT AND WARRANT THAT YOU HAVE THE RIGHT, POWER, AND AUTHORITY TO ENTER INTO THIS AGREEMENT AND, IF ENTERING INTO THIS AGREEMENT FOR AN ORGANIZATION, THAT YOU HAVE THE LEGAL AUTHORITY TO BIND THAT ORGANIZATION; AND (C) ACCEPT THESE TERMS AND AGREE THAT YOU ARE LEGALLY BOUND BY ITS TERMS.
IF YOU DO NOT AGREE TO THESE TERMS, PLEASE SELECTED THE "I DECLINE" BUTTON BELOW. IF YOU DO NOT ACCEPT THESE TERMS, YOU MAY NOT ACCESS OR USE THE SERVICES.
1. Services
Beanstalk offers a subscription-based service primarily for the setup and management of email mailboxes and domains tailored for cold email outreach as detailed on our ScaledMail application at app.scaledmail.com (the "Services"). Beanstalk is merely a reseller of domains from various email service providers and vendors. As such, Beanstalk is not liable for the outcomes occurring due to the usage of such accounts.
2. Access and Use
(a) Provision of Access
Subject to and conditioned on your payment of Fees and compliance with these Terms, Beanstalk hereby grants you a revocable, non-exclusive, non-transferable, non-sublicensable, limited right to access and use the Services during the term of this Agreement solely for your internal business operations by Authorized Users. Beanstalk shall provide you the necessary passwords and access credentials to allow you to access the Services. "Authorized User" means Customer and Customer's employees, consultants, contractors, and agents (i) who are authorized by Customer to access and use the Services under the rights granted to Customer pursuant to these Terms and (ii) for whom access to the Services has been purchased hereunder.
(b) Documentation License
Subject to these Terms, Beanstalk hereby grants you a non-exclusive, non-sublicensable, non-transferable license for Authorized Users to use the Documentation during the term of this Agreement solely for your internal business purposes in connection with use of the Services.
(c) Use Restrictions
You shall not, and shall not permit any Authorized Users to, use the Services, any software component of the Services, or Documentation for any purposes beyond the scope of the access granted in these Terms. You shall not at any time, directly or indirectly, and shall not permit any Authorized Users to: (i) copy, modify, or create derivative works of the Services, any software component of the Services, or Documentation, in whole or in part; (ii) rent, lease, lend, sell, license, sublicense, assign, distribute, publish, transfer, or otherwise make available the Services or Documentation except as expressly permitted under these Terms; (iii) reverse engineer, disassemble, decompile, decode, adapt, or otherwise attempt to derive or gain access to any software component of the Services, in whole or in part; (iv) remove any proprietary notices from the Services or Documentation; or (v) use the Services or Documentation in any manner or for any purpose that infringes, misappropriates, or otherwise violates any intellectual property right or other right of any person, or that violates any applicable law, regulation, or rule.
(d) Aggregated Statistics
Notwithstanding anything to the contrary in these Terms, Beanstalk may monitor Customer's use of the Services and collect and compile data and information related to Customer's use of the Services to be used by Beanstalk in an aggregated and anonymized manner, including to compile statistical and performance information related to the provision and operation of the Services ("Aggregated Statistics"). As between Beanstalk and Customer, all right, title, and interest in Aggregated Statistics, and all intellectual property rights therein, belong to and are retained solely by Beanstalk. You acknowledge that Beanstalk may compile Aggregated Statistics based on Customer Data input into the Services. You agree that Beanstalk may (i) make Aggregated Statistics publicly available in compliance with applicable law, and (ii) use Aggregated Statistics to the extent and in the manner permitted under applicable law; provided that such Aggregated Statistics do not identify Customer or Customer's Confidential Information.
(e) Reservation of Rights
Beanstalk reserves all rights not expressly granted to Customer in these Terms. Except for the limited rights and licenses expressly granted under these Terms, nothing in these Terms grants, by implication, waiver, estoppel, or otherwise, to Customer or any third party, any intellectual property rights or other right, title, or interest in or to the Beanstalk IP. "Beanstalk IP" means the Services, the Documentation, and all intellectual property provided to Customer or any other Authorized User in connection with the foregoing. For the avoidance of doubt, Beanstalk IP includes Aggregated Statistics and any information, data, or other content derived from Beanstalk's monitoring of Customer's access to or use of the Services, but does not include Customer Data. "Documentation" means Beanstalk's user manuals, handbooks, and guides relating to the Services provided by Beanstalk to Customer either electronically or in hard copy form.
(f) Suspension
Notwithstanding anything to the contrary in these Terms, Beanstalk may temporarily suspend Customer's and any other Authorized User's access to any portion or all of the Services if: (i) Beanstalk reasonably determines that (A) there is a threat or attack on any of the Beanstalk IP; (B) Customer's or any other Authorized User's use of the Beanstalk IP disrupts or poses a security risk to the Beanstalk IP or to any other customer or vendor of Beanstalk; (C) Customer or any other Authorized User is using the Beanstalk IP for fraudulent or illegal activities; (D) subject to applicable law, Customer has ceased to continue its business in the ordinary course, made an assignment for the benefit of creditors or similar disposition of its assets, or become the subject of any bankruptcy, reorganization, liquidation, dissolution, or similar proceeding; (E) Beanstalk's provision of the Services to Customer or any other Authorized User is prohibited by applicable law or (F) Customer or any other Authorized User is in violation of, or has a high risk of violating, the CAN-SPAM Act; (ii) any vendor of Beanstalk has suspended or terminated Beanstalk's access to or use of any third-party services or products required to enable Customer to access the Services; or (iii) in accordance with Section 5 (any such suspension described in subclause (i), (ii), or (iii), a "Service Suspension"). Beanstalk shall use commercially reasonable efforts to provide written notice of any Service Suspension to Customer and to provide updates regarding resumption of access to the Services following any Service Suspension. Beanstalk shall use commercially reasonable efforts to resume providing access to the Services as soon as reasonably possible after the event giving rise to the Services Suspension is cured. Beanstalk will have no liability for any damage, liabilities, losses (including any loss of or profits), or any other consequences that Customer or any other Authorized User may incur as a result of a Service Suspension.
3. Customer Responsibilities
(a) Acceptable Use
The Services may not be used for unlawful, fraudulent, offensive, or obscene activity. You will comply with all terms and conditions of these Terms, all applicable laws, rules, and regulations, and all guidelines, standards, and requirements that relate to your use of the Services. You further agree not to use the Services:
(i) In any way that violates any applicable federal, state, local, or international law or regulation (including, without limitation, any laws regarding the export of data or software to and from the US or other countries).
(ii) For the purpose of exploiting, harming, or attempting to exploit or harm minors in any way by exposing them to inappropriate content, asking for personally identifiable information, or otherwise.
(iii) To transmit, or procure the sending of any "junk mail," "chain letter," "spam," or any other similar solicitation.
(iv) To impersonate or attempt to impersonate Beanstalk, a Beanstalk employee, another user, or any other person or entity (including, without limitation, by using email addresses associated with any of the foregoing).
(v) To engage in any other conduct that restricts or inhibits anyone's use or enjoyment of the Services, or which, as determined by us, may harm Beanstalk or users of the Services, or expose them to liability.
Additionally, you agree not to:
(vi) Use the Services in any manner that could disable, overburden, damage, or impair the Services or interfere with any other party's use of the Services, including their ability to engage in real time activities through the Services.
(vii) Use any robot, spider, or other automatic device, process, or means to access the Services for any purpose, including monitoring or copying any of the material of the foregoing.
(viii) Use any manual process to monitor or copy any of the material on the Services, or for any other purpose not expressly authorized in these Terms, without our prior written consent.
(ix) Use any device, software, or routine that interferes with the proper working of the Services.
(x) Introduce any viruses, Trojan horses, worms, logic bombs, or other material that is malicious or technologically harmful.
(xi) Attempt to gain unauthorized access to, interfere with, damage, or disrupt any parts of the Services, the server on which the Services are stored, or any server, computer, or database connected to the Services.
(xii) Attack the Services via a denial-of-service attack or a distributed denial-of-service attack.
(xiii) Otherwise attempt to interfere with the proper working of the Services.
(b) CAN-SPAM Compliance
You acknowledge that your use of the Services is subject to the Controlling the Assault of Non-Solicited Pornography and Marketing Act (the "CAN-SPAM Act"). You further acknowledge that in using the Services, you are a “sender” or “initiator” under the CAN-SPAM Act and applicable marketing laws. You are solely responsible and liable for any CAN-SPAM Act or other applicable marketing law violations arising from your use of the Services and represent and warrant to Beanstalk that you will be in compliance with all such laws in your use of the Services and you will indemnify and hold Beanstalk harmless from any claims, fines, or penalties arising from your failure to comply with all such laws. Without limiting the foregoing, you will:
(i) Ensure that all campaigns include truthful header information, non-deceptive subject lines, a valid physical mailing address, identification that the message is an advertisement or solicitation, and a functional opt-out mechanism.
(ii) Not send messages containing fraudulent, misleading, or defamatory content.
(iii) Honor opt-out requests within ten (10) business days and not send messages to recipients who have opted out or otherwise requested not to receive communications.
(iv) Not harvest email addresses or contact information in violation of the CAN-SPAM Act or applicable laws.
(c) Data Protection Compliance
To the extent that your use of the Services or Customer Data is related to personal data as defined by any applicable law, you represent and warrant that:
(i) Customer Data does not have information that violates the privacy rights of any third party.
(ii) Your collection and further processing of such personal data is consistent with applicable privacy laws.
(iii) You have obtained consent or have other legal basis for data processing of Customer Data, which enables the Company to use it for the provision of the Services.
(iv) You are aware of and agree to fulfill the requirements of (A) US federal laws governing or related to data protection (including without limitation, Children’s Online Privacy Protection Act, the Health Insurance Portability and Accountability Act, the Gramm-Leach-Billey Act, and the Federal Information Security Management Act), (B) applicable state privacy laws and (C) privacy laws of other jurisdictions (for example, General Data Protection Regulation) to the extent that you operate in or process personal data of users from those jurisdictions.
(d) Account Use
You are responsible and liable for all uses of the Services and Documentation resulting from access provided by you, directly or indirectly, whether such access or use is permitted by or in violation of these Terms. Without limiting the generality of the foregoing, you are responsible for all acts and omissions of Authorized Users, and any act or omission by an Authorized User that would constitute a breach of these Terms if taken by you will be deemed a breach of these Terms by you. You shall use reasonable efforts to make all Authorized Users aware of these Terms's provisions as applicable to such Authorized User's use of the Services and shall cause Authorized Users to comply with such provisions.
(e) Customer Data
You hereby grant to Beanstalk a non-exclusive, royalty-free, worldwide license to reproduce, distribute, and otherwise use and display the Customer Data and perform all acts with respect to the Customer Data as may be necessary for Beanstalk to provide the Services to you, and a non-exclusive, perpetual, irrevocable, royalty-free, worldwide license to reproduce, distribute, modify, and otherwise use and display Customer Data incorporated within the Aggregated Statistics. You will ensure that Customer Data and any Authorized User's use of Customer Data will not violate any policy or terms referenced in or incorporated into these Terms or any applicable law. You are solely responsible for the development, content, operation, maintenance, and use of Customer Data. "Customer Data" means, other than Aggregated Statistics, information, data, and other content, in any form or medium, that is submitted, posted, or otherwise transmitted by or on behalf of Customer or any other Authorized User through the Services.
(f) Passwords and Access Credentials
You are responsible for keeping your passwords and access credentials associated with the Services confidential. You will not sell or transfer them to any other person or entity. You will promptly notify us about any unauthorized access to your passwords or access credentials.
(g) Third-Party Products
The Services may permit access to domains, products, content, services, information, websites, or other materials that are owned by third parties and are incorporated into or accessible through the Services ("Third-Party Products"). For purposes of these Terms, such Third-Party Products are subject to their own terms and conditions presented to you for acceptance within the Services by website link or otherwise. If you do not agree to abide by the applicable terms for any such Third-Party Products, then you should not install, access, or use such Third-Party Products. You acknowledge that email domains provided by the Services are Third-Party Products and that such third parties (including but not limited to Google and Microsoft) may suspend, block, or flag domains, accounts, or messages in their sole discretion, which may result in downtime or unavailability of the Services. Beanstalk shall not be liable, and shall have no obligation to issue refunds or credits for any such suspension, downtime, loss of access, blocking, or loss of use of domains or accounts resulting from third-party actions, provided that Beanstalk does not knowingly violate the applicable third-party terms of use.
4. Support
These Terms does not entitle Customer to any support for the Services other than the general support services made available by Beanstalk from time to time.
5. Fees and Payment
Customer shall pay Beanstalk the fees as set forth in the ScaledMail application ("Fees"). Customer shall make all payments hereunder in US dollars on or before the applicable due date. If Customer fails to make any payment when due, without limiting Beanstalk's other rights and remedies: (i) Beanstalk may charge interest on the past due amount at the rate of 1.5% per month calculated daily and compounded monthly or, if lower, the highest rate permitted under applicable law; (ii) Customer shall reimburse Beanstalk for all costs incurred by Beanstalk in collecting any late payments or interest, including attorneys' fees, court costs, and collection agency fees; and (iii) if such failure continues for three (3) days or more, Beanstalk may suspend, in accordance with Section 2(f), Customer's and all other Authorized Users' access to any portion or all of the Services until such amounts are paid in full. All Fees and other amounts payable by Customer under these Terms are exclusive of taxes and similar assessments. Customer is responsible for all sales, use, and excise taxes, and any other similar taxes, duties, and charges of any kind imposed by any federal, state, or local governmental or regulatory authority on any amounts payable by Customer hereunder, other than any taxes imposed on Beanstalk's income. Due to the nature of the Services, all payment obligations are non-cancelable and all Fees paid are non-refundable.
6. Confidential Information
From time to time during the term of this Agreement, Beanstalk and Customer may disclose or make available to the other party information about its business affairs, products, confidential intellectual property, trade secrets, third-party confidential information, and other sensitive or proprietary information, whether orally or in written, electronic, or other form or media and whether or not marked, designated, or otherwise identified as "confidential" at the time of disclosure (collectively, "Confidential Information"). Confidential Information does not include information that, at the time of disclosure is: (a) in the public domain; (b) known to the receiving party; (c) rightfully obtained by the receiving party on a non-confidential basis from a third party; or (d) independently developed by the receiving party. The receiving party shall not disclose the disclosing party's Confidential Information to any person or entity, except to the receiving party's employees, agents, or subcontractors who have a need to know the Confidential Information for the receiving party to exercise its rights or perform its obligations hereunder and who are required to protect the Confidential Information in a manner no less stringent than required under these Terms. Notwithstanding the foregoing, each party may disclose Confidential Information to the limited extent required (i) to comply with the order of a court or other governmental body, or as otherwise necessary to comply with applicable law, provided that the party making the disclosure pursuant to the order shall first have given written notice to the other party and made a reasonable effort to obtain a protective order; or (ii) to establish a party's rights under these Terms, including to make required court filings. Each party's obligations of non-disclosure with regard to Confidential Information are effective as of the date such Confidential Information is first disclosed to the receiving party and will expire five (5) years thereafter; provided, however, with respect to any Confidential Information that constitutes a trade secret (as determined under applicable law), such obligations of non-disclosure will survive the termination or expiration of these Terms for as long as such Confidential Information remains subject to trade secret protection under applicable law.
7. Privacy Policy
Beanstalk complies with its privacy policy, available at [URL] ("Privacy Policy"), in providing the Services. The Privacy Policy is subject to change as described therein. By accessing, using, and providing information to or through the Services, you acknowledge that you have reviewed and accepted our Privacy Policy, and you consent to all actions taken by us with respect to your information in compliance with the then-current version of our Privacy Policy.
8. Intellectual Property Ownership; Feedback
As between you and us, (a) we own all right, title, and interest, including all intellectual property rights, in and to the Services and (b) you own all right, title, and interest, including all intellectual property rights, in and to Customer Data. If you or any of your employees, contractors, or agents sends or transmits any communications or materials to us by mail, email, telephone, or otherwise, suggesting or recommending changes to the Services, including without limitation, new features or functionality relating thereto, or any comments, questions, suggestions, or the like ("Feedback"), we are free to use such Feedback irrespective of any other obligation or limitation between you and us governing such Feedback. All Feedback is and will be treated as non-confidential. You hereby assign to us on your behalf, and shall cause your employees, contractors, and agents to assign, all right, title, and interest in, and we are free to use, without any attribution or compensation to you or any third party, any ideas, know-how, concepts, techniques, or other intellectual property rights contained in the Feedback, for any purpose whatsoever, although we are not required to use any Feedback.
9. Limited Warranty and Warranty Disclaimer
(a) Beanstalk Warranty
Beanstalk warrants that it provides Services using a commercially reasonable level of care and skill. THE FOREGOING WARRANTY DOES NOT APPLY, AND BEANSTALK STRICTLY DISCLAIMS ALL WARRANTIES, WITH RESPECT TO ANY THIRD-PARTY PRODUCTS.
(b) Customer Warranty
You warrant that you own all right, title, and interest, including all intellectual property rights, in and to Customer Data and that both the Customer Data and your use of the Services are in compliance with Section 3 of these Terms.
(c) Disclaimer
EXCEPT FOR THE LIMITED WARRANTY SET FORTH IN SECTION 9(a), THE SERVICES ARE PROVIDED "AS IS" AND BEANSTALK SPECIFICALLY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE. BEANSTALK SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT, AND ALL WARRANTIES ARISING FROM COURSE OF DEALING, USAGE, OR TRADE PRACTICE. BEANSTALK MAKES NO WARRANTY OF ANY KIND THAT THE SERVICES, OR ANY PRODUCTS OR RESULTS OF THE USE THEREOF, WILL MEET YOUR OR ANY OTHER PERSON'S OR ENTITY'S REQUIREMENTS, OPERATE WITHOUT INTERRUPTION, ACHIEVE ANY INTENDED RESULT, BE COMPATIBLE OR WORK WITH ANY OF YOUR OR ANY THIRD PARTY'S SOFTWARE, SYSTEM, OR OTHER SERVICES, OR BE SECURE, ACCURATE, COMPLETE, FREE OF HARMFUL CODE, OR ERROR-FREE, OR THAT ANY ERRORS OR DEFECTS CAN OR WILL BE CORRECTED.
10. Indemnification
Customer shall indemnify, hold harmless, and, at Beanstalk's option, defend Beanstalk and its officers, directors, employees, agents, affiliates, successors, and assigns from and against any and any and all losses, damages, liabilities, deficiencies, claims, actions, judgments, settlements, interest, awards, penalties, fines, costs, or expenses of whatever kind, including attorneys' fees, incurred by Customer resulting from any third-party claim, suit, action, or proceeding (i) that the Customer Data, or any use of the Customer Data in accordance with these Terms, infringes or misappropriates such third party's intellectual property rights; (ii) any CAN-SPAM Act violation arising from the Customer or Authorized User’s use of the Services, regardless of Beanstalk’s classification as an “initiator” or “sender” thereunder; or (iii) use of the Services in a manner not authorized by these Terms; provided that Customer may not settle any such claim, action, or proceeding against Beanstalk unless Beanstalk consents to such settlement, and further provided that Beanstalk will have the right, at its option, to defend itself against any such any such claim, action, or proceeding against or to participate in the defense thereof by counsel of its own choice.
11. Limitations of Liability
IN NO EVENT WILL BEANSTALK BE LIABLE UNDER OR IN CONNECTION WITH THESE TERMS UNDER ANY LEGAL OR EQUITABLE THEORY, INCLUDING BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR OTHERWISE, FOR ANY: (a) CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL, ENHANCED, OR PUNITIVE DAMAGES; (b) INCREASED COSTS, DIMINUTION IN VALUE OR LOST BUSINESS, PRODUCTION, REVENUES, OR PROFITS; (c) LOSS OF GOODWILL OR REPUTATION; (d) USE, INABILITY TO USE, LOSS, INTERRUPTION, DELAY OR RECOVERY OF ANY DATA, OR BREACH OF DATA OR SYSTEM SECURITY; OR (e) COST OF REPLACEMENT GOODS OR SERVICES, IN EACH CASE REGARDLESS OF WHETHER BEANSTALK WAS ADVISED OF THE POSSIBILITY OF SUCH LOSSES OR DAMAGES OR SUCH LOSSES OR DAMAGES WERE OTHERWISE FORESEEABLE. IN NO EVENT WILL BEANSTALK'S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THESE TERMS UNDER ANY LEGAL OR EQUITABLE THEORY, INCLUDING BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR OTHERWISE EXCEED THE TOTAL AMOUNTS PAID TO BEANSTALK UNDER THESE TERMS IN THE TWELVE (12) MONTH PERIOD PRECEDING THE EVENT GIVING RISE TO THE CLAIM.
12. Term and Termination
(a) Term
The term of this Agreement begins on the Effective Date and continues until terminated.
(b) Termination
(i) We may terminate this Agreement or suspend your account and access to the Services immediately, without prior notice or liability, for any reason whatsoever, including, without limitation, if you breach these Terms. Upon termination, your right to use the Services will immediately cease.
(ii) You may terminate this Agreement at any time by cancelling your subscription through your account settings, with termination taking effect at the end of the current billing period.
(c) Effect of Termination
Upon termination of this Agreement, Customer shall immediately discontinue use of the Beanstalk IP. No expiration or termination of these Terms will affect Customer's obligation to pay all Fees that may have become due before such expiration or termination or entitle Customer to any refund.
(d) Survival
This Section 12(d), Sections 5, 6, 10, 11, 14, 15, and 16 and any right, obligation, or required performance of the parties in these Terms which, by its express terms or nature and context is intended to survive termination or expiration of these Terms, will survive any such termination or expiration.
13. Modifications to Terms and Services
You acknowledge and agree that we have the right, in our sole discretion, to modify these Terms from time to time, and that modified terms become effective on posting. You will be notified of modifications through notifications or posts on our website or the ScaledMail application, or direct email communication from us. You are responsible for reviewing and becoming familiar with any such modifications. Your continued use of the Services after the effective date of the modifications will be deemed acceptance of the modified terms. We reserve the right to change, modify, or remove the contents of the Services or Documentation at any time or for any reason at our sole discretion without notice. We also reserve the right to modify or discontinue all or part of the Services without notice at any time. We will not be liable to you or any third party for any modification, price change, suspension, or discontinuance of the Services or Documentation. We cannot guarantee the Services will be available at all times. We may experience hardware, software, or other problems or need to perform maintenance related to the Services, resulting in interruptions, delays, or errors. We reserve the right to change, revise, update, suspend, discontinue, or otherwise modify the Services at any time or for any reason without notice to you. You agree that we have no liability whatsoever for any loss, damage, or inconvenience caused by your inability to access or use the Services during any downtime or discontinuance.
14. Export Regulation
The Services utilize software and technology that may be subject to US export control laws, including the US Export Administration Act and its associated regulations. You shall not, directly or indirectly, export, re-export, or release the Services or the software or technology included in the Services to, or make the Services or the software or technology included in the Services accessible from, any jurisdiction or country to which export, re-export, or release is prohibited by law, regulation, or rule. You shall comply with all applicable federal laws, regulations, and rules, and complete all required undertakings (including obtaining any necessary export license or other governmental approval), prior to exporting, re-exporting, releasing, or otherwise making the Services or the software or technology included in the Services available outside the US.
15. Arbitration; Class Action Waiver
(a) Arbitration
You agree that any dispute, claim, or controversy arising out of or related to these Terms, our Privacy Policy, or the Services shall be settled by final and binding arbitration in accordance with the rules of the American Arbitration Association (“AAA”), rather than in a court of law. You agree that you are knowingly and voluntarily giving up your right to a trial and have your dispute heard by a judge or jury in a court of law. Any such dispute, claim, or controversy shall be arbitrated on an individual basis and shall not be joined or consolidated with a claim of any other party or class. You agree that the arbitrator’s decision shall be controlled by these Terms and any other agreement that you have with us. You agree that the arbitrator’s award shall be final and binding and may be entered as a judgment in any court of competent jurisdiction. The arbitration will be administered by the AAA, pursuant to the rules of the AAA. For more information on the rules, procedures, and fees of the AAA, please visit their website at www.adr.org. The foregoing shall not preclude Beanstalk or its affiliates from seeking any injunctive or other equitable relief in State or Federal court for protection of intellectual property rights. You expressly agree, regardless of where you reside, to the fullest extent permitted by law, that class action lawsuits, class-wide arbitrations, private attorney-general actions, and any other proceeding where someone acts in a representative capacity are not allowed, nor is combining individual proceedings without the consent of all parties. The arbitrator may not consolidate more than one person's claims and may not preside over any form of a representative or class proceeding. In the event the prohibition on class arbitration is deemed invalid or unenforceable, then the remaining portions of these arbitration terms will remain in force.
(b) Governing Law; Venue
These Terms, including binding arbitration, will be governed by the laws of the State of Florida, without regard to the conflict of laws principles thereof. If any dispute, controversy, or claims cannot be resolved in arbitration between the parties, then it shall be submitted for resolution to a court of competent jurisdiction in Hillsborough County, Florida, and the Federal Courts in and for the Middle District of Florida, and the parties hereby submit that exclusive venue shall lie with such courts, and hereby irrevocably submit to the jurisdiction and venue of such courts.
16. Miscellaneous
These Terms constitutes the entire agreement and understanding between the parties hereto with respect to the subject matter hereof and supersedes all prior and contemporaneous understandings, agreements, representations, and warranties, both written and oral, with respect to such subject matter. Any notices to us must be sent to info@beanstalkconsulting.co and are deemed given upon receipt by us. Notwithstanding the foregoing, you hereby consent to receiving electronic communications from us. These electronic communications may include notices about applicable fees and charges, transactional information, and other information concerning or related to the Services. You agree that any notices, agreements, disclosures, or other communications that we send to you electronically will satisfy any legal communication requirements, including that such communications be in writing. The invalidity, illegality, or unenforceability of any provision herein does not affect any other provision herein or the validity, legality, or enforceability of such provision in any other jurisdiction. Any failure to act by us with respect to a breach of these Terms by you or others does not constitute a waiver and will not limit our rights with respect to such breach or any subsequent breaches. These Terms are personal to you and may not be assigned or transferred for any reason whatsoever without our prior written consent and any action or conduct in violation of the foregoing will be void and without effect. We expressly reserve the right to assign these Terms and to delegate any of its obligations hereunder.
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