TERMS OF SERVICE

:: BEMO Terms of Service

THESE TERMS OF SERVICE (“AGREEMENT”) GOVERN YOUR USE OF THE BEMO WEBSITES AND THE SERVICES, INCLUDING BETA TESTING, TRIALS, MANAGED SERVICES, AND ANY OTHER SERVICES PROVIDED TO YOU BY BEMO.

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 AGREEMENT INCLUDING THE SUPPLEMENTS TO BEMO TERMS OF SERVICE ATTACHED 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.

UNLESS AGREED OTHERWISE IN WRITING. ALL CUSTOMERS must establish a Microsoft Cloud Service Provider (CSP) relation with BEMO and purchase Office 365 subscriptions at the BEMO Online store (https://store.bemopro.com)

You agree that we may modify this Agreement by posting a revised version on the BEMO Website and notifying You by email. By clicking to accept the revised Agreement, or continuing to use or receive the Services, you agree to the revised changes. It is your responsibility to read and understand the entire Agreement and changes made to it. This Agreement was last updated on March 27, 2025.

You may not access the Services if You are Our direct competitor, except with Our prior written consent. In addition, you may not access the Services for purposes of monitoring their availability, performance, or functionality or for any other benchmarking or competitive purposes.

You may not view BEMO Websites or use the Services if You are under the age of 18. If BEMO determines that an account has been set up or used by anyone under 18, BEMO will terminate the account.

You acknowledge that the Terms of Service are bonded with our Privacy Policy, Data Confidentiality Agreement, Acceptable Use Policy, Service Level Agreement, Microsoft Customer Agreement, as well as other agreements and supplements, which can be found at https://www.bemopro.com/legal

1. DEFINITIONS

"Affiliate" means any entity which directly or indirectly controls, is controlled by or is under common control with the subject entity. "Control," for purposes of this definition, means direct or indirect ownership or control of more than 50% of the voting interests of the subject entity.

“Appointee” shall have the meaning set forth in Section 2.2 (Appointments).

"BEMO Website" BEMO’s main website at http://www.bemopro.com, BEMO Online Store (BOS) at http://store.bemopro.com, BEMO Help Center at https://support.bemopro.com, any sub-domains of "bemopro.com", any web pages providing any part of any of the Services, and any localized versions of any of the foregoing in different languages or for different regions.

“Content” means all audio, video, multimedia, data, text, images, documents, computer programs, and any other information or materials uploaded by or on behalf of You in connection with Your use of the Service.

“Consumption-based” or “Pay-as-you-Go” Services means to pay for goods or services based on usage and billed after the billing cycle has ended rather than in advance or on credit. Billed in arrears.

"Demo" or "Trial" means a demonstration environment provided to You at no extra cost, to be used for the sole purpose of conducting product evaluation, demonstration, or training. Under no circumstances, a Demo should be used for holding production or actual project data.

“License-based Service” means a Service you purchase that requires licenses, where you’re billed for each license, you buy. However, you're not billed by usage for these licenses.

"Malicious Code" means viruses, worms, time bombs, Trojan horses, spyware, and any other harmful or malicious code, files, scripts, agents, or programs.

“New Commerce Experience” means the Microsoft multi-year transformational journey to deliver a simplified engagement experience that will benefit both partners and customers. This transformation started in 2019 and culminated with seat-based offers added to the new commerce experience in early 2022.

"Order Form" means online order forms for purchases of Services. Order Forms are part of this Agreement.

"Purchased Services" means Services that You purchase from BEMO, as distinguished from those provided for a beta test or risk-free trial.

“Seat-based offer” means a subscription offered “per seat” for one user, referenced as a seat for short. Each seat counts as one, no matter if it is assigned to a user or not.

"Services" means services your purchase from Us, excluding Third Party Applications.

“Service Term” means the period for which you have elected to pay for and/or use the Service.

"Third-Party Applications" means online, Web-based applications, offline software, services, and customizations that interoperate with BEMO Services but are provided by third parties, either resold or not by BEMO.

“True-Up” means an inventory procedure BEMO follows to account for all seat-based, license-based Services, and resource-based Services by increasing the respective quantity above and beyond what You have been invoiced for or charged for prior to last True-up.

"User Guide" means the online user guide, Frequently Asked Questions (FAQ), or Knowledge-Base (KB) articles for the Services on the BEMO Website, as updated from time to time.

"Users" means individuals You authorize to use the Services You subscribe to (e.g., Your employees, consultants, contractors, and agents; or third parties with which You transact business), and who have been supplied user identifications and passwords by You (or by Us at Your request).

"We" or "Us" or "Our" means BEMO.

"You" or "Your" means the individual, company, or other legal entity for which you are accepting this Agreement, Affiliates of that company or entity, as well as Appointees, consultants, contractors, and agents authorized to perform work and modify your Service and Third-Party Applications.

"Your Data" means all electronic data or information submitted by You and Users to the Purchased Services.

2. PREVIEW, BETA TEST, TRIAL, AND DEMONSTRATION

2.1 Scope

This Section applies to you solely if You have subscribed to the Service on a preview, beta test, trial, or demonstration test (pre-release) basis.

We may make one or more Services available to You as part of a beta test of new or updated Services. We will determine the length of the beta test. Additional beta test terms and conditions may appear on the beta test registration web page. Any additional terms and conditions are part of this Agreement. Beta tests are confidential, and You agree not to make any public statements regarding any Services provided as part of a beta test.

DATA YOU ENTER INTO THE SERVICES, AND CUSTOMIZATIONS MADE TO THE SERVICES BY OR FOR YOU, DURING A BETA TEST TRIAL MAY NOT BE TRANSFERRED TO PURCHASED SERVICES.

DURING THE BETA TEST TRIAL, SECTION 9.1 DOES NOT APPLY AND THE SERVICES ARE PROVIDED “AS IS” WITHOUT ANY WARRANTY.

You acknowledge that You have had the opportunity to review the User Guide during your beta test so that You may become familiar with the features and functions of the Services before You make Your purchase.

2.2 Trial Use of Service

This Section (Trial Use of Service) applies to you solely if You have subscribed to the Service on a trial basis.

2.2.1 Trial Use

In addition to the other terms of this Agreement, as a trial user of the Service, Your right to access and use the Service is limited as provided in the e-mail communication from Us acknowledging Your right to use the Service, or as provided in the Web pages describing trial use of the Service for the specified number of users (seats). This trial Service might be offered by Us at a later time with different features, for a fee, or not at all, as determined by Us in Our sole discretion. In order to maintain a consistent quality of service, We reserve the right to suspend trial access to the Service as needed temporarily.

2.2.2 Cancellation and Termination of Trial Service

Your right to use the Service on a trial basis shall terminate immediately upon You requesting to cancel your Trial. In addition, We reserve the right, for any reason in Our sole discretion without prior notice, to discontinue or suspend Your trial use, and to terminate Your trial account in the event You would violate Our Acceptable Use Policy. Your rights and the rights of Participants to access Content submitted to your account and processed by the Service shall terminate immediately upon termination of Your right to use the Service.

2.2.3 Conversion to Paid Service

If You do not request to cancel your trial, then the service will automatically convert to a paid service at the end of the trial period. Additional trial terms and conditions may appear on the trial registration web page. Any additional terms and conditions are part of this Agreement.

ANY DATA YOU ENTER INTO THE SERVICES, AND ANY CUSTOMIZATIONS MADE TO THE SERVICES BY OR FOR YOU, DURING THE TRIAL WILL BE PERMANENTLY LOST UNLESS YOU PURCHASE A SUBSCRIPTION TO THE SAME SERVICES, PURCHASE UPGRADED SERVICES, OR EXPORT THE DATA, BEFORE THE END OF THE TRIAL PERIOD. YOU CANNOT TRANSFER DATA ENTERED OR CUSTOMIZATIONS MADE DURING THE TRIAL TO A SERVICE THAT WOULD BE A DOWNGRADE FROM THAT COVERED BY THE TRIAL; THEREFORE, IF YOU PURCHASE A SERVICE THAT WOULD BE A DOWNGRADE FROM THAT COVERED BY THE TRIAL, YOU MUST EXPORT YOUR DATA BEFORE THE END OF THE TRIAL PERIOD, OR YOUR DATA WILL BE PERMANENTLY LOST.

2.3 Promotional Offers

We may offer promotions and provide a rebate to You from time to time. The rebate is to be given in the form of credit and may be subject to additional conditions. Promotional offers have no cash value. A promotional offer cannot be combined with other promotional offerings or discounts. Credit will be applied as per the terms of Our promotional offer. Your account must be in good standing to qualify for any promotional offer. All Our promotions are subject to change or may end without any notice from Us.

2.4 Demonstration Environments

We may make one or more Services available to You for evaluation purposes. We will determine the length of those Services and additional terms and conditions which may appear on the registration web page or supplemental information delivered to You are part of this Agreement.

Since Your demonstration environment for evaluation purposes may include additional customization provided by Us or Third-Party Applications providers and could involve manual configuration, it is not subject to Sections 9.1 and 9.3 of this Agreement, and the Services are provided “as-is” without any warranty.

Demonstration environments are subject to be reset, refreshed, or re-imaged which may cause permanent loss of data you may have entered. Therefore, demonstration environments cannot be used for holding production or actual project data.

DATA YOU ENTER INTO THE SERVICES, AND CUSTOMIZATIONS MADE TO THE SERVICES BY OR FOR YOU, IN A DEMONSTRATION ENVIRONMENT MAY NOT BE TRANSFERRED TO PURCHASED SERVICES.

3. PURCHASED SERVICES

3.1 Provision of Purchased Services

We will make the Purchased Services available to You according to this Agreement and the applicable Order Forms. To access the Service, You will be required to have supported hardware, internet browser, and Operating System components as specified by Microsoft and by Third-Party Application providers.

3.2 User Subscriptions (Seat-based offers)

Unless otherwise specified in the applicable Order Form: (i) Services are purchased as User subscriptions and may only be accessed by the specified number of Users; (ii) additional User subscriptions (seats) may be added during the Service Term at the same price as that for the preexisting subscriptions (or less if agreed by Us), for the remainder of the Service Term in effect when the additional User subscriptions are added; and (iii) the added User subscriptions will end on the same date as the pre-existing subscriptions. User subscriptions are for designated Users and may not be shared or used by more than one User.

3.3 Modifying Your Service, Adding Users, or Assigning Users

You may modify Your Service by adding User subscriptions (seats), adding Users, or assigning Users to a subscription (seat) as per section 12.4 Upgrades and downgrades. By doing so, You acknowledge that in reference to Our True-Up procedure, We will invoice You for subscriptions (seats) in excess of what You have in the prior Order Form as per section 3.2 above.

You may be able to modify Your Service by adding software subscriptions, licenses, and resources or assigning subscriptions or licenses to a resource. By doing so, You acknowledge that as per Our True-Up procedure, We will invoice You for software subscriptions or licenses in excess of what You have in the prior Order Form as per section 3.2 above.

Your ability to downgrade your Service, or lower the number of seats, might be disabled during the subscription term.

3.4 [Deleted]

Superseded by Section 12.5

3.5 Enabling Compliance and Performance for Services Purchased from BEMO

To allow the same level of compliance and cybersecurity services for all the users on your tenant as per your prior Order Form and contracts with BEMO, You must ensure that You have all the Microsoft 365, BEMO, and other 3rd party licenses required to enable and maintain your services. You must also assign these licenses to all users as well.

In the event BEMO finds gaps in licensing and seat assignment, BEMO will perform a True-Up operation by purchasing missing seats and as needed, by assigning seats and licenses to users on your behalf.

At any point in time, the number of seats must be the greater of these three: 1) the minimum purchase quantity for any given BEMO offer, 2) the minimum quantity as per your Order Form and contract terms, or 3) the total of active, licensed users on your tenant.

Seats will be added to your existing subscription and will be billed on a prorated basis for the remainder of their respective term. If you do not have an existing subscription, we will create a new one on your behalf with a 1-month term and price it at the retail rate listed on our Website. Your seat count will be increased per the Seat-based Purchase Agreement Supplement. Therefore, Customer will have 168 hours to lower the seat count if they wish to do so, without, of course, going below the minimum quantity of seats defined above.

4. USE OF THE SERVICES

4.1 Our Responsibilities

We will: (i) provide You with basic support for the Purchased Services at no additional charge, or upgraded support if purchased separately; (ii) use commercially reasonable efforts to make the Purchased Services available in accordance with the BEMO Service Level Agreement (“SLA”) except for: (a) planned downtime (as described in the SLA); (b) any unavailability caused by circumstances beyond Our reasonable control, including without limitation, acts of God, acts of government, flood, fire, earthquakes, civil unrest, acts of terror, strikes or other labor problems (other than those involving Our employees), or Internet service provider failures or delays; (c) custom hardware and software configurations; (d) configurations without automatic failover; or (e) Beta Test; (iii) provide the Services only in accordance with applicable laws and government regulations; (iv) provide reasonable level of protection against Malicious Code using industry standard anti-virus software and firewall protection; and (v) not purposely store or transmit Malicious Code through our Services.

4.2 Your Responsibilities

You will: (i) be responsible for ensuring Users’ compliance with this Agreement and BEMO’s Acceptable Use Policy ; (ii) be solely responsible for the accuracy, quality, integrity, and legality of Your Data and of how You acquired Your Data; (iii) use commercially reasonable efforts to prevent unauthorized access to or use of the Services, and notify Us promptly of any such unauthorized access or use; (iv) use the Services only per the User Guide and applicable laws and government regulations; (v) designate employees or agents “Users” who are authorized to access and use the Services on behalf of You, (vi) establish the level of authority granted to each User, if applicable, (vii) direct Us to revoke or suspend any User’s access to your Services when appropriate, and (vii) otherwise administer Your use of the Services. In addition, you are responsible for all activity on Your Service by Users and others who obtain access via any user’s credentials and password.

You will not: (a) make the Services available to anyone other than Users; (b) sell, resell, rent, or lease the Services; (c) use the Services to store or transmit infringing, libelous, or otherwise unlawful or tortious material; or to store or transmit material in violation of third-party rights; (d) use the Services to store or transmit

Malicious Code; (e) interfere with or disrupt the integrity or performance of the Services or third-party data; or (f) attempt to gain unauthorized access to the Services or their related systems or networks; (g) and will ensure that each of Your Users does not disclose or share any user credentials with any third parties or use them for any unauthorized purpose.

EDUCATION CUSTOMERS: By buying Microsoft Office Education products and services with BEMO, You certify meeting the criteria as per Microsoft Qualified Education User Definition. Additionally, to qualify for the equivalent Student Benefits, the customer will order a sufficient quantity of licenses to cover the total number of faculty and staff members (full-time and part-time) AND will place incremental orders within 10 days in the event the number of purchased seats is less than the actual total number of faculty and staff member.

NONPROFITS CUSTOMER: By ordering Microsoft Office Nonprofits products and services with BEMO, You certify meeting the eligibility criteria as per Microsoft. If the customer no longer meets all the eligibility criteria, they will notify BEMO within 10 days of a change in status.

Claiming Partner of Record (CPOR): Per Microsoft terms, You will review and sign a Proof of Execution (POE) that will attest that BEMO has delivered the workloads and services specified in orders placed and invoices received from BEMO. Learn more about CPOR.

4.3 Usage Limitations

Services may be subject to other limitations, such as, for example, limits on disk storage space, on the number of users, on the number of calls You are permitted to make against Our application programming interface, and for Services that enable You to provide public websites, on the number of page views by visitors to those websites. Limitations are specified in the User Guide or Order Form as appropriate.

4.4 Access to Service

You acknowledge that your ability to access the Service may require the payment of third-party fees (such as telephone toll charges, ISP, or airtime charges) and that you are responsible for paying such fees. In addition, we are not responsible for any equipment you may need to access the Service.

4.5 Application Limitations

Without limiting the foregoing, the Service is not designed or licensed for use in hazardous environments requiring fail-safe controls, including but not limited to operating nuclear facilities, aircraft navigation/communication systems, air traffic control, and life support or weapons systems. Without limiting the generality of the foregoing, We, Our affiliates, suppliers, licensors, and resellers expressly disclaim any express or implied warranty of fitness for such purposes.

4.6 Appointments

You may appoint individuals within your organization or other third parties to administer various functions of the Service (“Appointees”), as applicable. Notwithstanding anything to the contrary outlined in Section 4.2 of this Agreement, You may, if applicable, provide to Appointees specific Log-In

Information for the sole purpose of enabling such Appointee to administer various functions of the Service under the terms of this Agreement. You are solely responsible for all acts or omissions of Appointees in connection with the Service.

5. THIRD-PARTY PROVIDERS

5.1 Third-Party Products and Services

Your use of third-party products or services, including Third-Party Applications, and any data exchange between You and any third-party provider, is solely between You and the third party. We do not warrant or support Third-party products or services. Therefore, no purchase of third-party products or services is required to use the Services.

5.2 Third-Party Applications Installed or Enabled by You

If You install or enable Third-Party Applications, You acknowledge that We may allow providers of those Third-party Applications to access Your Data as required for the inter-operation of such Third-party Applications with the Services. We will not be responsible for any disclosure, modification, or deletion of Your Data resulting from access by Third-Party Application providers.

5.3 Third-Party Applications Installed or Enabled by Us

If You order a Third-Party Application directly from Us, We will install or enable the Third-Party Application for You. In this case, You will be subject to additional terms and conditions for the Third-party Application, and You must agree to these additional conditions as found in the supplements of this Agreement. Also, You acknowledge that We do not warrant or provide application support for any Third-Party Applications installed or enabled by Us. Additionally, You acknowledge that We may allow providers of those Third-Party Applications to access Your Data as required for the inter-operation of such Third-Party Applications with the Services.

6. FEES AND PAYMENT FOR PURCHASED SERVICES

6.1 Fees

6.1.1 Seat-based and License-based Service Fees

You will pay all fees specified in all Order Forms and subsequent changes You have made as per section 3 above.

Except as otherwise specified in this Agreement or an Order Form: (i) fees are quoted, and payable in United States dollars; (ii) fees are based on services purchased or ordered and not actual usage; (iii) payment obligations are non-cancelable beyond the 168-hour window following the initial purchase or renewal as per section 12, and fees paid are non-refundable, and (iv) License-based Services are based on monthly periods that begin on the billing start date and automatically renew on each monthly anniversary of the start date.

You acknowledge that in reference to Our True-Up procedure, We will invoice You as per the Rates we provided to You for license-based Services (seats) in excess of what You have included in Your Order Form.

At its sole discretion and whenever practical, We may offer Services billed on a pro-rated basis.

6.1.2 Usage-based Services (Consumption-based or Pay-as-you-Go Services)

As per your Order, Your Service may or may not include a specific quantity of resources measured in various units such as but not limited to minutes, storage space reserved or used, data transferred, CPU, amount of memory, or other consumption-based units of measurement. You acknowledge that as per Our True-Up procedure, We will invoice You as per the Rates we provided to You for resources over what You have included in Your Order Form.

6.2 Invoicing and Payment

You will provide Us with valid and updated credit card information, a payment authorization form for electronic check (e-check form), direct debit via ACH, or a valid purchase order or alternative document reasonably acceptable to Us as per sections 6.7 and 6.9 of this Agreement. If You provide credit card information, direct debit, or an e-check form to Us, You authorize Us to charge it for all fees for Purchased Services. Charges will be due in advance, either monthly, annually, or as per any different billing frequency stated in the applicable Order Form. If the Order Form specifies that payment will be by a method other than a credit card or e-check, We will invoice You in advance and otherwise per the relevant Order Form. We may qualify You for consolidated billing at our sole discretion, whereas you will be invoiced for all accrued charges for Services following the end of a billing cycle. Unless otherwise stated in the Order Form, invoiced charges are due when invoiced. You are responsible for maintaining complete and accurate billing and contact information in the Services.

6.3 Overdue Charges

If any payment for Purchased Services is not received by the due date, we may: (a) charge late fees based on the following schedule: $30 per month for each past due invoice under $1,000; $50 per month for each past due invoice between $1,000 and $2,499; $100 per month for each past due invoice of $2,500 and up (b) condition future subscription renewals and Order Forms on shorter payment terms.

6.4 Suspension of Service and Acceleration

If any amount You owe for Our services is ten (10) or more days overdue, We may accelerate Your unpaid fee obligations so that all Your payment obligations become immediately due and payable and suspend Your services to You until your account is paid in full.

If any amount You owe for Our services is twenty-one (21) or more days overdue, We may terminate your Service. We will decline any liability regarding data loss or consequential damages.

Acceleration may include using a backup payment method on file.

6.5 Payment Disputes

6.5.1 Payment Disputes from BEMO

We will not exercise Our rights under Section 6.3 or 6.4 if the overdue charges are under reasonable and good faith dispute and You are cooperating diligently to resolve the dispute.

6.5.2 Payment Disputes from Customer

Customers have 30 days from the day an invoice has been produced to inquire or dispute the charges. To do so, a customer must open a ticket and include the invoice number and proper justification. Tickets can be submitted at https://support.bemopro.com. Credit or refund requests submitted past the 30-day deadline will be automatically rejected.

Customers who mistakenly put a block on their bank account or credit card may be charged up to $250.00 to have their account and payment method re-activated and may have their service impaired until payment has resumed.

6.6 Taxes

6.6.1 Sales Taxes and Similar

Our fees may not include all taxes, levies, duties, or similar governmental assessments, (e.g., value-added, sales, use, or withholding taxes, assessable by any local, state, provincial, federal, or foreign jurisdiction) (collectively, "Taxes") of all possible jurisdictions. You are responsible for paying any Taxes associated with Purchased Services You order, subject to withholding obligations imposed by law. If We have the legal obligation to pay or collect Taxes for which You are responsible under this paragraph, we will invoice you for the amount due. You will pay it unless You provide Us with a valid tax exemption certificate authorized by the appropriate taxing authority.

6.6.2 Duties, tariffs, Levies, and similar incurred by Us

Exception of GST/HST and similar referenced in clause 6.6.1, all taxes, customs duties, tariffs, and similar levies incurred by Us in the course of supplying the Services to You are the responsibility of Us. You will not reimburse such taxes, customs duties, tariffs, and similar levies incurred.

6.6.3 [Clause removed]

6.6.4 Compliance with Applicable Tax Laws

Without limiting any other provisions herein, to our best ability, We shall charge the proper amount of tax to You, collect the proper amount of tax from You, and remit the proper amount of tax to all applicable taxation authorities under all applicable tax laws for any fees, payments or charges to be paid to Us hereunder.

6.6.5 Withholding Taxes

For greater certainty, and notwithstanding any other provision of this Agreement, You are expressly authorized and directed to deduct from all fees, payments, and charges otherwise payable to Us and remit to the applicable taxation authority, all withholding taxes that may apply to any payments hereunder, now or in the future, or which may be imposed by law or regulation as an obligation upon You for any fees, payments or charges to be paid to Us hereunder. If You do not withhold such taxes, and it is subsequently determined that such taxes should have been withheld, We shall indemnify, defend, and hold You harmless from all claims arising therefrom, for the total amount of such taxes.

6.7 Acceptable forms of payment

For any account where the total invoiced value is less than $10,000.00 USD in any given month, we will accept pre-authorized direct debit via ACH and major credit cards including, Visa, MasterCard, American Express, and Discover as a valid payment method and will invoice you as per section 6.2.

For any account where the total invoiced value is more than $10,000.00 USD in any given month, we will accept a pre-authorized direct debit at no extra cost, or a payment via a credit card with a 3% surcharge to be added to your invoice and will invoice you as per section 6.2. At our sole discretion and subject to a credit background check, we may accept company checks drafted from a US bank account or wire transfers. Payment by check will be subject to a surcharge as per section 6.9.

6.8 [deleted]

6.9 Payment by check

When You provide a check as payment, You authorize Us to use information from Your check to make a one-time electronic fund transfer (EFT) from Your account or process the payment as a check transaction. If We process Your payment by EFT, the funds may be withdrawn the same day we receive Your payment, and Your canceled check will not be returned. Please contact billing@bemopro.com with any questions regarding payments.

We will charge you a fee of up to $100.00 per transaction to process paper checks or any offline transaction.

6.10 Automated Recurring Billing

Payment to Us uses an automatic monthly payment feature. Therefore, You authorize Us to withdraw from Your bank account via direct debit or charge Your credit or debit card for the charges associated with Your services (including Your rate plan charge, add-on services selected, incidental purchases, plus applicable taxes, fees, and surcharges). We will withdraw funds or charge Your card on the due date on Your plan. You may stop a withdrawal or charge by terminating Your Service as per section 12 of this Agreement. You have the right to receive notice of all varying transfers from Your bank account. We are not liable for losses of any kind due to an error in Your account or a delayed transfer or charge. You must promptly notify Us of any changes to Your payment information to avoid possible suspension of service as per section 6.4 of this Agreement, and Our only liability is to make appropriate changes after we receive your updated information.

6.11 Fees for breach response support

If you do subscribe to one of our cybersecurity offers, in case of a breach caused by a successful cybersecurity attack, our BEMO Cybersecurity Response team will analyze and respond to your cybersecurity incident. After the incident, BEMO will provide you with a full report on the cause of the incident, the steps taken to respond to the incident as well as recommendations to avoid similar a incident or incidents in the future. Breach response will be billed according to the following schedule pending the issuance of a new Statement of Work (SOW) or a work order agreed by You and Us. Learn more about cybersecurity offerings here.

 

7. PROPRIETARY RIGHTS

7.1 Reservation of Rights

We reserve all rights, title, and interest in and to the Services, including all related intellectual property rights. We grant You no rights other than to use the Services according to this Agreement.

7.2 Restrictions

You will not: (i) permit anyone other than Users to access the Services; (ii) create derivative works based on the Services; (iii) copy, frame, or mirror any part or content of the BEMO Websites or the Services; (iv) reverse engineer the Services; or (v) access the Services to: (a) build a competitive product or service; or (b) copy any features, functions or graphics of the Services or the BEMO Websites.

7.3 Ownership of Your Data

As between You and Us, You exclusively own all rights, titles, and interests in and to all of Your Data. You are solely responsible for your Data's accuracy and any information You provide to Us (e.g., email address, credit card information, etc.). In providing the Services, we rely on the information You provide to Us. We will not be responsible for any interruption or failure of the Services caused by any inaccuracy in the information You provide to Us.

7.4 Suggestions

If You or any User give Us any suggestions, enhancement requests, recommendations, or other feedback relating to the operation of the Services, You grant Us a royalty-free, worldwide, transferable, sub-licensable, irrevocable, perpetual license to use or incorporate it into the Services.

7.5 United States of America Federal Government End-Use Provisions

We provide the Services, including related software and technology, for ultimate federal government end use solely per the following: Government technical data and software rights related to the Services include only those rights customarily provided to the public as defined in this Agreement. This customary commercial license is provided per FAR 12.211 (Technical Data) and FAR 12.212 (Software) and, for Department of Defense transactions, DFAR 252.227-7015 (Technical Data – Commercial Items) and DFAR 227.7202-3 (Rights in Commercial Computer Software or Computer Software Documentation). If a government agency needs rights not conveyed under these terms, it must negotiate with Us to determine if there are acceptable terms for transferring such rights, and a mutually acceptable written addendum specifically conveying such rights must be included in any applicable contract or agreement.

8. CONFIDENTIALITY

8.1 Definition of Confidential Information

"Confidential Information" means all confidential information disclosed by a party ("Disclosing Party") to the other party ("Receiving Party"), whether orally or in writing, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure. Your Confidential Information includes Your Data; Our Confidential Information includes the Services; and Confidential Information of each party includes the terms and conditions of this Agreement and all Order Forms, as well as business and marketing plans, technology and technical information, product plans, and designs, and business processes disclosed by such party. However, Confidential Information (other than Your Data) does not include any information that: (i) is or becomes generally known to the public without breach of any obligation owed to the Disclosing Party; (ii) was known to the Receiving Party prior to its disclosure by the Disclosing Party without breach of any obligation owed to the Disclosing Party; (iii) is received from a third party without breach of any obligation owed to the Disclosing Party; or (iv) was independently developed by the Receiving Party.

8.2 Protection of Confidential Information

Except as otherwise permitted in writing by the Disclosing Party: (i) the Receiving Party will use the same degree of care that it uses to protect the confidentiality of its own confidential information of like kind (but in no event less than reasonable care) not to disclose or use any Confidential Information of the Disclosing Party for any purpose outside the scope of this Agreement; and (ii) the Receiving Party will limit access to Confidential Information of the Disclosing Party to those of its employees, contractors and agents who need such access for purposes consistent with this Agreement and who have signed confidentiality agreements with the Receiving Party containing protections no less stringent than those in this Agreement.

8.3 Protection of Your Data

We will use industry-standard administrative, physical, and technical safeguards to protect your Data's security, confidentiality, and integrity, per our Data Confidentiality Policy. We will not: (i) modify Your Data; (ii) disclose Your Data except as compelled by law per Section 8.4 or as expressly permitted in writing by You; or (ii) access Your Data except to provide the Services or prevent or address service or technical problems, or at Your request in connection with customer support matters.

8.4 Compelled Disclosure

The Receiving Party may disclose Confidential Information of the Disclosing Party if it is compelled by law to do so, provided the Receiving Party gives the Disclosing Party prior notice of such compelled disclosure (to the extent legally permitted) and reasonable assistance, at the Disclosing Party's cost, if the Disclosing Party wishes to contest the disclosure. If the Receiving Party is compelled by law to disclose the Disclosing Party’s

Confidential Information as part of a civil proceeding, the Disclosing Party is a party. The Disclosing Party is not contesting the disclosure, the Disclosing Party will reimburse the Receiving Party for its reasonable cost of compiling and providing secure access to such Confidential Information.

9. WARRANTIES AND DISCLAIMERS

9.1 Our Warranties

We warrant that: (i) the Services will perform substantially per the User Guide, and (ii) the functionality of the Services will not be materially decreased during a Service Term. For any breach of either such warranty, Your exclusive remedy will be provided in Sections 12.5, 12.7, and Section 12.8 of this Agreement.

9.2 Mutual Warranties

Each party represents and warrants that: (i) it has the legal power to enter into this Agreement, and (ii) it will not transmit to the other party any Malicious Code.

9.3 [Clause removed]

9.4 Disclaimer

EXCEPT AS EXPRESSLY PROVIDED IN THIS AGREEMENT, NEITHER PARTY MAKES ANY WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, AND EACH PARTY SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING ANY WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW.

9.5 Disclaimer for Third-party Websites

Our websites are linked with the websites of third parties (“Third-Party Websites”), some of whom may have established relationships with Us and some of whom may not. We do not have control over the content and performance of Third-Party Websites. We have not reviewed, and cannot review or control, all of the material, including computer software or other goods or services, made available on or through Third-Party Websites. Accordingly, We do not represent, warrant or endorse any Third-party Website, or the accuracy, currency, content, fitness, lawfulness, or quality of the information material, goods, or services available through Third-party Websites. We disclaim, and You agree to assume, all responsibility and liability for any damages or other harm, whether to You or third parties, resulting from Your use of Third-Party Websites.

10. INDEMNIFICATION

10.1 Indemnification by Us

We will defend You against any claim, demand, suit, or proceeding ("Claim") made or brought against You by a third party alleging that the use of the Services as permitted hereunder infringes or misappropriates the intellectual property or other rights of a third party, and indemnify and hold You harmless against any damages finally awarded against You in connection with any such Claim (including reasonable attorney’s fees incurred); provided, that You: (i) promptly give Us written notice of the Claim; (ii) give Us sole control of the defense and settlement of the Claim; and (ii) provide Us all reasonable assistance, at Our expense.

10.2 Indemnification by You

You will defend Us against any Claim made or brought against Us by a third party alleging that Your Data, or Your use of the Services in violation of this Agreement, infringes or misappropriates the intellectual property rights of a third party or violates applicable law, and shall indemnify Us for any damages finally awarded against Us in connection with any such Claim (including reasonable attorney’s fees incurred); provided, that We: (ii) promptly give You written notice of the Claim; (ii) give You sole control of the defense and settlement of the Claim (provided that You may not settle any Claim unless the settlement unconditionally releases Us of all liability); and (ii) provide to You all reasonable assistance, at Our expense.

10.3 Exclusive Remedy

Section 10 states the indemnifying party’s sole liability to, and the indemnified party’s exclusive remedy against, the other party for any type of Claim described in this Section.

11. Limitation of Liability

EACH PARTY'S MAXIMUM AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT, WHETHER IN CONTRACT, TORT, OR UNDER ANY OTHER THEORY OF LIABILITY, WILL BE LIMITED TO THE TOTAL AMOUNT PAID BY YOU UNDER THIS AGREEMENT OR, FOR ANY SINGLE INCIDENT, THE LESSER OF FIFTY THOUSAND US DOLLARS ($50,000.00) OR THE AMOUNT YOU PAID US FOR PURCHASED SERVICES IN THE TWELVE (12) MONTHS PRECEDING THE INCIDENT. THIS SECTION 11 WILL NOT LIMIT YOUR PAYMENT OBLIGATIONS UNDER SECTION 6.

11.1 Exclusion of Certain Damages

NEITHER PARTY HAVE ANY LIABILITY TO THE OTHER PARTY FOR ANY LOST PROFITS OR REVENUES OR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, “COVER DAMAGES”, OR PUNITIVE DAMAGES HOWEVER CAUSED, WHETHER IN CONTRACT, TORT, OR UNDER ANY OTHER THEORY OF LIABILITY, AND WHETHER OR NOT THE PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

12. TERM AND TERMINATION

12.1 Term Duration

This Agreement begins on the date You accept it and continues until all User and usage-based subscriptions granted per this Agreement have expired or been terminated. When purchasing seat-based products and other services from BEMO, you are committed to the term. Therefore, you will be bound by the term duration of the offer(s) you have agreed to purchase, either monthly, 1-year, or multi-year terms, and for the number of seats you purchased initially and then at renewal.

Your Subscriptions for Purchased Services begin on the start date specified in the applicable Order Form and continue for the Service Term specified in the Order Form.

12.2 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.

12.3 Beta and Trial Conversion

If You elect to use the Services for a Beta test period and do not purchase a subscription before the end of that period, this Agreement will terminate at the end of the Beta test period. If You elect to use the Services for a trial period and do not cancel before the end of the trial, this Agreement will automatically renew, and the trial will automatically convert to a Purchased Service as provided in Section 2.2. To cancel a Purchased Service, you must cancel online via our website.

12.4 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 opening a ticket at https://bemopro.com/sr and including “Upgrade or Downgrade request” in your ticket subject line.

Upgrades can be made 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.

12.5 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 Exhibit A: 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 policy.

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

12.6 Pricing, Promotional Rate, and Volume Pricing

Prices are valid for the Term of subscription.

Promotional discounts are valid for the term of the contract or the subscription, whichever is shorter.

Volume discounts are valid only if the minimum quantities are met and for the term of the contract or subscription, whichever is shorter.

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

All discounted offers require payment via direct debit to remain qualified. No discounts will be awarded with payment by credit card.

Beyond the Term of the subscription, and upon renewal:

• Promotional discount will not apply;
• BEMO will give You a written notice of a price increase 30 days before the end of such prior term, in which case the price increase will be effective upon renewal and thereafter.

In addition, the downgrade, conversion, or reassignment of a subscription is subject to restrictions and additional charges under the terms of our suppliers and Microsoft licensing requirements.

12.7 Cancelling Your Seat-based and License-based Services (including but not limited to: Microsoft 365, Software Subscription, BEMO Compliance, and BEMO Cybersecurity

To terminate any of your subscriptions, you must use our self-serve portal (BEMO Store) and either:

• Turn off auto-renew at least twenty-four (24) before it is set to renew, then the subscription will lapse on its own.
• Cancel your subscription. To do so you must submit your cancelation request within 168 hours following your original purchase or within 168 hours following your subscription renewal date. For example,
• If you purchased an annual or monthly subscription at 1:00 PM on March 15, 2024, you would have until 12:59 PM on March 22, 2024, 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.

You must repeat the step above for each subscription and you must receive an email confirmation from BEMO that your Subscription was canceled. If you do not receive any email confirmation, promptly open a service request with BEMO at www.bemopro.com/sr.

Failure to complete all the steps above will result in an automatic renewal of Your subscriptions.

BEMO will provide you with prorated credits 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 zones and processing time.

CANCELLATION REQUESTS MADE BY PHONE OR EMAIL WILL NOT BE ACCEPTED DUE TO POTENTIAL DATA SECURITY ISSUES AND POTENTIAL DATA LOSS.

12.8 Cancelling Your usage-based Services (Azure Pay-as-you-Go)

You must submit a cancellation order at least thirty (30) calendar days before it is set to renew automatically to cancel your plan effectively.

To properly cancel your usage-based Service, You must: (i) Visit the BEMO Service Request site at https://www.bemopro.com/service-request (ii) submit a service request to request the cancellation of your service; (iii) be available over the next seven calendar days for a 30 minute to confirm the authenticity of your request and (iv) Receive instructions from BEMO on how to delete your Azure resources (v) Receive a confirmation in writing from BEMO that your Service has been scheduled for cancellation. Failure to do so will result in an automatic renewal of Your Services.

You will continue to incur charges for your Pay-as-you-go services until all Azure resources have been deleted.

CANCELLATION REQUESTS MADE BY PHONE OR EMAIL WILL NOT BE ACCEPTED DUE TO DATA SECURITY POTENTIAL ISSUES.

12.9 Termination for Cause

A party may terminate this Agreement for cause: (i) upon thirty (30) days written notice to the other party of a material breach if the breach remains uncured at the expiration of that thirty (30) day period; or (ii) if the other party becomes the subject of a petition in bankruptcy or any other proceeding relating to insolvency, receivership, liquidation or assignment for the benefit of creditors.

12.10 Termination or Suspension without Cause

We may suspend your right and license to use any or all Services, or terminate this Agreement in its entirety (and, accordingly, cease providing all Services to you), for any reason or no reason, at our discretion at any time by providing You with a 60-day advance notice.

12.11 Refund or Payment upon Termination

Upon any termination for cause by You or termination without cause by Us, We will refund You any prepaid fees covering the remainder of the term of all subscriptions after the effective date of termination. Upon any termination for cause by Us, You will pay any unpaid fees covering the remainder of the term of all Order Forms after the effective termination date. In no event will any termination relieve You of the obligation to pay any fees payable to Us for the period prior to the effective date of termination.

12.12 Surviving Provisions

Sections 1, 7, 8, 9.4, 9.5, 10, 11, 12.9, 13, and 14 will survive any termination or expiration of this Agreement.

13. Notices; Disputes; Governing Law

13.1 Notices From Us to You

We will post notices from Us to You that affect our customers generally (e.g., notices of updated fees. Changes to Terms of Service, etc.) on the BEMO Website and via Your email address. In addition, we will send notices from Us to You specifically (e.g., notices of breach, suspension, etc.) at the email address You provided to Us in Your registration for the Services or any updated email address You provide to Us per standard account information update procedures We may provide from time to time. It is Your responsibility to keep Your email address current. You will be considered to have received any email we sent regardless of whether or not You actually received it.

13.2 Notices from You to Us

You will send notices to Us under this Agreement at this email address tou@bemopro.com

13.3 Language of Notices

All communications and notices must be written in English.

13.4 Disputes

Any dispute relating to this Agreement (“Dispute”) will be resolved by binding arbitration according to the then-current rules of the American Arbitration Association. The existence, content (including all documents and materials submitted to the arbitrator), and results of any arbitration will be confidential. The arbitrator will be a neutral practicing attorney or retired judge with experience in similar cases. The arbitrator must agree in writing to maintain the confidentiality of the arbitration. The arbitration will be governed by the Federal Arbitration Act, 9 U.S.C. §§1 et seq. The prevailing party will be entitled to recovery of arbitration expenses (including reasonable attorney’s fees). The arbitrator’s award will include provisions for this recovery. The arbitrator’s award will be binding and final. Any court with jurisdiction may enter a judgment upon the award. The arbitration will be conducted in English and held in Seattle, WA. This Agreement is governed by, and the arbitrator will apply, the substantive laws of the State of Washington, excluding its conflicts of law provisions.

14. GENERAL PROVISIONS

14.1 Export Compliance

Each party represents that it is not named on any U.S. government list of persons or entities prohibited from receiving exports and agrees to comply with the export laws and regulations of the United States and other applicable jurisdictions in providing and using the Services. You will not permit Users to access or use Services in violation of any export embargo, prohibition, or restriction.

14.2 Relationship of the Parties

The parties are independent contractors. Accordingly, this Agreement does not create a partnership, franchise, joint venture, agency, fiduciary, or employment relationship between the parties.

14.3 No Third-Party Beneficiaries

There are no third-party beneficiaries to this Agreement.

14.4 Waiver and Cumulative Remedies

No failure or delay by either party in exercising any right under this Agreement shall constitute a waiver of that right. Other than as expressly stated herein, the remedies provided are not exclusive of any other remedies at law or in equity.

14.5 Severability

If any provision of this Agreement is held by a court of competent jurisdiction to be contrary to law, the provision will be modified by the court and interpreted to best accomplish the objectives of the original provision to the fullest extent permitted by law, and the remaining provisions of this Agreement will remain in effect.

14.6 Attorney Fees

You will pay on demand all of Our reasonable attorney fees and other costs incurred by Us to collect any fees or charges due to Us under this Agreement following Your breach of Section 6.2.

14.7 Assignment

Neither party may assign any of its rights or obligations hereunder, whether by operation of law or otherwise, without the prior written consent of the other party (not to be unreasonably withheld). Notwithstanding the foregoing, either party may assign this Agreement in its entirety (including all Order Forms), without consent of the other party, to its Affiliate or in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially of its assets not involving a direct competitor of the other party. A party’s sole remedy for any purported assignment by the other party in breach of this paragraph will be termination of this Agreement upon written notice to the assigning party. We will refund You any prepaid fees covering the remainder of the term of all subscriptions after the effective date of that termination. This Agreement will bind the parties' respective successors and permitted assigns.

14.8 Entire Agreement

This Agreement, including all Order Forms and the Supplements to BEMO Terms of Service attached, constitutes the entire agreement between the parties and supersedes all prior and contemporaneous agreements, proposals, or representations, written or oral, concerning its subject matter. Other terms or conditions (e.g., in a purchase order or other documentation provided by You) are not part of this Agreement and will have no effect. No modification, amendment, or waiver of any provision of this Agreement will be effective unless in writing and either signed or accepted electronically by the party against whom the modification, amendment, or waiver is to be asserted. However, to the extent of any conflict or inconsistency between the provisions in the body of this Agreement and any Order Form, the terms of the Order Form will prevail.

:: Seat-based Purchase Agreement Supplement

Updated: November 7, 2024

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, 2024, you would have until 12:59 PM on March 24, 2024, 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 24 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, 2024, you will be able to decrease the number of seats for that subscription until 12:59 PM on March 22, 2024.
• 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 168-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. Payment Methods

Refer to our Terms of Service sections 6.7 to 6.10 inclusively.

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 Microsoft New Commerce Experience (NCE) subscriptions are in one of five states: Active, Expired, Suspended, Disabled, or Deleted.

All other subscriptions are in one of 3 states: Active, Suspended, 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. The state that follows the grace period and where data is managed as per Microsoft Data Retention policies.

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.

:: Penetration Testing Supplement

Updated: October 20, 2023

This Penetration Testing 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.   Authorization

Customer authorizes BEMO to use the Penetration Testing Service (Product) and access to Content, including but not limited to Service Subscription, Product settings and configurations, access controls, management, retention, and deletion of Content.

2.   Acknowledgments

Customer acknowledges that they have given BEMO the authorization to perform the assessment needed and to scan the public IP address and Customer has received authorization from the organization that owns the public IP addresses to do so.

Customer and BEMO acknowledge that they both have a clear understanding of the penetration testing methodology that this scheduled assessment will use. (More info in the Help Center)

Customer and BEMO understand that the report may not be available immediately after the assessment and could take two or more business days, depending on the option selected.

:: Service-Level Agreement

You agree that we may modify this Service Level Agreement (SLA) by posting a revised version on the BeMo Website which is an integral part of BeMo Terms of Service and by notifying You by email. It is your responsibility to read and understand this SLA and changes made to it. This SLA was last updated on May 2, 2019.

BeMo shall use all reasonable commercial efforts, being no less than accepted industrial standards in this regard, to ensure that the BeMo Services Covered are available to you 99.9% of the time in any calendar month. If it is not, you may be eligible to receive the Service Credits described below.

Additionally, for all dedicated server plan with High-Availability (HA) option enabled, BeMo shall use all reasonable commercial efforts, being no less than accepted industrial standards in this regard, to ensure that the BeMo Services Covered are available to you 99.95% of the time in any calendar month. If it is not, you may be eligible to receive the Service Credits described below.

In case of conflict between this SLA and the Microsoft Cloud Agreement, the Microsoft Cloud Agreement will prevail.

1. Definitions

The following definitions shall apply to the SLA.

"Interruption" is measured based on server-side error rate and calculated using external server monitoring software, based on results from ping tests, web server tests, TCP port tests, and website tests.

"Downtime" means a period of thirty (30) or more consecutive minutes of Interruption experienced outside a Scheduled Maintenance. Intermittent Interruption experienced during the Scheduled Maintenance or Interruption for a period of less than thirty (30) minutes will not be counted as Downtime.

"Monthly Uptime Percentage" means the total number of minutes in the calendar month minus the sum of all Downtime suffered in the calendar month, divided by the total number of minutes in the calendar month.

"Scheduled Maintenance" means those times where BeMo notifies you at least twenty-four (24) hours in advance of possible Interruption of Services for a period not to exceed four (4) hours excepted for maintenance that can’t be technically achieved within a four (4) hours window.

Scheduled Maintenance is defined as any maintenance performed during Our standard maintenance windows: (i) Americas data centers: 21:00 Friday PST to 05:00 PST Monday inclusive, and weekdays between 21:00 PST and 05:00 PST; (ii) European data centers: 21:00 Friday GMT to 05:00 GMT Monday inclusive, and weekdays between 21:00 GMT and 05:00 GMT; (iii) Asian data centers: 21:00 Friday HKT to 05:00 HKT Monday inclusive, and weekdays between 21:00 HKT and 05:00 HKT; or (iv) Any other maintenance of which You are given at least Twenty-four (24) hour advance notice with an attempt to perform at non-peak services times. We may perform maintenance on some or all of the Service in order to upgrade hardware or software that operates or supports the Service, implement security measures, or address any other issues it deems appropriate for the continued operation of the Service. Scheduled Maintenance is not considered Downtime for purposes of this SLA.

"Services Covered" means the services provided to you by BeMo in accordance with BeMo's Terms of Service excepted for custom configurations or configurations without High-Availability enabled. See SLA Exclusion for more details.

"Third-Party Applications" means online, Web-based applications and offline software, services, customizations that interoperate with the Services but are provided by third parties.

2. Service Credit

2.1 Payout Schedule

"Service Credit" may be provided according to the following schedule:

A credit equivalent to five percent (5%) of the services you have purchased during a calendar month added to the end of your billing cycle, if the Monthly Uptime Percentage for that calendar month is between 99.9% and 99.5% (between 43 minutes 48 seconds and 219 minutes).

A credit equivalent to ten percent (10%) of the services you have purchased during a calendar month added to the end of your billing cycle, if the Monthly Uptime Percentage for that calendar month is between 99.49% and 99.0% (between 219 minutes and 438 minutes).

A credit equivalent to twenty-five (25%) of the services you have purchased during a calendar month added to the end of your billing cycle, if the Monthly Uptime Percentage for that calendar month is between 98.99% and 95.0% (between 439 minutes and 2,190 minutes).

A credit equivalent to one hundred percent (100%) of the services you have purchased during a calendar month added to the end of your billing cycle, if the Monthly Uptime Percentage for any calendar month is less than 94.99% (more than 2,190 minutes)

Additionally, for all dedicated server plans with High-Availability (HA) option enabled, an additional credit equivalent to ten percent (10%) of the services you have purchased during a calendar month added to the end of your billing cycle, if the Monthly Uptime Percentage for that calendar month is between 99.95% and 95.0% (between 21 minutes 54 seconds and 2,190 minutes).

2.2 Eligibility

All Customers are eligible to receive a Service Credit.

2.3 Maximum Service Credit

The aggregate maximum number of Service Credits you can claim for any and all Downtime that occur in a single calendar month shall not exceed thirty days of Services added to the end of your billing cycle.

2.4 Service Credits Payout

For all month-to-month Services, Service Credits are applied on the next billing cycle and may not be exchanged for, or converted to, monetary compensation.

For all pre-paid Services, Service Credits are provided as a cash refund to be issued to You within thirty (30) days after the SLA Claims has been approved or as a credit on future Services.

3. SLA Credit Claim

3.1 How to make a claim

To properly claim an SLA credit due, the Customer’s Account Manager must submit a service request via BeMo support website at http://support.bemopro.com within seven (7) days of the purported outage. Customer must include service type, PWA address, Your IP Address, the time at which the outage occurred, contact information, and full description of the service interruption including logs, if applicable. The SLA claim will be researched by the appropriate BeMo department manager and any credit issued will be issued to accounting and the ticket will be updated. SLA credits are issued as service credits on future billing cycles. SLA credits shall not be bartered or traded with other BeMo customers. Please allow up to thirty (30) days for the process of SLA claims.

3.2 SLA Claim Fault

Customers currently in arrears for monthly services do not qualify for SLA claims. Customers who have been in payment arrears two (2) or more times in the previous twelve (12) months do not qualify for SLA claims. Valid SLA claims will not be credited to the Customer’s accounts until all abuse issues are resolved. Any Customer making false or repetitive claims will incur a one-time charge of fifty dollars ($50”) per incident for such claims. False or repetitive claims are also a violation of the ToS and may be subject to service suspension. Customers participating in malicious or aggressive internet activities, thereby causing attacks or counter-attacks, do not qualify for SLA claims and shall be deemed in violation of the AUP.

4. SLA Exclusions

The SLA does not apply to:

1. custom hardware or software configurations; or
2. service having features enabled by Third-Party Applications installed by You or by Us.

The SLA does not apply to any performance issues:

1. caused by factors outside of BeMo's reasonable control;
2. that resulted from any actions or inactions of you or any third parties; or
3. that resulted from your equipment and/or third party equipment (not within the primary control of BeMo).

The SLA does not apply if at any time You are in default under the Terms of Service.

The SLA does not apply if at any time as determined by BeMo in its reasonable judgment, as results from:

1. Interruption due to changes initiated by You whether implemented by You or BeMo on behalf of You;
2. Interruption caused as a result of the You exceeding system capacity;
3. Interruption due to operating system software revisions required by You and hardware/software configurations that are not BeMo tested and approved;
4. Interruption due to problems caused by Web site content or software supplied by You (e.g. faulty CGIs or third party applications);
5. Interruption due to the acts or omissions from You, Your employees, agents, third party contractors or vendors, or anyone gaining access to BeMo’ network or to Your Web site at the Your request;
6. Interruption caused by Acts of God or natural disasters;
7. Any event or condition not wholly within the control of BeMo; and violations of BeMo’ Acceptable Usage Policy;
8. Negligence or willful misconduct from You or others authorized by You to use the Services provided by BeMo;
9. Any failure of any component for which BeMo is not responsible, including but not limited to all electrical power sources provided or managed by You, Your networking equipment, Your computer hardware, Your computer software or Your web site content;
10. Any failure of resources or services provided by You including but not limited to Active Directory Domain Services; or
11. Any failures that cannot be corrected because Your are inaccessible.

This SLA states Your sole and exclusive remedy for any failure by BeMo to provide the Services as a result of Downtime.

:: Data Confidentiality Agreement

You agree that we may modify this BEMO Data Confidentiality Agreement (DCA) by posting a revised version on the BEMO Website which is an integral part of BEMO Terms of Service and by notifying You by email. It is your responsibility to read and understand BEMO Data Confidentiality Agreement (DCA) and changes made to it. This DCA was last updated on March 10th, 2023.

You acknowledge that the Service is automated (e.g., Content is uploaded using software tools) and that Our personnel will not access, view, or listen to any Content, except as reasonably necessary to perform the Service, including but not limited to the following: (a) respond to support requests; (b) detect, prevent, or otherwise address fraud, security, or technical issues; (c) as deemed necessary or advisable by Us in good faith to conform to legal requirements or comply with legal process; or (d) enforce this Agreement, including investigation of potential violations hereof, as further described in section 6 of BEMO Privacy Policy.

1. Preservation of Your data confidentiality

BEMO shall use all reasonable commercial efforts to:

a) preserve the confidentiality and avoid the disclosure of the Your Confidential Information (defined below), unless strictly required otherwise by law;

b) limit access to Your Confidential Information to those of its employees or agents granted access rights by You through use of the Services (as defined in the Terms of Services), unless requested otherwise by You in writing or email;

c) not at any time disclose, give, or transmit (in any manner or form or for any purpose) Your Confidential Information to any person, party, firm, or corporation other than You except as specified in this Data Confidentiality Agreement or the Terms of Services, and unless required by law;

d) immediately notify You in the event of any disclosure which is required by law OR in the event of a security breach that may have impacted you;

e) not use any Confidential Information in any way other than for the purpose of providing the Services to You and the utilization of these Services by You in accordance with the Terms of Services ("Purpose"), or as otherwise contemplated by this Data Confidentiality Agreement or the Terms of Services without Your permission; and

f) ensure that all BEMO employees or agents to whom Your Confidential Information is disclosed are legally bound to keep Your Confidential Information confidential and not to use the Confidential Information except for the Purpose.

"Confidential Information" means all of Your Data (as defined in the Terms of Service) stored using the Services including but not limited to computer source code, files and content contained within (e.g. project name, any business plan, concept, idea, know-how, process, technique, program, design, formula, algorithm or work-in-progress, any engineering, manufacturing, marketing, technical, financial, data, or sales information, pricing or business information, and any other information or materials, whether written, or graphic, or any other form), issue tickets, wiki content, or any other proprietary information created through use of the Services but excluding Your name, company and/or logo which may be used by BEMO for marketing purposes as contemplated by the Terms of Service.

2. Proprietary Rights

Other than as expressly provided in the Terms of Service, BEMO obtains no proprietary rights of any kind to Your Confidential Information. Ownership of Your Confidential Information stored on the BEMO website is retained by Your Account Owner (as nominated by You in Your Registration Data which may be updated by You at any time), as described in the Terms of Service.

3. Terms of Service Prevails

If there is any conflict between the terms of this Data Confidentiality Agreement and the Terms of Service, the Terms of Service prevails. This Data Confidentiality Agreement is to be read and understood in conjunction with the Terms of Service.