Terms & Conditions

This Let It Bee Solutions Agreement (this “Agreement”) is entered into by and between Let It Bee Solutions LLC (“Let It Bee” or “we”) and the applicable reseller (“Reseller” or “you”). Let It Bee and Reseller are sometimes referred to herein, individually, as a “Party” or collectively, as “Parties.”

INTRODUCTION. This Agreement sets forth the terms and conditions that apply to Reseller’s participation in our reseller program, pursuant to which you may resell Services to Customers (the “Reseller Program”). By using the Portal, ordering Services to resell to Customers, or otherwise participating in the Reseller Program, you agree to be bound by this Agreement.

1. Definitions. The following capitalized terms used herein shall have the following meanings:
1. “Customer(s)” means end-user third parties that purchase Services from Reseller pursuant to the Reseller Program.
2. “Customer Data” means any information and data provided by or about individual Customers to Let It Bee, through a Landing Page, Portal, or otherwise made available to Let It Bee by or on behalf of Reseller.
3. “Data Protection Laws” means the General Data Protection Regulation 2016/679 (“GDPR”) and the Privacy and Communication Directive 2002/58/EC, including as transposed into domestic legislation of each Member State of the European Economic Area, the UK 2018 Data Protection Act, the California Consumer Protection Act, the Virginia Data Protection Act, the Colorado Privacy Act, and any data protection laws substantially amending or replacing these laws, and to the extent applicable, the data protection or privacy laws of any other State of the United States or other country.
4. “Force Majeure Event” means an event, which is beyond the reasonable control of the affected Party, including but not limited to the loss, failure or malfunction of utilities, computers (hardware or software) or systems failure, cyberattack, failure of equipment, failure or malfunction of communications media, interruption of power supplies, accidents and/or labor disputes and unrest, strike, lock-out, civil or military action, acts of terrorism (including cyber terrorism), war (whether declared or not), riot, insurrection, sabotage, acts of God, natural disasters and events, epidemic or pandemic, disease, quarantine and governmental actions.
5. “Intellectual Property” or “Intellectual Property Rights,” as the context requires, means all of the following worldwide intangible legal rights, whether or not filed, perfected, registered or recorded and whether now or hereafter existing, filed, issued or acquired: (a) patents, copyrights, copyrightable work, trademarks, service marks, trade dress, trade secrets, know-how and other information, moral rights, logos, corporate names, Internet domain names; (b) any rights in or to any applications for any of the foregoing; and (c) any and all other intangible or proprietary rights, anywhere in the world.
6. “Landing Page” means a hosted webpage through which orders for Services may be placed, tracked and otherwise managed.
7. “Let It Bee Intellectual Property” means all Intellectual Property of Let It Bee, including all Let It Bee Marks, logos, trademarks, copyrights, products, devices, software (specifically including the Portal), computer programs, techniques, know-how, algorithms, specifications, data procedures and modifications thereto, whether patentable or copyrightable, whether tangible or intangible, and all right, title and interest in and to the Intellectual Property derived from such works, that have been or will be created, developed or otherwise acquired by Let It Bee prior to acceptance of this Agreement or that have general utility to Let It Bee outside the scope of this Agreement.
8. “Let It Bee Marks” means Let It Bee’s (and Let It Bee’s affiliates) trade names, trademarks, service marks, trade names, logos, other branding elements and other Intellectual Property used by Let It Bee and Let It Bee’s affiliates in identifying their respective business.
9. “Portal” means an online, hosted software application provided by Let It Bee and accessible via a URL designated by Let It Bee from time to time, through which: (a) orders for Services are managed, placed and/or tracked; (b) information and other Customer Data required by Let It Bee in order to place a particular order is requested by Let It Bee and either submitted by a Customer or by Reseller on behalf of each Customer; (c) documents related to the Services are accessed and viewed; and (d) service of process correspondence and documentation, if ordered as part of the Services to be performed, are made available by Let It Bee.
10. “Registered Agent Services” means the Services relating to registered agent and registered office address of a Customer.
11. “Reseller Authorized User” or “Reseller Authorized Users” means any natural person who is an employee or independent contractor employed or engaged, as applicable, by Reseller and whom Reseller has permitted to access and use the features and functions of the Services, including the Landing Page and the Portal, in accordance with the terms and conditions of this Agreement.
12. “Reseller Marks” means the Reseller trademarks, service marks, trade names, logos, other branding elements and other Intellectual Property used by Reseller in identifying its business.
13. “Reseller Program” means our program pursuant to which you may resell Services to Customers as described in this Agreement.
14. “Services” means Let It Bee’s products and services.
15. “Service Terms” means the terms and conditions located at https://LetItBeesolutions .com/terms-and-conditions/ (or such other URL as designated by Let It Bee from time to time). Let It Bee may amend the Service Terms from time to time by updating the Service Terms online, and those revised Service Terms shall be in effect in accordance with the provisions governing updates of terms and conditions included in the Service Terms.
16. “State Fees” means fees that are charged by government bodies in connection with filings, reports, or other actions taken by Let It Bee while performing Services.
17. “Wholesale Service Rate” means the wholesale price of a Service as will be communicated to you via email from time to time. We reserve the right to change the Wholesale Service Rate for any Service at any time upon thirty (30) days’ notice.
2. Sale of Services; Customer Terms.
1. Non-Exclusive Right for Fulfillment of Services; Scope of Services. Let It Bee will provide Services to your Customers, on a non-exclusive basis, solely in accordance with the terms and conditions of this Agreement. Reseller agrees and acknowledges that the Services may be performed by Let It Bee, an affiliate of Let It Bee or other third-party service providers, provided that Let It Bee remains responsible for all acts of such affiliate or third parties as if performed by Let It Bee.
2. Pricing of Products; Fees
1. Reseller shall place orders for Services based on the Wholesale Service Rate then in effect. Payment is due when Reseller submits its order. Reseller’s pricing of Services to Customers shall be at its discretion, provided however that Reseller may not advertise or state that any State Fee collected by Reseller in connection with the Services is greater than the State Fee actually charged by the applicable government entity.
2. Reseller is solely responsible for the collection of all fees and payments from Customers, with the exception of State Fees for automated annual report filings, which we will collect directly from the Customer. Regardless of whether Reseller has collected payment from a Customer, Reseller shall pay Let It Bee the Wholesale Service Rate for Services ordered by or on behalf of Customers along with any State Fees incurred by Let It Bee in the provision of the Services.
3. Reseller acknowledges that State Fees are set by the applicable government entity and are subject to change without prior notice.
3. Acceptance of Service Terms by Customer. In connection with the Services, Reseller will be responsible for (i) disclosing that the Registered Agent Services will be provided to the Customer by Let It Bee, and (ii) ensuring and documenting that each Customer expressly accepts, or has accepted, in writing the Service Terms as a condition to registering for or purchasing any Services in a manner that is legally binding upon the Customer. Reseller shall maintain a record of such acceptance in a format that can be provided to Let It Bee upon request. We also reserve the right, in connection with the Registered Agent Services, to communicate directly with the Customer to notify the Customer of our appointment as its registered agent.
   
   Other than as specified by this Section, Reseller shall not make any representations or warranties on behalf of Let It Bee or in any way bind or attempt to bind Let It Bee contractually or otherwise with any Customer(s) without Let It Bee’s express written consent.
4. Customer Screening. Reseller acknowledges that, depending on the Services purchased, Let It Bee may be required, prior to the provision of any Services to a Customer, to conduct know-your-customer and customer identification activities, including conducting screenings subject to regulations of the Office of Foreign Assets Control, other applicable laws and Let It Bee policies and practices, with respect to such Customer. To the extent that Reseller is responsible for the collection of information from Customers in connection with their orders, Reseller agrees to collect and provide to Let It Bee all information needed by Let It Bee to complete all know-your-customer and customer identification activities Let It Bee may require, in its sole and absolute discretion. As contemplated by this Section, Let It Bee reserves the right not to provide any Services to, or to reject orders from, Customers whom Let It Bee is unable to satisfactorily verify, in its sole and absolute discretion, as required regulations of the Office of Foreign Assets Control, other applicable laws and Let It Bee policies and practices.
5. Customer Support.
1. Reseller shall be responsible for providing all customer support and managing any disputes with Customers in connection with all Services, with commercially reasonable assistance from Let It Bee as needed.
2. Notwithstanding the foregoing, where Let It Bee is required by law to communicate directly with customers (e.g., in connection with Registered Agent Services), Let It Bee will provide support to Customers and manage any disputes with Customers in connection therewith, with reasonable assistance from Reseller as requested by Let It Bee.
6. Registered Agent Services. When a Customer that has procured Registered Agent Services is no longer actively procuring such Services for any reason (whether due to active cancellation, nonpayment or otherwise), Reseller shall notify such Customer (A) of Reseller’s relationship with Let It Bee and Let It Bee’s status as such Customer’s registered agent, and (B) Let It Bee’s intention to resign as the Customer’s registered agent after thirty (30) days, unless the Customer renews prior to the end of such period. If during such period the Customer renews the Registered Agent Service, Reseller shall notify Let It Bee of such renewal. For each such Customer that does not renew its subscription prior to the end of such thirty (30)-day period, Let It Bee may in its sole discretion resign as such Customer’s registered agent. Any State Fees we incur in connection with such resignations are the responsibility of and will be charged to Reseller.
   
   On the first business day of each month, Reseller shall provide a list of such Customers who have cancelled or failed to renew their Registered Agent Service on a monthly basis, which list will include, in respect of each applicable entity: (i) the entity’s legal name, (ii) the entity’s file number provided by the relevant secretary of state, (iii), the entity’s jurisdiction of formation, and (iv) one of the following statuses: (A) the entity has completed transition to a new registered agent (noting the effective date of such transition with the applicable secretary of state), (B) the entity has initiated but not yet completed its transition to a new registered agent (noting the date such request has been made with the applicable secretary of state), or (C) the entity is not transitioning to a new registered agent. Resellers who have been provided access to our APIs will provide subscription status updates (e.g. cancellations) via API.
3. Portal; Landing Page; APIs; Intellectual Property Rights; Use Guidelines.
1. Portal; Landing Page; APIs.
1. Portal. Let It Bee grants Reseller access to a Portal via a non-exclusive, non-transferable, non-sublicensable right to access the Portal solely as necessary for Reseller (i) to assist in the development of a white-labeled Landing Page, if any, (ii) to market the Services, and (iii) for the fulfillment of Services, all in accordance with the terms of this Agreement. If access to a Portal is provided, Reseller may only use such Portal in accordance with the applicable Service Terms.
2. Landing Page; APIs. The Parties may coordinate on the development and implementation of a Landing Page, through which orders for Services may be placed, tracked and otherwise managed. Let It Bee may provide Reseller with access to an API to interconnect with the Portal through which Reseller transfers order information to Let It Bee. Let It Bee owns all Intellectual Property in and to such API and such API shall be deemed part of the Portal for purposes herein.
3. Order Fulfillment. Reseller will provide all required information when placing orders; we reserve the right to cancel any order for which the required information has not been provided in a timely manner. The delivery of information and documents in the fulfillment of Services shall be provided via a Portal or by delivery through additional mechanisms as may be determined by Let It Bee. To the extent Services are fulfilled via the Portal, use of the Portal will be pursuant to the Service Terms, which Reseller will be required to accept upon entry to the Portal.
2. Let It Bee Intellectual Property. All Let It Bee Intellectual Property is and will remain the exclusive property of Let It Bee. Reseller is granted a non-exclusive, royalty-free, revocable, worldwide license during the Term to use Let It Bee Intellectual Property solely in connection with this Agreement.
3. Reseller License Grant. Reseller grants Let It Bee a limited, non-sublicensable, non-exclusive, non-transferable, revocable license to use internally any Reseller documentation, Reseller Marks and any other Reseller Intellectual Property provided to Let It Bee under this Agreement (if any) solely as necessary to perform the obligations hereunder. Reseller reserves all rights, title and interest in and to such Reseller documentation and Intellectual Property and any modifications to it.
4. Reservation of Rights. Subject to the limited rights expressly granted hereunder, Let It Bee reserves all rights, title and interest in and to the Portal and the Services, including all related Intellectual Property Rights therein or thereto.
5. Restrictions. Except as otherwise agreed by the parties in writing, Reseller shall not (i) modify, copy or create derivative works based on the Portal or Services; (ii) create Internet “links” to or from the Portal, or “frame” or “mirror” any content forming part of the Portal, other than on Reseller’s own intranets or otherwise for its own internal business purposes; or (iii) disassemble, reverse engineer, or decompile the Portal. Reseller shall not use the Services, Portal or the documentation except as expressly permitted in this Agreement. In no event shall Reseller use the Portal for Reseller’s product development or any other commercial purpose. Reseller shall not make any representations or warranties on behalf of Let It Bee or in any way bind or attempt to bind Let It Bee contractually or otherwise with any Customer(s) without Let It Bee’s express written consent.
6. Feedback. If Reseller, Reseller Authorized Users, or Customers provide Let It Bee any information, suggestions and/or feedback regarding the design, operation or performance of the Portal or Services (collectively, “Feedback”), Let It Bee may use such Feedback however it chooses, including the unrestricted and irrevocable right to use, in Let It Bee’s sole discretion, and incorporate into the Services and any other of Let It Bee’s products, services and businesses. Reseller hereby assigns to Let It Bee all right, title, and interest (including all copyright, patent, and other intellectual property rights) in all Feedback for all current and future methods and forms of exploitation worldwide. If any such rights are not effectively assigned under applicable laws, Reseller hereby grants Let It Bee a non-exclusive, fully paid-up, irrevocable, transferable, sublicensable license to reproduce, distribute, publicly perform, publicly display, make, use, have made, sell, offer to sell, import, modify and make derivative works based on, and otherwise exploit that Feedback for all current and future methods and forms of exploitation worldwide. If any such rights may not be assigned or licensed under applicable laws, Reseller hereby waives and agrees not to assert all such rights. However, Let It Bee may continue to freely use any Feedback that Reseller provides to Let It Bee. Reseller understands and agrees that Let It Bee is not required to make any use of any Feedback that any of Reseller, Reseller Authorized Users, or Customers provide. In furtherance of the foregoing, Reseller, in the terms and conditions as between itself and any Reseller Authorized User or Customer, as applicable, shall include a provision that is analogous to terms set forth in this Section 4.6, and Reseller shall cooperate with Let It Bee to ensure that Reseller Authorized User and Customers, as applicable, grant and assign to Let It Bee rights that are at least as broad as those contemplated by this Section 4.6.
7. Use Guidelines. Reseller may only use the Portal in the ordinary course of its business and shall not: (i) license, sublicense, sell, resell, rent, lease, transfer, assign, distribute, time share or otherwise commercially exploit or make the Portal or Service available to any third party, other than to Reseller Authorized Users and Customers as expressly permitted hereunder or as otherwise contemplated by this Agreement; (ii) knowingly send spam or otherwise duplicative or unsolicited messages in violation of applicable laws; (iii) knowingly send or store infringing, obscene, threatening, libelous, or otherwise unlawful or tortious material, including material that is harmful to children or violates third party privacy rights; (iv) knowingly send or store malicious code; (v) knowingly interfere with or disrupt the integrity or performance of the Service or the data contained therein; or (vi) attempt to gain unauthorized access to the Portal or its related systems or networks.
4. Term and Termination.
1. Term. This Agreement will apply for as long as you participate in the Reseller Program, until terminated (the “Term”).
2. Termination for Convenience. Either Party may terminate this Agreement, with or without cause, and without any penalty or further liability to the other Party except as expressly set forth hereunder, upon providing thirty (30) days’ written notice.
3. Termination for Breach. We may terminate this Agreement upon written notice to you if you have breached any material obligation under this Agreement and you do not cure the breach within five (5) days after receiving notice thereof, except for any breach which is incapable of being cured or breaches of any applicable laws, in which case we may terminate this Agreement with immediate effect.
4. Effect of Termination. Upon the termination or expiration of this Agreement (a) all rights (including any access and use rights and licenses) granted to Reseller under this Agreement shall be terminated and (b) the Receiving Party will destroy any Confidential Information upon written request of the Disclosing Party provided that neither Party will be required to destroy any Confidential Information subject to any ongoing legal requirements related to its destruction or the destruction of Confidential Information contained in backup or other inaccessible data storage locations. Let It Bee is entitled, upon termination, to continue, unrestricted in any way by this Agreement, to provide Services for any Customer who wishes to continue to receive Services. Such engagement shall be a direct relationship between Let It Bee and each Customer, and Let It Bee shall have no further obligation to Reseller with respect to such relationship.
   
   Additionally, upon the termination or expiration of this Agreement for any reason, Reseller shall have responsibility for promptly (but in all events within 60 days) transitioning Customers to third-party service providers, with Let It Bee’s reasonable assistance, all at Reseller’s cost and expense. For any Customers that Reseller fails to timely transition, we may elect to resign as registered agent, and in respect of each such resignation we will charge Reseller for any State Fees (e.g. registered agent resignation fees) we incur due to such resignation, along with a processing fee of $5.00 per entity. After the termination date, Reseller will provide us with monthly status updates regarding such transition, which will include at a minimum in respect of each applicable entity: (i) the entity’s legal name; (ii) the entity’s file number provided by the relevant secretary of state; (iii) the entity’s jurisdiction of formation; and (iv) one of the following statuses: (A) the entity has completed transition to a new registered agent (noting the effective date of such transition with the applicable secretary of state), (B) the entity has initiated but not yet completed its transition to a new registered agent (noting the date such request has been made with the applicable secretary of state), or (C) the entity is not transitioning to a new registered agent; as well as any other relevant information that we may reasonably request. In addition to such monthly updates, Reseller will provide us with the foregoing status update upon our request.
5. Warranties; No Professional Advice; No Fiduciary Relationship.
1. Reseller represents and warrants that (i) it possesses all rights and interests necessary in order to enter into and perform its obligations under this Agreement, (ii) its execution and performance of this Agreement will not violate any other agreement to which it is a party, (iii) it will comply with all laws applicable to its business in connection with its performance under this Agreement (including Data Protection Laws, export laws and anti-corruption laws).
2. Let It Bee does not warrant that the Services are, or the Portal is, or either will be totally error free or its operation uninterrupted. Let It Bee is not required to fix any such errors or interruptions that are unforeseeable or not the result of Let It Bee’s action or inaction (such as Internet connectivity problems).
3. Neither Let It Bee nor any of its affiliated entities or persons are responsible for the provision of any professional advice whatsoever to you or your Customers, including legal, financial accounting and/or tax advice, and you shall not make any statements indicating that Let It Bee is a law firm or otherwise engaged in the practice of law. Each Party shall comply with all applicable federal and/or state laws regarding provision of legal, financial, accounting, and/or tax advice to Customers in relation to its obligations herein.
6. LIMITATION OF LIABILITY; WARRANTY.
1. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL LET IT BEE, OR ITS AFFILIATED ENTITIES, OR THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, ATTORNEYS, PARTNERS, EMPLOYEES, OTHER REPRESENTATIVES OR RESELLERS BE LIABLE FOR ANY INDIRECT, SPECIAL, PUNITIVE, EXEMPLARY, INCIDENTAL, RELIANCE OR CONSEQUENTIAL DAMAGES, INCLUDING BUT NOT LIMITED TO, LOST PROFITS, ACCOUNT OF PROFITS, LOST OR DAMAGED DATA, CORRUPTION OF DATA, LOST INFORMATION, INTERRUPTION OR LOSS OF USE OF SERVICE, INTERRUPTION OF BUSINESS, COMPUTER FAILURE OR MALFUNCTION, FAILURE OF SECURITY MECHANISMS, COSTS FOR PROCUREMENT OF SUBSTITUTE SERVICES, LOSS OF GOODWILL, WORK STOPPAGE, OR ANY OTHER INDIRECT DAMAGES ARISING OUT OF, RELATING TO OR IN CONNECTION WITH THIS AGREEMENT, EVEN IF LET IT BEE IS ADVISED OF THE POSSIBILITY OF ANY SUCH DAMAGES, AND EVEN IF ARISING OUT OF THE NEGLIGENCE OF LET IT BEE, AND REGARDLESS OF THE LEGAL OR EQUITABLE THEORY UPON WHICH THE CLAIM IS BASED.
2. NOTWITHSTANDING ANYTHING TO THE CONTRARY HEREIN, LET IT BEE’S ENTIRE LIABILITY UNDER ANY PROVISION OF THIS AGREEMENT SHALL NOT EXCEED IN THE AGGREGATE THE SUM OF MONTHLY FEES PAID TO LET IT BEE HEREUNDER DURING THE PRECEDING SIX (6) MONTHS PRIOR TO THE EVENTS GIVING RISE TO THE CLAIM (OR THE LAST SIX (6) MONTHS OF THE TERM OF THIS AGREEMENT, IN THE EVENT OF A CLAIM ARISING FOLLOWING THE TERMINATION OR EXPIRATION HEREOF).
3. EXCEPT FOR CONFIDENTIALITY OBLIGATIONS SET FORTH IN SECTION 9.6 HEREOF, LET IT BEE IS NOT RESPONSIBLE FOR ANY LIABILITY ARISING OUT OF CONTENT OR CUSTOMER DATA PROVIDED BY RESELLER. LET IT BEE’S PERFORMANCE IS CONTINGENT UPON RESELLER’S COOPERATION IN ACCORDANCE WITH ITS OBLIGATIONS HEREIN AND LET IT BEE IS NOT RESPONSIBLE FOR DELAYS OR OTHER PROBLEMS CAUSED BY RESELLER’S FAILURE TO MEET ITS OBLIGATIONS HEREUNDER OR BY ANY OUTSIDE FACTORS.
4. EXCEPT FOR THE EXPRESS WARRANTIES CONTAINED HEREIN, LET IT BEE DOES NOT MAKE ANY OTHER WARRANTIES, EXPRESS OR IMPLIED, AND TO THE FULLEST EXTENT LEGALLY PERMISSIBLE, HEREBY EXPRESSLY DISCLAIMS ALL SUCH OTHER WARRANTIES INCLUDING, BUT NOT LIMITED TO, ANY AND ALL WARRANTIES OF MERCHANTABILITY, NONINFRINGEMENT, OR FITNESS FOR A PARTICULAR PURPOSE WITH RESPECT TO THE PORTAL OR SERVICES.
7. INDEMNIFICATION.
1. Indemnification by Reseller. Reseller shall indemnify, defend and hold harmless Let It Bee and its affiliates, and their respective directors, officers, managers, members, employees, and permitted successors and assigns (each an “indemnified party”) from and against any and all claims, losses, damages, settlement payments, liabilities, costs or expenses (including reasonable attorneys’ fees and expenses) (collectively, “Losses”) arising out of or relating to: (i) any breach or alleged breach by Reseller of this Agreement; (ii) any misrepresentations made by Reseller or Reseller’s officers, employees, representatives or agents (“Reseller Personnel”); (iii) any wrongful (including unlawful, fraudulent or negligent) acts or omissions made by Reseller or Reseller Personnel; or (iv) any breach of any applicable law by Reseller (including Data Protection Laws).
2. Indemnification Procedure. Promptly after the receipt by an indemnified party of a notice of any claim or the commencement of any action that is subject to indemnification under this Section 8, the indemnified party shall: (i) notify Reseller in writing of any such claim; (ii) provide Reseller with reasonable assistance to settle or defend such claim, at Reseller’s expense; and (iii) grant to Reseller the right to control the defense and settlement of such claim, at Reseller’s expense; provided, however, that: (x) the failure to so notify shall relieve Reseller of its liability to the indemnified party only to the extent that Reseller is materially prejudiced thereby; (y) Reseller shall not, without the indemnified party’s consent (such consent not to be unreasonably withheld or delayed), agree to any settlement requiring anything other than monetary payment that will be indemnified by Reseller hereunder; and (z) the indemnified party shall have the right, at its own expense, to participate in any legal proceeding to contest and defend a claim, and to be represented by legal counsel of its choosing, but shall have no right to settle a claim without Reseller written consent, unless Reseller fails to perform its obligations set forth in this Section 8.
8. Miscellaneous.
1. Compliance with Law. Reseller shall, at its own expense, obtain all regulatory approvals, licenses, and permits necessary for, and comply with all state, federal, and local laws and regulations applicable to, the performance of its obligations under this Agreement.
2. Governing Law; Dispute Resolution; Exclusive Jurisdiction and Venue
1. This Agreement and all matters, controversies or claims arising out of or relating to this Agreement (or the subject matter hereof), shall be governed by, and construed in accordance with, the laws of the State of California, without giving effect to any principles of conflicts of law.
2. Each of the Parties irrevocably agrees that any action or proceeding arising out of, or in connection with, or relating to this Agreement which cannot be amicably resolved by the Parties through good faith negotiations shall be decided by final and binding arbitration, without any rights to appellate review, before a single retired state or federal judge or justice, or in instances of trademark, copyright, or patent disputes, a federal judge, in Los Angeles County, California. The dispute shall be governed by the JAMS Comprehensive Arbitration Rules and Procedures, unless the amount in controversy is under $500,000, and in which case, JAMS Streamlined Arbitration Rules and Procedures shall apply, which are incorporated herein by reference. Commencement of an arbitration under this Agreement may be accomplished by service of the required “Demand for Arbitration Before JAMS” in accordance with the notice requirements of this Agreement. In reaching a decision, the arbitrator shall have no authority to change, extend, modify or suspend any of the terms of this Agreement, and shall be required to follow applicable federal and state law. The arbitrator shall issue a written reasoned award, which may be entered as a judgment in any court of competent jurisdiction. The Parties, and each of them, irrevocably consent to personal jurisdiction in Los Angeles, California with respect to any disputes arising out of or related to this Agreement. The arbitrator shall have the authority to issue as part of his/her award a permanent injunction, but such authority shall not serve as a bar to any Party seeking a preliminary injunction or other form of prejudgment remedy with a court of competent jurisdiction if so allowed under applicable law. Under such circumstances, the applicant shall not be required to demonstrate that the “award to which the applicant may be entitled may be rendered ineffectual without provisional relief”, as otherwise required by Cal. Code. Civ. Proc. § 1281.8.
3. This transaction involves interstate commerce, and as such, the Parties agree that the Federal Arbitration Act applies. To the extent of a conflict between the Federal Arbitration Act and the California Arbitration Act, the Federal Arbitration Act controls.
4. Unless otherwise required by applicable law, the Parties to the arbitration shall initially share equally the costs of arbitration (including arbitrator’s fees), subject to re-allocation by the arbitrator.
5. The Parties, each of which represent and warrant that they have been afforded the right to consult with and have consulted with an attorney of their choosing regarding this Agreement, understand that by agreeing to use arbitration they are each giving up any right that they may have to a judge or jury trial with regard to those claims.
3. Severability and Complete Agreement. This Agreement constitutes the entire contract and final written expression of the Parties with respect to the subject matter herein. If any court of competent jurisdiction finds any part or provision of this Agreement to be invalid or unenforceable, such findings shall have no effect on any other part or provision of this Agreement. Each Party to this Agreement acknowledges that no representations, inducements, promises or agreements, oral or otherwise made by any Party, which are not embodied herein, shall be valid or binding.
4. Interpretation. All words used in this Agreement will be construed to be of such gender or number as the circumstances require. All exhibits and other supplements annexed hereto or referred to herein are hereby incorporated in and made a part of this Agreement as if set forth herein. The word “including” and words of similar import when used in this Agreement will mean “including, without limitation,” unless otherwise specified. The words “hereof,” “herein” and “hereunder” and words of similar import when used in this Agreement shall refer to the Agreement as a whole and not to any particular provision in this Agreement. The term “or” is not exclusive. The word “will” shall be construed to have the same meaning and effect as the word “shall.” References to days mean calendar days unless otherwise specified.
5. Successors and Assigns. This Agreement shall be binding upon, and inure to the benefit of, the Parties and their respective successors, permitted assigns, heirs, administrators and transferees. This Agreement shall not be assignable or transferable, in whole or part, by Reseller except upon the express prior written consent of Let It Bee. Let It Bee may assign any or all of its rights, or delegate any of its obligations, under this Agreement without the consent of Reseller.
6. Confidentiality. Each of Reseller and Let It Bee agrees that it and its affiliates and agents will not disclose or use any Confidential Information in any manner whatsoever other than as expressly authorized under this Agreement (including to advise Customers of the Services); provided however that (a) any of such Confidential Information may be disclosed to Reseller’s and Let It Bee’s advisors, agents and employees who need to know such Confidential Information for the sole purpose of consummating the transactions contemplated by this Agreement, and who agree to be bound by the terms of this Section to the same extent as if they were parties to this Agreement; and (b) each of Reseller and Let It Bee may disclose such Confidential Information to the extent they are legally compelled to do so, after providing reasonable advance notice of such required disclosure (to the extent permitted by applicable law) in order to enable the other Party to prevent or limit such disclosure. Each of Reseller and Let It Bee shall be responsible for any breach of this Section by any of its affiliates, employees, advisors or agents and each of Reseller and Let It Bee agrees, at its sole expense, to take commercially reasonably measures to restrain its employees, affiliates, advisors and agents from any disclosures in violation this Section. For purposes herein, “Confidential Information” shall mean all confidential or proprietary information concerning the Disclosing Party and/or its business, clients, products, services, marketing, promotional or technical information in connection with this Agreement, including trade secrets, know-how, inventions, techniques, processes, algorithms, the Portal and Portal documentation, Portal programs and any updates thereto, hardware, schematics, and Portal source documents relating to the Portal, and other information which may be disclosed or made available by one Party (the “Disclosing Party”) to the other Party (the “Receiving Party”), whether disclosed orally, in writing, or by examination or inspection, other than information which the Receiving Party can demonstrate (i) was already known to the Receiving Party, other than, to the knowledge of the Receiving Party (after reasonable inquiry) under an obligation of confidentiality, at the time of disclosure; (ii) was generally available in the public domain at the time of disclosure to the Receiving Party; (iii) became generally available in the public domain after disclosure other than through any act or omission of either Party in breach of this Agreement; (iv) was subsequently lawfully disclosed to either Party by a third party which was not, to the Receiving Party’s knowledge, under an obligation to not disclose such information; or (v) was independently developed without use of or reference to any Confidential Information disclosed by the Disclosing Party.
7. Data Processing. Through its performance of the Services, Let It Bee may process certain personal data on behalf of you or your Customers. All transfers and processing of personal data in performance of the Services is governed by Let It Bee’s privacy policy, available at https://portal.Let It Bee.com/privacy-policy or such URL as we may update from time to time.
8. Updates. We may, in our sole discretion, update this Agreement from time to time by posting the updated terms to this site or a successor site. It is your responsibility to check the Agreement periodically for changes, and your continued participation in the Reseller Program following the posting of any changes to the Agreement means you accept the new terms.
9. Records and Audit. You agree to maintain true and complete records, documents, and procedures in connection with Services, and all transactions related thereto. You shall retain all such records during the Term and for a least thirty-six (36) months (or such longer period as may be required by applicable law) after the end of the calendar year in which any Services are performed (“Record Retention Period”). You shall provide Let It Bee, upon reasonable request, an opportunity to audit such records, documents, and procedures along with other available documentation at any time during the Record Retention Period.
10. Equitable Relief. The Parties agree that a material breach of this Agreement adversely affecting Let It Bee’s Intellectual Property Rights or the Confidential Information of either Party may cause irreparable injury to such Party for which monetary damages would not be an adequate remedy and the non-breaching party shall be entitled to equitable relief (without a requirement to post a bond) in addition to any remedies it may have hereunder or at law.
11. Waivers. No right under this Agreement may be waived, except by written instrument executed by the Party who is waiving such right. No waiver of any breach of any provision of this Agreement shall be deemed a waiver of any preceding or succeeding breach of that provision or of any other provision in this Agreement.
12. Survival. The termination or expiration of this Agreement does not extinguish or otherwise affect any provisions of this Agreement which by their nature survive termination or expiration.
13. Written Notice. Please direct all communications regarding this Agreement (including written notices) to legalnotice@legalzoom.com. We may send you notices to your email address that is on file with Let It Bee, or through the Portal.
14. Remedies Cumulative. All remedies provided in this Agreement are cumulative and in addition to and not in lieu of any other remedies available to a Party under this Agreement, at law, or in equity.
15. Force Majeure. No Party, nor any of its affiliates, shall be liable for any delays or non-performance directly or indirectly resulting from a Force Majeure Event, which prevents the same from performing its obligations under this Agreement.
16. Third Party Rights; No Third-Party Beneficiaries. Nothing expressed or implied in this Agreement or any statement of work or order form entered into in connection herewith is intended to give, or shall be construed to give, any person, other than the Parties and their successors and permitted assignees, any benefit or legal or equitable right, remedy or claim under or by virtue of this Agreement except as expressly set forth herein.
17. Headings and References. The section headings in this Agreement have been inserted as a matter of convenience in reference, only, and are not intended, nor should they be construed to convey any substantive content in the interpretation of this Agreement.
18. ACTION WAIVER. THE PARTIES AGREE THAT THE RESOLUTION OF ANY DISPUTES, CLAIMS OR CONTROVERSIES BETWEEN THE PARTIES SHALL BE CONDUCTED IN THEIR INDIVIDUAL CAPACITIES ONLY AND NOT AS A CLASS ACTION OR OTHER REPRESENTATIVE ACTION, AND RESELLER EXPRESSLY WAIVES ITS RIGHT TO FILE A CLASS ACTION OR SEEK RELIEF ON A CLASS OR REPRESENTATIVE BASIS. RESELLER FURTHER AGREES THAT IT MAY BRING CLAIMS OR COMMENCE PROCEEDINGS ONLY IN ITS INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING. IF ANY COURT OR ARBITRATOR DETERMINES THAT THE CLASS ACTION WAIVER SET FORTH IN THIS PARAGRAPH IS VOID OR UNENFORCEABLE FOR ANY REASON OR THAT AN ARBITRATION CAN PROCEED ON A CLASS BASIS, THEN THE ARBITRATION PROVISIONS SET FORTH ABOVE SHALL BE DEEMED NULL AND VOID IN THEIR ENTIRETY AND THE PARTIES SHALL BE DEEMED TO HAVE NOT AGREED TO ARBITRATE DISPUTES.