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Terms of Service

This is a legal agreement (“Agreement”) between User and Beech Valley Solutions (Beech Valley, a Georgia corporation (“Beech Valley” “us”, “our”, or “we”), which may be contacted at contact@beechvalley.com. This Agreement applies to the access and use of the Beech Valley website, BeechValley.com, including the website’s mobile and online versions (each, our “Platform”), and the accompanying application. By using our Platform, User is bound by this Agreement (as well as our Privacy Policy) for as long as User continues to use the Platform. IF USER DOES NOT AGREE TO BE BOUND BY THIS AGREEMENT, USER SHOULD NOT USE THE PLATFORM. User’s use of, or participation in, the Platform may be subject to additional terms, and such terms will be either listed in this Agreement or will be presented to User for User’s acceptance when User signs up to use the Platform and which are incorporated into and form part of this Agreement.

The Platform consists of the following, without limitation: services connecting organizations with vetted Accounting, Finance, and IT consultants on demand, allowing our Clients to flex up for special projects and busy seasons on demand, as well as to back fill open positions within their organization. Our Platform also consists of any additional services currently offered or which will be offered in the future by or on behalf of Beech Valley. Beech Valley may offer a new platform or revise any of the existing Platform, at its discretion, and this Agreement will apply to all additional platforms or revised Platform. Beech Valley also reserves the right to cease offering any part of the Platform or the Platform altogether.

This Agreement is subject to change by Beech Valley in its sole discretion at any time. We will notify User of any such changes by posting an updated version of the Agreement on this page. User’s continued use of the Platform after the posting of revisions to this Agreement will constitute User’s acceptance of such revisions. Please consult the end of this Agreement to determine when the Agreement was last revised.

  1. Definitions

Platform: The Beech Valley website and app.

Applicant: Someone who applies to Beech Valley through a posting on a job board, through our website, or through direct communication with a Beech Valley recruiter. Applicants may be applying for specific jobs for a particular client, or they may be applying to join our network.

Consultant: Someone who has passed our vetting process and is available for work.

Client: Someone who is interested in hiring a Beech Valley consultant. Clients may have accounts on the Platform to perform their own searches. Beech Valley, within its sole discretion, may require a Client to enter into a separate Beech Valley Independent Contractor Agreement. The terms of such Independent

Contractor Agreement shall supplement the terms of this Agreement. In the event of a conflict between the terms of such Independent Contractor Agreement and this Agreement, the terms of this Agreement shall apply.

User: Either an Applicant, Consultant, or Client, or any combination of the three.

Outreach:When Beech Valley performs a custom search for a Consultant.

An Applicant may apply to join the Beech Valley network, may apply to a specific job posting, or may be contacted directly by a Beech Valley recruiter during Outreach. There is no guarantee that an Applicant will be invited to join the Beech Valley network to become a Consultant, nor is there any guarantee that an Applicant will be considered for Client projects.

An Applicant may be required to take and pass an online assessment and pass a background check prior to becoming a Consultant in the Beech Valley network.

  1. Eligibility

 

    1. Minimum Age. Applicant must be at least 18 years old to register for the Platform. By using the Platform, Applicant represents and warrants that Applicant is at least 18 years old.
    2. Criminal History. By requesting to use, registering to use, and/or using the Platform, Applicant represents and warrants that Applicant has never been convicted of a felony (or other indictable offense) and/or is not required to register as a sex offender with any government entity. BEECH VALLEY DOES NOT CURRENTLY CONDUCT CRIMINAL BACKGROUND SCREENINGS ON ITS APPLICANTS. However, to the extent permissible by applicable law, Beech Valley reserves the right to conduct any criminal background check, at any time and using available public records, to confirm Applicant’s compliance with this subsection. BY AGREEING TO THESE TERMS AND CONDITIONS, APPLICANT HEREBY AUTHORIZES ANY SUCH CHECK IF IT IS LEGALLY PERMISSIBLE IN APPLICANT’S JURISDICTION.
    3. Professional Background Verification. The Platform may require Applicant’s completion of a test for Beech Valley to determine whether Applicant will become a Consultant.
  1. Use of the Platform

As a User of any of the Platform, you agree to the following:

    1. Exclusive Use. User’s account is for his or her personal use only. User may not authorize others to use User’s account, and User may not assign or otherwise transfer User’s account to any other person or entity, except if previously agreed to by us. User acknowledges that Beech Valley is not responsible for third party access to User’s account that results from theft or misappropriation of User’s user names and passwords.
    2. Geographic Limitations. The Platform is intended for use in the United States only. Beech Valley reserves the right to not provide, or to stop providing, the Platform in any jurisdiction at any time in its sole discretion. User will only use the Platform in a manner consistent with this Agreement and any and all applicable local, state, national and international laws and regulations. Registration for, and use of, the Platform is void where prohibited by any such laws or regulations. User is responsible for determining whether the use of the Platform is legal in User’s jurisdiction.
    3. Information Submitted. To the extent permitted by law, User is solely responsible for, and assumes all liability regarding, (i) the information and content User contributes to the Platform; and (ii) the information and content User posts, transmits, publishes, or otherwise makes available (hereinafter “post”) through the Platform. User warrants and represents that all information provided to Beech Valley through our Platform or otherwise will be truthful, accurate, and complete, and will be submitted only for lawful purposes. Details of how Beech Valley may use information User provides or posts which is personal to User are set out in our Privacy Policy.
    4. Risk Assumption and Precautions. User assumes all risk when using the Platform, including but not limited to all of the risk associated with any online or offline interactions with others.
    5. No Guarantees. Beech Valley may not be able to provide a fit for everyone seeking to use its Platform. Further, Beech Valley makes no guarantees as to the number or frequency of Clients it may refer a Consultant to.
    6. Content Removal. Beech Valley reserves the right, but has no obligation, to monitor the information or material User submits to the Platform or posts in the public areas of the Platform. Beech Valley will have the right to remove any such information or material that in its sole opinion violates, or may violate, any applicable law or either the letter or spirit of this Agreement or upon the reasonable request of any third party.
    7. No False Information. User will not provide inaccurate, misleading or false information to Beech Valley or to any Client. If information provided to Beech Valley or to a Client subsequently becomes inaccurate, misleading or false, User will promptly notify Beech Valley of such change.
    8. Reverse Engineering and Non-Interference. In addition to any Beech Valley information or documents containing information that constitute a “trade secret” as that term is defined in the Uniform Trade Secrets Act as of September 16, 2015, the following will be deemed trade secrets of Beech Valley and User will treat the following as our trade secrets to the extent they have not been made public by us: (i) all source code, data and configuration files within or comprising our Platform or used to receive content from, or deliver content to the Platform, and all documentation relating thereto; (ii) all financial information relating to Beech Valley or its affiliates; and (iii) all Platform plans of Beech Valley or its affiliates. By consenting to the terms of this Agreement, User acknowledges and agrees that such information has independent economic value due to it not being generally known or available to others, and that Beech Valley takes reasonable measures to protect the confidentiality and secrecy of such information. User agrees not to, and warrants and represents that User will not, engage in any activity, assist any third party in engaging in any activity, or attempt in any way, or assist any third party in attempting in any way, to: (v) discover or use any trade secrets of Beech Valley without Beech Valley’s prior written consent; (vi) reverse engineer or otherwise discover any source code utilized by our Platform or any client or other software provided by us; or (vii) breach, discover, circumvent, disable or otherwise compromise any security, encryption, password protection, or other feature or mechanism used by us or our Platform to protect the Platform or any data, hardware, software or server used in connection with it.

As a Client accessing the Platform, you agree to the following:

Non-Circumvention. You acknowledge and agree that a substantial portion of the compensation Beech Valley receives for making the Platform available to you is collected through the course of a project where a Consultant is placed with a Client. Beech Valley only receives compensation when a Consultant is engaged through Beech Valley. Therefore, you agree to include Beech Valley in the act of hiring any Consultant identified through the Platform, assuming the act of hiring occurs within 24 months of identifying Consultant on the Platform (“Non-Circumvention Period”). If you did not identify Consultant through the Platform, such as if you and the Consultant previously worked together, then the Non-Circumvention Period does not apply. Alternatively, Client may pay a “Conversion Fee” related to a specified Consultant, which will be negotiated and agreed upon by Client and Beech Valley, which will allow the Client to work directly with the related Consultant.

  1. Proprietary Rights

 

    1. Ownership of Proprietary Information. User hereby acknowledges and agrees that Beech Valley is the owner or licensee of highly valuable proprietary information accessible on or through the Platform, including but not limited to, all Confidential Information.
    2. No Use of Confidential Information. User will not post, copy, modify, transmit, disclose, show in public, create any derivative works from, distribute, make commercial use of, or reproduce in any way any (i) Confidential Information or (ii) other copyrighted material, trademarks, or other proprietary information accessible via the Platform, without first obtaining the prior written consent of the owner of such proprietary rights.
  1. User Information

 

    1. Privacy Statement. We will only use User’s information in accordance with our Privacy Policy. For information about the collection, use and possible disclosure of information and material provided by User, please click on Beech Valley’s Privacy Policy located on our website. By using the Platform, User is consenting to the terms of Beech Valley’s Privacy Policy.
    2. Disclosure By Law. User acknowledges and agrees that Beech Valley may disclose information User provides in accordance with our Privacy Policy, including, if required to do so by law, at the request of certain third parties, or if we, in our sole discretion, believe that disclosure is reasonable to (1) comply with the law, requests or orders from law enforcement, or any legal process (whether or not such disclosure is required by applicable law); (2) protect or defend Beech Valley’s, or a third party’s, rights or property; or (3) protect someone’s health or safety, such as when harm or violence against any person (including the User) is threatened.
    3. Use of Anonymous Information for Research. As set forth in our Privacy Policy, by using the Platform, User agrees to allow Beech Valley to anonymously use the information from User and User’s experiences through the Platform to continue Beech Valley’s efforts at improving the Platform.
  1. Links to Third-Party Web Sites / Dealings with Advertisers and Sponsors

The Platform does not currently advertise any third-party goods or services and does not contain links to third-party websites. Beech Valley reserves its rights to advertise on the Platform and include third-party website links on the Platform, including without limitation, advertisers, which are not under the control of Beech Valley, and Beech Valley is not responsible for the content of any linked website or any link contained in a linked website, or any changes or updates to such websites.

  1. Disclaimer of Warranty

 

    1. No Warranties or Conditions. THIS SECTION WILL APPLY TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW AND SUBJECT ALWAYS TO CLAUSE 7 (LIMITATION OF LIABILITY) BELOW. BEECH VALLEY PROVIDES THE PLATFORM ON AN “AS IS” AND “AS AVAILABLE” BASIS AND MAKES NO AND DISCLAIMS ALL REPRESENTATIONS, WARRANTIES AND CONDITIONS OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, COLLATERAL OR OTHERWISE WITH RESPECT TO THE PLATFORM OR THE SITE (INCLUDING ALL CONTENT AND INFORMATION CONTAINED THEREIN), INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT. BEECH VALLEY DOES NOT REPRESENT OR WARRANT THAT USER’S USE OF THE PLATFORM WILL BE SECURE, UNINTERRUPTED, ALWAYS AVAILABLE, FREE OF ERRORS, VIRUSES, BUGS OR OTHER HARMFUL COMPONENTS, OR WILL MEET APPLICANT’S REQUIREMENTS, OR THAT ANY DEFECTS IN THE PLATFORM WILL BE CORRECTED. BEECH VALLEY DISCLAIMS LIABILITY FOR, AND NO REPRESENTATION, WARRANTY OR CONDITION IS MADE WITH RESPECT TO, THE CONNECTIVITY AND AVAILABILITY OF THE PLATFORM. WITHOUT LIMITING THE FOREGOING, USER ACKNOWLEDGES AND AGREES THAT NO SOFTWARE OR WEBSITE CAN BE ENTIRELY SECURE OR FREE OF RISK OF SECURITY BREACHES OR ATTACKS BY THIRD PARTIES, AND THAT WE MAKE NO WARRANTY OR REPRESENTATION THAT OUR PLATFORM WILL BE SECURE OR FREE FROM DATA BREACHES OR CYBER ATTACKS.
    2. Third Party Content. Opinions, advice, statements, offers, or other information or content made available through the Platform, but not directly by Beech Valley, are those of their respective authors, and should not necessarily be relied upon. Such authors are solely responsible for such content. BEECH VALLEY DOES NOT: (i) GUARANTEE THE ACCURACY, COMPLETENESS OR USEFULNESS OF ANY INFORMATION PROVIDED ON OR ACCESSED VIA THE PLATFORM , OR (ii) ADOPT, ENDORSE OR ACCEPT RESPONSIBILITY FOR THE ACCURACY OR RELIABILITY OF ANY OPINION, ADVICE, OR STATEMENT MADE BY ANY PARTY OTHER THAN BEECH VALLEY. TO THE FULLEST EXTENT PERMITTED BY LAW, UNDER NO CIRCUMSTANCES WILL BEECH VALLEY BE RESPONSIBLE FOR ANY LOSS OR DAMAGE RESULTING FROM ANYONE’S RELIANCE ON INFORMATION OR OTHER CONTENT POSTED ON THE PLATFORM, OR TRANSMITTED TO OR BY ANY USERS.
    3. Beta Features. From time to time, Beech Valley may offer new “beta” features or tools with which its Users may experiment on the Platform. Such features or tools are offered solely for experimental purposes and without any representation, warranty or conditions of any kind, and may be modified or discontinued at Beech Valley’s sole discretion. The provisions of this Disclaimer of Warranties and Conditions section apply with full force to such features or tools.
  1. Limitation of Liability

 

    1. Limitation of Damages and Aggregate Liability. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL BEECH VALLEY BE LIABLE FOR ANY INCIDENTAL, SPECIAL, CONSEQUENTIAL OR INDIRECT DAMAGES ARISING OUT OF OR RELATING TO THE USE OR INABILITY TO USE THE PLATFORM, INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OR CORRUPTION OF DATA OR PROGRAMS, PLATFORM INTERRUPTIONS AND PROCUREMENT OF SUBSTITUTE PLATFORM, EVEN IF BEECH VALLEY KNOWS OR HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, UNDER NO CIRCUMSTANCES WILL BEECH VALLEY’S AGGREGATE LIABILITY, IN ANY FORM OF ACTION WHATSOEVER IN CONNECTION WITH THIS AGREEMENT OR THE USE OF THE PLATFORM, EXCEED THE PRICE PAID BY USER FOR USER’S ACCOUNT, OR, IF USER HAS NOT PAID BEECH VALLEY FOR THE USE OF THE PLATFORM, THE AMOUNT OF US $25.00 OR ITS EQUIVALENT.
    2. No Liability for non-Beech Valley Actions. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL BEECH VALLEY BE LIABLE FOR ANY DAMAGES WHATSOEVER, WHETHER PUNITIVE, EXEMPLARY, DIRECT, INDIRECT, GENERAL, SPECIAL, COMPENSATORY, CONSEQUENTIAL, AND/OR INCIDENTAL, ARISING OUT OF OR RELATING TO THE CONDUCT OF USER OR ANYONE ELSE IN CONNECTION WITH THE USE OF THE PLATFORM, INCLUDING WITHOUT LIMITATION, BODILY INJURY, DEATH, EMOTIONAL DISTRESS, AND/OR ANY OTHER DAMAGES RESULTING FROM COMMUNICATIONS OR MEETINGS WITH OTHER REGISTERED USERS OF THE PLATFORM OR CLIENTS.
    3. Information Verification. Beech Valley may, but is not required to, use various ways of verifying information that User has provided. However, none of those ways are perfect, and User agrees that Beech Valley will have no liability to User arising from any incorrectly verified information.
  1. Indemnification

 

    1. To the maximum extent permitted by law, User agrees to indemnify, defend and hold harmless Beech Valley and its affiliates and/or related entities, whether direct or indirect, current, former or future, and its and their respective current, former or future officers, directors, employees, agents, successors and assigns and related third parties (each an “Indemnified Party”), for any claims, causes of action, debts, damages, losses, costs, liabilities and expenses (including reasonable attorneys’ fees) relating to or arising out of any third party claim that (a) User’s use of or inability to use the Platform, (b) any postings or submissions made by User, (c) User’s violation of any terms of this Agreement or User’s violation of any rights of a third party, or (d) User’s violation of any applicable laws, rules or regulations, except to the extent caused by any unlawful or negligent act or omission by Beech Valley. Beech Valley reserves the right, at its own cost, to assume the exclusive defense and control of any matter otherwise subject to indemnification by Applicant, in which event User will fully cooperate with Beech Valley in asserting any available defenses. An Indemnified Party may participate in the defense by counsel of its own choosing, at its own cost and expense. User shall not settle any claim that adversely affects an Indemnified Party or imposes any obligation or liability on an Indemnified Party without the Indemnified Party’s prior written consent.
    2. TO THE MAXIMUM EXTENT PERMITTED BY LAW, USER HEREBY RELEASES EACH INDEMNIFIED PARTY FROM ALL DAMAGES (WHETHER DIRECT, INDIRECT, INCIDENTAL, CONSEQUENTIAL OR OTHERWISE), LOSSES, LIABILITIES, COSTS AND EXPENSES OF EVERY KIND AND NATURE, KNOWN AND UNKNOWN, ARISING OUT OF OR IN CONNECTION WITH DISPUTES BETWEEN USER AND THIRD PARTIES ARISING OUT OF THE USE OF, OR CONCERNING, THE PLATFORM OR THIS AGREEMENT. IN CONNECTION WITH THE FOREGOING RELEASE, USER HEREBY WAIVES (TO THE MAXIMUM EXTENT PERMITTED BY LAW) CALIFORNIA CIVIL CODE 1542 (AND ANY OTHER APPLICABLE LAW OR STATUTE) WHICH SUBSTANTIALLY STATES:

“A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM OR HER MUST HAVE MATERIALLY AFFECTED HIS SETTLEMENT WITH THE DEBTOR.”

  1. Complaints / Law Enforcement Contact

To resolve a complaint regarding the Platform, User should contact Beech Valley. Law enforcement officials may send correspondence (such as subpoenas, court orders and warrants) to Beech Valley to our facsimile number at_______________________. All other correspondence sent to this facsimile number will be discarded.

  1. Communication and Privacy

We may use the email address associated with User’s account to send User messages notifying User of important changes to the Platform or special offers. Further, we may contact User by telephone if User voluntarily provides us with User’s telephone number, in order to communicate with User regarding the Platform.

  1. Term and Termination

This Agreement will become effective upon User’s acceptance of the Agreement by User’s use of the Platform and will remain in effect in perpetuity unless terminated hereunder.

Either User or Beech Valley may terminate User’s account at any time, for any reason or no reason, without explanation, effective upon sending written notice to the other party. Beech Valley reserves the right to immediately suspend or terminate User’s access to any of the Platform, without notice, for any reason or no reason. We also reserve the right to remove User’s account information or data from our Platform and any other records if User’s account and/or access to the Platform is terminated. In the event User’s access to any of the Platform is suspended due to a material breach of this Agreement, User agrees that any and all fees then paid to Beech Valley by Applicant will be nonrefundable. User may terminate User’s account by following the steps in the applicable section under “Cancellations” below, or by sending a notice of cancellation to: Beech Valley, Inc., Attn: Cancellations.

  1. Governing Law & Venue

Unless prohibited by local law, this Agreement is governed by the laws of the State of Georgia, without giving effect to any principles of conflicts of laws. Notwithstanding the foregoing, Section 13 of this Agreement shall be governed by the Federal Arbitration Act. Nothing in this Agreement is intended to limit a party’s right to seek equitable relief at any time. If the Arbitration Agreement (as set forth in Section 13) is held to be unenforceable, Applicant agrees that any claims or disputes that Applicant have against us must be resolved in the federal or state courts located in Atlanta, GA to the extent permissible by applicable law. Notwithstanding the foregoing, claims appropriately brought in small claims court may be filed in any court of competent jurisdiction. For the sake of clarity, the choice of Georgia law shall not exclude, limit or supersede a consumer’s rights or remedies under mandatory consumer protection laws in the jurisdiction where the consumer resides.

  1. Arbitration Agreement, Class Action Waiver and Jury Trial Waiver

 

    1. Purpose: This section 13 of the Agreement (henceforth referred to as “Arbitration Agreement”) facilitates the prompt and efficient resolution of any Disputes that may arise between User and Beech Valley. Arbitration is a form of private Dispute (as defined below) resolution in which parties to a contract agree to submit their Disputes and potential Disputes to a neutral third person (called an arbitrator) for a binding decision, instead of having such Dispute(s) decided in a lawsuit, in court, by a judge or jury trial. Please read this Arbitration Agreement carefully. It provides that all Disputes between User and Beech Valley shall be resolved by binding arbitration. Arbitration replaces the right to go to court. In the absence of this Arbitration Agreement, User may otherwise have a right or opportunity to bring claims in a court, before a judge or jury, and/or to participate in or be represented in a case filed in court by others (including, but not limited to, class actions). Entering into this Arbitration Agreement constitutes a waiver of User’s right to litigate claims in court and all opportunity to be heard by a judge or jury. There is no judge or jury in arbitration, and court review of an arbitration award is limited. The arbitrator must follow this Arbitration Agreement and can award the same damages and relief as a court (including attorney’s fees, if otherwise authorized by applicable law). For the purpose of this Arbitration Agreement, “Beech Valley” means Beech Valley, Inc. and its parents, subsidiaries, and affiliated companies, and each of their respective officers, directors, employees, and agents. The term “Dispute” means any dispute, claim, or controversy between User and Beech Valley regarding any aspect of User’s relationship with Beech Valley, whether based in contract, statute, regulation, ordinance, tort (including, but not limited to, fraud, misrepresentation, fraudulent inducement, negligence, gross negligence or reckless behavior), or any other legal or equitable theory, and includes the validity, enforceability or scope of this Arbitration Agreement (with the exception of the enforceability of the Class Action Waiver in this Arbitration Agreement). “Dispute” is to be given the broadest possible meaning that will be enforced. USER AND BEECH VALLEY EACH AGREE THAT, EXCEPT AS PROVIDED BELOW, ANY AND ALL DISPUTES, AS DEFINED ABOVE, WHETHER PRESENTLY IN EXISTENCE OR BASED ON ACTS OR OMISSIONS IN THE PAST OR IN THE FUTURE, WILL BE RESOLVED EXCLUSIVELY AND FINALLY BY BINDING ARBITRATION IN ACCORDANCE WITH THIS ARBITRATION AGREEMENT, RATHER THAN IN COURT.
    2. Pre-Arbitration Dispute Resolution: For all Disputes User must first give Beech Valley an opportunity to resolve the Dispute. User must commence this process by mailing written notification to ___________________________________________. That written notification must include (1) User’s name, (2) User’s address, (3) a written description of the Dispute, and (4) a description of the specific relief User seeks. If Beech Valley does not resolve the Dispute to User’s satisfaction within 45 days after it receives User’s written notification, User may pursue User’s Dispute in arbitration.
    3. Arbitration Procedures: If this Arbitration Agreement applies and the Dispute is not resolved as provided above (“Pre-Arbitration Claim Resolution”) either User or Beech Valley may initiate arbitration proceedings. The American Arbitration Association (“AAA”), www.adr.org will arbitrate all Disputes, and the arbitration will be conducted before a single arbitrator. The arbitration shall be commenced as an individual arbitration, and shall in no event be commenced as a representative or class arbitration. All issues shall be for the arbitrator to decide, including the scope of this Arbitration Agreement. For arbitration before the AAA, for Disputes of less than $75,000 USD, the AAA’s Consumer Arbitration Rules will apply; for Disputes involving $75,000 USD or more, the AAA’s Commercial Arbitration Rules will apply. In either instance, the AAA’s Optional Rules For Emergency Measures Of Protection shall apply. The AAA rules are available at www.adr.org or by calling 1-800-778-7879. This Arbitration Agreement governs in the event it conflicts with the applicable arbitration rules. Under no circumstances will class action procedures or rules apply to the arbitration. Because User’s contract with Beech Valley, the Agreement, and this Arbitration Agreement concern interstate commerce, the Federal Arbitration Act (“FAA”) governs the arbitrability of all Disputes. However, the arbitrator will apply applicable substantive law consistent with the FAA and the applicable statute of limitations or condition precedent to suit.
    4. Arbitration Award: The arbitrator may award on an individual basis any relief that would be available pursuant to applicable law, and will not have the power to award relief to, against or for the benefit of any person who is not a party to the proceeding. The arbitrator shall make any award in writing but need not provide a statement of reasons unless requested by a party. Such award by the arbitrator will be final and binding on the parties, except for any right of appeal provided by the FAA, and may be entered in any court having jurisdiction over the parties for purposes of enforcement.
    5. Location of Arbitration: User may initiate arbitration in Atlanta, GA, via written submissions, in the federal judicial district that includes User’s address that User provide in User’s written notification of Pre-Arbitration Dispute Resolution, or in another location mutually agreed to by the parties.
    6. Payment of Arbitration Fees and Costs: Absent a finding that User’s demand is frivolous, brought for an improper purpose, or malicious as set forth by the standards of Federal Rule of Civil Procedure 11(b), Beech Valley will pay all arbitration filing fees and arbitrator’s costs and expenses upon User’s written request given prior to the commencement of the arbitration. User is responsible for all additional fees and costs that User incurs in the arbitration, including, but not limited to, attorneys or expert witnesses. Fees and costs may be awarded as provided pursuant to applicable law. In addition to any rights to recover fees and costs under applicable law, if User provides notice and negotiate in good faith with Beech Valley as provided in the section above titled “Pre-Arbitration Dispute Resolution” and the arbitrator concludes that User is the prevailing party in the arbitration, User will be entitled to recover from Beech Valley User’s actual and reasonable attorney’s fees and costs as determined by the arbitrator.
    7. Class Action Waiver: The parties agree that the arbitrator may not consolidate more than one person’s claims, and may not otherwise preside over any form of a class or representative proceeding or claims (such as a class action, representative action, consolidated action or private attorney general action) unless both User and Beech Valley specifically agree in writing to do so following initiation of the arbitration. Neither User, nor any other User of the Beech Valley Platform, can be a class representative, class member, or otherwise participate in a class, representative, consolidated or private attorney general proceeding.
    8. Limitation of Procedural Rights: User understands and agrees that, by entering into this Arbitration Agreement, User and Beech Valley are each agreeing to arbitration instead of the right to a trial before a judge or jury in a public court. In the absence of this Arbitration Agreement, User and Beech Valley might otherwise have had a right or opportunity to bring Disputes in a court, before a judge or jury, and/or to participate or be represented in a case filed in court by others (including class actions). User gives up those rights. Other rights that User would have if User went to court, such as the right to appeal and to certain types of discovery, may be more limited in arbitration. The right to appellate review of an arbitrator’s decision is much more limited than in court, and in general an arbitrator’s decision may not be appealed for errors of fact or law.
    9. Severability: If any clause within this Arbitration Agreement (other than the Class Action Waiver clause above) is found to be illegal or unenforceable, that clause will be severed from this Arbitration Agreement, and the remainder of this Arbitration Agreement will be given full force and effect. If the Class Action Waiver clause is found to be illegal or unenforceable, then this entire Arbitration Agreement will be unenforceable, and the Dispute will be decided by a court.
    10. Continuation: This Arbitration Agreement shall survive the termination of User’s association with Beech Valley and User’s use of Beech Valley Platform.
  1. General Provisions

 

    1. Right to Seek Injunction. Violation of this Agreement may cause Beech Valley irreparable harm, and therefore agree that Beech Valley will be entitled to seek extraordinary relief in court, including but not limited to temporary restraining orders, preliminary injunctions and permanent injunctions without the necessity of posting a bond or other security, in addition to and without prejudice to any other rights or remedies that Beech Valley may have for a breach of this Agreement.
    2. Miscellaneous. This Agreement, which User accepts upon registration for the Platform, the Privacy Policy located on the Platform, and any applicable payment, renewal, additional Platform terms, comprise the entire agreement between User and Beech Valley regarding the use of this Platform, superseding any prior agreements between User and Beech Valley related to User’s use of the Platform (including, but not limited to, any prior versions of this Agreement). The FAQ’s found on the Platform are for informational purposes only and are not deemed to be part of this Agreement. Unless otherwise explicitly stated, the Agreement will survive termination of User’s use of the Platform. The failure of Beech Valley to exercise or enforce any right or provision of this Agreement does not constitute a waiver of such right or provision. If any provision of this Agreement is held invalid, the remainder of this Agreement will continue in full force and effect. The section titles in this Agreement are for convenience only and have no legal or contractual effect.
  1. Digital Millennium Copyright Act Notice

If User believes that User’s copyrighted work has been copied in a way that constitutes copyright infringement and is accessible on the Platform, please notify Beech Valley’s copyright agent, as set forth in the Digital Millennium Copyright Act of 1998 (DMCA). For User’s complaint to be valid under the DMCA, User must provide the following information in writing:

  1. An electronic or physical signature of a person authorized to act on behalf of the copyright owner;
  2. Identification of the copyrighted work that User claims is being infringed;
  3. Identification of the material that is claimed to be infringing and where it is located on the Platform;
  4. Information reasonably sufficient to permit Beech Valley to contact User, such as User’s address, telephone number, and email address;
  5. A statement that User has a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or law; and
  6. A statement, made under penalty of perjury, that the above information is accurate, and that User is the copyright owner or are authorized to act on behalf of the owner.

The above information must be submitted to the following DMCA Agent:

Designated Copyright Agent

Beech Valley, Inc.

copyright@BeechValley.com (only copyright-related notices will be accepted at this email address. All other inquiries or requests will be discarded.)

  1. Revision Date

This Agreement was last revised on September 23, 2020.

Copyright © 2023 Beech Valley, Inc. All Rights Reserved. Beech Valley and other marks, colors, and images are registered and common law trademarks of Beech Valley, Inc. Other trademarks and brands are the property of their respective owners.