Legal and Compliance
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 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 Agreement its changes. It is your responsibility to read and understand the entire Agreement and changes made to it. This Agreement was last updated on March 25, 2022.
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.
"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.
"Demo" or "Trial" means a demonstration environment provided to You at no or at extra cost, to be used for the sole purpose of conducting product evaluation, demonstration, or training. Under no circumstance, 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 that 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 yearly 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, as distinguished from those provided for a beta test or risk-free trial.
“Seat-based offer” means a subscription that’s offered “per seat” for one user, referenced as a seat for short.
"Services" means services your purchase from Us, excluding Third Party Applications.
“Service Term” means the period of time for which you have elected to pay for and/or use the Service.
"Third-Party Applications" means online, Web-based applications and offline software, services, customizations that interoperate with the Services but are provided by third parties.
“True-Up” means an inventory procedure BEMO follows to account for all license-based Services (Seats) and resource-based Services in excess of what You have originally purchased for a given billing cycle.
"User Guide" means the online user guide, Frequently Asked Questions (FAQ), or Knowledge-Base (KB) articles for the Services on 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
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, THE 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 ServiceThis Section (Trial Use of Service) applies to you solely if You have subscribed to the Service on a trial basis.
2.2.1 Trial UseIn 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. Account must be in good standing in order 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
2.4.1 Demonstration environment for evaluation purpose
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 pre-existing 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 Users subscriptions (seats), adding Users, or assigning Users to a subscription (seat). 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, resources, or assigning subscriptions or licenses to a resource. By doing so, You acknowledge that in reference to 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.
By default, all services provided are automatically set to renew at the end of their respective term. However, we reserve the right to increase the price upon renewal following the end of the term to make up for material, suppliers, and other cost increases.
If automatic renewal has been turned off, your subscription will expire at the end of its term and become disabled. Once a subscription has been disabled, users will no longer be able to access the applications or data. In addition, data will eventually get permanently deleted as per Microsoft Data Retention policies.
4. USE OF THE SERVICES
4.1 Our ResponsibilitiesWe 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 the means by which 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 in accordance with 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 userID 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 userID or password 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 found here https://www.microsoft.com/licensing/docs/view/Industries--Education Additionally, in order to qualify for the equivalent Student Benefits, the customer will order a sufficient quantity of licenses to cover for the total number of faculty and staff members (full-time and part-time) AND will place incremental order within 10 days in the event the number of purchased; seats is less than the actual total number of faculty and staff member.
NONPROFITS CUSTOMERS: By ordering Microsoft Office Nonprofits products and services with BeMo, You certify meeting the eligibility criteria as per Microsoft found here https://www.microsoft.com/en-us/nonprofits/eligibility 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): In accordance with 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. To learn more about CPOR go here.
4.3 Usage LimitationsServices 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 ServiceYou 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 LimitationsWithout 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 AppointmentsYou 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 in accordance with 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 ServicesYour 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 YouIf 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 UsIf 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
6.1.1 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, 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 Services)
As per your Order, Your Service may or may not include a specific amount 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 in reference to 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), or with a valid purchase order or alternative document reasonably acceptable to Us as per sections 6.7 and 6.8 of this Agreement. If You provide credit card information 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 in accordance with 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 in accordance with 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 Our 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.
6.5 Payment Disputes
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.
6.6.1 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 in accordance with all applicable tax laws with respect to 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 with respect to any payments hereunder, now or in the future, or which may be imposed by law or regulation as an obligation upon You with respect to 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
We accept pre-authorized ACH debit and major credit cards for any month-to-month or annual plans, including Visa, MasterCard, American Express, and Discover. In addition, subject to Our approval, we may accept company checks drafted from a US bank account, ACH, or wire transfer for a single plan adding up to more than Two Thousand Dollars US Dollars ($2,000 USD) in total billing per month.
6.8 Acceptable forms of payment covering more than one year of service
Subject to Our approval, We will accept company checks drafted from a US bank account, ACH, or wire transfer as a form of payment for service covering a period longer than 1 year. We do not accept payment by credit card for payment covering more than 12 months of service.
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 email@example.com with any questions regarding payments.
We may charge you a fee of up to $100.00 per transaction to process paper checks.
6.10 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). 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
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 a full report on the cause of the incident, the steps taken to respond to the incident as well as recommendations to avoid similar incidents in the future. Breach response will be billed according to the following schedule depending on which cybersecurity service you had purchased prior to the incident. Learn more about cybersecurity offerings here.
If you subscribe to the following
You will be charged the following amount for each breach response request
BEMO Cybersecurity Bronze
BEMO Cybersecurity Silver
BEMO Cybersecurity Gold
BEMO Cybersecurity Diamond
BEMO Managed IT (requires Diamond)
BEMO Managed IT 24/7 (requires Diamond)
If you do not subscribe to any BEMO Cybersecurity packages
A minimum of $5,000.00 and up to $10,000.00
7. PROPRIETARY RIGHTS
7.1 Reservation of RightsWe 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 RestrictionsYou 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 in order 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 SuggestionsIf 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 ProvisionsWe provide the Services, including related software and technology, for ultimate federal government end use solely in accordance with 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 in accordance with 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 has a need for 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.
8.1 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 InformationExcept 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, in accordance with our Data Confidentiality Policy. We will not: (i) modify Your Data; (ii) disclose Your Data except as compelled by law in accordance with 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 DisclosureThe 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 WarrantiesWe warrant that: (i) the Services will perform substantially in accordance with 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 Section 12.3 and Section 12.4.
9.2 Mutual WarrantiesEach 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 DisclaimerEXCEPT 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 websitesOur 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.
10.1 Indemnification by UsWe 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 YouYou 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 RemedyThis 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 LiabilityEACH 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, WITH RESPECT TO 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 DamagesNEITHER 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 of AgreementThis Agreement begins on the date You accept it and continues until all User subscriptions granted in accordance with this Agreement have expired or been terminated. 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.
12.2 Term of Purchased Subscriptions
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. Except as otherwise specified in the applicable Order Form, all monthly subscriptions automatically renew for additional periods equal to the expiring Service Term or one year (whichever is shorter), unless either party gives the other notice of non-renewal as per sections 12.3 and 12.4 of this document.
The per-unit pricing during any renewal term will be the same as that during the prior term unless We have given You written notice of a price increase at least 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 re-assignment of a subscription are subject to restrictions and additional charges in accordance with the terms of our suppliers and Microsoft licensing requirements.
12.3 Cancelling Your Seat-based, license-based Service (Office 365, BEMO Cybersecurity offers)Unless specified otherwise in your order, Your Service is a month-to-month offering. As per sections 12.1 and 12.2, to effectively cancel Your plan, You must submit a cancellation order at least twenty-four (24) hours before it is set to renew automatically. In order to properly cancel your Service, You must: (i) Log on to your account on BEMO Website; (ii) Submit an order to suspend your Service at least twenty-four (24) hours before your subscription is set to renew automatically and (iii) Receive an email confirmation from BEMO that your Service was canceled. Failure to do so will result in an automatic renewal of Your subscriptions.
12.4 Cancelling Your usage-based Services (Azure)
Unless specified otherwise in your order, Your Service is a month-to-month offering. Therefore, as per sections 12.1 and 12.2, you must submit a cancellation order at least thirty (30) calendar days before it is set to renew automatically to cancel your plan effectively.
For Service with a twelve (12) or more months duration and as per sections 12.1 and 12.2, in order to effectively cancel Your plan, You must submit a cancellation order at least sixty (60) calendar days before the scheduled service end date.
In order 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 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.
CANCELLATION REQUESTS MADE BY PHONE OR EMAIL WILL NOT BE ACCEPTED DUE TO DATA SECURITY POTENTIAL ISSUES.