TERMS OF USE AGREEMENT
Last Updated Date: Mar 7, 2025
Welcome and thank you for your interest in Bench Computing, Inc. (“Bench”, “we”, “us” or “our”). This Terms of Use Agreement (“Terms of Use”, and together with any applicable Supplemental Terms (as defined in Section 1.4 (Supplemental Terms)), the “Agreement”) describes the terms and conditions that apply to your use of (a) the website located at https://bench.io/ and its subdomains and any of Bench’s other websites on which a link to these Terms of Use appears (collectively, the “Website”) and (ii) the services, content, and other resources available on or enabled via our Website, including Bench’s artificial intelligence-powered agent for knowledge workers (“Agent”) (collectively, with our Website, the “Service”).
PLEASE READ THIS AGREEMENT CAREFULLY. THIS AGREEMENT GOVERNS THE USE OF THE SERVICE AND APPLIES TO ALL USERS ACCESSING THE SERVICE. BY ACCESSING OR USING THE SERVICE IN ANY WAY, ACCEPTING THIS AGREEMENT BY CLICKING ON THE “I ACCEPT” BUTTON, COMPLETING THE ACCOUNT REGISTRATION PROCESS, OR BROWSING THE WEBSITE, YOU REPRESENT THAT: (1) YOU HAVE READ, UNDERSTAND, AND AGREE TO BE BOUND BY THIS AGREEMENT, (2) YOU ARE OF LEGAL AGE TO FORM A BINDING CONTRACT WITH BENCH, (3) YOU ARE NOT BARRED FROM USING THE SERVICE UNDER THE LAWS OF THE UNITED STATES, YOUR PLACE OF RESIDENCE OR ANY OTHER APPLICABLE JURISDICTION; AND (4) YOU HAVE THE AUTHORITY TO ENTER INTO THIS AGREEMENT PERSONALLY OR, IF YOU ARE ACCESSING OR USING THE SERVICE ON BEHALF OF AN ENTITY, ON BEHALF OF THE ENTITY IDENTIFIED IN THE ACCOUNT REGISTRATION PROCESS. IF THE INDIVIDUAL ENTERING INTO THIS AGREEMENT IS DOING SO ON BEHALF OF AN ENTITY, ALL REFERENCES TO “YOU” OR “YOUR” IN THIS AGREEMENT WILL ALSO BE DEEMED TO REFER TO SUCH ENTITY. IF YOU DO NOT AGREE TO BE BOUND BY THE TERMS OF USE, YOU MAY NOT ACCESS OR USE THE SERVICE.
PLEASE READ THESE TERMS CAREFULLY AND BE AWARE THAT SECTION 15 PROVIDES THAT, UNLESS YOU OPT OUT WITHIN THIRTY (30) DAYS OF AGREEING TO THESE TERMS, ALL DISPUTES BETWEEN YOU AND US, WITH LIMITED EXCEPTIONS, WILL BE RESOLVED BY BINDING AND FINAL ARBITRATION. SECTION 15 ALSO CONTAINS A CLASS ACTION AND JURY TRIAL WAIVER.
THE AGREEMENT IS SUBJECT TO CHANGE BY BENCH IN ITS SOLE DISCRETION AT ANY TIME AS SET FORTH IN SECTION 16.6 (AGREEMENT UPDATES).
OUR SERVICE. Bench is a platform that allows users to leverage our artificial intelligence-powered Agent for research, analysis, and otherwise taking actions on the user’s behalf. Parts of the Service function as a browser extension that will enable an Agent to take certain actions based on user-provided instructions. You acknowledge that while Bench provides the functionality to deploy an Agent on your behalf, you are fully responsible for the actions of the Agent taken on your behalf and at your request.
Accessing the Service. The Service and the information and content available on the Service are protected by applicable intellectual property laws (including copyright laws). Unless subject to a separate license agreement between you and Bench, your right to access and use the Service, in whole or in part, is subject to this Agreement.
Public Preview. You acknowledge that Bench is making available to you a “public preview” of its platform that Bench is actively developing and testing. The Service contains prerelease functionality and other components for research and testing purposes only and is not at the level of performance of a commercially available offering. Furthermore, you acknowledge that the Service may contain bugs, errors, omissions and other problems that could cause system or other failures and data loss. There is no guarantee that Bench will commercialize the Service, and if commercialized, there is no guarantee that the commercial offering will have the same features and functionality as the Service.
Use of the Service. The Service is intended only for activities in your professional or workplace capacity. The Service is not intended for, and you are not permitted to, use the Service for your personal, family or household activities. Further, you are responsible for ensuring that your use of the Service in connection with your professional and workplace capacity is permitted by your organization or workplace and that you only provide Content to the Service for which you are authorized by your organization or workplace to use for this purpose. Subject to your compliance with the foregoing and this Agreement, Bench grants you a limited non-exclusive, non-transferable, non-sublicensable, revocable license to access and use the Service in accordance with this Agreement. You will comply with all terms and conditions of this Agreement and all applicable laws when using the Service. We and our suppliers and licensors own all rights, title, and interest in and to the Service.
AI Services. Our Service, including the Agent, utilizes certain artificial intelligence and deep learning platforms, algorithms, tools and models, including those provided by third parties (“AI Services”), to generate Output. You acknowledge and agree that Bench may share your Inputs (as defined below) with the AI Services for this purpose and such AI Services may not be required to maintain the confidentiality of any of Your Content (as defined below). Further, you understand that additional license requirements may apply to certain AI Services, including that such AI Services may retain certain rights to use or disclose Your Content. You must review and comply with such requirements for the AI Services used. You assume all risks associated with your use of such AI Services. Bench will have no liability for the unavailability of any AI Services, or any third party’s decision to discontinue, suspend or terminate any AI Services. A list of current AI Services leveraged in the deployment of the Service are provided here [TODO: LINK], as updated from time to time.
Supplemental Terms. Your use of, and participation in, certain features and functionality of the Service may be subject to additional terms (“Supplemental Terms”). Such Supplemental Terms will either be set forth in the applicable supplemental Service or will be presented to you for your acceptance when you sign up to use the supplemental Service. If these Terms of Use are inconsistent with the Supplemental Terms, then the Supplemental Terms control with respect to such supplemental Service.
Updates. You understand that the Service is evolving. You acknowledge and agree that Bench may update the Service with or without notifying you. Any future release, update or other addition to the Service shall be subject to this Agreement.
REGISTRATION.
Registering Your Account. In order to access certain features of the Service, you may be required to register an account on the Service (“Account”) or have a valid third-party account through which you can connect to the Service, as permitted by the Service (each such account, a “Third-Party Account”).
Access Through a Third-Party Account. The Service may allow you to link your Account with a Third-Party Account by allowing Bench to access your Third-Party Account, as is permitted under the applicable terms and conditions that govern your use of each Third-Party Account. If you choose to make this link, you represent that you are entitled to disclose your Third-Party Account login information to Bench and/or grant Bench access to your Third-Party Account (including, but not limited to, for use for the purposes described herein) without breach by you of any of the terms and conditions that govern your use of the applicable Third-Party Account and without obligating Bench to pay any fees or making Bench subject to any usage limitations imposed by such third-party service providers. By granting Bench access to any Third-Party Account, you understand that Bench may access, make available and store (if applicable) any information, data, text, software, music, sound, photographs, graphics, video, messages, tags and/or other materials that you have provided to and stored in your Third-Party Account (“Outside Content”) so that it is available on and through the Service via your Account. Unless otherwise specified in this Agreement, all Outside Content is considered to be Your Content (as defined in Section 3.2 (Ownership of Content)) for all purposes of this Agreement. Depending on the Third-Party Accounts you choose and subject to the privacy settings that you have set in such Third-Party Accounts, personally identifiable information that you post to your Third-Party Accounts may be available on and through your Account on the Service. If a Third-Party Account or associated service becomes unavailable, or Bench’s access to such Third-Party Account is terminated by the third-party service provider, then Outside Content will no longer be available on and through the Service. You have the ability to disable the connection between your Account and your Third-Party Accounts at any time by accessing the “Settings” section of the Service. YOUR RELATIONSHIP WITH THE THIRD-PARTY SERVICE PROVIDERS ASSOCIATED WITH YOUR THIRD-PARTY ACCOUNTS IS GOVERNED SOLELY BY YOUR AGREEMENT(S) WITH SUCH THIRD-PARTY SERVICE PROVIDERS, AND BENCH DISCLAIMS ANY LIABILITY FOR PERSONALLY IDENTIFIABLE INFORMATION THAT MAY BE PROVIDED TO IT BY SUCH THIRD-PARTY SERVICE PROVIDERS IN VIOLATION OF THE PRIVACY SETTINGS THAT YOU HAVE SET IN SUCH THIRD-PARTY ACCOUNTS. Bench makes no effort to review any Outside Content for any purpose, including but not limited to, for accuracy, legality or noninfringement, and Bench is not responsible for any Outside Content.
Registration Data. In registering an Account on the Service, you shall (i) provide true, accurate, current, and complete information about yourself as prompted by the registration form (the “Registration Data”), and (ii) maintain and promptly update the Registration Data to keep it true, accurate, current, and complete.
Your Account. Notwithstanding anything to the contrary herein, you acknowledge and agree that you have no ownership or other property interest in your Account, and you further acknowledge and agree that all rights in and to your Account are and will forever be owned by and inure to the benefit of Bench. Furthermore, you are responsible for all activities that occur under your Account. You shall monitor your Account to restrict use by minors, and you will accept full responsibility for any unauthorized use of the Service by minors. You may not share your Account or password with anyone, and you agree to notify Bench immediately of any unauthorized use of your password or any other breach of security. If you provide any information that is untrue, inaccurate, incomplete or not current, or Bench has reasonable grounds to suspect that any information you provide is untrue, inaccurate, incomplete or not current, Bench has the right to suspend or terminate your Account and refuse any and all current or future use of the Service (or any portion thereof). You agree not to create an Account using a false identity or information, or on behalf of someone other than yourself. You shall not have more than one Account at any given time. Bench reserves the right to remove or reclaim any usernames at any time and for any reason, including but not limited to, claims by a third party that a username violates the third party’s rights. You agree not to create an Account or use the Service if you have been previously removed by Bench, or if you have been previously banned from any of the Service.
Email Communications. You may have the opportunity to provide us with your email address. By providing your email address to us, you consent to receiving email communications from Bench. Communications from us and our affiliated companies may include communications about your use of the Service, updates concerning new and existing features on the Service, including Bench offerings available via the Service, and news concerning Bench and industry developments. If you subscribe to our mailing list or otherwise opt-in to receive marketing or promotional communications from us, you will have the ability to opt out of receiving such communications by following the unsubscribe instructions in the communication itself. YOU ACKNOWLEDGE THAT YOU ARE NOT REQUIRED TO CONSENT TO RECEIVE PROMOTIONAL EMAILS AS A CONDITION OF USING THE SERVICE. CONSENT TO THESE PROMOTIONAL MESSAGES IS NOT REQUIRED TO ACCESS THE SERVICE.
RESPONSIBILITY FOR CONTENT.
Types of Content. Subject to your compliance with this Agreement, you may share or upload any information, data, text, graphics, audio, video and/or other materials (“Content”) through the Service, including by way of your prompts, comments, questions, and other input to the Service (collectively, “Input”). You, and not Bench, are entirely responsible for all Input that you upload, share, post, email, transmit, query or otherwise make available through or to the Service, including the Outside Content. When you make available any Input on or to the Service, you represent that: (i) you own and/or have sufficient rights to provide and to use such Input in connection with the Service, including to grant the license set forth in Section 3.3 (License to Your Content), and (ii) you have obtained all necessary licenses and permissions. In response to any prompts, comments, questions, and other Input that you provide to the Service, the Service, together with any AI Services (as defined below), may generate outputs that are returned by the Service (“Output”). You acknowledge that the Outputs are based on your Inputs, and may include information that is available on the internet from third-party sources. Accordingly, all Outputs are provided “as is” and with “all faults”, and Bench makes no representations or warranties of any kind or nature with respect to any Outputs, including any warranties of non-infringement, accuracy, completeness, truthfulness, timeliness or suitability. You are solely responsible for your use of the Outputs created through the Service, and for determining whether the Outputs are appropriate for your intended use, and you assume all risks associated with your use of any Outputs, including any potential copyright infringement claims from third parties or any disclosure of your Outputs that personally identifies you or any third party.
Ownership of Content. Bench does not claim ownership of any Inputs or Outputs (collectively, “Your Content”). Subject to Section 3.3 (License to Your Content), as between Bench and you, you are the owner of all right, title and interest in Your Content. As between you and Bench, you retain all right, title, and interest in and to your Inputs you submit to the Service. Further, Bench hereby assigns to you all right, title, and interest we may have (if any) in any Outputs returned to you by the Service. Notwithstanding the foregoing, given the nature of the Service, you acknowledge that: (i) Outputs may not be unique across users and the Service may generate the same or similar Output for another user under similar terms; (ii) the Service may generate Output that is derived from third-party sources; and (iii) Bench does not represent or warrant that the Outputs are protectible by any intellectual property rights under applicable law. Responses that are requested by and generated for other users are not considered Your Content.
License to Your Content. Subject to any applicable Account settings that may be made available to you, you grant Bench, and our suppliers and licensors, a limited, royalty-free right and license to access, reproduce, modify, store, and otherwise use Your Content (in whole or in part) solely for the purposes of operating and providing the Service (including for support and trust and safety issues). During the term of this Agreement and thereafter, Bench shall have the right to collect and use metadata that pertains to how you interact with and use the Service (such as which AI Tools or action you as the Agent to take, or de-identified prompt information etc.) and other data relating to the performance of the Service in connection with your use, to improve and enhance the Service and other Bench offerings. Except for such aggregated and de-identified data and any Feedback, Bench will not use any of Your Content, that is not publicly available, to train any of its artificial intelligence and deep learning platforms, algorithms, and models.
Content Restrictions. Your use of the Service must comply at all times with Bench’s Acceptable Use Policy and any applicable AI Services terms. Without limiting the foregoing, you must not share Content on or through the Service, or attempt to create Output through the Service, that: (i) is unlawful, threatening, abusive, harassing, defamatory, libelous, deceptive, fraudulent, invasive of another’s privacy, tortious, obscene, pornographic, offensive, or profane; (ii) infringes or misappropriates any third party’s intellectual property rights or other proprietary rights; (iii) contains any viruses, worms or other malicious computer programming codes that may damage the Service; (iv) contains any personal information, such as financial, medical or other sensitive personal information such as government IDs, passport numbers or social security numbers; (v) involves commercial activities and/or sales, such as contests, sweepstakes, barter, advertising, or pyramid schemes without Bench’s prior written consent, or (vi) violates any applicable AI Services’ terms (as displayed [TODO:LINK] here). Furthermore, Your Content may not contain nudity, violence, sexually explicit, obscene, or offensive subject matter as determined by Bench in its sole discretion. You may not post or make available any Content that includes any identifiable person or any of their personal characteristics without that person’s permission.
Storage. Unless expressly agreed to by Bench in writing elsewhere, Bench has no obligation to store any of Your Content. Bench has no responsibility or liability for the deletion or accuracy of any Content, including Your Content; the failure to store, transmit, or receive transmission of Content; or the security, privacy, storage, or transmission of other communications originating with or involving use of the Service. If you do not choose a level of access, the system may default to its most permissive setting. You agree that Bench retains the right to create reasonable limits on Bench’s use and storage of Content, including Your Content, such as limits on file size, storage space, processing capacity, and similar limits described on the Service and as otherwise determined by Bench in its sole discretion.
OWNERSHIP.
The Service. Except with respect to Your Content, you agree that Bench and its suppliers or licensors own all rights, title and interest in the Service (including but not limited to, any computer code, models, algorithms, architecture, themes, objects, characters, character names, stories, dialogue, concepts, artwork, animations, sounds, musical compositions, audiovisual effects, methods of operation, moral rights, documentation, and Bench software). You shall not remove, alter or obscure any copyright, trademark, service mark or other proprietary rights notices incorporated in or accompanying any the Service.
Trademarks. Bench’s name and all related stylizations, graphics, logos, service marks and trade names used on or with the Service are the trademarks of Bench and may not be used without permission in connection with your, or any third-party’s, products or services. Other trademarks, service marks and trade names that may appear on or in the Service are the property of their respective owners.
Username. Notwithstanding anything contained herein to the contrary, by submitting Your Content to any forums, comments, or any other area on the Service, you hereby expressly permit Bench to identify you by your username (which may be a pseudonym) as the contributor of Your Content in any publication in any form, media or technology now known or later developed in connection with Your Content.
Feedback. You agree that submission of any ideas, suggestions, documents, and/or proposals to Bench through its suggestion, feedback, forum, or similar pages (“Feedback”) is at your own risk and that Bench has no obligations (including without limitation obligations of confidentiality) with respect to such Feedback. You represent and warrant that you have all rights necessary to submit the Feedback. You hereby grant to Bench a fully paid, royalty-free, perpetual, irrevocable, worldwide, non-exclusive, and fully sublicensable right and license to use, reproduce, perform, display, distribute, adapt, modify, re-format, create derivative works of, and otherwise commercially or non-commercially exploit in any manner, any and all Feedback, and to sublicense the foregoing rights, in connection with the operation and maintenance of the Service and/or Bench’s business.
USER RESTRICTIONS. As a condition of use, you agree not to use the Service for any purpose that is prohibited by this Agreement or by applicable law. You shall not (and shall not permit any third party) to: (i) license, sell, rent, lease, transfer, assign, reproduce, distribute, host or otherwise commercially exploit the Service or any portion of the Service; (ii) frame or utilize framing techniques to enclose any trademark or logo located on the Service or any other portion of the Service (including images, text, page layout or form); (iii) use any metatags or other “hidden text” using Bench’s name or trademarks; (iv) modify, translate, adapt, merge, make derivative works of, disassemble, decompile, reverse compile or reverse engineer any part of the Service except to the extent the foregoing restrictions are expressly prohibited by applicable law; (v) use any manual or automated software, devices or other processes (including but not limited to spiders, robots, scrapers, crawlers, avatars, data mining tools, or the like) to “scrape” or download data from any web pages contained in the Service (except that we grant the operators of public search engines revocable permission to use spiders to copy materials from the Service for the sole purpose of and solely to the extent necessary for creating publicly available searchable indices of the materials, but not caches or archives of such materials); (vi) impersonate any person or entity, including any employee or representative of Bench; (vii) interfere with or attempt to interfere with the proper functioning of the Service or use the Service in any way not expressly permitted by this Agreement, including but not limited to violating or attempting to violate any security features of the Service, introducing viruses, worms, or similar harmful code into the Service, or interfering or attempting to interfere with use of the Service by any other user, host, or network, including by means of overloading, “flooding,” “spamming,” “mail bombing,” or “crashing” the Service; or (viii) use or access the Service, including any Outputs, to develop a product or service that is competitive with the Service or engage in competitive analysis or benchmarking. The rights granted to you in this Agreement are subject to your compliance with the restrictions set forth in this section. Any unauthorized use of the Service terminates the licenses granted by Bench pursuant to this Agreement.
INVESTIGATIONS, MONITORING, & NO OBLIGATION TO PRE-SCREEN CONTENT. Bench may, but is not obligated to, investigate, monitor, pre-screen, remove, refuse, or review the Service and/or Content, including Your Content and user Content, at any time. You hereby provide your irrevocable consent to such monitoring. You acknowledge and agree that you have no expectation of privacy concerning the transmission of Your Content, including without limitation chat, text, or voice communications. Without limiting the foregoing, Bench reserves the right to: (i) remove or refuse to use or post any of Your Content for any or no reason in our sole discretion; (ii) take any action with respect to any of Your Content that we deem necessary or appropriate in our sole discretion, including if we believe that such Content violates this Agreement, infringes any intellectual property right or other right of any person or entity, threatens the personal safety of users of the Service or the public, or could create liability for Bench; (iii) disclose your identity or other information about you to any third party who claims that material posted by you violates their rights, including their intellectual property rights or their right to privacy; (iv) take appropriate legal action, including without limitation, referral to and cooperation with law enforcement and/or other applicable legal authorities, for any illegal or unauthorized use of the Service or if Bench otherwise believes that criminal activity has occurred; and/or (v) terminate or suspend your access to all or part of the Service for any or no reason, including without limitation, any violation of this Agreement. Upon determination of any possible violations by you of any provision of this Agreement, Bench, may, at its sole discretion immediately terminate your license to use the Service, or change, alter or remove Your Content, in whole or in part, without prior notice to you.
If Bench believes that criminal activity has occurred, Bench reserves the right to, except to the extent prohibited by applicable law, disclose any information or materials on or in the Service, including Your Content, in Bench’s possession in connection with your use of the Service, to (a) comply with applicable laws, legal process or governmental request, (b) enforce this Agreement, (c) respond to any claims that Your Content violates the rights of third parties, (d) respond to your requests for customer service, or (e) protect the rights, property, or personal safety of Bench, its users or the public, and all enforcement or other government officials, as Bench in its sole discretion believes to be necessary or appropriate.
THIRD-PARTY SERVICE. The Service may contain links to third-party websites, applications and advertisements for third parties (collectively, the “Third-Party Services”). When you click on a link to a Third-Party Service, we will not warn you that you have left the Service and you become subject to the terms and conditions (including privacy policies) of another website or destination. Such Third-Party Services are not under the control of Bench. Bench is not responsible for any Third-Party Services. Bench provides these Third-Party Services only as a convenience and does not review, approve, monitor, endorse, warrant, or make any representations with respect to Third-Party Services, or any product or service provided in connection therewith. You use all links in Third-Party Services at your own risk. When you leave our Service, this Agreement and our policies no longer govern. You should review applicable terms and policies, including privacy and data gathering practices, of any Third-Party Services, and make whatever investigation you feel necessary or appropriate before proceeding with any transaction with any third party.
FEES AND PURCHASE TERMS.
Payment. Bench may charge for accessing certain parts of the Service by displaying such fees on the Service (“Fee(s)”). If Bench determines it has an obligation to collect Sales Tax from you in connection with this Agreement, Bench will collect such Sales Tax in addition to the Fee(s). If any Service or products, or payments for any Service or products, under this Agreement are subject to Sales Tax in any jurisdiction and you have not remitted the applicable Sales Tax to Bench, you will be responsible for the payment of such Sales Tax and any related penalties or interest to the relevant authority, and you will indemnify Bench for any liability or expense Bench may incur in connection with such Sales Taxes. Upon Bench’s request, you will provide it with official receipts issued by the appropriate taxing authority, or other such evidence that you have paid all applicable taxes. For purposes of this section, “Sales Tax” means any sales or use tax and any other tax measured by sales proceeds that is the functional equivalent of a sales tax where the applicable taxing jurisdiction does not otherwise impose a sales or use tax.
Intelligence Credits. As part of your access to the public preview of the Service, you may receive a certain amount of credits that can be used to purchase usage of the Service (“Intelligence Credits”). Intelligence Credits represent amounts that you have prepaid for certain artificial intelligence-powered functionality or other paid functionality made available from time to time through the Service (“AI Functionality”). Intelligence Credits that you obtain as part of this public preview of the Service are only available to be redeemed within the timeframe specified at the time you pay for or receive such Intelligence Credits. Such credits have no cash value, cannot be reloaded, resold, transferred for value, traded or sold on secondary markets, redeemed for cash, or applied to any other account, except to the extent required by law. Bench reserves the right to change terms and conditions of Intelligence Credits without notice. The volume of AI Functionality (or any other functionality) that Intelligence Credits can be used to obtain is not based on a fixed dollar amount and is subject to change at the sole discretion of Bench at any time.
Promotional Intelligence Credits. From time to time Bench may make available, at its sole discretion, Intelligence Credits for loyalty, award or promotional purposes (“Promotional Intelligence Credits”). Promotional Intelligence Credits may expire in accordance with any terms set forth on such credits. No purchase is necessary to be eligible to receive Promotional Intelligence Credits. Promotional Intelligence Credits are eligible for redemption of certain AI Functionality through the Service in the same manner as any paid for credits, but the redemption value of such Promotional Intelligence Credits may be different from such paid credits. For avoidance of doubt, Promotional Intelligence Credits have no cash value, cannot be reloaded, resold, transferred for value, traded or sold on secondary markets, redeemed for cash, or applied to any other account, except to the extent required by law. No fees, including inactivity fees, are imposed by Bench with respect to Promotional Intelligence Credits.
Third-Party Service Provider. Bench uses a third-party service provider for payment services (e.g., card acceptance, merchant settlement, and related services) (“Third-Party Service Provider”). If you make a purchase on the Service, including for any Intelligence Credits, you will be required to provide your payment details and any additional information required to complete your order directly to our Third-Party Service Provider. Please note that online payment transactions may be subject to validation checks by our Third-Party Service Provider and your card issuer, and we are not responsible if your card issuer declines to authorize payment for any reason. For your protection, our Third-Party Service Provider uses various fraud prevention protocols and industry standard verification systems to reduce fraud and you authorize it to verify and authenticate your payment information. Your card issuer may charge you an online handling fee or processing fee. We are not responsible for this. In some jurisdictions, our Third-Party Service Provider may use third parties under strict confidentiality and data protection requirements for the purposes of payment processing services.
INDEMNIFICATION. You shall indemnify and hold Bench, its parents, subsidiaries, affiliates, officers, employees, agents, partners, suppliers, and licensors (each, a “Bench Party” and collectively, the “Bench Parties”) harmless from any losses, costs, liabilities and expenses (including reasonable attorneys’ fees) relating to or arising out of any and all of the following: (i) Your Content; (ii) your use of, or inability to use, the Service; (iii) your violation of this Agreement; (iv) your violation of any rights of another party, including any user; or (v) your violation of any applicable laws, rules or regulations. Bench reserves the right, at its own cost, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, in which event you will fully cooperate with Bench in asserting any available defenses. This provision does not require you to indemnify any of the Bench Parties for any unconscionable commercial practice by such party or for such party’s fraud, deception, false promise, misrepresentation or concealment, or suppression or omission of any material fact in connection with the Service provided hereunder. You agree that the provisions in this section will survive any termination of your Account, this Agreement and/or your access to the Service.
DISCLAIMER OF WARRANTIES.
As Is. YOU EXPRESSLY UNDERSTAND AND AGREE THAT TO THE EXTENT PERMITTED BY APPLICABLE LAW, YOUR USE OF THE SERVICE IS AT YOUR SOLE RISK, AND THE SERVICE IS PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, WITH ALL FAULTS. THE BENCH PARTIES EXPRESSLY DISCLAIM ALL WARRANTIES, REPRESENTATIONS, AND CONDITIONS OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT ARISING FROM USE OF THE SERVICE OR YOUR CONTENT.
THE BENCH PARTIES MAKE NO WARRANTY, REPRESENTATION OR CONDITION THAT: (1) THE SERVICE OR ANY OUTPUT WILL MEET YOUR REQUIREMENTS (SUCH AS THE QUALITY, EFFECTIVENESS, REPUTATION AND OTHER CHARACTERISTICS OF SERVICE); (2) YOUR USE OF THE SERVICE WILL BE UNINTERRUPTED, TIMELY, SECURE OR ERROR-FREE; OR (3) THE OUTPUT, ADVICE, RESULTS, OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED FROM USE OF THE SERVICE WILL BE ACCURATE OR RELIABLE.
YOU UNDERSTAND AND AGREE THAT BENCH IS NOT RESPONSIBLE FOR THE ACTIONS TAKEN BY AN AGENT AT YOUR REQUEST. YOU ARE SOLELY RESPONSIBLE FOR DETERMINING WHETHER ANY ACTION YOU REQUEST OF THE AGENT COMPLIES WITH APPLICABLE LAW, THIRD PARTY TERMS AND CONDITIONS OR INTELLECTUAL PROPERTY RIGHTS, OR THAT YOU ARE SUFFICIENTLY AUTHORIZED TO PERMIT THE AGENT TO TAKE ANY SUCH ACTIONS.
ANY CONTENT DOWNLOADED FROM OR OTHERWISE ACCESSED THROUGH THE SERVICE IS ACCESSED AT YOUR OWN RISK, AND YOU ARE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR PROPERTY, INCLUDING, BUT NOT LIMITED TO, YOUR COMPUTER SYSTEM AND/OR ANY DEVICE YOU USE TO ACCESS THE SERVICE, OR ANY OTHER LOSS THAT RESULTS FROM ACCESSING SUCH CONTENT.
FROM TIME TO TIME, BENCH MAY OFFER NEW “BETA” FEATURES OR TOOLS WITH WHICH ITS USERS MAY EXPERIMENT. SUCH FEATURES OR TOOLS ARE OFFERED SOLELY FOR EXPERIMENTAL PURPOSES AND WITHOUT ANY WARRANTY OF ANY KIND, AND MAY BE MODIFIED OR DISCONTINUED AT BENCH’S SOLE DISCRETION. THE PROVISIONS OF THIS SECTION APPLY WITH FULL FORCE TO SUCH FEATURES OR TOOLS.
No Liability for Conduct of Third Parties. YOU ARE SOLELY RESPONSIBLE FOR ALL OF YOUR COMMUNICATIONS AND INTERACTIONS WITH THIRD PARTIES ON THE SERVICE. YOU ACKNOWLEDGE AND AGREE THAT THE BENCH PARTIES ARE NOT LIABLE, AND YOU AGREE NOT TO SEEK TO HOLD THE BENCH PARTIES LIABLE, FOR THE CONDUCT OF THIRD PARTIES, INCLUDING OPERATORS OF EXTERNAL SITES, INCLUDING ANY THIRD-PARTY PROVIDERS OF AI SERVICES, AND THAT THE RISK OF INJURY FROM SUCH THIRD PARTIES RESTS ENTIRELY WITH YOU. BENCH MAKES NO WARRANTY THAT THE GOODS OR SERVICE PROVIDED BY THIRD PARTIES WILL MEET YOUR REQUIREMENTS OR BE AVAILABLE ON AN UNINTERRUPTED, SECURE, OR ERROR-FREE BASIS. BENCH MAKES NO WARRANTY REGARDING THE QUALITY OF ANY SUCH GOODS OR SERVICE, OR THE ACCURACY, TIMELINESS, TRUTHFULNESS, COMPLETENESS OR RELIABILITY OF ANY USER CONTENT OBTAINED THROUGH THE SERVICE.
Artificial Intelligence. LAWS AND REGULATIONS GOVERNING USE OF GENERATIVE ARTIFICIAL INTELLIGENCE ARE RAPIDLY EVOLVING, AND BENCH DOES NOT GUARANTEE THAT YOUR USE OF THE SERVICE OR OUTPUT WILL COMPLY WITH APPLICABLE LAWS AND REGULATIONS OR THAT FUTURE LAWS AND REGULATIONS WILL NOT IMPACT YOUR USE THEREOF. YOU ARE SOLELY RESPONSIBLE FOR ENSURING THAT YOUR USE OF THE SERVICE AND ANY OUTPUT COMPLIES WITH ALL APPLICABLE LAWS.
LIMITATION OF LIABILITY.
Disclaimer of Certain Damages. YOU UNDERSTAND AND AGREE THAT, TO THE FULLEST EXTENT PROVIDED BY LAW, IN NO EVENT SHALL THE BENCH PARTIES BE LIABLE FOR ANY LOSS OF PROFITS, REVENUE OR DATA, INDIRECT, INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES, OR DAMAGES OR COSTS DUE TO LOSS OF PRODUCTION OR USE, BUSINESS INTERRUPTION, OR PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, IN EACH CASE WHETHER OR NOT ANY BENCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, THE SERVICE, OR ANY COMMUNICATIONS, INTERACTIONS OR MEETINGS WITH OTHER USERS OF THE SERVICE OR THIRD PARTIES, ON ANY THEORY OF LIABILITY, INCLUDING TO THE EXTENT RESULTING FROM: (i) THE USE OR INABILITY TO USE THE SERVICE; (ii) ANY GOODS, DATA, INFORMATION OR SERVICE PURCHASED OR OBTAINED; OR MESSAGES RECEIVED FOR TRANSACTIONS ENTERED INTO THROUGH THE SERVICE; (iii) UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR TRANSMISSIONS OR DATA; (iv) STATEMENTS OR CONDUCT OF ANY THIRD PARTY ON THE SERVICE; OR (v) ANY OTHER MATTER RELATED TO THE SERVICE, WHETHER BASED ON WARRANTY, COPYRIGHT, CONTRACT, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY OR ANY OTHER LEGAL THEORY. THE FOREGOING LIMITATION OF LIABILITY DOES NOT APPLY TO LIABILITY OF A BENCH PARTY FOR (A) DEATH OR PERSONAL INJURY CAUSED BY A BENCH PARTY’S NEGLIGENCE; OR FOR (B) ANY INJURY CAUSED BY A BENCH PARTY’S FRAUD OR FRAUDULENT MISREPRESENTATION.
Cap on Liability. TO THE FULLEST EXTENT PERMITTED BY LAW, THE BENCH PARTIES SHALL NOT BE LIABLE TO YOU FOR MORE THAN THE GREATER OF (i) $100; OR (ii) IF APPLICABLE, THE STATUTORY REMEDY OR PENALTY IMPOSED BY THE STATUTE UNDER WHICH SUCH CLAIM ARISES. THE FOREGOING CAP ON LIABILITY DOES NOT APPLY TO LIABILITY OF A BENCH PARTY FOR (A) DEATH OR PERSONAL INJURY CAUSED BY A BENCH PARTY’S NEGLIGENCE; OR (B) ANY INJURY CAUSED BY A BENCH PARTY’S FRAUD OR FRAUDULENT MISREPRESENTATION.
User Content. BENCH ASSUMES NO RESPONSIBILITY FOR THE TIMELINESS, DELETION, MIS-DELIVERY OR FAILURE TO STORE ANY CONTENT (INCLUDING, BUT NOT LIMITED TO, YOUR CONTENT AND USER CONTENT), USER COMMUNICATIONS OR PERSONALIZATION SETTINGS.
Exclusion of Damages. CERTAIN JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES. IF THESE LAWS APPLY TO YOU, SOME OR ALL OF THE ABOVE EXCLUSIONS OR LIMITATIONS MAY NOT APPLY TO YOU, AND YOU MIGHT HAVE ADDITIONAL RIGHTS.
Basis of the Bargain. THE LIMITATIONS OF DAMAGES SET FORTH ABOVE ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN BENCH AND YOU.
PROCEDURE FOR MAKING CLAIMS OF INTELLECTUAL PROPERTY RIGHT INFRINGEMENT. It is Bench’s policy to terminate membership privileges of any user who repeatedly infringes copyright, trademark, or other intellectual property rights upon prompt notification to Bench by the respective intellectual property owner or their legal agent. Without limiting the foregoing, if you believe that your work has been copied and posted on the Service in a way that constitutes intellectual property rights infringement, please provide our designated intellectual property agent with the following information: (i) an electronic or physical signature of the person authorized to act on behalf of the owner of the copyright, trademark, or other intellectual property right; (ii) a description of the copyrighted work, trademark, or other intellectual property right that you claim has been infringed; (iii) a description of the location on the Service of the material that you claim is infringing; (iv) your address, telephone number, and email address; (v) a written statement by you that you have a good faith belief that the disputed use is not authorized by the copyright, trademark, or other intellectual property right owner, its agent or the law; and (vi) a statement by you, made under penalty of perjury, that the above information in your notice is accurate and that you are the copyright, trademark, or other intellectual property right owner or authorized to act on the copyright, trademark, or other intellectual property right owner’s behalf. Contact information for Bench’s designated agent for notice of claims of infringement is as follows: [Include name or title, and physical address of designated agent].
TERM AND TERMINATION.
Term. The term of this Agreement commences on the date when you accept this Agreement (as described in the preamble above), and continues in full force and effect while you use the Service, unless terminated earlier in accordance with this Agreement.
Termination of Service by Bench. If you have materially breached any provision of this Agreement, or if Bench is required to do so by law (e.g., where the provision of the Service is, or becomes, unlawful), Bench has the right to, immediately and without notice, suspend or terminate any Service provided to you. Bench reserves the right to terminate this Agreement or your access to the Service at any time without cause upon notice to you. You agree that all terminations for cause are made in Bench’s sole discretion and that Bench shall not be liable to you or any third party for any termination of your Account.
Termination by You. If you want to terminate this Agreement, you may do so by (i) notifying Bench at any time and (ii) closing your Account for the Service. Your notice should be sent, in writing, to Bench’s address set forth below.
Effect of Termination. Upon termination of the Service or the applicable feature or functionality thereof, your right to use the Service or the applicable feature or functionality thereof will automatically terminate, and we may delete Your Content associated therewith from our live databases. If we terminate your Account for cause, we may also bar your further use or access to the Service. Bench will not have any liability whatsoever to you for any suspension or termination, including for deletion of Your Content. All provisions of this Agreement which by their nature should survive, will survive termination of Service, including without limitation, ownership provisions, warranty disclaimers, and limitations of liability.
No Subsequent Registration. If this Agreement is terminated for cause by Bench or if your Account or ability to access the Service is discontinued by Bench due to your violation of any portion of this Agreement or for conduct otherwise deemed inappropriate, then you agree that you shall not attempt to re-register with or access the Service through use of a different member name or otherwise.
INTERNATIONAL USERS. The Service may be accessed from countries around the world and may contain references to services and Content that are not available in your country. These references do not imply that Bench intends to announce such service or Content in your country. The Service is controlled and offered by Bench from its facilities in the United States of America. Bench makes no representations that the Service is appropriate or available for use in other locations. Those who access or use the Service from other countries do so at their own volition and are responsible for compliance with local law.
DISPUTE RESOLUTION AGREEMENT
Arbitration of Disputes. Subject to the terms of this agreement to arbitrate (“Arbitration Agreement”), you and Bench agree that all disputes or claims between you and the Bench that arise out of or relate in any way to your use of or access to the Service, or to these Terms of Use, including prior versions of these Terms of Use, (each, a “Dispute”) will be resolved by binding arbitration. By entering into this Arbitration Agreement, ALL PARTIES ARE WAIVING THEIR RESPECTIVE RIGHTS TO SUE IN COURT AND HAVE A TRIAL IN FRONT OF A JUDGE OR JURY. This Arbitration Agreement is intended to be broadly interpreted and includes, for example, Disputes brought under any legal theory or that arose before you first accepted any version of these Terms of Use containing an arbitration provision. This Arbitration Agreement does not preclude any party from (1) bringing claims in small claims court if such claims qualify and remain in small claims court; or (2) seeking equitable relief in a court of appropriate jurisdiction for infringement or other misuse of intellectual property rights (such as trademarks, trade dress, domain names, trade secrets, copyrights, and patents).
Informal Dispute Resolution. Before initiating any proceeding according to the terms of this Arbitration Agreement, as a condition precedent to doing so, you and Bench agree to try to first resolve Disputes informally by contacting the other party in writing (the “Notice of Dispute”). If the Dispute is not resolved within forty-five (45) days after submission of the Notice of Dispute, you or Bench may commence arbitration or, in the limited circumstances described in this subsection above, an alternative legal proceeding. Any applicable statute of limitations and any filing fee deadlines shall be tolled while the parties engage in this informal Dispute resolution process.
Arbitration Procedures. The interpretation and enforcement of this Arbitration Agreement and any arbitration proceedings initiated hereunder shall be governed by the Federal Arbitration Act (the “FAA”), 9 U.S.C. § 1 et seq. The National Arbitration & Mediation (“NAM”) will administer the arbitration in accordance with the NAM Comprehensive Dispute Resolution Rules and Procedure (the “NAM Rules”) in effect at the time of arbitration, except as supplemented, where applicable, by the NAM Supplemental Rules for Mass Arbitration Filings (the “NAM Mass Filing Rules”) (both sets of rules are currently available at https://www.namadr.com/resources/rules-fees-forms/), and as modified by this Arbitration Agreement. All issues are for the arbitrator to decide, including issues related to the scope and enforceability of this Arbitration Agreement and the arbitrability of Disputes, except that only a court of competent jurisdiction may decide issues concerning the validity, enforceability, interpretation, and breach of subsection 15.6 below. The arbitration will be conducted in the county where you reside or San Francisco, California, unless the parties agree to another location or the Batch Arbitration process is triggered per subsection 15.7 below. The arbitrator shall issue a final, binding written award, which may be entered in any court having jurisdiction.
Confidentiality. To the fullest extent permitted by applicable law, all materials and documents exchanged during the arbitration will be kept confidential.
Arbitration Fees. The NAM Rules shall govern the payment of arbitration fees. The parties shall bear their own attorneys’ fees and costs unless the arbitrator finds that the Dispute was frivolous and/or brought for an improper purpose (as measured by the standards set forth in Federal Rule of Civil Procedure 11(b)).
No Class or Representative Actions. You and Bench agree that, by entering into this Arbitration Agreement, all parties MAY EACH BRING CLAIMS AGAINST THE OTHER ONLY IN AN INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS, REPRESENTATIVE, OR PRIVATE ATTORNEY GENERAL PROCEEDING. The arbitrator may award declaratory or injunctive relief only in favor of the individual party seeking relief and only to the extent necessary to provide relief warranted by that party’s individual claim. If a final decision, not subject to any further appeal or recourse, determines that this Arbitration Agreement is invalid or unenforceable as to any particular claim or request for relief (such as a request for public injunctive relief), you and Bench agree that only that particular claim or request for relief shall be severed from the arbitration and may be litigated in the state or federal courts located in the State of California.
Batch Arbitration. Notwithstanding subsection 15.6 above, to increase the efficiency of administration and resolution of arbitrations, you and Bench agree that, in the event there are ten (10) or more individual Requests of a substantially similar nature (i.e., Requests that arise out of or relate to the same or similar facts and raise the same or similar legal issues and requests for relief) filed against Bench by or with the assistance of the same law firm, group of law firms, or organizations, within a ninety (90) day period, NAM shall (1) administer the arbitration demands in batches of 100 Requests per batch (or, if between ten (10) and ninety-nine (99) individual Requests are filed, a single batch of all those Requests, and, to the extent there are less than 100 Requests remaining after the batching described above, a final batch consisting of the remaining Requests); (2) appoint one arbitrator for each batch; and (3) provide for the resolution of each batch as a single consolidated arbitration with one set of filing and administrative fees due per side per batch, one procedural calendar, one hearing (if any) in a place to be determined by the arbitrator, and one final award (“Batch Arbitration”). If there is any dispute about the applicability of these Batch Arbitration procedures, NAM shall appoint a single administrative arbitrator to determine the applicability of the Batch Arbitration process (“Administrative Arbitrator”). The Administrative Arbitrator’s fees shall be paid by Bench.
30-Day Right to Opt Out. You have the right to opt out of this Arbitration Agreement. If you do not wish to be bound by this Arbitration Agreement, you must send written notice to Bench within thirty (30) days of first accepting any version of these Terms of Use containing an Arbitration Agreement. You must send this notice to legal@bench.io and must include: (1) your name and address; (2) the email address you used to set up your Account (if you have one); and (3) an unequivocal statement that you want to opt out of this Arbitration Agreement. If you opt out of this Arbitration Agreement, all other parts of these Terms of Use will continue to apply to you. Opting out of this Arbitration Agreement has no effect on any other arbitration agreements you may currently have, or may enter in the future, with us.
Changes to the Arbitration Agreement. The parties agree that Bench retains the right to make changes to this Arbitration Agreement in the future. You may reject any such change by notifying Bench within thirty (30) days of that change at legal@bench.io. Unless you reject the change within thirty (30) days, your continued use of the Service constitutes your acceptance of the change. Changes to this Arbitration Agreement do not provide you with a new opportunity to opt out of the Arbitration Agreement if you did not previously properly opt out per the requirements in subsection 15.6 above. By rejecting a future change, you remain bound to arbitrate any Dispute in accordance with the terms of this Arbitration Agreement, as modified by any changes to the Arbitration Agreement you did not reject. Bench will continue to honor any valid opt outs to the Arbitration Agreement, and you do not need to submit a rejection of future changes to this Arbitration Agreement if you properly opted out per the requirements in subsection 15.6 above.
GENERAL PROVISIONS.
Electronic Communications. The communications between you and Bench may take place via electronic means, whether you visit the Service or send Bench emails, or whether Bench posts notices on the Service or communicates with you via email. For contractual purposes, you (i) consent to receive communications from Bench in an electronic form; and (ii) agree that all terms and conditions, agreements, notices, disclosures, and other communications that Bench electronically provides to you satisfy any legal requirement that such communications would satisfy if it were to be in writing. The foregoing does not affect your statutory rights, including but not limited to the Electronic Signatures in Global and National Commerce Act at 15 U.S.C. §7001 et seq. (“E-Sign”).
Assignment. The Agreement, and your rights and obligations hereunder, may not be assigned, subcontracted, delegated or otherwise transferred by you without Bench’s prior written consent. Bench may, without your consent, freely assign and transfer this Agreement, including any of its rights, obligations, or licenses granted under this Agreement. Any attempted assignment, subcontract, delegation, or transfer in violation of the foregoing will be null and void.
Force Majeure. Bench shall not be liable for any delay or failure to perform resulting from causes outside its reasonable control, including, but not limited to, acts of God, war, terrorism, riots, embargos, acts of civil or military authorities, fire, floods, accidents, pandemics, strikes or shortages of transportation facilities, fuel, energy, labor or materials.
Questions, Complaints, Claims. If you have any questions, complaints or claims with respect to the Service, please contact us at: legal@bench.io. We will do our best to address your concerns. If you feel that your concerns have been addressed incompletely, we invite you to let us know for further investigation.
Consumer Complaints. In accordance with California Civil Code §1789.3, you may report complaints to the Complaint Assistance Unit of the Division of Consumer Service of the California Department of Consumer Affairs by contacting them in writing at 1625 North Market Blvd., Suite N 112, Sacramento, CA 95834, or by telephone at (800) 952-5210.
Agreement Updates. When changes are made, Bench will make a new copy of this Terms of Use and/or Supplemental Terms, as applicable, available on the Service, and we will also update the “Last Updated” date at the top of this Agreement. If we make any material changes and you have registered an Account with us, we will also send an email with an updated copy of this Agreement to you at the email address associated with your Account. Unless otherwise stated in such update, any changes to this Agreement will be effective immediately for users without an Account and thirty (30) days after posting for users with an Account. Bench may require you to provide consent to the updated Agreement in a specified manner before further use of the Service is permitted. IF YOU DO NOT AGREE TO ANY CHANGE(S) AFTER RECEIVING A NOTICE OF SUCH CHANGE(S), YOU SHALL STOP USING THE SERVICE.
Exclusive Venue. To the extent the parties are permitted under this Agreement to initiate litigation in a court, both you and Bench agree that all claims and disputes arising out of or relating to this Agreement will be litigated exclusively in the state or federal courts located in California.
Governing Law. THIS AGREEMENT AND ANY ACTION RELATED THERETO WILL BE GOVERNED AND INTERPRETED BY AND UNDER THE LAWS OF THE STATE OF CALIFORNIA, CONSISTENT WITH THE FEDERAL ARBITRATION ACT, WITHOUT GIVING EFFECT TO ANY PRINCIPLES THAT PROVIDE FOR THE APPLICATION OF THE LAW OF ANOTHER JURISDICTION. THE UNITED NATIONS CONVENTION ON CONTRACTS FOR THE INTERNATIONAL SALE OF GOODS DOES NOT APPLY TO THE AGREEMENT.
Choice of Language. It is the express wish of the parties that this Agreement and all related documents have been drawn up in English.
Notice. Where Bench requires that you provide an email address, you are responsible for providing Bench with a valid and current email address. In the event that the email address you provide to Bench is not valid, or for any reason is not capable of delivering to you any notices required by this Agreement, Bench’s dispatch of the email containing such notice will nonetheless constitute effective notice. You may give notice to Bench at the following address: support@bench.io. Such notice shall be deemed given when received by Bench by letter delivered by nationally recognized overnight delivery service or first class postage prepaid mail at the above address.
Waiver. Any waiver or failure to enforce any provision of this Agreement on one occasion will not be deemed a waiver of any other provision or of such provision on any other occasion.
Severability. If any portion of this Agreement is held invalid or unenforceable, that portion must be construed in a manner to reflect, as nearly as possible, the original intention of the parties, and the remaining portions must remain in full force and effect.
Export Control. You may not use, export, import, or transfer the Service except as authorized by U.S. law, the laws of the jurisdiction in which you obtained the Service, and any other applicable laws. In particular, but without limitation, the Service may not be exported or re-exported (i) into any United States embargoed countries, or (ii) to anyone on the U.S. Treasury Department’s list of Specially Designated Nationals or the U.S. Department of Commerce’s Denied Person’s List or Entity List. By using the Service, you represent and warrant that (A) you are not located in a country that is subject to a U.S. Government embargo, or that has been designated by the U.S. Government as a “terrorist supporting” country and (B) you are not listed on any U.S. Government list of prohibited or restricted parties. You also will not use the Service for any purpose prohibited by U.S. law, including the development, design, manufacture or production of missiles, nuclear, chemical or biological weapons. You acknowledge and agree that products, services or technology provided by Bench are subject to the export control laws and regulations of the United States. You shall comply with these laws and regulations and shall not, without prior U.S. government authorization, export, re-export, or transfer Bench products, services or technology, either directly or indirectly, to any country in violation of such laws and regulations.
Entire Agreement. The Agreement is the final, complete and exclusive agreement of the parties with respect to the subject matter hereof and supersedes and merges all prior discussions between the parties with respect to such subject matter.