Beeline Supplier Directory Terms of Use

Last Modified: October 23, 2023 
 
Welcome to Beeline’s Supplier Directory Terms of Use. These Supplier Directory Terms of Use (“TOU”) cover your use of Beeline’s Supplier Directory. If you use the Supplier Directory, whether you’re a participating Supplier, user, client or Customer of the Service Offering(s), then these TOU apply to you. If you are a Supplier, you may have to comply with other requirements or agreements as we make them available to you and as required to utilize the Beeline Supplier Directory.  By using the Supplier Directory you are agreeing to these terms. 
 
1. Definitions
 
"Beeline", "we", "us" or “our” means Beeline.com, LLC and our affiliates. 
 
“Customer” means the individual or entity that has purchased and uses the Service Offering(s). 
 
“Service Offerings” means those services that are listed on or offered by Suppliers on the Supplier Directory. 
 
“Supplier Directory” means the online directory that lists Suppliers that may offer services to Beeline Customers or prospective customers.  
 
“Suppliers” are managed services partners, labor suppliers and other individuals or entities that list or provide the Service Offerings on the Supplier Directory.  
 
"Third-Party Sites" means third-party websites linked from within or accessed through the Supplier Directory. 
 
“TOU” means these Supplier Directory Terms of Use and all materials referred to or linked to herein. 
 
"You", "you", or "your" means the person or entity using the Supplier Directory, whether you are a partner, Supplier, Customer, or other user. 
 
“Your Content” means all content, including without limitation, language, data, information, and images, provided through or disclosed by use of the Supplier Directory, by you. 
 
2. Use by Suppliers
 
If you are a Supplier, you must respond to inquiries or issues regarding your Service Offerings within a reasonable period of time. If you are listed as a Supplier, we also expect that Service Offerings you provide are done so with good quality and in a professional and workmanlike manner, in addition to any other industry standards, laws, or regulations governing the quality and timeliness of your Service Offering. We may remove you as a Supplier on the Supplier Directory or remove a Service Offering if we believe, in our sole discretion, that you have violated these TOU.  
 
3. Use by Customers
 
If you are a Customer, you understand and agree that we are not responsible for your engagement with a Supplier. If you elect to engage with a Supplier or procure a Service Offering, the terms and conditions regarding your use or receipt of the Service Offerings are between you and the Supplier of those Service Offerings. Any questions, concerns or disputes that arise out of your use of a Service Offering should be addressed with the Supplier, not with us. Please see the applicable Supplier’s terms and privacy policy for more information. If you use the Supplier Directory, its content, a Supplier listed on the Supplier Directory, or any Service Offerings, you do so at your sole and exclusive risk. 
 
4. Your Conduct and Content

 a. Acceptable Use. You may use the Supplier Directory to provide, purchase, or learn information about Suppliers, Service Offerings, solely in compliance with this TOU. Your use of the Supplier Directory is subject to and must conform to the requirements of the terms of this TOU. 

b. Suspension and Notice of Violations. We may immediately suspend your use of the Supplier Directory and/or remove a Service Offering or Supplier listing, at any time without notice, for actual or suspected violations of the terms contained in this Section 3 (Your Conduct and Content). This right is in addition to any other rights of suspension and removal that we otherwise have under this TOU or any other applicable agreement you may have with Beeline. You are not allowed to assist or engage others in a way that would violate these TOU.
 
c. Claims of Intellectual Property Violations. We respect the intellectual property rights of others, and we ask our Suppliers, customers, and users to do the same. We may, in our sole discretion, suspend the access or terminate the accounts or use of the Supplier Directory of Suppliers, customers, or users who violate others' intellectual property rights. If you believe that your work has been copied or used in a way that violates your intellectual property rights in the Supplier Directory please contact Beeline at SupplierNetwork@Beeline.com.
 
d. Our Use of Your Content. You grant to us all rights, licenses and permissions necessary to display, reproduce, disseminate, and otherwise use Your Content in connection with the Supplier Directory and in connection with marketing and publicizing the Supplier Directory. We may edit or remove Your Content at any time in our sole discretion.
 
e. Use of Badge Guidelines.   Supplier may use the Beeline Supplier Network tier badge for your own marketing.   Usage must correspond with your tier level.   Questions on badge usage should be directed to SupplierNetwork@Beeline.com. 

 
5. Beeline’s Proprietary Rights
 
You are not granted a license to any software or any intellectual property rights by this TOU. The Beeline products, services, and Directory are protected by intellectual property laws, they belong to and are the property of us or our licensors (if any), and we retain all ownership rights to them. Other than your use of the designated badge in your marketing, You may not use any of our trademarks or logos without our prior written permission, or as otherwise granted to you by another agreement with Beeline. 
 
6. Service Offerings, Third-Party Sites 
 
Provision of the Supplier Directory does not mean we endorse, support or warrant the Supplier or Service Offerings, even if the Supplier or Service Offerings is listed or designated with a Beeline badge. 
 
The Service Offerings, Suppliers, and Third-Party Sites are not under our control. Service Offerings, Supplier listings, and Third-Party Sites, are provided to you only as a convenience, and the availability of any Service Offerings, or Third-Party Sites does not mean we endorse, support, or warranty the Service Offering or Third-Party Sites. Any information provided as part of a Service Offering are subject to the control and accuracy of the Supplier. 
 
7. Term and Termination
 

a. Term. This TOU will apply for as long as you use the Supplier Directory.
 
b. Termination and Suspension. We may terminate this TOU and/or suspend your access to the Supplier Directory immediately if you: (i) violate any of the terms of this TOU, (ii) use the Supplier Directory in a way which has or may negatively reflect on or affect us, our prospects, or our customers, (iii) if we determine it to be necessary or desirable in our sole discretion. We are not obligated to provide you with any of Your Content used in connection with the Supplier Directory after termination. Termination or expiration of this TOU shall not automatically cause any other agreement you may with Beeline to be terminated, if you have one.
 

8. Your Representations and Warranties
 
You represent and warrant that: (i) your participation in the Supplier Directory will not conflict with any of your existing agreements or arrangements, (ii) you have sufficient rights to share all Your Content with us for our use and with other users of the Supplier Directory, and (iii) that the Service Offerings and Your Content does not violate or constitute the infringement of any intellectual property right, right of privacy, right of publicity or other proprietary right. You further represent and warrant that you have all sufficient rights and permissions to offer and provide the Service Offerings. 
 
9. Indemnification
 
You will indemnify, defend and hold us harmless, at your expense, against any third-party claim, suit, action, or proceeding (each, an "Action") brought against us (and our officers, directors, employees, agents, Suppliers, licensors, and affiliates) to the extent that such Action is based upon or arises out of: (a) your use of the Supplier Directory, (b) your noncompliance with or breach of these TOS, or (c) your use, offer or provision of Service Offerings or Third-Party Sites. We will: notify you in writing promptly upon becoming aware of any such claim; give you sole control of the defense or settlement of such a claim; and provide you (at your expense) with any and all information and assistance reasonably requested by you to handle the defense or settlement of the claim. You shall not accept any settlement that (i) imposes an obligation on us, (ii) requires us to make an admission, or (iii) imposes liability not covered by these indemnifications or places restrictions on us without our prior written consent. 
 
10. Disclaimers; Limitations of Liability
 

a. Disclaimer of Warranties. WE AND OUR AFFILIATES AND AGENTS MAKE NO REPRESENTATIONS OR WARRANTIES ABOUT THE SUITABILITY, RELIABILITY, AVAILABILITY, TIMELINESS, SECURITY OR ACCURACY OF THE SUPPLIER DIRECTORY OR SUPPLIER CONTENT. TO THE EXTENT PERMITTED BY LAW, THE SUPPLIER DIRECTORY IS PROVIDED "AS IS" WITHOUT WARRANTY OR CONDITION OF ANY KIND. WE DISCLAIM ALL WARRANTIES AND CONDITIONS OF ANY KIND WITH REGARD TO THE SUPPLIER DIRECTORY AND SERVICE OFFERINGS, INCLUDING ALL IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT. THE SUPPLIER DIRECTORY MAY INCLUDE INACCURACIES OR TYPOGRAPHICAL ERRORS.
 
b. No Indirect Damages. TO THE EXTENT PERMITTED BY LAW, IN NO EVENT SHALL WE BE LIABLE FOR ANY INDIRECT, PUNITIVE, OR CONSEQUENTIAL DAMAGES, INCLUDING LOST PROFITS OR BUSINESS OPPORTUNITIES.

c. Limitation of Liability. IF, NOTWITHSTANDING THE OTHER TERMS OF THIS TOU, WE ARE DETERMINED TO HAVE ANY LIABILITY TO YOU OR ANY THIRD PARTY, THE PARTIES AGREE THAT OUR AGGREGATE LIABILITY WILL BE LIMITED TO $500 USD (FIVE HUNDRED DOLLARS).
 
YOU UNDERSTAND AND AGREE THAT ABSENT YOUR AGREEMENT TO THIS LIMITATION OF LIABILITY, WE WOULD NOT PROVIDE THE SUPPLIER DIRECTORY TO YOU. 
 

11. General
 

a. Amendment; No Waiver. We may update and change any part or all of this TOU. If we update or change this TOU, the updated TOU will be posted at www.beeline.com/beeline-supplier-network. When we change this TOU, the "Last Modified" date above will be updated to reflect the date of the most recent version. We encourage you to review this TOU periodically. If you do not agree with a modification to this TOU, you should not use the Supplier Directory.
 
b. Correction of Errors and Inaccuracies. The content on the Supplier Directory may contain typographical errors or other errors or inaccuracies and may not be complete or current. We therefore reserve the right to correct any errors, inaccuracies or omissions and to change or update the Supplier Content and Your Content at any time without prior notice. However, we do not guarantee that any errors, inaccuracies or omissions will be corrected. Should Supplier request our help in correcting errors, we will endeavor to do so in a reasonable amount of time. 
 
d. Applicable Law. This TOU shall be governed by the laws of the State of Florida, without regard to the conflict of laws provisions thereof. In the event either of us initiates an action in connection with this TOU or any other dispute between the parties, the exclusive venue and jurisdiction of such action shall be in the state and federal courts in Duval County, Florida.
 
e. Force Majeure. Neither party will be responsible for failure or delay of performance if caused by: an act of war, hostility, or sabotage; act of God; electrical, internet, or telecommunication outage that is not caused by the obligated party; government restrictions; or other event outside the reasonable control of the obligated party. Each party will use reasonable efforts to mitigate the effect of a force majeure event.
 
f. Relationship of the Parties. Both you and we agree that no joint venture, partnership, employment, or agency relationship exists between you and us as a result of this TOU.
 
g. Compliance with Applicable Laws. You shall comply with all applicable foreign and domestic laws and governmental regulations. You will not directly or indirectly export, re-export, or transfer the Supplier Content or the Beeline products and services to prohibited countries or individuals or permit use of the Service Offerings, Supplier Content or the Beeline products and services by prohibited countries or individuals.
 
h. Severability. If any part of this TOU is determined to be invalid or unenforceable by applicable law, then the invalid or unenforceable provision will be deemed superseded by a valid, enforceable provision that most closely matches the intent of the original provision and the remainder of this TOU will continue in effect.
 
i. Notices. Notice will be sent to the contact address set forth herein (as such may be changed by notice given to the other party), and will be deemed delivered as of the date of actual receipt.
To Beeline: SupplierNetwork@Beeline.com 
To you: your address as provided in our account information for you. We may give electronic notices specific to you by email to your e-mail address(es) on record in our account information for you. 
 
j. Entire Agreement. This TOU is the entire agreement between us for Supplier Directory and supersedes all other proposals and agreements, whether electronic, oral or written, between us. We object to and reject any additional or different terms proposed by you, including those contained in your purchase order, acceptance or website. It is the express wish of both you and us that this TOU and all related documents be drawn up in English. 
 
k. No Third Party Beneficiaries. Nothing in this TOU, express or implied, is intended to or shall confer upon any person or entity (other than the parties hereto) any right, benefit or remedy of any nature whatsoever under or by reason of this TOU.
 
m. Authority. Each party represents and warrants to the other that it has full power and authority to enter into this TOU and that it is binding upon such party and enforceable in accordance with its terms.