Last updated: 31 January 2022
Beyond Meat reserves the right to modify or update this Agreement and Website from time to time to ensure that they accurately reflect our services, products and practices at all times, for safety reasons, and as required by law. The version of this Agreement that is in effect at the time you access our Website shall apply. Please consult the Agreement every time you access the Website. The top of the Agreement will indicate the date on which it was last updated. If you are a registered user of our Website, we will notify you (as described in section 8 below) of any changes to this Agreement as they apply to you within a reasonable time before these changes become effective, unless they do not have an impact on your rights and obligations under this Agreement. Your continued use of the Website after any such changes constitutes your acceptance of the changes. If you are a registered user and disagree with the revised Agreement, you may terminate this Agreement immediately by closing your account through the account settings.
We may permanently or temporarily terminate or suspend your access to the Website without notice and liability if you violate any provision of this Agreement and/or applicable law. We may otherwise terminate this Agreement with reasonable notice to you. If you are a registered user and disagree with the revised Agreement, you may terminate this Agreement at any time by closing your account.
PLEASE READ THIS AGREEMENT CAREFULLY TO ENSURE THAT YOU UNDERSTAND EACH PROVISION. THIS AGREEMENT CONTAINS A MANDATORY INDIVIDUAL ARBITRATION AND CLASS ACTION/JURY TRIAL WAIVER PROVISION THAT REQUIRES THE USE OF ARBITRATION ON AN INDIVIDUAL BASIS TO RESOLVE DISPUTES, RATHER THAN JURY TRIALS OR CLASS ACTIONS. THIS PROVISION DOES NOT APPLY IF YOU ARE A CONSUMER IN THE EUROPEAN ECONOMIC AREA OR UNITED KINGDOM OR IF OTHERWISE PROHIBITED BY APPLICABLE LAW.
1. Use of Our Site
This is a contract between you and Beyond Meat. You must read and agree to this Agreement before using the Website. If you do not agree, you may not use the Website. You may use the Website only if you can form a binding contract with Beyond Meat, and only in compliance with this Agreement and all applicable laws, rules and regulations. Any use or access to the Website by anyone under 18 years is only permitted with the assistance of a parent or legal guardian. The Website is not available to any Users previously removed from the Website by Beyond Meat.
B. Access to the Site
Subject to the terms and conditions of this Agreement, you are hereby granted a non-exclusive, limited, non-transferable, freely revocable license to use the Website for your personal, noncommercial use only and as permitted by the features of the Website. Beyond Meat reserves all rights not expressly granted herein in the Website and Beyond Meat Content (as defined in section 2 below). Beyond Meat may terminate this license at any time for any reason or no reason.
C. Site Rules
You agree not to engage in any of the following prohibited activities: (i) copying, distributing, or disclosing any part of the Website in any medium, including without limitation by any automated or non-automated “scraping”; (ii) using any automated system, including without limitation “robots,” “spiders,” “offline readers,” etc., to access the Website in a manner that sends more request messages to the Beyond Meat servers than a human can reasonably produce in the same period of time by using a conventional on-line web browser (except that Beyond Meat grants the operators of public search engines revocable permission to use spiders to copy publicly available materials from Beyond Meat.com 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); (iii) transmitting spam, chain letters, or other unsolicited email; (iv) attempting to interfere with, compromise the system integrity or security or decipher any transmissions to or from the servers running the Website; (v) taking any action that imposes, or may impose at our sole discretion an unreasonable or disproportionately large load on our infrastructure; (vi) uploading invalid data, viruses, worms, or other software agents through the Website; (vii) collecting or harvesting any personally identifiable information from the Website; (viii) using the Website for any commercial solicitation purposes; (ix) impersonating another person or otherwise misrepresenting your affiliation with a person or entity, conducting fraud, hiding or attempting to hide your identity; (x) interfering with the proper working of the Website; (xi) accessing any content on the Website through any technology or means other than those provided or authorized by the Website; or (xii) bypassing the measures we may use to prevent or restrict access to the Website, including without limitation features that prevent or restrict use or copying of any content or enforce limitations on use of the Website or the content therein.
2. Our Proprietary Rights
The Website and all materials therein or transferred thereby, including, without limitation, software, images, text, graphics, illustrations, logos, patents, trademarks, service marks, copyrights, photographs, audio, videos, and music belonging to other Users (the “Beyond Meat Content”), and all Intellectual Property Rights related thereto, are the exclusive property of Beyond Meat and its licensors. Except as explicitly provided herein, nothing in this Agreement shall be deemed to create a license in or under any such Intellectual Property Rights, and you agree not to sell, license, rent, modify, distribute, copy, reproduce, transmit, publicly display, publicly perform, publish, adapt, edit or create derivative works from any Beyond Meat Content. Use of the Beyond Meat Content for any purpose not expressly permitted by this Agreement is strictly prohibited.
You may choose to or we may invite you to submit comments or ideas about the Website, including without limitation about how to improve the Website or our products (“Ideas”). By submitting any Idea, you agree that your disclosure is gratuitous, unsolicited and without restriction and will not place Beyond Meat under any fiduciary or other obligation, and that we are free to use the Idea without any additional compensation to you, and/or to disclose the Idea on a non-confidential basis or otherwise to anyone. You further acknowledge that, by acceptance of your submission, Beyond Meat does not waive any rights to use similar or related ideas previously known to Beyond Meat, or developed by its employees, or obtained from sources other than you.
3. THIRD-PARTY LINKS AND INFORMATION
You agree to defend, indemnify and hold harmless Beyond Meat and its subsidiaries, agents, licensors, managers, and other affiliated companies, and their employees, contractors, agents, officers and directors, from and against any and all claims, damages, obligations, losses, liabilities, costs or debt, and expenses (including but not limited to attorney’s fees) arising from: (i) your use of and access to the Website, including any data or content transmitted or received by you; (ii) your violation of any term of this Agreement, including without limitation your breach of any of the representations and warranties above; (iii) your violation of any third-party right, including without limitation any right of privacy or Intellectual Property Rights; (iv) your violation of any applicable law, rule or regulation; (v) your willful misconduct; or (vi) any other party’s access and use of the Website with your unique username, password or other appropriate security code that is (fully or partially) a result of your action or inaction.
5. LIMITED WARRANTY AND LIABILITY
Nothing in this Agreement is intended to exclude or limit Beyond Meat’s liability for death, personal injury or fraudulent misrepresentation caused by Beyond Meat’s negligence, or to affect your statutory rights, including statutory warranty rights. Beyond Meat takes the necessary care in providing our Website, products and services to you and in maintaining a safe, secure, and error-free environment. Provided that Beyond Meat has acted with professional diligence, it will not be responsible for any loss (including loss of profits, revenue, contracts, anticipated savings, data, goodwill or wasted expenditure, and any indirect or consequential losses) that (1) is not caused by a breach of this Agreement on Beyond Meat’s part or otherwise by its actions or lack of action, (2) under normal circumstances at the time this Agreement was agreed was not foreseeable; and (3) for events beyond Beyond Meat’s reasonable control. The Website is controlled and operated from facilities in the United States. You may not use the Website if you are a resident of a country embargoed by the United States, or are a foreign person or entity blocked or denied by the United States government.
6. GOVERNING LAW, ARBITRATION, AND CLASS ACTION/JURY TRIAL WAIVER
A. Governing Law. You agree that: (i) the Website shall be deemed solely based in California; and (ii) the Website shall be deemed a passive one that does not give rise to personal jurisdiction over us, either specific or general, in jurisdictions other than California. This Agreement shall be governed by the internal substantive laws of the State of California, without respect to its conflict of laws principles. If you are a consumer in the European Economic Area or United Kingdom, you may be afforded additional protections under the law of your habitual residence irrespective of the above choice of law.
The parties acknowledge that this Agreement evidences a transaction involving interstate commerce. Notwithstanding the preceding sentences with respect to the substantive law, any arbitration conducted pursuant to the terms of this Agreement shall be governed by the Federal Arbitration Act (9 U.S.C. §§ 1-16). The application of the United Nations Convention on Contracts for the International Sale of Goods is expressly excluded. You agree to submit to the personal jurisdiction of the federal and state courts located in Los Angeles County, California for any actions for which we retain the right to seek injunctive or other equitable relief in a court of competent jurisdiction to prevent the actual or threatened infringement, misappropriation or violation of a our copyrights, trademarks, trade secrets, patents, or other intellectual property or proprietary rights, as set forth in the Arbitration provision below, including any provisional relief required to prevent irreparable harm. You agree that Los Angeles County, California is the proper forum for any appeals of an arbitration award or for trial court proceedings in the event that the arbitration provision below is found to be unenforceable.
If you are a consumer in the European Economic Area or United Kingdom, the above mandatory arbitration provision does not apply to you and you may bring a claim relating to this Agreement before the competent court of your place of habitual residence or the competent court of Beyond Meat's place of business in Los Angeles County, California. Also, as a consumer, you can access the European Commission’s online dispute resolution platform here: https://ec.europa.eu/consumers/odr. Please note that Beyond Meat is not committed nor obliged to use an alternative dispute resolution entity to resolve disputes with consumers.
B. Arbitration. READ THIS SECTION CAREFULLY BECAUSE IT REQUIRES THE PARTIES TO ARBITRATE THEIR DISPUTES AND LIMITS THE MANNER IN WHICH YOU CAN SEEK RELIEF FROM BEYOND MEAT. For any dispute with Beyond Meat, you agree to first contact us at [[email protected]] and attempt to resolve the dispute with us informally. In the unlikely event that Beyond Meat has not been able to resolve a dispute it has with you after sixty (60) days, we each agree to resolve any claim, dispute, or controversy (excluding any claims for injunctive or other equitable relief as provided below) arising out of or in connection with or relating to this Agreement, or the breach or alleged breach thereof (collectively, “Claims”), by binding arbitration by JAMS, under the Optional Expedited Arbitration Procedures then in effect for JAMS, except as provided herein. JAMS may be contacted at www.jamsadr.com. The arbitration will be conducted in Los Angeles County, California, unless you and Beyond Meat agree otherwise. If you are using the Website for commercial purposes, each party will be responsible for paying any JAMS filing, administrative and arbitrator fees in accordance with JAMS rules, and the award rendered by the arbitrator shall include costs of arbitration, reasonable attorneys’ fees and reasonable costs for expert and other witnesses. If you are an individual using the Website for non-commercial purposes: (i) JAMS may require you to pay a fee for the initiation of your case, unless you apply for and successfully obtain a fee waiver from JAMS; (ii) the award rendered by the arbitrator may include your costs of arbitration, your reasonable attorney’s fees, and your reasonable costs for expert and other witnesses; and (iii) you may sue in a small claims court of competent jurisdiction without first engaging in arbitration, but this does not absolve you of your commitment to engage in the informal dispute resolution process. Any judgment on the award rendered by the arbitrator may be entered in any court of competent jurisdiction. Nothing in this Section shall be deemed as preventing Beyond Meat from seeking injunctive or other equitable relief from the courts as necessary to prevent the actual or threatened infringement, misappropriation, or violation of our data security, Intellectual Property Rights or other proprietary rights.
C. Class Action/Jury Trial Waiver. WITH RESPECT TO ALL PERSONS AND ENTITIES, REGARDLESS OF WHETHER THEY HAVE OBTAINED OR USED THE SITE FOR PERSONAL, COMMERCIAL OR OTHER PURPOSES, ALL CLAIMS MUST BE BROUGHT IN THE PARTIES’ INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS ACTION, COLLECTIVE ACTION, PRIVATE ATTORNEY GENERAL ACTION OR OTHER REPRESENTATIVE PROCEEDING. THIS WAIVER APPLIES TO CLASS ARBITRATION, AND, UNLESS WE AGREE OTHERWISE, THE ARBITRATOR MAY NOT CONSOLIDATE MORE THAN ONE PERSON’S CLAIMS. YOU AGREE THAT, BY ENTERING INTO THIS AGREEMENT, YOU AND BEYOND MEAT ARE EACH WAIVING THE RIGHT TO A TRIAL BY JURY OR TO PARTICIPATE IN A CLASS ACTION, COLLECTIVE ACTION, PRIVATE ATTORNEY GENERAL ACTION, OR OTHER REPRESENTATIVE PROCEEDING OF ANY KIND.
A .Assignment. This Agreement, and any rights and licenses granted hereunder, may not be transferred or assigned by you, but may be assigned by Beyond Meat without restriction. Any attempted transfer or assignment in violation hereof shall be null and void.
B. Notification Procedures and Changes to the Agreement. Beyond Meat may provide notifications, whether such notifications are required by law or are for marketing or other business related purposes, to you via email notice, written or hard copy notice, or through posting of such notice on our website, as determined by Beyond Meat in our sole discretion. Beyond Meat reserves the right to determine the form and means of providing notifications to our Users, provided that you may opt-out of certain means of notification as described in this Agreement and in accordance with applicable law. Beyond Meat is not responsible for any automatic filtering you or your network provider may apply to email notifications we send to the email address you provide us.
C. Entire Agreement/Severability. This Agreement, together with any amendments and any additional agreements you may enter into with Beyond Meat in connection with the Website, shall constitute the entire agreement between you and Beyond Meat concerning the Website. Each party agrees that it shall not have any remedies under this Agreement for any infringement of any statement, representation or warranty that is not included in this Agreement, and that it shall not have any claim for innocent or negligent misrepresentation based on any statement in this Agreement. If any provision of this Agreement is deemed invalid by a court of competent jurisdiction, the invalidity of such provision shall not affect the validity of the remaining provisions of this Agreement, which shall remain in full force and effect, except that in the event of unenforceability of the universal Class Action/Jury Trial Waiver, the entire arbitration agreement shall be unenforceable.
D. No Waiver. No waiver of any term of this Agreement shall be deemed a further or continuing waiver of such term or any other term, and Beyond Meat’s failure to assert any right or provision under this Agreement shall not constitute a waiver of such right or provision.
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