BEMO Seat-based Purchase Agreement Supplement

This Seat-based Purchase Agreement Supplement (“Supplement”) is executed in accordance with the terms of the Exhibit(s) attached, BEMO Terms of Service, Policies, and other agreements, found at https://www.bemopro.com/legal as well as with any other terms attached to this Supplement, if any, between BEMO (Party #1) and You Customer (Party #2), all collectively referred as “Agreements” and is entered into by the parties and effective as of the Effective Date above.

BY VIEWING THE BEMO WEBSITES, CLICKING A BOX INDICATING YOUR ACCEPTANCE, SUBMITTING AN ORDER FORM, OR USING THE SERVICES, YOU AGREE TO THE TERMS OF THIS SUPPLEMENT INCLUDING THE “Agreements”, AND CREATE A BINDING AGREEMENT BETWEEN YOU AND US.

IF YOU ARE ENTERING INTO THIS AGREEMENT ON BEHALF OF A COMPANY OR OTHER LEGAL ENTITY, YOU REPRESENT THAT YOU HAVE THE AUTHORITY TO BIND THE ENTITY AND ITS AFFILIATES. IF YOU DO NOT HAVE THAT AUTHORITY, OR IF YOU DO NOT AGREE WITH THESE TERMS AND CONDITIONS, YOU MUST NOT ACCEPT THIS AGREEMENT AND MAY NOT USE THE SERVICES.

ABOVE AND BEYOND WHAT IS STATED IN THE BEMO TERMS OF SERVICE and THE MICROSOFT CUSTOMER AGREEMENT, THE FOLLOWING WILL APPLY:

1.   Term Duration

When purchasing seat-based products and services from BEMO, you are committed to the term. Therefore, you will be bounded by the term duration of the offer(s) you have agreed to purchase, either monthly, 1-year, or 3-year terms, and for the number of seats, you purchased initially and then at renewal.

2.   Billing Cycle

All purchases for products and services with a 1-month term are billed monthly. All purchases for products and services with a 1-year term will be billed once a year or every month, depending on the option you choose based on the offer we extended to you. All purchases for products and services with multi-year terms will be billed either for the entire term, once a year or every month, depending on the option you choose based on the offer we extended to you.

3.   Cancellation

If you wish to cancel a subscription, you must do that within 168 hours following your original purchase or 168 hours following your subscription renewal date. For example,

• If you purchased an annual or monthly subscription at 1:00 PM on March 15, 2022, you would have until 12:59 PM on March 22, 2022, to cancel it.
• If your renewal date for either an annual or monthly subscription is at midnight on May 15, you will have until 11:59 PM on May 22 to cancel your subscription.

BEMO will provide you with a prorated credit if you cancel within the allowed time window. No credit or refund will be awarded if you cancel outside that time window.

BEMO highly recommends our customers cancel within the first 48 hours of the cancellation window to avoid confusion with time zone and processing time.

4.   Increasing the number of seats

You can add seats at any time by simply visiting the Store Admin Center and clicking on ‘Change’. Your account will be billed on a prorated basis until the end of the term of your subscription.

5.   Reducing the number of seats

Like the cancellation window, you will be able to decrease the number of seats within 168 hours following either: a) your initial purchase, b) an incremental order (but not less than your prior commitment), or c) the renewal date. To do so, simply visit the BEMO Store Admin Center and click on ‘Change’. For example,

• If you purchased an annual or monthly subscription at 1 PM on March 15, 2022, you will be able to decrease the number of seats for that subscription until 12:59 PM on March 22, 2022.
• If you added seats outside the cancellation or renewal window, let’s say you have 10 seats and increase to 13 at 1 PM on March 20, you will be able to reduce the number of seats to as low as 10 seats for that subscription until 11:59 PM on March 27.
• If your renewal date for either an annual or monthly subscription is at midnight on May 15, you will be able to decrease the number of seats for that subscription until 11:59 PM on May 22.

No credit or refund will be awarded if you decrease the number of seats outside those 72-hour windows.

BEMO highly recommends our customers to cancel or reduce the seat count within the first 48 hours of the cancellation window to avoid confusion with the time zone and processing time.

6.   Upgrades and downgrades

Customers who wish to upgrade a subscription, for example, moving from Microsoft 365 Business Basic to Microsoft 365 Business Premium, could do so by contacting their respective BEMO customer success manager or by opening a ticket at https://bemopro.com/sr and including “Upgrade or Downgrade request” in your ticket subject line.

Upgrades can be done at any time during the term of the subscription.

Upon upgrade, customers will be billed on a prorated basis for the upgrade cost.

Upon upgrade, customers will be credited on a prorated basis for their former subscriptions being upgraded.

No credit or refund will be awarded on downgrades.

Downgrades can be activated once the original subscription has expired, not before and may result in data loss or services being disabled, whereas BEMO assumes no responsibility.

7.   Auto-renewal

All subscriptions will automatically renew unless the Customer toggles off the auto-renew control on any given subscription.

When a subscription has its auto-renewal status set to OFF, the subscription status will change to expired at the end of the term, and the grace period will apply (See Subscription Lifecycle below). At the end of the grace period, the subscription will enter the disabled status, and the users will no longer have access to the services or files. In addition, data will be purged from the Microsoft backend within the next 30 to 90 days, according to the Microsoft Data Retention policies.

You can find your actual renewal date and time along with the auto-renew status on the BEMO Store Admin Center ‘Licenses’ page.

8.   Promotion

Promotional pricing is for qualified customers, subject to Microsoft and BEMO credit approvals. Promotional rates are valid for the Term of the subscription.

9.   Price Protection

Prices are valid for the Term of subscription. Beyond the Term of the subscription, prices are subject to change without notice and based on available Microsoft and other reseller pricelists.

10. Accepted Payment Methods

Automated Recurring Billing

Payment to Us uses an automatic monthly payment feature. Therefore, you authorize Us to withdraw from Your bank account or charge Your credit or debit card for the monthly charges associated with Your plan (including Your rate plan charge, add-on services selected, incidental purchases, plus applicable taxes fees, and surcharges).

One-month term and yearly terms without promotional rate: Credit card or BEMO ACH

We accept payment by credit card or pre-authorized ACH direct debit with the BEMO ACH service for one-month and yearly terms subscriptions sold at regular pricing.

Annual or multi-year terms with promotional rate: BEMO ACH only

We require all customers to sign up for pre-authorized ACH direct debit with the BEMO ACH service for one-year and multi-year term subscriptions. Terms are NET 0, and your payment must clear before providing your service. In addition, BEMO may impose a 3% surcharge on annual term purchases paid by credit card and require customers to sign up for BEMO ACH.

Offline payment methods

Payment by check or other offline payment methods such as Bill.com is not accepted. Other methods are subject to BEMO approval.

 11. Other

This Seat-based Purchase Agreement Supplement is attached to and incorporated into the Agreements and is subject to all its terms and conditions.

Exhibit A: Subscription lifecycle

All subscriptions are in one of five states: Active, Expired, Suspended, Disabled, or Deleted.
Note, however, that there are two types of Disabled state—Disabled and Suspended-Disabled, as explained in the following sections.

Active

This is the usual state for a subscription that has not reached its end date. Users can access files and services, and administrators can access data. Customers are billed according to their chosen billing frequency for all subscriptions in the Active state.

Suspended

Typically triggered when a customer fails their payment obligation with BEMO. If BEMO suspends a subscription, then it enters the Suspended state. The purpose of the Suspend function is to help in dunning scenarios since users cannot access files and services.

Expired

If a subscription comes to the end of its term and isn’t auto-renewed, then it automatically moves from the Active state into the Expired state. This state lasts for 30 days. It’s also known as a grace period since users can continue to access files and services. Customers aren’t billed for subscriptions in the Expired state. It isn’t possible to move a subscription from the Expired state back to the Active state, a new order for the required licenses has to be placed to regain access to the services and data.

Disabled

A subscription in the Expired state automatically moves to the Disabled state after 30 days. This state lasts for 90 days, and users can NOT access files and services,

Deleted

In this final state, all customer data is deleted permanently. There are two ways that a subscription can enter this state:

• A subscription in the Disabled state automatically moves to the Deleted state after 90 days.

• If BEMO cancels a subscription, then it is immediately moved to the Deleted state. There is no way to reverse the action of cancellation.