Terms of Service


Last updated February 14, 2020.

Welcome

Welcome to the Terms of Service for Binti. This is an agreement (“Agreement”) between Binti, Inc. (“Binti”), the owner and operator of binti.com and you.

Throughout this document, the words “Binti,” “us,” “we,” and “our,” refer to our company, Binti, and our Site or our Service, as is appropriate in the context of the use of the words. The term “You” refers to the individual identified as the user when you register on the Site.

Binti provides an online platform that supports and connects stakeholders in an adoption with each other (“collectively, the “Services”), which Services are accessible at binti.com and any other websites through which Binti makes the Services available (collectively, the “Site”) and as applications for mobile devices (the “Application”). By using the Site or Application, you agree to comply with and be legally bound by the terms and conditions of these Terms of Service (“Terms”), whether or not you become a registered user of the Services. These Terms govern your access to and use of the Site, Application and Services and all Collective Content (defined below), and constitute a binding legal agreement between you and Binti. Please also read carefully our Privacy Policy at binti.com/privacy. If you do not agree to these Terms, you have no right to obtain information from or otherwise continue using the Site, Application or Services. Failure to use the Site, Application or Services in accordance with these Terms may subject you to civil and criminal penalties.

YOU UNDERSTAND AND AGREE THAT BINTI IS NOT A PARTY TO ANY AGREEMENTS ENTERED INTO BETWEEN EXPECTANT PARENTS, BIRTH PARENTS, PROSPECTIVE ADOPTIVE PARENTS, OR ADOPTION SERVICE PROVIDERS, NOR IS BINTI A LICENSED ADOPTION AGENCY, LAW FIRM, OR FACILITATOR. BINTI HAS NO CONTROL OVER THE CONDUCT OF EXPECTANT PARENTS, BIRTH PARENTS, PROSPECTIVE ADOPTIVE PARENTS, ADOPTION SERVICE PROVIDERS, AND OTHER USERS OF THE SITE, APPLICATION AND SERVICES, AND DISCLAIMS ALL LIABILITY IN THIS REGARD TO THE MAXIMUM EXTENT PERMITTED BY LAW. YOU UNDERSTAND THAT BINTI DOES NOT SOLICIT OR MATCH SPECIFIC BIRTH PARENTS, CHILDREN, OR PROSPECTIVE ADOPTIVE PARENTS AND THAT BINTI DOES NOT PROVIDE LEGAL OR THERAPEUTIC COUNSELING SERVICES.

Binti does not discriminate in determining to work with Members on the basis of age, gender, marital status, family size, income, race, religion, ethnic background, or sexual orientation.

Key Terms

“Adoption Service Provider” means a Member who is either a licensed adoption agency, home study organization, or adoption attorney.

“Binti Content” means all Content that Binti makes available through the Site or Services, including any Content licensed from a third party, but excluding Member Content.  

“Birth Parent” means a Member who has previously placed a child for adoption and is interested in connecting with other Members through the use of our Site and Services.

“Collective Content” means Member Content and Binti Content.  

“Content” means text, graphics, images, music, software, audio, video, information or other materials.

“Expectant Parent” means a Member who is considering adoption for his or her child and is seeking to connect with Prospective Adoptive Parents or Birth Parents through the use of our Site and Services.

“Member” means a person who completes Binti’s account registration process, including but not limited to Prospective Adoptive Parents, Expectant Parents, and Birth Parents, as described under “Account Registration” below.

“Member Content” means all Content that a Member posts, uploads, publishes, submits, transmits, or includes in profile to be made available through the Site or Services.

“Parent Profile” means an online profile created on the Site that a Prospective Adoptive Parent creates about themselves for Expectant Parents to review.

“Prospective Adoptive Parent” means a Member who is trying to adopt a child into his or her family and is interested in connecting with Expectant Parents, Birth Parents, or Adoption Service Providers through the use of our Site and Services.

YOU ACKNOWLEDGE AND AGREE THAT, BY ACCESSING OR USING THE SITE, APPLICATION OR SERVICES OR BY DOWNLOADING OR POSTING ANY CONTENT FROM OR ON THE SITE, VIA THE APPLICATION OR THROUGH THE SERVICES, YOU ARE INDICATING THAT YOU HAVE READ, AND THAT YOU UNDERSTAND AND AGREE TO BE BOUND BY THESE TERMS, WHETHER OR NOT YOU HAVE REGISTERED WITH THE SITE AND APPLICATION. IF YOU DO NOT AGREE TO THESE TERMS, THEN YOU HAVE NO RIGHT TO ACCESS OR USE THE SITE, APPLICATION, SERVICES, OR COLLECTIVE CONTENT. If you accept or agree to these Terms on behalf of a company or other legal entity, you represent and warrant that you have the authority to bind that company or other legal entity to these Terms and, in such event, “you” and “your” will refer and apply to that company or other legal entity.

You agree to keep all information gained from using our Site confidential. You agree that (1) you will use any content submitted by Expectant Parents or Prospective Adoptive Parents in accordance with applicable privacy and data protection laws; (2) you will not disclose the names or identities of any Expectant Parents listed, outside of your adoption agency or attorney; AND (3) you will take appropriate physical, technical and administrative measures to protect content you obtain through use of the Site and Service from loss, misuse, unauthorized access, disclosure, alteration or destruction. You also agree not to post, publicly disclose or disseminate any prospective adoption connections which you become aware of through our Site or Service.

There may be times when we offer a special feature that has its own terms and conditions that apply in addition to these Terms of Use. In those cases, the terms specific to the special feature control to the extent there is a conflict with these Terms of Use.

Modification

Binti reserves the right, at its sole discretion, to modify the Site, Application or Services or to modify these Terms, including the Service Fees, at any time and without prior notice. If we modify these Terms, we will either post the modification on the Site or via the Application or otherwise provide you with notice of the modification. We will also update the “Last Updated Date” at the top of these Terms. By continuing to access or use the Site, Application or Services after we have posted a modification on the Site or via the Application or have provided you with notice of a modification, you are indicating that you agree to be bound by the modified Terms. If the modified Terms are not acceptable to you, your only recourse is to cease using the Site, Application, and Services.

Binti Description of Services

Binti is a technology company committed to helping children join loving homes by supporting agencies in managing processes including but not limited to foster care and adoption, as well as assisting families in applying to become foster and adoptive families. 

Assumption of Risks and Waiver / Release of Liability

Members hereby agree to indemnify Binti and waives, releases and forever discharges Binti, including its employees, contractors, officers, and attorneys from any claims, demands, charges, causes of action, liabilities, penalties, and costs that the Member may have now or in the future against Binti or its employees, contractors, officers, and attorneys.

Members hereby agree to indemnify Binti and waive, release and forever discharge Binti, including its employees, contractors, officers, and attorneys from any claims, demands, charges, causes of action, liabilities, penalties, and costs that the Member may have now or in the future against other agencies, government bodies, doctor, nurse, hospital, adoption facilitator, attorney, or any other individual or organization.

The above indemnities shall survive the termination of this Agreement.

Your Responsibilities

You are responsible for your use of the Site and Service and for any use of the Site or Service made using your account. You agree not to access, copy, or otherwise use the Site or the Service, including our intellectual property and trademarks, except as authorized by this Agreement or as otherwise authorized in writing by Binti. Remember when using Binti we ask you to act reasonably and responsibly with others. Your continued access to our Site and use of our Service are contingent on your agreement to act in a proper manner. When using our Site and Service:

You agree to act within the bounds of common decency when using our Site. You agree not to stalk, harass, bully or harm another individual. You will not use our Site to post any false, misleading, unlawful, defamatory, obscene, invasive, threatening, harassing, inflammatory, fraudulent information or content about a company or individual.You are responsible for any activity that occurs through your account and you agree you will not sell, transfer, license or assign your account or any account rights. With the exception of people or businesses that are expressly authorized to create accounts on behalf of their employers or clients, Binti prohibits the creation of and you agree that you will not create an account for anyone other than yourself. You agree not to impersonate any person or entity, use a fictitious name, or misrepresent your affiliation with a person or entity.

You also represent that all information you provide or provided to Binti upon registration and at all other times will be true, accurate, current and complete and you agree to update your information as necessary to maintain its truth and accuracy.

You agree that you will not solicit, collect or use the login credentials of other Binti users.

You will not use Binti if you are under 13.

You will not collect or harvest any personally identifiable information, including account names, from the Service.

You are responsible for keeping your passwords and account secret and secure.

You shall not infringe on any third party’s copyright, patent, trademark, trade secret or other proprietary rights or rights of publicity or privacy.

You may not use the Service for any illegal or unauthorized purpose. You agree to comply with all laws, rules and regulations (for example, federal, state, local and provincial) applicable to your use of the Service and your Content, including but not limited to, copyright laws.

You are solely responsible for your conduct and any data, text, files, information, usernames, applications, links and other content or materials (collectively, “Content“) that you submit via the Service.

You must not change, modify, adapt or alter the Service or change, modify or alter another website so as to falsely imply that it is associated with the Service or Binti.

You agree not to interfere or disrupt our Site, Application, or Services,, including by transmitting any worms, viruses, cancel bots, Trojan horses, harmful code, flood pings, denial-of-service attacks, backdoors, packet or IP spoofing, spyware, malware, forged routing or electronic mail address information or similar methods of technology. You may not inject content or code or otherwise alter or interfere with the way any Binti page is rendered or displayed in a user’s browser or device.

You agree not to create accounts with the Service through unauthorized means, including but not limited to, using an automated device, script, bot, spider, crawler or scraper.

You agree not to restrict another user from using or enjoying the Service and you must not encourage or facilitate violations of these Terms of Use or any other Binti terms.

You agree not to violate any requirements, procedures, policies or regulations of networks connected to Binti.

You agree to not violate any law or regulation, and you are responsible for such violations.

You agree not to cause, or aid in, the destruction, manipulation, removal, disabling, or impairment of any portion of our Site, including the de-indexing or de-caching of any portion of our Site from a third party’s website, such as by requesting its removal from a search engine.

You will not upload any Content to our Site that includes any third party intellectual property unless you have permission from the owner to use it in the specific manner that you used it.

Binti may terminate your account for violating one or more of your responsibilities, for violating applicable federal or state law, any other provision in this Agreement, or for any other lawful purpose or at our discretion, with or without notice. If you violate the letter or spirit of these Terms of Use, or otherwise create risk or possible legal exposure for Binti, we may stop providing all or part of the Service to you.

General Conditions

We reserve the right to modify or terminate the Service or your access to the Service for any reason without liability to you. Upon termination, all licenses and other rights granted to you in these Terms of Use will immediately cease.

We reserve the right to refuse access to the Service to anyone for any reason at any time.

We reserve the right to force forfeiture of any username for any reason.

We may, but have no obligation to, remove, edit, block, and/or monitor Content or accounts containing Content that we determine in our sole discretion violates these Terms of Use.

You are solely responsible for your interaction with other users of the Service, whether online or offline. You agree that Binti is not responsible or liable for the conduct of any user.

Binti does not represent or endorse the accuracy or reliability of any advice, opinion, statement, or other information displayed or distributed through third parties, including but not limited to adoption agencies and partners of Binti. You acknowledge that any reliance upon such opinion, statement, advice, memorandum or information of third parties shall be at your sole risk.

Binti is not responsible for the acts, conduct, or content of third parties. Any dealings between you and third parties are solely between you and the third parties. Binti is not responsible and will not be held liable for any negligent acts committed by third parties.

You agree that you are responsible for all data charges you incur through use of the Service.

You will not use manual or automated software, devices, scripts, robots, backdoors or other means or processes to access, “scrape,” “crawl” or “spider” any web pages or other services contained in the Site, Application, Services or Collective Content.

There may be links from the Service, or from communications you receive from the Service, to third-party web sites or services. These third party web sites or services may include adoption agencies. There may also be links to third-party web sites or features in images or comments within the Service. The Service also may include third-party content that we do not control, maintain or endorse. Functionality on the Service may also permit interactions between the Service and a third-party web site or feature, including applications that connect the Service. Binti does not control any of these third-party web services or any of their content. You expressly acknowledge and agree that Binti is in no way responsible or liable for any such third-party online or offline services.

Our Role

Binti does not act as an Adoption Service Provider. Binti provides Expectant Parents an online platform and the software tools to enable them to find and connect with Prospective Adoptive Parents. Binti also provide Expectant Parents support services, such as peer support and access to our Birth Parent Support Forum.

Prospective Adoptive Parents and Expectant Parents are solely responsible for any issues arising from the use of the Binti software or their use of the Service. Any agreements created between Prospective Adoptive Parents and Expectant Parents are not binding on Binti. Binti is not liable for, or obligated to enforce, any agreements between Prospective Adoptive Parents and Expectant Parents. You will not consider Binti, nor will Binti be construed as, a party to such transactions, whether or not Binti receives some form of remuneration in connection with the transaction, and Binti will not be liable for any costs or damages arising out of or related to such transaction.

No contractual obligations are created for either the Prospective Adoptive Parents or the Expectant Parents through the use of the Service. The Expectant Parent is not obligated to place their child with any Prospective Adoptive Parent at all. Prospective Adoptive Parents are not obligated to adopt an Expectant Parent’s child.

Rights

  1. Binti does not claim ownership of any Content that you post on or through the Service. Instead, you hereby grant to Binti a non-exclusive, fully paid and royalty-free, transferable, sub-licensable, worldwide license to use the Content that you submit through the Service.
  2. You represent and warrant that: (i) you own the Content posted by you on or through the Service or otherwise have the right to grant the rights and licenses set forth in these Terms of Use; (ii) the posting and use of your Content on or through the Service does not violate, misappropriate or infringe on the rights of any third party, including, without limitation, privacy rights, publicity rights, copyrights, trademark and/or other intellectual property rights;  and (iii) you have the legal right and capacity to enter into these Terms of Use in your jurisdiction.
  3. Binti Content is protected by copyright, trademark, patent, trade secret and other laws, and, as between you and Binti, Binti owns and retains all rights in the Binti Content and the Service. You will not remove, alter or conceal any copyright, trademark, service mark or other proprietary rights notices incorporated in or accompanying the Binti Content and you will not reproduce, modify, adapt, prepare derivative works based on, perform, display, publish, distribute, transmit, broadcast, sell, license or otherwise exploit the Binti Content.
  4. The Binti name and logo are trademarks of Binti, and may not be copied, imitated or used, in whole or in part, without the prior written permission of Binti. In addition, all page headers, custom graphics, button icons and scripts are service marks, trademarks and/or trade dress of Binti, and may not be copied, imitated or used, in whole or in part, without prior written permission from Binti.
  5. Although it is Binti’s intention for the Service to be available as much as possible, there will be occasions when the Service may be interrupted, including, without limitation, for scheduled maintenance or upgrades, for emergency repairs, or due to failure of telecommunications links and/or equipment. Also, Binti reserves the right to remove any Content from the Service for any reason, without prior notice. Content removed from the Service may continue to be stored by Binti, including, without limitation, in order to comply with certain legal obligations, but may not be retrievable without a valid court order. Consequently, Binti encourages you to maintain your own backup of your Content. In other words, Binti is not a backup service and you agree that you will not rely on the Service for the purposes of Content backup or storage. Binti will not be liable to you for any modification, suspension, or discontinuation of the Services, or the loss of any Content. You also acknowledge that the Internet may be subject to breaches of security and that the submission of Content or other information may not be secure.
  6. You agree that Binti is not responsible for, and does not endorse, Content posted within the Service. Binti does not have any obligation to prescreen, monitor, edit, or remove any Content. If your Content violates these Terms of Use, you may bear legal responsibility for that Content.
  7. It is Binti’s policy not to accept or consider content, information, ideas, suggestions or other materials other than those we have specifically requested and to which certain specific terms, conditions and requirements may apply. This is to avoid any misunderstandings if your ideas are similar to those we have developed or are developing independently. Accordingly, Binti does not accept unsolicited materials or ideas, and takes no responsibility for any materials or ideas so transmitted. If, despite our policy, you choose to send us content, information, ideas, suggestions, or other materials, you further agree that Binti is free to use any such content, information, ideas, suggestions or other materials, for any purposes whatsoever, including, without limitation, developing and marketing products and services, without any liability or payment of any kind to you.

Disclaimer of Warranties

THE SERVICE, INCLUDING, WITHOUT LIMITATION, BINTI CONTENT, IS PROVIDED ON AN “AS IS”, “AS AVAILABLE” AND “WITH ALL FAULTS” BASIS. TO THE FULLEST EXTENT PERMISSIBLE BY LAW, NEITHER BINTI NOR ANY EMPLOYEES, MANAGERS, OFFICERS OR AGENTS (COLLECTIVELY, THE “BINTI PARTIES”) MAKE ANY REPRESENTATIONS OR WARRANTIES OR ENDORSEMENTS OF ANY KIND WHATSOEVER, EXPRESS OR IMPLIED, AS TO: (A) THE SERVICE; (B) THE BINTI CONTENT; (C) USER CONTENT; OR (D) SECURITY ASSOCIATED WITH THE TRANSMISSION OF INFORMATION TO BINTI OR VIA THE SERVICE. IN ADDITION, THE BINTI PARTIES HEREBY DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, TITLE, CUSTOM, TRADE, QUIET ENJOYMENT, SYSTEM INTEGRATION AND FREEDOM FROM COMPUTER VIRUS.

THE BINTI PARTIES DO NOT REPRESENT OR WARRANT THAT THE SERVICE WILL BE ERROR-FREE OR UNINTERRUPTED; THAT DEFECTS WILL BE CORRECTED; OR THAT THE SERVICE OR THE SERVER THAT MAKES THE SERVICE AVAILABLE IS FREE FROM ANY HARMFUL COMPONENTS, INCLUDING, WITHOUT LIMITATION, VIRUSES. THE BINTI PARTIES DO NOT MAKE ANY REPRESENTATIONS OR WARRANTIES THAT THE INFORMATION (INCLUDING ANY INSTRUCTIONS) ON THE SERVICE IS ACCURATE, COMPLETE, OR USEFUL. YOU ACKNOWLEDGE THAT YOUR USE OF THE SERVICE IS AT YOUR SOLE RISK. THE BINTI PARTIES DO NOT WARRANT THAT YOUR USE OF THE SERVICE IS LAWFUL IN ANY PARTICULAR JURISDICTION, AND THE BINTI PARTIES SPECIFICALLY DISCLAIM SUCH WARRANTIES. SOME JURISDICTIONS LIMIT OR DO NOT ALLOW THE DISCLAIMER OF IMPLIED OR OTHER WARRANTIES SO THE ABOVE DISCLAIMER MAY NOT APPLY TO YOU TO THE EXTENT SUCH JURISDICTION’S LAW IS APPLICABLE TO YOU AND THESE TERMS OF USE.

BY ACCESSING OR USING THE SERVICE YOU REPRESENT AND WARRANT THAT YOUR ACTIVITIES ARE LAWFUL IN EVERY JURISDICTION WHERE YOU ACCESS OR USE THE SERVICE.

YOU AGREE THAT YOU ARE SOLELY RESPONSIBLE FOR ALL OF YOUR COMMUNICATIONS AND INTERACTIONS WITH OTHER USERS OF THE SITE AND SERVICE.

THE BINTI PARTIES DO NOT ENDORSE CONTENT AND SPECIFICALLY DISCLAIM ANY RESPONSIBILITY OR LIABILITY TO ANY PERSON OR ENTITY FOR ANY LOSS, DAMAGE (WHETHER ACTUAL, CONSEQUENTIAL, PUNITIVE OR OTHERWISE), INJURY, CLAIM, LIABILITY OR OTHER CAUSE OF ANY KIND OR CHARACTER BASED UPON OR RESULTING FROM ANY CONTENT.

Limitation of Liability; Waiver

UNDER NO CIRCUMSTANCES WILL THE BINTI PARTIES BE LIABLE TO YOU FOR ANY LOSS OR DAMAGES OF ANY KIND (INCLUDING, WITHOUT LIMITATION, FOR ANY DIRECT, INDIRECT, ECONOMIC, EXEMPLARY, SPECIAL, PUNITIVE, INCIDENTAL OR CONSEQUENTIAL LOSSES OR DAMAGES) THAT ARE DIRECTLY OR INDIRECTLY RELATED TO: (A) THE SERVICE; (B) THE BINTI CONTENT; (C) USER CONTENT; (D) YOUR USE OF, INABILITY TO USE, OR THE PERFORMANCE OF THE SERVICE; (E) ANY ACTION TAKEN IN CONNECTION WITH AN INVESTIGATION BY THE BINTI PARTIES OR LAW ENFORCEMENT AUTHORITIES REGARDING YOUR OR ANY OTHER PARTY’S USE OF THE SERVICE; (F) ANY ACTION TAKEN IN CONNECTION WITH COPYRIGHT OR OTHER INTELLECTUAL PROPERTY OWNERS; (G) ANY ERRORS OR OMISSIONS IN THE SERVICE’S OPERATION; OR (H) ANY DAMAGE TO ANY USER’S COMPUTER, MOBILE DEVICE, OR OTHER EQUIPMENT OR TECHNOLOGY INCLUDING, WITHOUT LIMITATION, DAMAGE FROM ANY SECURITY BREACH OR FROM ANY VIRUS, BUGS, TAMPERING, FRAUD, ERROR, OMISSION, INTERRUPTION, DEFECT, DELAY IN OPERATION OR TRANSMISSION, COMPUTER LINE OR NETWORK FAILURE OR ANY OTHER TECHNICAL OR OTHER MALFUNCTION, INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOST PROFITS, LOSS OF GOODWILL, LOSS OF DATA, WORK STOPPAGE, ACCURACY OF RESULTS, OR COMPUTER FAILURE OR MALFUNCTION, EVEN IF FORESEEABLE OR EVEN IF THE BINTI PARTIES HAVE BEEN ADVISED OF OR SHOULD HAVE KNOWN OF THE POSSIBILITY OF SUCH DAMAGES, WHETHER IN AN ACTION OF CONTRACT, NEGLIGENCE, STRICT LIABILITY OR TORT (INCLUDING, WITHOUT LIMITATION, WHETHER CAUSED IN WHOLE OR IN PART BY NEGLIGENCE, ACTS OF GOD, TELECOMMUNICATIONS FAILURE, OR THEFT OR DESTRUCTION OF THE SERVICE). IN NO EVENT WILL THE BINTI PARTIES BE LIABLE TO YOU OR ANYONE ELSE FOR LOSS, DAMAGE OR INJURY, INCLUDING, WITHOUT LIMITATION, DEATH OR PERSONAL INJURY.

YOU AGREE THAT IN THE EVENT YOU INCUR ANY DAMAGES, LOSSES OR INJURIES THAT ARISE OUT OF BINTI’S ACTS OR OMISSIONS, THE DAMAGES, IF ANY, CAUSED TO YOU ARE NOT IRREPARABLE OR SUFFICIENT TO ENTITLE YOU TO AN INJUNCTION PREVENTING ANY EXPLOITATION OF ANY WEB SITE, SERVICE, PROPERTY, PRODUCT OR OTHER CONTENT OWNED OR CONTROLLED BY THE BINTI PARTIES, AND YOU WILL HAVE NO RIGHTS TO ENJOIN OR RESTRAIN THE DEVELOPMENT, PRODUCTION, DISTRIBUTION, ADVERTISING, EXHIBITION OR EXPLOITATION OF ANY WEBSITE, PROPERTY, PRODUCT, SERVICE, OR OTHER CONTENT OWNED OR CONTROLLED BY THE BINTI PARTIES.

BY ACCESSING THE SERVICE, YOU UNDERSTAND THAT YOU MAY BE WAIVING RIGHTS WITH RESPECT TO CLAIMS THAT ARE AT THIS TIME UNKNOWN OR UNSUSPECTED, AND IN ACCORDANCE WITH SUCH WAIVER, YOU ACKNOWLEDGE THAT YOU HAVE READ AND UNDERSTAND, AND HEREBY EXPRESSLY WAIVE, THE BENEFITS OF SECTION 1542 OF THE CIVIL CODE OF CALIFORNIA, AND ANY SIMILAR LAW OF ANY STATE OR TERRITORY, WHICH PROVIDES AS FOLLOWS: “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM MUST HAVE MATERIALLY AFFECTED HIS SETTLEMENT WITH THE DEBTOR.”

BINTI IS NOT RESPONSIBLE FOR THE ACTIONS, CONTENT, INFORMATION, OR DATA OF THIRD PARTIES, AND YOU RELEASE US, OUR DIRECTORS, OFFICERS, EMPLOYEES, AND AGENTS FROM ANY CLAIMS AND DAMAGES, KNOWN AND UNKNOWN, ARISING OUT OF OR IN ANY WAY CONNECTED WITH ANY CLAIM YOU HAVE AGAINST ANY SUCH THIRD PARTIES.

Indemnification

You and any third party for whom you operate an account or activity on the Service agree to defend (at Binti’s request), indemnify and hold the Binti Parties harmless from and against any claims, liabilities, damages, losses, and expenses, including without limitation, reasonable attorney’s fees and costs, arising out of or in any way connected with any of the following (including as a result of your direct activities on the Service or those conducted on your behalf): (i) your Content or your access to or use of the Service; (ii) your breach or alleged breach of these Terms of Use; (iii) your violation of any third-party right, including without limitation, any intellectual property right, publicity, confidentiality, property or privacy right; (iv) your violation of any laws, rules, regulations, codes, statutes, ordinances or orders of any governmental and quasi-governmental authorities, including, without limitation, all regulatory, administrative and legislative authorities; (v) any misrepresentation made by you; or (vi) any acts, conduct, or content by third parties, including but not limited to any negligent acts or omissions.. You will cooperate as fully required by Binti in the defense of any claim. Binti reserves the right to assume the exclusive defense and control of any matter subject to indemnification by you, and you will not in any event settle any claim without the prior written consent of Binti.

Choice of Law

These Terms of Use are governed by and construed in accordance with the laws of the State of California. For any action at law or in equity relating to the arbitration provision of these Terms of Use you agree to resolve any dispute you have with Binti exclusively in a state or federal court located in San Francisco, California, and to submit to the personal jurisdiction of the courts located in San Francisco County for the purpose of litigating all such disputes.

If any provision of these Terms of Use is held to be unlawful, void, or for any reason unenforceable during arbitration or by a court of competent jurisdiction, then that provision will be deemed severable from these Terms of Use and will not affect the validity and enforceability of any remaining provisions. Binti’s failure to insist upon or enforce strict performance of any provision of these Terms will not be construed as a waiver of any provision or right. No waiver of any of these Terms will be deemed a further or continuing waiver of such term or condition or any other term or condition. Binti reserves the right to change this dispute resolution provision, but any such changes will not apply to disputes arising before the effective date of the amendment. This dispute resolution provision will survive the termination of any or all of your transactions with Binti.

Dispute Resolution

You and Binti agree that in the event there is any complaint, grievance, controversy or dispute arising under this Agreement (whether or not such dispute involves a third party), you shall use good faith efforts to resolve such dispute or controversy amicably. In the event the good faith efforts to resolve such dispute or controversy amicably are not successful, the dispute or controversy arising out of, or in connection with this Agreement shall be resolved exclusively by binding arbitration conducted by a single neutral arbitrator generally qualified in the subject matter of the dispute. The arbitration shall be conducted in accordance with the Commercial Arbitration Rules of the American Arbitration Association and shall be held in California. Applicant agrees to arbitrate and therefore agrees to waive any right to trial by jury with respect to, all disputes arising from or in relation to this Agreement, including but not limited to any statutory claims under state or federal law. In no event shall the liability of Binti, its board of directors, its employees or its agents exceed a total cumulative amount equal to the fees paid by the Applicant to Binti hereunder.

You may bring claims only on your own behalf. Neither you nor Binti will participate in a class action or class-wide arbitration for any claims covered by this agreement. You also agree not to participate in claims brought in a private attorney general or representative capacity, or consolidated claims involving another person’s account, if Binti is a party to the proceeding. This dispute resolution provision will be governed by the Federal Arbitration Act. In the event the American Arbitration Association is unwilling or unable to set a hearing date within one hundred and sixty (160) days of filing the case, then either Binti or you can elect to have the arbitration administered instead by the Judicial Arbitration and Mediation Services. Judgment on the award rendered by the arbitrator may be entered in any court having competent jurisdiction. Any provision of applicable law notwithstanding, the arbitrator will not have authority to award damages, remedies or awards that conflict with these Terms of Use.

If the prohibition against class actions and other claims brought on behalf of third parties contained above is found to be unenforceable, the rest of the language in this Arbitration section remains in full force and effect. This arbitration agreement survives the termination of your relationship with Binti.

Time Limitation on Claims

You agree that any claim you may have arising out of or related to your relationship with Binti must be filed within one year after such claim arose; otherwise, your claim is permanently barred.

Force Majeure

You agree that we are not responsible to you for anything that we may otherwise be responsible for, if it is the result of events beyond our control, including, but not limited to, acts of God, war, insurrection, riots, terrorism, crime, labor shortages (including lawful and unlawful strikes), embargoes, postal disruption, communication disruption, failure or shortage of infrastructure, shortage of materials, or any other event beyond our control.

Non-Waiver

We reserve all rights permitted to us under this Agreement as well as under the provisions of any applicable law. Our non-enforcement of any particular provision or provisions of this Agreement or the any applicable law should not be construed as our waiver of the right to enforce that same provision under the same or different circumstances at any time in the future.

Notice

Where Binti requires that you provide an e-mail address, you are responsible for providing Binti with your most current e-mail address. In the event that the last e-mail address you provided to Binti is not valid, or for any reason is not capable of delivering to you any notices required or permitted by this Agreement, Binti’s dispatch of the e-mail containing such notice will nonetheless constitute effective notice. You may give notice to Binti via email at contact@binti.com and such notice shall be deemed given when sent by confirmed e-mail.

Electronic Communications

The communications between you and Binti use electronic means, whether you visit the Site or the Service or send Binti emails, or whether Binti posts notices on the Site or Service or communications with you via email. For contractual purposes, you (1) consent to receive communications from Binti in an electronic form; and (2) agree that all terms, conditions, agreements, notices, disclosures, and other communications that Binti provides to you electronically satisfy any legal requirement that such communications would satisfy if it were to be in writing. The foregoing does not affect your statutory rights.

Entire Agreement

If you are using the Service on behalf of a legal entity, you represent that you are authorized to enter into an agreement on behalf of that legal entity. These Terms of Use constitute the entire agreement between you and Binti and governs your use of the Service, superseding any prior agreements between you and Binti. You will not assign the Terms of Use or assign any rights or delegate any obligations hereunder, in whole or in part, whether voluntarily or by operation of law, without the prior written consent of Binti. Any purported assignment or delegation by you without the appropriate prior written consent of Binti will be null and void. Binti may assign these Terms of Use or any rights hereunder without your consent. If any provision of these Terms of Use is found by a court of competent jurisdiction to be invalid or otherwise unenforceable, the parties nevertheless agree that such portion will be deemed severable from these Terms of Use and will not affect the validity and enforceability of the remaining provisions, and the remaining provisions of the Terms of Use remain in full force and effect. Neither the course of conduct between the parties nor trade practice will act to modify the Terms of Use. These Terms of Use do not confer any third-party beneficiary rights.

Territorial Restrictions

The information provided within the Service is not intended for distribution to or use by any person or entity in any jurisdiction or country where such distribution or use would be contrary to law or regulation or which would subject Binti to any registration requirement within such jurisdiction or country. We reserve the right to limit the availability of the Service or any portion of the Service, to any person, geographic area, or jurisdiction, at any time and in our sole discretion, and to limit the quantities of any content, program, product, service or other feature that Binti provides.

Software related to or made available by the Service may be subject to United States export controls. Thus, no software from the Service may be downloaded, exported or re-exported: (a) into (or to a national or resident of) any country to which the United States has embargoed goods; or (b) to anyone on the U.S. Treasury Department’s list of Specially Designated Nationals or the U.S. Commerce Department’s Table of Deny Orders. By downloading any software related to the Service, you represent and warrant that you are not located in, under the control of, or a national or resident of, any such country or on any such list.

California Users And Residents

Pursuant to California Civil Code Section 1789.3, any questions about pricing, complaints, or inquiries about Binti must be addressed to our agent for notice and sent via email to contact@binti.com.

Lastly, California users are also entitled to the following specific consumer rights notice: The Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs may be contacted in writing at 1625 North Market Blvd., Sacramento, CA 95834, or by telephone at (916) 445-1254 or (800) 952-5210.

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