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    Beezy: Terms and Conditions

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    Product Terms

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    Last Published: May 19, 2022.

    These Product Terms (these “Terms”) govern Customer’s use of the Beezy Technology and are attached to, and made part of, that certain Accepted Proposal for Beezy Subscription Licenses between Beezy Inc., a Delaware corporation located at 548 Market St #76279, San Francisco, CA 94104-5401, United States (“Beezy”) and Customer. Provided, however, that Appspace, Inc., Appspace (Malaysia) Sdn Bhd, Appspace Australia Pty Ltd, Appspace Solutions Limited, and Appspace Technologies FZ-LLC may also provide products or services under these Terms (“Appspace”). Each of these entities, along with Beezy, is a wholly-owned subsidiary, or affiliate, of Appspace Holdings, Inc., a Delaware corporation.

    1. Definitions.

    (a) “Accepted Proposal” means the ordering document executed by the parties that specifies, among other things, the number of Authorized Users to be granted access to the Beezy Technology and the price and payment terms for the Beezy Technology.
    (b) “Agreement” means the Accepted Proposal together with these Terms and any additional terms and conditions referenced therein or attached thereto.
    (c) “Aggregated Statistics” means data and information related to the use of the Beezy Technology that are developed and used by Beezy in an aggregate and anonymized manner, including statistical and performance information related to the provision and operation of the Beezy Technology.
    (d) “Authorized User” means Customer’s employees, consultants, contractors, and agents (i) who are authorized by Customer to access and use the Beezy Technology under the rights granted to Customer pursuant to the Agreement, and (ii) for whom access to the Beezy Technology has been purchased under the Agreement.
    (e) “Beezy Technology” means the Beezy software ordered by Customer and set forth in the applicable Accepted Proposal, including Beezy’s intelligent workplace solution for Office 365, the Documentation, and any and all intellectual property provided to Customer or any Authorized User in connection with the foregoing. Beezy Technology does not include Customer Data.
    (f) “Customer Data” means information, data, and other content, in any form or medium, that is submitted, posted, or otherwise transmitted by or on behalf of Customer or an Authorized User through the Beezy Technology; provided, however, the Customer Data does not include Aggregated Statistics.
    (g) “Documentation” means Beezy’s documentation relating to the Beezy Technology provided by Beezy to Customer from time to time, whether electronically or in hard copy form.
    (h) “Third-Party Products” means any non-Beezy products or services required to be provided by Customer to enable Customer’s use the Beezy Technology.

    2. Access and Use.

    (a) Use of Beezy Products. Subject to and conditioned on Customer’s payment of Fees and compliance with all other terms and conditions of the Agreement, Beezy hereby grants Customer a non-exclusive, non-transferable (except in compliance with Section 12(g)) right to access and use the Beezy Technology during the Term. Such use is limited to use by Authorized Users for Customer’s internal business purposes. If at any time the total number of Authorized Users exceeds the number set forth in the Accepted Proposal, Customer will be subject to an adjustment of the Fees payable hereunder to account for such overage.
    (b) Use Restrictions. Customer will not use the Beezy Technology for any purposes beyond the scope of access granted by the Agreement. Customer will not at any time, directly or indirectly, and will not permit any Authorized Users to: (i) copy, modify, or create derivative works of the Beezy Technology, in whole or in part; (ii) rent, lease, lend, sell, license, sublicense, assign, distribute, publish, transfer, or otherwise make available the Beezy Technology; (iii) reverse engineer, disassemble, decompile, decode, adapt, or otherwise attempt to derive or gain access to any software component of the Beezy Technology, in whole or in part; (iv) remove any proprietary notices from the Beezy Technology; or (v) use the Beezy Technology in any manner or for any purpose that infringes, misappropriates, or otherwise violates any intellectual property right or other right of any person, or that violates any applicable law. Further, Customer will not use the Beezy Technology in, or in association with, the design, construction, maintenance, or operation of any hazardous environments or systems, including any power generation systems; aircraft navigation or communication systems, air traffic control systems, or any other transport management systems; safety-critical applications, including medical or life-support systems, vehicle operation applications or any police, fire, or other safety response systems; and military or aerospace applications, weapons systems, or environments.
    (c) Provision of Access. Beezy will provide Customer the passwords and network links or connections necessary for Customer to install the Beezy Technology with its enterprise 0ffice 365 account. Unless Customer purchases from Beezy professional services for the installation and integration of the Beezy Technology, Customer is solely responsible in all respects for the installation and integration of the Beezy Technology and migration of Customer Data relating thereto. To the extent Customer is required to install Beezy Technology (i) Beezy will provide Customer with access to and instructions for the installation of such Beezy Technology, and (ii) subject to the terms and conditions contained in the Agreement, Beezy hereby grants Customer a non-exclusive, non-sublicensable, non-transferable (except in compliance with Section 12(g)) limited license to use the Beezy Technology during the Term solely for Customer’s internal business purposes.
    (d) Reservation of Rights. Beezy reserves all rights not expressly granted to Customer in the Agreement. Except for the limited rights and licenses expressly granted under the Agreement, nothing in the Agreement grants, by implication, waiver, estoppel, or otherwise, to Customer or any third party any intellectual property rights or other right, title, or interest in or to the Beezy Technology.
    (e) Suspension. Beezy may temporarily suspend Customer’s or any Authorized User’s right to access any portion or all of the Beezy Technology if: (i) Beezy determines that (A) there is a threat or attack on any of the Beezy Technology; (B) Customer’s or any Authorized User’s use of the Beezy Technology disrupts or poses a security risk to the Beezy Technology or to any other customer or vendor of Beezy; (C) Customer, or any Authorized User, is using the Beezy Technology for fraudulent or illegal activities; (D) Customer has ceased to conduct its business in the ordinary course, made an assignment for the benefit of creditors or similar disposition of its assets, or become the subject of any bankruptcy, reorganization, liquidation, dissolution, or similar proceeding; or (E) Beezy’s provision of the Beezy Technology to Customer or any Authorized User is prohibited by applicable law; (ii) any vendor has suspended or terminated Beezy’s access to or use of any of the Third-Party Products required to enable Customer to access the Beezy Technology; or (iii) in accordance with Section 5(a)(iii) (any such suspension described in subclause (i), (ii), or (iii), a “Suspension”). Beezy will use commercially reasonable efforts to provide written notice of any Suspension to Customer. Beezy will use commercially reasonable efforts to resume providing access to the Beezy Technology as soon as reasonably possible after the event giving rise to the Suspension is cured. Beezy will have no liability for any damage, liabilities, losses, or any other consequences that Customer or any Authorized User may incur as a result of a Suspension including, but not limited to, business interruption, loss of data, inability to access data, or lost profits.
    (f) Aggregated Statistics. Beezy may monitor usage of the Beezy Technology and collect and compile Aggregated Statistics based on Customer’s use of the Beezy Technology. As between Beezy and Customer, all right, title, and interest in Aggregated Statistics, and all intellectual property rights therein, belong to and are retained solely by Beezy. Beezy may distribute, disclose, or otherwise use Aggregated Statistics to the extent and in any manner permitted under applicable law; provided that such Aggregated Statistics do not identify Customer or disclose Customer’s Confidential Information.

    3. Customer Responsibilities.

    (a) General. Customer is responsible and liable for all use of the Beezy Technology arising from access to the Beezy Technology provided to Customer hereunder, directly or indirectly, whether such access or use is permitted by or in violation of the Agreement. Without limiting the generality of the foregoing, Customer is responsible for all acts and omissions of Authorized Users, including any disclosure of passwords or access control mechanisms, and any act or omission by an Authorized User that would constitute a breach of the Agreement if taken by Customer will be deemed a breach of the Agreement by Customer.
    (b) Third-Party Products. Customer is solely responsible for acquiring access to the Third-Party Products sufficient to permit access to and use of the Beezy Technology and for meeting all the other requirements set forth in Beezy’s list of Software Prerequisites located at (“Beezy Software Prerequisites”). Beezy may from time to time make adjustments to the list of Beezy Software Prerequisites upon reasonable advanced notice to Customer. Such Third-Party Products are subject to their own terms and conditions and Beezy disclaims any and all liability associated with such Third-Party Products and their use by Customer. Customer may not access or use the Beezy Technology if Customer has not acquired the Beezy Software Prerequisites.

    4. Support Services.

    Subject to the terms and conditions of the Agreement, Beezy will use commercially reasonable efforts to provide the support services set forth in the Maintenance & Support Services Addendum.

    Maintenance & Support Services.

    5. Fees and Payment.

    (a) Fees. Customer will pay Beezy the fees (“Fees”) as set forth in the Accepted Proposal without offset or deduction. Customer will make all payments hereunder in US dollars on or before the due date set forth in the Accepted Proposal. If Customer fails to make any payment when due, without limiting Beezy’s other rights and remedies: (i) Beezy may charge interest on the past due amount at the rate of 1.5% per month calculated daily and compounded monthly or, if lower, the highest rate permitted under applicable law; (ii) Customer will reimburse Beezy for all reasonable costs incurred by Beezy in collecting any late payments or interest, including attorneys’ fees, court costs, and collection agency fees; and (iii) if such failure continues for 30 days or more, Beezy may suspend Customer’s and its Authorized Users’ right to access any portion or all of the Beezy Technology until such amounts are paid in full. After the Initial Term, Beezy may increase the Fees for each Renewal Term by providing written notice to Customer at least 30 days prior to the commencement of such Renewal Term, and the Accepted Proposal will be deemed amended accordingly.
    (b) Taxes. All Fees and other amounts set forth in any Accepted Proposal are exclusive of taxes and similar assessments. Customer is responsible for all sales, use, and excise taxes, and any other similar taxes, duties, and charges of any kind imposed by any federal, state, or local governmental or regulatory authority on any amounts payable by Customer hereunder, other than any taxes imposed on Beezy’s income.
    (c) Auditing Rights and Required Records. Customer will (i) maintain complete and accurate records in accordance with generally accepted accounting principles during the Term and for a period of two years after the termination or expiration of the Agreement, and (ii) upon Beezy’s reasonable request, provide Beezy with such applicable records, each solely to the extent necessary for Beezy to confirm Customer’s compliance with the number of Authorized Users set forth in the Accepted Proposal.

    6. Confidential Information; Security.

    (a) Confidential Information. From time to time during the Term, either party may disclose or make available to the other party information about its business affairs, products, confidential intellectual property, trade secrets, third-party confidential information, and other sensitive or proprietary information, whether or not marked, designated, or otherwise identified as “confidential” (collectively, “Confidential Information”). Confidential Information does not include information that is: (a) in the public domain; (b) known to the receiving party at the time of disclosure; (c) rightfully obtained by the receiving party on a non-confidential basis from a third party; or (d) independently developed by the receiving party. The receiving party will not disclose the disclosing party’s Confidential Information to any person or entity, except to the receiving party’s employees who have a need to know the Confidential Information for the receiving party to exercise its rights or perform its obligations hereunder. Notwithstanding the foregoing, each party may disclose Confidential Information to the limited extent required (i) in order to comply with the order of a court or other governmental body, or as otherwise necessary to comply with applicable law, provided that, to the extent permissible under applicable law, the party making the disclosure pursuant to the order will first give written notice to the other party and permit the other party, at its discretion, to seek a protective order; or (ii) to establish a party’s rights under the Agreement, including to make required court filings. On the expiration or termination of the Agreement, the receiving party will promptly return to the disclosing party all copies, whether in written, electronic, or other form or media, of the disclosing party’s Confidential Information, or destroy all such copies and certify in writing to the disclosing party that such Confidential Information has been destroyed. Each party’s obligations of non-disclosure with regard to Confidential Information will survive any termination or expiration of the Agreement.
    (b) Security. Customer acknowledges that Beezy does not host, and has no access to, Customer Data unless Customer separately discloses such Customer Data to Beezy outside of the Beezy Technology. Therefore, except for the confidentiality obligations set forth above, Beezy has no obligations to Customer or liability with respect to any Customer Data.

    7. Intellectual Property Ownership; Feedback.

    (a) Beezy Technology. Customer acknowledges that, as between Customer and Beezy, Beezy owns all right, title, and interest, including all intellectual property rights, in and to the Beezy Technology, Aggregated Statistics and any information, data, or other content derived from Beezy’s operation of the Beezy Technology.
    (b) Customer Data. Beezy acknowledges that, as between Beezy and Customer, Customer owns all right, title, and interest, including all intellectual property rights, in and to the Customer Data.
    (c) Reference Program. Customer grants Beezy the right to use its name, logo, and a description of its use case to refer to it on Beezy’s website, earnings release and calls, marketing or promotional materials, subject to Customer’s standard trademark usage guidelines that Customer provides to Beezy from time-to-time. Customer may opt out of the foregoing right upon 30 days’ written notice to Beezy. 
    (d) Feedback. If Customer or any of its employees, Authorized Users, contractors, or agents provides any suggestions or recommendations for changes to the Beezy Technology, including but not limited to, new features or functionality relating thereto, or any comments, questions, suggestions, or the like (“Feedback”), Beezy is free to use such Feedback irrespective of any other obligation or limitation between the parties governing such Feedback. Customer hereby assigns to Beezy on Customer’s behalf, and on behalf of its employees, Authorized Users, contractors, and agents, all right, title, and interest in and to the Feedback, and Beezy is free to use, without any attribution or compensation to any party, any ideas, know-how, concepts, techniques, or other intellectual property rights contained in the Feedback, for any purpose whatsoever, although Beezy is not required to use any Feedback.

    8. Limited Warranty and Warranty Disclaimer.

    (a) (a) Because Beezy does not host the Beezy Product, Beezy does not make any representations or guarantees regarding uptime or availability unless specifically identified in the Maintenance & Support Services. The remedies set forth in the Maintenance & Support Services are Customer’s sole remedies and Beezy’s sole liability under the limited warranty set forth in this Section 8(a). THE FOREGOING WARRANTY DOES NOT APPLY, AND BEEZY STRICTLY DISCLAIMS ALL REPRESENTATIONS AND WARRANTIES, WITH RESPECT TO ANY THIRD-PARTY PRODUCTS.

    (b) EXCEPT FOR THE LIMITED WARRANTY SET FORTH IN SECTION 8(a), BEEZY HEREBY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE. BEEZY SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT, AND ALL WARRANTIES ARISING FROM COURSE OF DEALING, USAGE, OR TRADE PRACTICE. EXCEPT FOR THE LIMITED WARRANTY SET FORTH IN SECTION 8(a), BEEZY MAKES NO WARRANTY OF ANY KIND THAT THE BEEZY TECHNOLOGY, OR ANY PRODUCTS OR RESULTS OF THE USE THEREOF, WILL OPERATE WITHOUT INTERRUPTION, BE COMPATIBLE OR WORK WITH ANY SOFTWARE OR SYSTEM, OR BE SECURE, ACCURATE, COMPLETE, FREE OF HARMFUL CODE, OR ERROR FREE.

    9. Indemnification.

    (a) Beezy Indemnification.
    (i) Beezy will indemnify, defend, and hold harmless Customer from and against any and all losses, damages, liabilities, costs (including reasonable attorneys’ fees) (“Losses”) incurred by Customer resulting from any third-party claim, suit, action, or proceeding (“Third-Party Claim”) that the Beezy Technology, or any use of the Beezy Technology in accordance with the Agreement, infringes or misappropriates such third party’s U.S. patents, trademarks or copyrights, provided that Customer promptly notifies Beezy in writing of the claim, cooperates with Beezy, and allows Beezy sole authority to control the defense and settlement of such claim. Beezy may not settle any Third-Party Claim against Customer that requires Customer to take or refrain from taking any action (other than terminating Customer’s use of the Beezy Technology) unless Customer consents to such settlement, and further provided that Customer will have the right, at its option, to participate in the defense of such Third-Party Claim by counsel of its own choice.
    (ii) If such a Third-Party Claim is made or appears possible, Beezy may, in its sole discretion, (A) modify or replace the Beezy Technology, or component or part thereof, to make it non-infringing, or (B) obtain right sufficient for Customer to continue using the Beezy Technology in accordance with the Agreement. If Beezy determines that neither alternative is reasonably available, Beezy may terminate the Agreement, in its entirety or with respect to the affected component or part, effective immediately on written notice to Customer, and refund on a pro-rata basis all amounts pre-paid by Customer for the remaining portion of the Term.
    (iii) This Section 9(a) will not apply to the extent that the Third-Party Claim arises from: (A) use of the Beezy Technology in combination with data, software, hardware, equipment, or technology not provided by Beezy or authorized by Beezy in writing; (B) modifications to the Beezy Technology not made by Beezy; (C) Customer Data; (D) use of the Beezy Technology in a manner that breaches the terms of the Agreement or is inconsistent with the Documentation; or (E) Third-Party Products. Additionally, Beezy will have no liability for any Third-Party Claim that could have been avoided by the use of then-current maintenance release (as further defined in the Maintenance & Support Services) or if the Customer had followed Beezy’s reasonable written instructions.
    (b) Customer Indemnification. Customer will indemnify, hold harmless, and, at Beezy’s option, defend Beezy from and against any Losses resulting from any Third-Party Claim that the Customer Data infringes or misappropriates such third party’s intellectual property rights and any Third-Party Claims based on Customer’s or any Authorized User’s (i) negligence or willful misconduct; (ii) use of the Beezy Technology in a manner not authorized by the Agreement or inconsistent with the Documentation; (iii) use of the Beezy Technology in combination with data, software, hardware, equipment, or technology not provided by Beezy; or (iv) modifications to the Beezy Technology not made by Beezy, provided that Beezy promptly notifies Customer in writing of the claim, cooperates with Customer, and allows Customer sole authority to control the defense and settlement of such claim. Customer may not settle any Third-Party Claim against Beezy that requires Beezy to take or refrain from taking any action unless Beezy consents to such settlement, and further provided that Beezy will have the right, at its option, to participate in the defense of such Third-Party Claim by counsel of its own choice.
    (c) Sole Remedy. THIS SECTION 9 SETS FORTH CUSTOMER’S SOLE REMEDIES AND BEEZY’S SOLE LIABILITY AND OBLIGATION FOR ANY ACTUAL, THREATENED, OR ALLEGED CLAIMS THAT THE BEEZY TECHNOLOGY INFRINGES, MISAPPROPRIATES, OR OTHERWISE VIOLATES ANY INTELLECTUAL PROPERTY RIGHTS OF ANY THIRD PARTY. IN NO EVENT WILL BEEZY’S LIABILITY UNDER THIS SECTION 9 EXCEED TWO TIMES THE AMOUNT PAID FOR THE BEEZY TECHNOLOGY IN THE 12 MONTH PERIOD PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

    10. Limitations of Liability.

    IN NO EVENT WILL BEEZY BE LIABLE UNDER OR IN CONNECTION WITH THE AGREEMENT UNDER ANY LEGAL OR EQUITABLE THEORY, INCLUDING BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, AND OTHERWISE, FOR ANY: (a) CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL, ENHANCED, OR PUNITIVE DAMAGES; (b) INCREASED COSTS, DIMINUTION IN VALUE OR LOST BUSINESS, PRODUCTION, REVENUES, OR PROFITS; (c) LOSS OF GOODWILL OR REPUTATION; (d) USE, INABILITY TO USE, LOSS, INTERRUPTION, DELAY, OR RECOVERY OF ANY DATA, OR BREACH OF DATA OR SYSTEM SECURITY; OR (e) COST OF REPLACEMENT GOODS OR BEEZY TECHNOLOGY, IN EACH CASE REGARDLESS OF WHETHER BEEZY WAS ADVISED OF THE POSSIBILITY OF SUCH LOSSES OR DAMAGES OR SUCH LOSSES OR DAMAGES WERE OTHERWISE FORESEEABLE. IN NO EVENT WILL BEEZY’S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THE AGREEMENT UNDER ANY LEGAL OR EQUITABLE THEORY, INCLUDING BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, AND OTHERWISE, EXCLUDING BEEZY’S LIABILITY SET FORTH IN SECTION 9(c), EXCEED THE TOTAL AMOUNTS PAID OR PAYABLE TO BEEZY UNDER THE AGREEMENT IN THE 12 MONTH PERIOD PRECEDING THE EVENT GIVING RISE TO THE CLAIM OR $250,000.00, WHICHEVER IS LESS.

    11. Term and Termination.

    (a) Term. The term of the Agreement begins on the effective date set forth in any applicable Accepted Proposal and will continue for the term set forth on the Accepted Proposal (or, if no term is listed, until the Agreement is otherwise terminated in accordance with Section 11(b)) (the “Initial Term”). Following the Initial Term, the Agreement will automatically renew for successive terms equal in length to the Initial Term, until the Agreement is otherwise terminated in accordance with Section 11(b) or either party gives the other party written notice of non-renewal at least 90 days prior to the expiration of the then-current term (each a “Renewal Term” and together with the Initial Term, the “Term”).
    (b) Termination. In addition to any express termination right set forth in the Agreement:
    (i) Beezy may terminate the Agreement, effective on written notice to Customer, if Customer: (A) fails to pay any amount when due hereunder, and such failure continues more than 30 days after Beezy’s delivery of written notice thereof; or (B) breaches any of its obligations under Section 2(b) or Section 6;
    (ii) each party may terminate the Agreement, effective on written notice to the other party, if the other party materially breaches the Agreement, and such breach: (A) is incapable of cure; or (B) being capable of cure, remains uncured 30 days after the non-breaching party provides the breaching party with written notice of such breach; or
    (iii) (iii) each party may terminate the Agreement, effective immediately upon written notice to the other party, if the other party: (A) becomes insolvent or is generally unable to pay, or fails to pay, its debts as they become due; (B) files or has filed against it, a petition for voluntary or involuntary bankruptcy or otherwise becomes subject, voluntarily or involuntarily, to any proceeding under any domestic or foreign bankruptcy or insolvency law; (C) makes or seeks to make a general assignment for the benefit of its creditors; or (D) applies for or has appointed a receiver, trustee, custodian, or similar agent appointed by order of any court of competent jurisdiction to take charge of or sell any material portion of its property or business.
    (c) Effect of Expiration or Termination. Upon expiration or earlier termination of the Agreement, Customer will immediately discontinue use of the Beezy Technology and, without limiting Customer’s obligations under Section 6, Customer will delete, destroy, or return all copies of the Beezy Technology and certify in writing to Beezy that the Beezy Technology has been deleted or destroyed. No expiration or termination will affect Customer’s obligation to pay all Fees that may have become due before such expiration or termination or entitle Customer to any refund.
    (d) Survival. This Section 11(d) and Sections 1, 2(b), 2(g), 5, 6, 7, 8(b), 9, 10, 11(c) and 12 survive any termination or expiration of the Agreement. No other provisions of the Agreement survive the expiration or earlier termination of the Agreement.

    12. Miscellaneous.

    (a) Entire Agreement. The Agreement, together with any other documents incorporated herein by reference and all related Exhibits, constitutes the sole and entire agreement of the parties with respect to the subject matter of the Agreement and supersedes all prior and contemporaneous understandings, agreements, and representations and warranties, both written and oral, with respect to such subject matter. In the event of any inconsistency between the terms and provisions of the Agreement and any other documents incorporated in the Agreement by reference, the following order of precedence governs: (i) first, the Accepted Proposal; (ii) second, these Terms; (iii) third, the Professional Services Terms; and (iv) any other documents incorporated by reference in these Terms or the Product Terms.
    (b) Notices. All notices, requests, consents, claims, demands, waivers, and other communications hereunder (each, a “Notice”) must be in writing and addressed to the parties at the addresses set forth in the Accepted Proposal (or to such other address that may be designated by the party giving Notice from time to time in accordance with this Section). All Notices must be delivered by personal delivery, nationally recognized overnight courier (with all fees pre-paid), email (with confirmation of transmission), or certified or registered mail (in each case, return receipt requested, postage pre-paid).
    (c) Force Majeure. In no event will Beezy be liable to Customer, or be deemed to have breached the Agreement, for any failure or delay in performing its obligations under the Agreement, if and to the extent such failure or delay is caused by any circumstances beyond Beezy’s reasonable control (whether or not foreseeable), including but not limited to acts of God, flood, fire, earthquake, explosion, war, terrorism, invasion, riot or other civil unrest, strikes, labor stoppages or slowdowns, pandemic or health crisis, other industrial disturbances, passage of law or any action taken by a governmental or public authority, including imposition of an embargo, or any requirement to suspend or reduce operations in order to protect the safety of people or to protect the environment.
    (d) Amendment and Modification; Waiver. No amendment to or modification of the Agreement is effective unless it is in writing and signed by an authorized representative of each party. No waiver by any party of any of the provisions hereof will be effective unless explicitly set forth in writing and signed by the party so waiving. Except as otherwise set forth in the Agreement, (i) no failure to exercise, or delay in exercising, any rights, remedy, power, or privilege arising from the Agreement will operate or be construed as a waiver thereof, and (ii) no single or partial exercise of any right, remedy, power, or privilege hereunder will preclude any other or further exercise thereof or the exercise of any other right, remedy, power, or privilege.
    (e) Severability. If any provision of the Agreement is invalid, illegal, or unenforceable in any jurisdiction, such invalidity, illegality, or unenforceability will not affect any other term or provision of the Agreement or invalidate or render unenforceable such term or provision in any other jurisdiction. Upon such determination that any term or other provision is invalid, illegal, or unenforceable, the parties will negotiate in good faith to modify the Agreement so as to effect their original intent as closely as possible in a mutually acceptable manner in order that the transactions contemplated hereby be consummated as originally contemplated to the greatest extent possible.
    (f) Governing Law; Submission to Jurisdiction. The Agreement is governed by and construed in accordance with the internal laws of the State of New York without giving effect to its choice or conflict of law provisions or rules. Any legal suit, action, or proceeding arising out of or related to the Agreement or the licenses granted hereunder will be instituted exclusively in the federal courts of the United States or the courts of the State of New York in each case located in Manhattan, New York, and each party irrevocably submits to the exclusive jurisdiction of such courts in any such suit, action, or proceeding. EACH PARTY ACKNOWLEDGES THAT ANY CONTROVERSY THAT MAY ARISE UNDER THE AGREEMENT, INCLUDING EXHIBITS, SCHEDULES, ATTACHMENTS, AND APPENDICES ATTACHED TO THE AGREEMENT, IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES AND, THEREFORE, EACH SUCH PARTY IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LEGAL ACTION ARISING OUT OF OR RELATING TO THE AGREEMENT, INCLUDING ANY EXHIBITS, SCHEDULES, ATTACHMENTS, OR APPENDICES ATTACHED TO THE AGREEMENT, OR THE TRANSACTIONS CONTEMPLATED HEREBY.
    (g) Assignment. Customer may not assign or transfer any of its rights or delegate any of its obligations hereunder, in each case whether voluntarily, involuntarily, by operation of law or otherwise, including, without limitation, by way of merger, reverse triangular merger, equity sale or other similar transaction, without the prior written consent of Beezy. Any purported assignment or delegation in violation of this Section will be null and void. No assignment or delegation will relieve the assigning or delegating party of any of its obligations hereunder. The Agreement is binding upon and inures to the benefit of the parties and their respective permitted successors and assigns.
    (h) Export Regulation. Customer will comply with all applicable federal laws, regulations, and rules, and complete all required undertakings (including obtaining any necessary export license or other governmental approval), that prohibit or restrict the export or re-export of the Beezy Technology outside the US.
    (i) US Government Rights. Each of the Documentation and the software components that constitute the Beezy Technology is a “commercial item” as that term is defined at 48 C.F.R. § 2.101, consisting of “commercial computer software” and “commercial computer software documentation” as such terms are used in 48 C.F.R. § 12.212. Accordingly, solely to the extent Customer is an agency of the US Government or any contractor therefor, Customer only receives those rights with respect to the Beezy Technology as are granted to all other end users, in accordance with (a) 48 C.F.R. § 227.7201 through 48 C.F.R. § 227.7204, with respect to the Department of Defense and their contractors, or (b) 48 C.F.R. § 12.212, with respect to all other US Government users and their contractors.
    (j) Equitable Relief. Each party acknowledges and agrees that a breach or threatened breach by such party of any of its obligations under Section 6 or, in the case of Customer, Section 2(b), would cause the other party irreparable harm for which monetary damages would not be an adequate remedy and agrees that, in the event of such breach or threatened breach, the other party will be entitled to seek equitable relief, including a restraining order, an injunction, specific performance, and any other relief that may be available from any court, without any requirement to post a bond or other security, or to prove actual damages or that monetary damages are not an adequate remedy. Such remedies are not exclusive and are and are in addition to all other remedies that may be available at law, in equity, or otherwise.
    (k) Counterparts. The Agreement may be executed in counterparts, including counterparts delivered electronically, each of which is deemed an original, but all of which together are deemed to be one and the same agreement.
    (l) Language. The Agreement is in the English language only, which language will be controlling in all respects. All versions of the Agreement, if any, in any other language will be for convenience only and will not be binding on the parties. All communications and notices made or given under the Agreement, and any documentation and support to be provided will be in English unless otherwise noted.

    Professional Services Terms

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    Last Published: May 19, 2022.

    These Professional Services Terms (these “Professional Service Terms”) govern Beezy’s performance of Professional Services for Customer and are attached to, and made part of, that certain Proposal for Beezy Subscription Licenses and Professional Services between Beezy Inc., a Delaware corporation located at 548 Market St #76279, San Francisco, CA 94104-5401, United States (“Beezy”) and Customer. Provided, however, that Appspace, Inc., Appspace (Malaysia) Sdn Bhd, Appspace Australia Pty Ltd, Appspace Solutions Limited, and Appspace Technologies FZ-LLC may also provide products or services under these Terms (“Appspace”). Each of these entities, along with Beezy, is a wholly-owned subsidiary, or affiliate, of Appspace Holdings, Inc., a Delaware corporation.

    1. Definitions.

    (a) “Accepted Proposal” means an ordering document executed by the parties that specifies, among other things, a description of the Professional Services to be provided hereunder.
    (b) “Agreement” means the Accepted Proposal together with these Professional Service Terms, the Product Terms and any additional terms and conditions attached thereto.
    (c) “Product Terms” means those certain Product Terms attached to, and made part of, the Agreement.
    (d) “Deliverables” means all documents, work product, and other materials that are delivered to Customer under this Agreement or prepared by or on behalf of the Beezy in the course of performing the Professional Services, including any items identified as such in the Accepted Proposal.
    (e) “Professional Services” means the professional services offered by Beezy to Customer as set forth in an Accepted Proposal.

    2. Incorporated Terms.

    To the extent applicable, the following provisions of the Product Terms (and all corresponding defined terms) are hereby incorporated into, and made a part of, these Professional Service Terms, except that references to “Beezy Technology” in such provisions are amended to be “Professional Services” when used herein: Fees and Payment, Confidential Information; Security, Intellectual Property Ownership; Feedback, and Miscellaneous.

    3. Professional Services.

    Beezy will provide to Customer the Professional Services set out in one or more Accepted Proposals issued by Customer and accepted by Beezy.

    Customer Responsibilities. Customer will:
    (a) Designate one of its employees or agents to serve as its primary contact with respect to the Agreement and to act as its authorized representative with respect to matters pertaining to the Agreement (the “Customer Contract Manager”), with such designation to remain in force unless and until a successor Customer Contract Manager is appointed.
    (b) Respond promptly to any reasonable requests from Beezy for instructions, information, or approvals required by Beezy to provide the Professional Services.
    (c) Cooperate with Beezy in its performance of the Professional Services and provide access to Customer’s premises, employees, contractors, and equipment as required to enable Beezy to provide the Professional Services
    (d) Take all steps necessary, including obtaining any required licenses or consents, to prevent Customer-caused delays in Beezy’s provision of the Professional Services.

    5. Limited Warranty and Limitation of Liability.

    (a) Beezy warrants that it will perform the Professional Services:
    (i) in accordance with the terms and subject to the conditions set forth in the respective Accepted Proposal and this Agreement;
    (ii) using personnel of commercially reasonable skill, experience, and qualifications; and (iii) in a timely, workmanlike, and professional manner in accordance with generally recognized industry
    (b) Beezy’s sole and exclusive liability and Customer’s sole and exclusive remedy for breach of this warranty will be as follows:
    (i) Beezy will use commercially reasonable efforts to promptly re-perform the affected Professional Services; provided, that if Beezy cannot successfully re-perform such Professional Services within a reasonable time (but no more than 60 days) after Customer’s written notice of such breach, Customer may, at its option, terminate the portion of the Agreement relating to Professional Services by serving written notice of termination in accordance with Section 8(b).
    (ii) In the event the portion of the Agreement relating to Professional Services is terminated pursuant to Section 5(b)(i) above, Beezy will within 30 days after the effective date of termination, refund to Customer any fees paid by the Customer as of the date of termination for the Professional Services not yet performed or Deliverables (as defined in Section 6 below) not yet provided. (iii) The foregoing remedy will not be available unless Customer provides written notice of such breach within 30 days after delivery of such Professional Services or Deliverables to Customer.
    (c) BEEZY MAKES NO WARRANTIES EXCEPT FOR THAT PROVIDED IN SECTION 5(a), ABOVE. ALL OTHER WARRANTIES, EXPRESS AND IMPLIED, ARE EXPRESSLY DISCLAIMED.

    6. Intellectual Property.

    All intellectual property rights, including copyrights, patents, patent disclosures, and inventions (whether patentable or not), trademarks, service marks, trade secrets, know-how, and other confidential information, trade dress, trade names, logos, corporate names, and domain names, together with all of the goodwill associated therewith, derivative works, and all other rights (collectively, “Intellectual Property Rights”) in and to all Deliverables (except for any Confidential Information of Customer or customer materials incorporated therein) will be owned by Beezy. Beezy hereby grants Customer a license to use all Intellectual Property Rights in the Deliverables free of additional charge and on a non-exclusive, worldwide, non-transferable, non-sublicenseable, fully paid-up, royalty-free, and perpetual basis to the extent necessary to enable Customer to make reasonable use of the Deliverables and the Professional Services during the Term of the Agreement.

    7. Limitation of Liability.

    IN NO EVENT WILL BEEZY BE LIABLE TO CUSTOMER OR TO ANY THIRD PARTY FOR ANY LOSS OF USE, REVENUE, OR PROFIT OR LOSS OF DATA OR DIMINUTION IN VALUE, OR FOR ANY CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL, OR PUNITIVE DAMAGES WHETHER ARISING OUT OF BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, REGARDLESS OF WHETHER SUCH DAMAGE WAS FORESEEABLE AND WHETHER OR NOT BEEZY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND NOTWITHSTANDING THE FAILURE OF ANY AGREED OR OTHER REMEDY OF ITS ESSENTIAL PURPOSE. IN NO EVENT WILL BEEZY’S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT, WHETHER ARISING OUT OF OR RELATED TO BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, EXCEED THE AGGREGATE AMOUNTS PAID OR PAYABLE TO BEEZY FOR THE PROFESSIONAL SERVICES PURSUANT TO THE APPLICABLE ACCEPTED PROPOSAL IN THE 12 MONTH PERIOD PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

    8. Term and Termination.

    (a) Term. The term of these Professional Services Terms begins on the effective date for the Professional Services set forth in any applicable Accepted Proposal and will continue for the term set forth on the Accepted Proposal (or, if no term is listed, until the Professional Services are completed or these Professional Service Terms are terminated in accordance with Section 8(b)) (the “Term”). The parties may extend the Term upon mutual written consent.
    (b) Termination.
    (i) These Professional Services Terms, and the Professional Services performed hereunder, will terminate immediately upon the termination of the Agreement, unless otherwise agreed upon by the parties in writing.
    (ii) Beezy may terminate these Professional Services Terms and the provision of the Professional Services, effective on written notice to Customer, if Customer fails to pay any amount when due hereunder, and such failure continues more than 30 days after Beezy’s delivery of written notice thereof.
    (iii) Customer may terminate the Professional Services in whole or in part as set forth in Section 5(b)(i) hereof.
    (iv) Each party may terminate these Professional Services Terms and Beezy’s provision of the Professional Services, effective on written notice to the other party, if the other party materially breaches these Professional Service Terms, and such breach: (i) is incapable of cure; or (ii) being capable of cure, remains uncured 30 days after the non-breaching party provides the breaching party with written notice of such breach.
    (v) Each party may terminate these Professional Services Terms, effective immediately upon written notice to the other party, if the other party: (i) becomes insolvent or is generally unable to pay, or fails to pay, its debts as they become due; (ii) files or has filed against it, a petition for voluntary or involuntary bankruptcy or otherwise becomes subject, voluntarily or involuntarily, to any proceeding under any domestic or foreign bankruptcy or insolvency law; (iii) makes or seeks to make a general assignment for the benefit of its creditors; or (iv) applies for or has appointed a receiver, trustee, custodian, or similar agent appointed by order of any court of competent jurisdiction to take charge of or sell any material portion of its property or business.
    (c) Effect of Expiration or Termination. Upon expiration or earlier termination of these Professional Services Terms, Customer will immediately discontinue use of any Deliverables hereunder and, without limiting Customer’s obligations under Section 6 of the Product Terms (Confidential Information), Customer will delete, destroy, or return all copies of all Deliverables and certify in writing to Beezy that the Deliverables have been deleted or destroyed. No expiration or termination will affect Customer’s obligation to pay all Fees that may have become due before such expiration or termination or entitle Customer to any refund.
    (d) Survival. This Section 8(d) and Sections 1, 5(b), 5(c), 6, 7, and 8(c) survive any termination or expiration of these Professional Services Terms. No other provisions of these Professional Service Terms survive the expiration or earlier termination of these Professional Services Terms.

    Beezy Maintenance & Support Services Addendum

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    Last Published: May 19, 2021.

    This Beezy Maintenance & Support Services Addendum (this “Addendum”) is made part of the Product Terms under the Agreement between Beezy Inc., a Delaware corporation located at 548 Market St #76279, San Francisco, CA 94104-5401, United States (“Beezy”) and Customer. Provided, however, that Appspace, Inc., Appspace (Malaysia) Sdn Bhd, Appspace Australia Pty Ltd, Appspace Solutions Limited, and Appspace Technologies FZ-LLC may also provide products or services under these Terms (“Appspace”). Each of these entities, along with Beezy, is a wholly-owned subsidiary, or affiliate, of Appspace Holdings, Inc., a Delaware corporation. Capitalized terms used but not defined in this Addendum have the meaning set forth in the Product Terms (the “Product Terms”).

    1. Definitions.

    (a) “Designated Customer Personnel” means those employees of Customer that are designated to serve as contact persons with the Beezy personnel for performance under this Addendum.
    (b) “Error” means a reproducible failure of the Beezy Technology to perform in substantial conformity with the specifications set forth in the Documentation.
    (c) “Incident” means a support request that begins when Customer contacts Beezy to report one specific Error and ends when Beezy either: (i) Resolves the Error; or (ii) determines in its reasonable discretion that the Error cannot be Resolved.
    (d) “Maintenance Release” means any update, upgrade, release, or other adaptation or modification of the Beezy Technology, including any updated Documentation, that Beezy may provide to Customer from time to time during the Term, which may contain, among other things, error corrections, enhancements, improvements, or other changes to the user interface, functionality, compatibility, capabilities, performance, efficiency, or quality of the Beezy Technology.
    (e) “Resolve” means the provision of: (i) Support Services that, in Beezy’s reasonable discretion, correct the Error; (ii) information to Customer that corrects the Error; (iii) information to Customer on how to obtain a software solution that corrects the Error; (iv) notice to Customer that the Error is caused by a known, unresolved issue or an incompatibility issue with the Beezy Technology; (v) information to Customer that identifies the Error as being corrected by upgrading to a newer release of the Beezy Technology; or (vi) notice to Customer that the Error has been identified as arising out of or resulting from a Service Exception. “Resolution” has a correlative meaning.
    (f) “Respond” means Beezy’s initial communication with Customer, whether by telephone, email, or otherwise, acknowledging Customer’s request for Support Services in connection with a specific Error. “Response” has a correlative meaning.
    (g) “Severity Level One Incident” means an Error that causes the Beezy Technology not to operate and has a critical impact on Customer’s ability to use the Beezy Technology.
    (h) “Severity Level Two Incident” means an Error that results in a lack of Beezy Technology functionality and materially degrades significant aspects of Customer’s ability to use the Beezy Technology.
    (i) “Severity Level Three Incident” means an Error that impairs the performance of the Beezy Technology but does not substantially affect Customer’s ability to use the Beezy Technology.
    (j) “Version” means a version of the Beezy Technology that Beezy has previously introduced or may, from time to time, introduce and market generally as a distinct licensed product (as may be indicated by Beezy’s designation of a new version number).

    2.Support Services.

    Subject to the terms and conditions of this Addendum and the Product Terms, and conditioned on Customer’s and its representatives’ compliance therewith, Beezy will provide services as set forth in this Section 2 (the “Support Services”) to the Designated Customer Personnel during the Term, solely with respect to the two (2) most recent Versions of the Beezy Technology that Beezy has made available to the Customer during the Term.
    (a) Scope of Support Services. During the Term Beezy will use commercially reasonable efforts to Respond to Incidents reported by Designated Customer Personnel within the timeframes set forth below:
    (i) for a Severity Level One Incident, Beezy will respond within 24 hours of Beezy’s receipt of Customer’s notification, and will provide status updates with respect to the Incident at least daily thereafter until Resolved;
    (ii) for a Severity Level Two Incident, within 48 hours of Beezy’s receipt of Customer’s notification, and will provide status updates with respect to the Incident at least every 48 hours thereafter until Resolved; and
    (iii) for a Severity Level Three Incident, within 72 hours of Beezy’s receipt of Customer’s notification, and will provide Status updates with respect to the Incident at least every seven days thereafter until Resolved.
    Beezy does not guarantee that it will be able to Respond within the specified time periods or that any Incident will be Resolved. Beezy, in its reasonable discretion, will determine the amount of time it will need to spend to attempt to Resolve any specific Incident. Beezy will use commercially reasonable efforts to assist Customer in finding a mutually agreeable work-around, where possible, which can be used while the Incident is being Resolved.
    (b) Remote Services. Customer acknowledges and agrees that Beezy may provide the Support Services remotely to assist in analyzing and Resolving any Incident. Customer agrees to provide Beezy with access to Customer’s systems as necessary for Beezy to provide such remote Support Services to Customer.
    (c) Maintenance Releases. During the Term, Beezy will provide Customer with all Maintenance Releases it generally makes available to its customers, if any, under the terms and conditions set forth in the Product Terms.
    (d) Subcontractors. Beezy may perform any of the Support Services by or through third parties (each, a “Subcontractor”) or any other Beezy personnel.
    (e) Sole Remedy. The performance of Beezy’s obligations set forth in this Section 2 are Customer’s sole remedies and Beezy’s sole liability under the limited warranty set forth in the Product Terms.
    (b) Effect of Customer Failure or Delay. Beezy is not responsible or liable for any delay or failure of performance caused in whole or in part by any delay or failure to perform any of Customer’s obligations under the Product Terms or this Addendum (each, a “Customer Failure”).

    3. Limitations.

    (a) Incidents. Beezy will determine in its reasonable discretion: (a) what constitutes an Incident; (b) the severity level to which the Incident corresponds; and (c) when an Incident is deemed to be Resolved.

    4. Exceptions. Beezy has no obligation to provide Support Services relating to Errors that, in whole or in part, arise out of or result from any of the following (each a “Service Exception”):
    (a) Beezy Technology, or the media on which it is provided, that is modified or damaged by Customer or any third party;
    (b) any operation or use of, or other activity relating to, the Beezy Technology other than as specified in the Product Terms and Documentation, including any incorporation in the Beezy Technology of, or combination, operation or use of the Beezy Technology in or with, any technology (including any software, hardware, firmware, system, or network) or service not specified for Customer’s use in the Documentation, unless otherwise expressly permitted in writing by Beezy;
    (c) any Third-Party Products;
    (d) any negligence, abuse, misapplication, or misuse of the Beezy Technology other than by Beezy personnel, including any Customer use of the Beezy Technology other than as specified in the Documentation or expressly authorized in writing by Beezy;
    (e) any Customer Failure, including Customer’s failure to promptly install any Maintenance Release that Beezy has previously made available to Customer;
    (f) the operation of, or access to, Customer’s or a third party’s system or network;
    (g) any relocation, installation or integration of the Beezy Technology other than by Beezy personnel;
    (h) any beta software, software that Beezy makes available for testing or demonstration purposes, temporary software modules, or software for which Beezy does not receive a license fee;
    (i) any breach of or noncompliance with any provision of this Addendum or the Product Terms by Customer or any of its representatives; or
    (j) any force majeure event (including abnormal physical or electrical stress).

    5. Customer Obligations.

    (a) Notification. Customer will promptly notify Beezy of any Error and provide Beezy with reasonable detail of the nature and circumstances of the Error.
    (b) Compliance. Customer will comply with all terms and conditions of this Addendum and the Product Terms.
    (c) Use. Customer will use the Beezy Technology solely in accordance with the terms and conditions set forth in the Product Terms and the Documentation.
    (d) Environment. Customer will set up, maintain, and operate in good repair and in accordance with the Documentation all environmental conditions and components, including all networks, systems, Third-Party Products, and hardware, in or through which: (a) the Beezy Technology operates; and/or (b) the Customer accesses or uses any of the Beezy Technology.
    (e) Access. In connection with the performance of the Support Services, Designated Customer Personnel will provide Beezy with all such cooperation and assistance as they may reasonably request, or otherwise may reasonably be required, to enable Beezy to perform its obligations (including the provision of the Support Services), and exercise its rights, under and in accordance with the terms and conditions of this Addendum, including:
    (i) reasonable, uninterrupted access, both physical and virtual, to the Beezy Technology as hosted and/or installed on Customer’s premises, systems, networks, and facilities;
    (ii) a safe working environment;
    (iii) reasonable access to the Designated Customer Personnel, including network, systems, operations, and applications personnel; and
    (iv) all necessary authorizations and consents, whether from third parties or otherwise, in connection with any of the foregoing.
    (f) Data Back-up. Customer agrees to back up all data, files, and information prior to the performance of any Support Services and hereby assumes sole responsibility for any lost or altered data, files, or information.
    (g) Designated Customer Personnel. Customer will designate in writing to Beezy and maintain throughout the Term one or more individuals to serve as Designated Customer Personnel, who will be (a) the sole contact(s) between Customer and Beezy in connection with day-to-day matters relating to the provision of Support Services, (b) responsible for reporting Incidents, providing day-to-day consents and approvals on behalf of Customer, and (c) responsible for communicating with and providing timely and accurate information and feedback to Beezy in connection with the Support Services. Customer will ensure its Designated Customer Personnel have the requisite organizational authority, skill, experience, and other qualifications to perform these duties. Customer will use commercially reasonable efforts to maintain the same Designated Customer Personnel in place throughout the Term and provide prompt written notice to Beezy of any replacement or change in the name or contact information of any Designated Customer Personnel.
    (h) Information. Customer will provide Beezy with all information reasonably requested by Beezy from time to time relating to Customer’s use of the Beezy Technology, including information on Customer’s hardware, network, systems, and any related Third-Party Products, in order for Beezy to perform the Support Services hereunder.
    (i) Current Release. Except as otherwise specified in this Addendum, Customer must run only the current release level of the Beezy Technology that Beezy has made available to Customer. Customer will install all Maintenance Releases as soon as reasonably possible from the date they are made available by Beezy.

    BEEZY MOBILE APP END USER LICENSE AGREEMENT

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    Last Updated: January 15, 2021

    This Beezy Mobile App End User License Agreement (“Agreement”) is a binding agreement between you (“End User” or “you”) and Beezy Inc., a Delaware corporation (“Beezy” or “we”), located at 548 Market St #76279, San Francisco, CA 94104-5401, United States. By clicking “I Accept” or by using the Beezy App, you agree to the terms of this Agreement, including the mandatory arbitration provision and class action waiver in Section 14 If you do not agree to the terms of this Agreement, do not use the Beezy App.

    This Agreement governs your use of Beezy Mobile and/or Beezy Pocket on the iOS or Android, (including all related documentation, the “Beezy App”). The Beezy App is licensed, not sold, to you.

    1. License Grant.

    Subject to the terms of this Agreement, Beezy grants you a limited, non-exclusive, and nontransferable license to:
    (a) download, install, and use the Beezy App for your personal use on a single mobile device owned or otherwise controlled by you (“Mobile Device”) strictly in accordance with the Beezy App’s documentation; and
    (b) access, stream, download, and use on such Mobile Device the Beezy Services (as defined in Section 5) made available in or otherwise accessible through the Beezy App, strictly in accordance with this Agreement and the terms applicable to such Beezy Services referenced in Section 5.

    2. License Restrictions. You will not:

    (a) copy the Beezy App, except as expressly permitted by this license;
    (b) modify, translate, adapt, or otherwise create derivative works or improvements, whether or not patentable, of the Beezy App;
    (c) reverse engineer, disassemble, decompile, decode, or otherwise attempt to derive or gain access to the source code of the Beezy App or any part thereof;
    (d) remove, delete, alter, or obscure any trademarks or any copyright, trademark, patent, or other intellectual property or proprietary rights notices from the Beezy App, including any copy thereof;
    (e) rent, lease, lend, sell, sublicense, assign, distribute, publish, transfer, or otherwise make available the Beezy App, or any features or functionality of the Beezy App, to any third party for any reason, including by making the Beezy App available on a network where it is capable of being accessed by more than one device at any time;
    (f) remove, disable, circumvent, or otherwise create or implement any workaround to any copy protection, rights management, or security features in or protecting the Beezy App; or
    (g) use the Beezy App in, or in association with, the design, construction, maintenance, or operation of any hazardous environments or systems, including any power generation systems; aircraft navigation or communication systems, air traffic control systems, or any other transport management systems; safety-critical applications, including medical or life-support systems, vehicle operation applications or any police, fire, or other safety response systems; and military or aerospace applications, weapons systems, or environments.

    3). Reservation of Rights.

    You acknowledge and agree that the Beezy App is provided under license, and not sold, to you. You do not acquire any ownership interest in the Beezy App under this Agreement, or any other rights thereto other than to use the Beezy App in accordance with the license granted, and subject to all terms, conditions, and restrictions, under this Agreement. Beezy and its licensors and service providers reserve and retains their entire right, title, and interest in and to the Beezy App, including all copyrights, trademarks, and other intellectual property rights therein or relating thereto, except as expressly granted to you in this Agreement.

    4. Collection and Use of Your Information; Feedback.

    You acknowledge that when you download, install, or use the Beezy App, Beezy may use automatic means (including, for example, cookies and web beacons) to collect information about your Mobile Device and about your use of the Beezy App. You also may be required to provide certain information about yourself as a condition to downloading, installing, or using the Beezy App or certain of its features or functionality, and the Beezy App may provide you with opportunities to share information about yourself with others. All information we collect through or in connection with this Beezy App is subject to our Privacy Policy. By downloading, installing, using, and providing information to or through this Beezy App, you consent to all actions taken by us with respect to your information in compliance with the Privacy Policy. You may voluntarily post, submit or otherwise communicate to us any questions, comments, suggestions, ideas, original or creative materials or other information about Beezy or the Beezy App (collectively, “Feedback”). You understand that we may use such Feedback for any purpose, commercial or otherwise, without acknowledgment or compensation to you, including, without limitation, to develop, copy, publish, or improve the Feedback in Beezy’s sole discretion. You understand that Beezy may treat Feedback as non-confidential.

    5. Beezy Services.

    The Beezy App provides you with access to Beezy’s Intelligent Workplace Solution for Office 365 (the “Beezy Services”) as provided by your enterprise provider. Your access to and use of the Beezy Services are governed by the Agreement, Product Terms, and/or other terms agreed to by your enterprise provider governing your use of the Beezy Services, which are incorporated herein by reference. Your access to and use of the Beezy Services requires such terms to be in place prior to accessing or using the Beezy App’s features and functionality. Any violation of such terms will also be deemed a violation of this Agreement.

    6. Updates.

    Beezy may from time to time in its sole discretion develop and provide Beezy App updates, which may include upgrades, bug fixes, patches, other error corrections, and/or new features (collectively, including related documentation, “Updates”). Updates may also modify or delete in their entirety certain features and functionality. You agree that Beezy has no obligation to provide any Updates or to continue to provide or enable any particular features or functionality. Based on your Mobile Device settings, when your Mobile Device is connected to the internet either:
    (a) the Beezy App will automatically download and install all available Updates; or
    (b) you may receive notice of or be prompted to download and install available Updates.
    You will promptly download and install all Updates and acknowledge and agree that the Beezy App or portions thereof may not properly operate should you fail to do so. You further agree that all Updates will be deemed part of the Beezy App and be subject to all terms and conditions of this Agreement.

    7. Third-Party Content.

    We may provide information about third-party products, services, activities, or events, or we may allow third parties to make their content and information available on or through the Beezy App (collectively, “Third-Party Content”). We provide Third-Party Content as a service to those interested in such content. Your dealings or correspondence with third parties and your use of or interaction with any Third-Party Content are solely between you and the third party. Beezy does not control or endorse, and makes no representations or warranties regarding, any Third-Party Content, and your access to and use of such Third-Party Content is at your own risk.

    8. Term and Termination.

    (a) The term of Agreement commences when you download the Beezy App and will continue in effect until terminated by you or Beezy as set forth in this Section 8.
    (b) You may terminate this Agreement by deleting the Beezy App and all copies thereof from your Mobile Device.
    (c) Beezy may terminate this Agreement at any time without notice. In addition, this Agreement will terminate immediately and automatically without any notice if you violate any of the terms and conditions of this Agreement.
    (d) Upon termination:
    (i) all rights granted to you under this Agreement will also terminate; and
    (ii) you must cease all use of the Beezy App and delete all copies of the Beezy App from your Mobile Device and account.
    (e) Termination will not limit any of Beezy’s rights or remedies at law or in equity.

    9. Indemnification.

    To the fullest extent permitted by applicable law, you will indemnify, defend and hold harmless Beezy and our subsidiaries and affiliates, and each of our respective officers, directors, agents, partners, and employees (individually and collectively, the “Beezy Parties”) from and against any losses, liabilities, claims, demands, damages, expenses, or costs (“Claims”) arising out of or related to (a) your access to or use of the Beezy App; (b) your Feedback; (c) your violation of the terms of this Agreement; (d) your violation, misappropriation or infringement of any rights of another (including intellectual property rights or privacy rights); or (e) your conduct in connection with your use of the Beezy App. You agree to promptly notify the Beezy Parties of any third-party Claims, cooperate with the Beezy Parties in defending such Claims and pay all fees, costs and expenses associated with defending such Claims (including, but not limited to, attorneys' fees). You also agree that the Beezy Parties will have control of the defense or settlement, at Beezy's sole option, of any third-party Claims. This indemnity is in addition to, and not in lieu of, any other indemnities set forth in a written agreement between you and Beezy or the other Beezy Parties.

    10. Disclaimer of Warranties.

    Your use of the Beezy App is at your sole risk. Except as otherwise provided in a writing by us, the Beezy App and any content therein are provided “as is” and “as available” without warranties of any kind, either express or implied, including, but not limited to, implied warranties of merchantability, fitness for a particular purpose, title, and non-infringement. In addition, Beezy does not represent or warrant that the Beezy App or its contents are accurate, complete, reliable, current, or error-free. While Beezy attempts to make your use of the Beezy App and any content therein safe, we cannot and do not represent or warrant that the Beezy App or our servers are free of viruses or other harmful components. You assume the entire risk as to the quality and performance of the Beezy App. Some jurisdictions do not allow the exclusion of or limitations on implied warranties or the limitations on the applicable statutory rights of a consumer, so some or all of the above exclusions and limitations may not apply to you.

    11. Limitation of Liability.

    To the fullest extent permitted by applicable law, Beezy and the other Beezy Parties will not be liable to you under any theory of liability—whether based in contract, tort, negligence, strict liability, warranty, or otherwise—for any indirect, consequential, exemplary, incidental, punitive, or special damages or lost profits, even if Beezy or the other Beezy Parties have been advised of the possibility of such damages.

    The total liability of Beezy and the other Beezy Parties for any claim arising out of or relating to this Agreement or the Beezy App, regardless of the form of the action, is limited to $50.00 USD.

    The limitations set forth in this Section 11 will not limit or exclude liability for the gross negligence, fraud or intentional misconduct of Beezy or the other Beezy Parties or for any other matters in which liability cannot be excluded or limited under applicable law. Additionally, some jurisdictions do not allow the exclusion or limitation of incidental or consequential damages, so the above limitations or exclusions may not apply to you.

    12. Release.

    To the fullest extent permitted by applicable law, you release Beezy and the other Beezy Parties from responsibility, liability, claims, demands, and/or damages (actual and consequential) of every kind and nature, known and unknown (including, but not limited to, claims of negligence), arising out of or related to disputes between users and the acts or omissions of third parties. If you are a consumer who resides in California, you hereby waive your rights under California Civil Code § 1542, which provides: “A general release does not extend to claims which the creditor does not know or suspect to exist in his or her favor at the time of executing the release, which if known by him or her must have materially affected his or her settlement with the debtor.”

    13. Transfer and Processing Data.

    In order for us to provide the Beezy App, you agree that we may process, transfer, and store information about you in the United States and other countries, where you may not have the same rights and protections as you do under local law.

    14. Dispute Resolution; Binding Arbitration.

    Please read the following section carefully because it requires you to arbitrate certain disputes and claims with Beezy and limits the manner in which you can seek relief from us, unless you opt out of arbitration by following the instructions set forth below. No class or representative actions or arbitrations are allowed under this arbitration agreement. In addition, arbitration precludes you from suing in court or having a jury trial.

    No Representative Actions. You and Beezy agree that any dispute arising out of or related to this Agreement or the Beezy App is personal to you and Beezy and that any dispute will be resolved solely through individual action, and will not be brought as a class arbitration, class action or any other type of representative proceeding.

    Arbitration of Disputes. Except for small claims disputes in which you or Beezy seeks to bring an individual action in small claims court located in the county of your billing address or disputes in which you or Beezy seeks injunctive or other equitable relief for the alleged unlawful use of intellectual property, you and Beezy waive your rights to a jury trial and to have any dispute arising out of or related to this Agreement or the Beezy App resolved in court. Instead, for any dispute or claim that you have against Beezy or relating in any way to the Beezy App, you agree to first contact Beezy and attempt to resolve the claim informally by sending a written notice of your claim (“Notice”) to Beezy by email at legal@beezy.net or by certified mail addressed to Beezy Inc. 548 Market St #76279. San Francisco, CA, 94104-5401. United States of America. The Notice must (a) include your name, residence address, email address, and telephone number; (b) describe the nature and basis of the claim; and (c) set forth the specific relief sought. Our notice to you will be similar in form to that described above. If you and Beezy cannot reach an agreement to resolve the claim within thirty (30) days after such Notice is received, then either party may submit the dispute to binding arbitration administered by JAMS or, under the limited circumstances set forth above, in court. All disputes submitted to JAMS will be resolved through confidential, binding arbitration before one arbitrator. Arbitration proceedings will be held in New York, New York, unless you are a consumer, in which case you may elect to hold the arbitration in your county of residence in accordance with the JAMS Streamlined Arbitration Rules and Procedures (“JAMS Rules”). For purposes of this section, you will be deemed a “consumer” if you use the Beezy App for your personal, family, or household purposes. The most recent version of the JAMS Rules are available on the JAMS website and are hereby incorporated by reference. You either acknowledge and agree that you have read and understand the JAMS Rules or waive your opportunity to read the JAMS Rules and waive any claim that the JAMS Rules are unfair or should not apply for any reason.

    You and Beezy agree that this Agreement affects interstate commerce and that the enforceability of this Section 14 will be substantively and procedurally governed by the Federal Arbitration Act, 9 U.S.C. § 1, et seq. (the “FAA”), to the maximum extent permitted by applicable law. As limited by the FAA, this Agreement and the JAMS Rules, the arbitrator will have exclusive authority to make all procedural and substantive decisions regarding any dispute and to grant any remedy that would otherwise be available in court, including the power to determine the question of arbitrability. The arbitrator may conduct only an individual arbitration and may not consolidate more than one individual’s claims, preside over any type of class or representative proceeding, or preside over any proceeding involving more than one individual.

    The arbitrator, Beezy, and you will maintain the confidentiality of any arbitration proceedings, judgments and awards, including, but not limited to, all information gathered, prepared, and presented for purposes of the arbitration or related to the dispute(s) therein. The arbitrator will have the authority to make appropriate rulings to safeguard confidentiality, unless the law provides to the contrary. The arbitration will allow for the discovery or exchange of non-privileged information relevant to the dispute. The duty of confidentiality does not apply to the extent that disclosure is necessary to prepare for or conduct the arbitration hearing on the merits, in connection with a court application for a preliminary remedy or in connection with a judicial challenge to an arbitration award or its enforcement, or to the extent that disclosure is otherwise required by law or judicial decision.

    You and Beezy agree that for any arbitration you initiate, you will pay the filing fee (up to a maximum of $250 if you are a consumer), and Beezy will pay the remaining JAMS fees and costs. For any arbitration initiated by Company, Beezy will pay all JAMS fees and costs. You and Beezy agree that the state or federal courts of the State of New York and the United States sitting in New York, New York have exclusive jurisdiction over any appeals and the enforcement of an arbitration award.

    Any claim arising out of or related to this Agreement or the Beezy App must be filed within one year after such claim arose; otherwise, the claim is permanently barred, which means that you and Beezy will not have the right to assert the claim.

    If any portion of this Section 14 is found to be unenforceable or unlawful for any reason, (a) the unenforceable or unlawful provision shall be severed from this Agreement; (b) severance of the unenforceable or unlawful provision shall have no impact whatsoever on the remainder of this Section 14 or the parties’ ability to compel arbitration of any remaining claims on an individual basis pursuant to this Section 14; and (c) to the extent that any claims must therefore proceed on a class, collective, consolidated, or representative basis, such claims must be litigated in a civil court of competent jurisdiction and not in arbitration, and the parties agree that litigation of those claims shall be stayed pending the outcome of any individual claims in arbitration. Further, if any part of this Section 14 is found to prohibit an individual claim seeking public injunctive relief, that provision will have no effect to the extent such relief is allowed to be sought out of arbitration, and the remainder of this Section 14 will be enforceable.

    15. Export Regulation.

    The Beezy App may be subject to US export control laws, including the Export Control Reform Act and its associated regulations. You will not, directly or indirectly, export, re-export, or release the Beezy App to, or make the Beezy App accessible from, any jurisdiction or country to which export, re-export, or release is prohibited by law, rule, or regulation. You will comply with all applicable federal laws, regulations, and rules, and complete all required undertakings (including obtaining any necessary export license or other governmental approval), prior to exporting, re-exporting, releasing, or otherwise making the Beezy App available outside the US.

    16. US Government Rights.

    Each of the documentation and the software components that constitute the Beezy App is a “commercial item” as that term is defined at 48 C.F.R. § 2.101, consisting of “commercial computer software” and “commercial computer software documentation” as such terms are used in 48 C.F.R. § 12.212. Accordingly, if End User or your employer are an agency of the US Government or any contractor therefor, you only receive those rights with respect to the Beezy App and its documentation as are granted to all other End Users, in accordance with (a) 48 C.F.R. § 227.7201 through 48 C.F.R. § 227.7204, with respect to the Department of Defense and their contractors, or (b) 48 C.F.R. § 12.212, with respect to all other US Government users and their contractors.

    17. Governing Law and Venue.

    Any dispute arising from this Agreement and your use of the Beezy App will be governed by and construed and enforced in accordance with the laws of the State of New York, except to the extent preempted by U.S. federal law, without regard to conflict of law rules or principles (whether of the State of New York or any other jurisdiction) that would cause the application of the laws of any other jurisdiction. Any dispute between the parties that is not subject to arbitration or cannot be heard in small claims court will be resolved in the state or federal courts of the State of New York and the United States, respectively, sitting in New York, New York.

    18. Severability.

    If any provision or part of a provision of this Agreement is unlawful, void, or unenforceable, that provision or part of the provision is deemed severable from this Agreement and does not affect the validity and enforceability of any remaining provisions.

    19. Miscellaneous.

    The failure of Beezy to exercise or enforce any right or provision of this Agreement will not operate as a waiver of such right or provision. The section titles in this Agreement are for convenience only and have no legal or contractual effect. Except as otherwise provided herein, this Agreement is intended solely for the benefit of the parties and is not intended to confer third-party beneficiary rights upon any other person or entity. You agree that communications and transactions between us may be conducted electronically. Under California Civil Code Section 1789.3, California consumers are entitled to the following specific consumer rights notice: The Complaint Assistance Unit of the Division of Consumer Site of the California Department of Consumer Affairs may be contacted in writing at 1625 N. Market Blvd., Suite N-112, Sacramento, California 95834, or by telephone at 1 (800) 952-5210.

    BEEZY.NET TERMS OF USE

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    Last Updated: January 15, 2021

    These Terms of Use (“Terms”) apply to your access to and use of the websites located at Beezy.net (the “Site”) provided by Beezy Inc., a Delaware corporation (“Beezy” or “we”), located at 548 Market St #76279, San Francisco, CA 94104-5401, United States. By using or visiting our Site, you agree to these Terms, including the mandatory arbitration provision and class action waiver in Section 16. If you do not agree to these Terms, do not use or visit our Site.

    These Terms do not apply to your use of Beezy’s Intelligent Workplace Solution for Office 365 (the “Beezy Services”). Use of the Beezy Services is governed by the Master Services Agreement, Product Terms, or other terms governing the use of the Beezy Services.

    We may make changes to these Terms from time to time. If we make changes, we will provide you with notice of such changes, such as by sending an email, providing a notice through our Site or updating the date at the top of these Terms. Unless we say otherwise in our notice, the amended Terms will be effective immediately, and your continued use of our Site after we provide such notice will confirm your acceptance of the changes. If you do not agree to the amended Terms, you must stop using or visiting our Site.

    If you have any questions about these Terms or our Site, please contact us at legal@beezy.net.

    1. Privacy

    For information about how we collect, use, share, and otherwise process information about you, please see our Privacy Policy.

    2. Prohibited Conduct and Content

    You will not violate any applicable law, contract, intellectual property right, or other third-party right or commit a tort, and you are solely responsible for your conduct while using or visiting our Site. You will not:

    ▪ Misrepresent your identity or affiliation with a person or entity;
    ▪ Copy, reproduce, distribute, publicly perform, or publicly display all or portions of our Site, except as expressly permitted by us or our licensors;
    ▪ Modify our Site, remove any proprietary rights notices or markings, or otherwise make any derivative works based upon our Site;
    ▪ Use our Site other than for its intended purpose and in any manner that could interfere with, disrupt, negatively affect or inhibit other users from fully enjoying our Site, or that could damage, disable, overburden or impair the functioning of our Site in any manner;
    ▪ Reverse engineer any aspect of our Services or do anything that might discover source code or bypass or circumvent measures employed to prevent or limit access to any part of our Services;
    ▪ Use any data mining, robots, or similar data gathering or extraction methods designed to scrape or extract data from our Site;
    ▪ Develop or use any applications that interact with our Site without our prior written consent;
    ▪ Send, distribute or post spam, unsolicited or bulk commercial electronic communications, chain letters, or pyramid schemes;
    ▪ Bypass or ignore instructions contained in our robots.txt file; or
    ▪ Use our Site for any illegal or unauthorized purpose, or engage in, encourage, or promote any activity that violates these Terms.

    Enforcement of this Section 2 is solely at Beezy’s discretion, and failure to enforce this section in some instances does not constitute a waiver of our right to enforce it in other instances. In addition, this Section 2 does not create any private right of action on the part of any third party or any reasonable expectation that the Site will not contain any content that is prohibited by such rules.

    3. Ownership; Limited License

    The Site, including the text, graphics, images, photographs, videos, illustrations, and other content contained therein, is owned by Beezy or our licensors and is protected under both United States and foreign laws. Except as explicitly stated in these Terms, all rights in and to the Site are reserved by us or our licensors. Subject to your compliance with these Terms, you are hereby granted a limited, nonexclusive, nontransferable, non-sublicensable, revocable license to access and use our Site solely for its intended purposes and in accordance with its permitted functionality. Any use of the Site other than as specifically authorized herein, without our prior written permission, is strictly prohibited, will terminate the license granted herein and violate our intellectual property rights.

    4. Trademarks

    The Beezy name and our logos, our product or service names, our slogans, and the look and feel of the Site are trademarks of Beezy and may not be copied, imitated or used, in whole or in part, without our prior written permission. All other trademarks, registered trademarks, product names and company names or logos mentioned on the Site are the property of their respective owners. Reference to any products, services, processes or other information by trade name, trademark, manufacturer, supplier or otherwise does not constitute or imply endorsement, sponsorship or recommendation by us.

    5. Feedback

    You may voluntarily post, submit or otherwise communicate to us any questions, comments, suggestions, ideas, original or creative materials or other information about Beezy or our Site (collectively, “Feedback”). You understand that we may use such Feedback for any purpose, commercial or otherwise, without acknowledgment or compensation to you, including, without limitation, to develop, copy, publish, or improve the Feedback in Beezy’s sole discretion. You understand that Beezy may treat Feedback as non-confidential.

    6. Third-Party Content

    We may provide information about third-party products, services, activities, or events, or we may allow third parties to make their content and information available on or through the Site (collectively, “Third-Party Content”). We provide Third-Party Content as a service to those interested in such content. Your dealings or correspondence with third parties and your use of or interaction with any Third-Party Content are solely between you and the third party. Beezy does not control or endorse, and makes no representations or warranties regarding, any Third-Party Content, and your access to and use of such Third-Party Content is at your own risk.

    7. Indemnification

    To the fullest extent permitted by applicable law, you will indemnify, defend and hold harmless Beezy and our subsidiaries and affiliates, and each of our respective officers, directors, agents, partners, and employees (individually and collectively, the “Beezy Parties”) from and against any losses, liabilities, claims, demands, damages, expenses, or costs (“Claims”) arising out of or related to (a) your access to or use of the Site; (b) your Feedback; (c) your violation of these Terms; (d) your violation, misappropriation or infringement of any rights of another (including intellectual property rights or privacy rights); or (e) your conduct in connection with your use of the Site. You agree to promptly notify Beezy Parties of any third-party Claims, cooperate with Beezy Parties in defending such Claims and pay all fees, costs and expenses associated with defending such Claims (including, but not limited to, attorneys' fees). You also agree that the Beezy Parties will have control of the defense or settlement, at Beezy's sole option, of any third-party Claims. This indemnity is in addition to, and not in lieu of, any other indemnities set forth in a written agreement between you and Beezy or the other Beezy Parties.

    8. Disclaimers

    Your use of our Site is at your sole risk. Except as otherwise provided in a writing by us, our Site and any content therein are provided “as is” and “as available” without warranties of any kind, either express or implied, including, but not limited to, implied warranties of merchantability, fitness for a particular purpose, title, and non-infringement. In addition, Beezy does not represent or warrant that our Site or its contents are accurate, complete, reliable, current, or error-free. While Beezy attempts to make your use of our Site and any content therein safe, we cannot and do not represent or warrant that our Site or servers are free of viruses or other harmful components. You assume the entire risk as to the quality and performance of the Site. Some jurisdictions do not allow the exclusion of or limitations on implied warranties or the limitations on the applicable statutory rights of a consumer, so some or all of the above exclusions and limitations may not apply to you.

    9. Limitation of Liability

    To the fullest extent permitted by applicable law, Beezy and the other Beezy Parties will not be liable to you under any theory of liability—whether based in contract, tort, negligence, strict liability, warranty, or otherwise—for any indirect, consequential, exemplary, incidental, punitive, or special damages or lost profits, even if Beezy or the other Beezy Parties have been advised of the possibility of such damages.

    The total liability of Beezy and the other Beezy Parties for any claim arising out of or relating to these Terms or our Site, regardless of the form of the action, is limited to $50.00 USD.

    The limitations set forth in this Section 9 will not limit or exclude liability for the gross negligence, fraud or intentional misconduct of Beezy or the other Beezy Parties or for any other matters in which liability cannot be excluded or limited under applicable law. Additionally, some jurisdictions do not allow the exclusion or limitation of incidental or consequential damages, so the above limitations or exclusions may not apply to you.

    10. Release

    To the fullest extent permitted by applicable law, you release Beezy and the other Beezy Parties from responsibility, liability, claims, demands, and/or damages (actual and consequential) of every kind and nature, known and unknown (including, but not limited to, claims of negligence), arising out of or related to disputes between users and the acts or omissions of third parties. If you are a consumer who resides in California, you hereby waive your rights under California Civil Code § 1542, which provides: “A general release does not extend to claims which the creditor does not know or suspect to exist in his or her favor at the time of executing the release, which if known by him or her must have materially affected his or her settlement with the debtor.”

    11. Transfer and Processing Data

    In order for us to provide the Site, you agree that we may process, transfer, and store information about you in the United States and other countries, where you may not have the same rights and protections as you do under local law.

    12. Dispute Resolution; Binding Arbitration

    Please read the following section carefully because it requires you to arbitrate certain disputes and claims with Beezy and limits the manner in which you can seek relief from us, unless you opt out of arbitration by following the instructions set forth below. No class or representative actions or arbitrations are allowed under this arbitration agreement. In addition, arbitration precludes you from suing in court or having a jury trial.

    No Representative Actions. You and Beezy agree that any dispute arising out of or related to these Terms or our Site is personal to you and Beezy and that any dispute will be resolved solely through individual action, and will not be brought as a class arbitration, class action or any other type of representative proceeding.

    Arbitration of Disputes. Except for small claims disputes in which you or Beezy seeks to bring an individual action in small claims court located in the county of your billing address or disputes in which you or Beezy seeks injunctive or other equitable relief for the alleged unlawful use of intellectual property, you and Beezy waive your rights to a jury trial and to have any dispute arising out of or related to these Terms or our Site resolved in court. Instead, for any dispute or claim that you have against Beezy or relating in any way to the Site, you agree to first contact Beezy and attempt to resolve the claim informally by sending a written notice of your claim (“Notice”) to Beezy by email at legal@beezy.net or by certified mail addressed to 548 Market St #76279San Francisco, CA, 94104-5401. The Notice must (a) include your name, residence address, email address, and telephone number; (b) describe the nature and basis of the claim; and (c) set forth the specific relief sought. Our notice to you will be similar in form to that described above. If you and Beezy cannot reach an agreement to resolve the claim within thirty (30) days after such Notice is received, then either party may submit the dispute to binding arbitration administered by JAMS or, under the limited circumstances set forth above, in court. All disputes submitted to JAMS will be resolved through confidential, binding arbitration before one arbitrator. Arbitration proceedings will be held in New York, New York, unless you are a consumer, in which case you may elect to hold the arbitration in your county of residence in accordance with the JAMS Streamlined Arbitration Rules and Procedures (“JAMS Rules”). For purposes of this section, you will be deemed a “consumer” if you use the Site for your personal, family, or household purposes. The most recent version of the JAMS Rules are available on the JAMS website and are hereby incorporated by reference. You either acknowledge and agree that you have read and understand the JAMS Rules or waive your opportunity to read the JAMS Rules and waive any claim that the JAMS Rules are unfair or should not apply for any reason.

    You and Beezy agree that these Terms affect interstate commerce and that the enforceability of this Section 12 will be substantively and procedurally governed by the Federal Arbitration Act, 9 U.S.C. § 1, et seq. (the “FAA”), to the maximum extent permitted by applicable law. As limited by the FAA, these Terms and the JAMS Rules, the arbitrator will have exclusive authority to make all procedural and substantive decisions regarding any dispute and to grant any remedy that would otherwise be available in court, including the power to determine the question of arbitrability. The arbitrator may conduct only an individual arbitration and may not consolidate more than one individual’s claims, preside over any type of class or representative proceeding, or preside over any proceeding involving more than one individual.

    The arbitrator, Beezy, and you will maintain the confidentiality of any arbitration proceedings, judgments and awards, including, but not limited to, all information gathered, prepared, and presented for purposes of the arbitration or related to the dispute(s) therein. The arbitrator will have the authority to make appropriate rulings to safeguard confidentiality, unless the law provides to the contrary. The arbitration will allow for the discovery or exchange of non-privileged information relevant to the dispute. The duty of confidentiality does not apply to the extent that disclosure is necessary to prepare for or conduct the arbitration hearing on the merits, in connection with a court application for a preliminary remedy or in connection with a judicial challenge to an arbitration award or its enforcement, or to the extent that disclosure is otherwise required by law or judicial decision.

    You and Beezy agree that for any arbitration you initiate, you will pay the filing fee (up to a maximum of $250 if you are a consumer), and Beezy will pay the remaining JAMS fees and costs. For any arbitration initiated by Company, Beezy will pay all JAMS fees and costs. You and Beezy agree that the state or federal courts of the State of New York and the United States sitting in New York, New York have exclusive jurisdiction over any appeals and the enforcement of an arbitration award.

    Any claim arising out of or related to these Terms or our Site must be filed within one year after such claim arose; otherwise, the claim is permanently barred, which means that you and Beezy will not have the right to assert the claim.

    If any portion of this Section 12 is found to be unenforceable or unlawful for any reason, (a) the unenforceable or unlawful provision shall be severed from these Terms; (b) severance of the unenforceable or unlawful provision shall have no impact whatsoever on the remainder of this Section 12 or the parties’ ability to compel arbitration of any remaining claims on an individual basis pursuant to this Section 12; and (c) to the extent that any claims must therefore proceed on a class, collective, consolidated, or representative basis, such claims must be litigated in a civil court of competent jurisdiction and not in arbitration, and the parties agree that litigation of those claims shall be stayed pending the outcome of any individual claims in arbitration. Further, if any part of this Section 12 is found to prohibit an individual claim seeking public injunctive relief, that provision will have no effect to the extent such relief is allowed to be sought out of arbitration, and the remainder of this Section 12 will be enforceable.

    13. Governing Law and Venue

    Any dispute arising from these Terms and your use of the Site will be governed by and construed and enforced in accordance with the laws of the State of New York, except to the extent preempted by U.S. federal law, without regard to conflict of law rules or principles (whether of the State of New York or any other jurisdiction) that would cause the application of the laws of any other jurisdiction. Any dispute between the parties that is not subject to arbitration or cannot be heard in small claims court will be resolved in the state or federal courts of the State of New York and the United States, respectively, sitting in New York, New York.

    14. Modifying and Terminating our Site

    We reserve the right to modify our Site or to suspend or stop providing all or portions of our Site at any time. You also have the right to stop using our Site at any time. We are not responsible for any loss or harm related to your inability to access or use our Site.

    15. Severability

    If any provision or part of a provision of these Terms is unlawful, void, or unenforceable, that provision or part of the provision is deemed severable from these Terms and does not affect the validity and enforceability of any remaining provisions.

    16. Miscellaneous

    The failure of Beezy to exercise or enforce any right or provision of these Terms will not operate as a waiver of such right or provision. The section titles in these Terms are for convenience only and have no legal or contractual effect. Except as otherwise provided herein, these Terms are intended solely for the benefit of the parties and are not intended to confer third-party beneficiary rights upon any other person or entity. You agree that communications and transactions between us may be conducted electronically. Under California Civil Code Section 1789.3, California consumers are entitled to the following specific consumer rights notice: The Complaint Assistance Unit of the Division of Consumer Site of the California Department of Consumer Affairs may be contacted in writing at 1625 N. Market Blvd., Suite N-112, Sacramento, California 95834, or by telephone at 1 (800) 952-5210.

    Cookie and Tracking Technology Policy

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    Effective Date: January 15, 2021

    What are Cookies and other Tracking Technologies?

    Like most websites, we use cookies and similar technologies to remember things about you so that we can provide you with a better experience.

    ● Cookies are small data files stored on your browser or device. They may be served by the entity that operates the website you are visiting (“first-party cookies”) or by other companies (“third-party cookies”). For example, we partner with third-party analytics providers, like Google, to set cookies when you visit our website. This helps us understand how you are using our Services so that we may improve them.
    ● Pixels are small images on a web page or in an email. Pixels collect information about your browser or device and can set cookies.
    ● Local storage allows data to be stored locally on your browser or device and includes HTML5 local storage and browser cache.

    How We Use Cookies

    We use cookies for a number of reasons, like helping us see which features are most popular, counting visitors to a page, improving our visitors’ experience, keeping our services secure, and generally providing you with a better experience. The cookies we use generally fall into one of the following categories:

    Category of Cookies Why We Use These Cookies
    Technical These cookies are essential for our services to function properly. Like the other cookies we use, technical cookies may be either first-party cookies or third-party cookies.
    Preferences We use these cookies to remember your settings and preferences. For example, we may use these cookies to remember your language preferences.
    Security We use these cookies to help identify and prevent security risks.
    Performance We use these cookies to collect information about how you interact with our services and to help us improve them. For example, we may use these cookies to determine if you have interacted with a certain page.
    Analytics We use these cookies to help us understand and improve our services. For example, we can use these cookies to learn more about which features are the most popular with our users and where we may need to make improvements.
    Advertising We and our advertising partners use these cookies to deliver advertisements, to make them more relevant and meaningful to visitors to our website, and to track the efficiency of our advertising campaigns, both on our services and on other websites.

    For a full list of the cookies we deploy on our website and the categories they fall into, please click this link.

    Your Choices

    You have a number of options to control or limit how we and our partners use cookies and similar technologies, including for advertising.

    ● Although most browsers and devices accept cookies by default, their settings usually allow you to clear or decline cookies. If you disable cookies, however, some of the features of our services may not function properly.
    ● To prevent your data from being used by Google Analytics, you can install Google’s opt-out browser add-on.
    ● For information on how our advertising partners allow you to opt out of receiving ads based on your web browsing history, please visit http://optout.aboutads.info/. European users may opt out of receiving targeted advertising through the European Interactive Digital Advertising Alliance.
    ● To opt out of ads on Facebook, Pinterest, or Google that are targeted to your interests, use your Facebook, Pinterest, or Google Ads settings.

    Contact Us
    If you have any questions about our use of cookies, please contact us at:
    Email address: legal@beezy.net
    Mailing address: 548 Market St #76279, San Francisco, CA, 94104-5401
    Telephone: +1 (720) 346 3964

    BEEZY PRIVACY POLICY

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    Last Updated: June 9, 2021

    This Privacy Policy explains how Beezy Inc. and its subsidiaries and affiliated companies (“Beezy,” “we,” “our,” or “us”) collects, uses, and discloses information about you. This Privacy Policy applies when you use our websites, mobile applications, and other online products and services (collectively, our “Services”), shop in our stores, contact our customer service team, engage with us on social media, or otherwise interact with us. If your organization provides you with access to our Services, Beezy processes your information to provide the Services to your organization and you, and in some cases for Beezy’s business operations related to providing the Services.

    We may change this Privacy Policy from time to time. If we make changes, we will notify you by revising the date at the top of this policy and, in some cases, we may provide you with additional notice (such as adding a statement to our website or sending you a notification). We encourage you to review this Privacy Policy regularly to stay informed about our information practices and the choices available to you.

    CONTENTS
    Collection of Information
    Use of Information
    Sharing of Information
    Advertising and Analytics
    Transfer of Information to the United States and Other Countries
    Your Choices
    Your California Privacy Rights
    Additional Disclosures for Individuals in Europe
    Contact Us

    COLLECTION OF INFORMATION

    Information You Provide to Us

    We collect information you provide directly to us. For example, you share information directly with us when you fill out a form, request a demo, make a purchase, communicate with us via third-party platforms, request customer support, or otherwise communicate with us. The types of personal information we may collect include your name, email address, professional information such as your company name and job title, phone number, other payment information, and any other information you choose to provide.

    Information We Collect Automatically When You Interact with Us

    When you access or use our Services or otherwise transact business with us, we automatically collect certain information, including:

     Activity Information: We collect information about your activity on our Services, such as access times, pages viewed, links clicked, and the page you visited before navigating to our Services.
     Transactional Information: When you make a purchase, we collect information about the transaction, such as product details, purchase price, and the date and location of the transaction.
     Device and Usage Information: We collect information about how you access our Services, including data about the device and network you use, such as your hardware model, operating system version, mobile network, IP address, unique device identifiers, browser type, and app version.
     Location Information: In accordance with your device permissions, we may collect information about the precise location of your device. You may stop the collection of precise location information at any time (see the Your Choices section below for details).
     Information Collected by Cookies and Similar Tracking Technologies: We (and our service providers) use tracking technologies, such as cookies and web beacons, to collect information about you. Cookies are small data files stored on your hard drive or in device memory that help us improve our Services and your experience, see which areas and features of our Services are popular, and count visits. Web beacons (also known as “pixel tags” or “clear GIFs”) are electronic images that we use on our Services and in our emails to help deliver cookies, count visits, and understand usage and campaign effectiveness. For more information about cookies and how to disable them, see our Cookie Policy and the Your Choices section below.

    Information We Collect from Other Sources

    We obtain information from third-party sources. For example, we may collect information about you from advertising networks, data analytics providers, mailing list providers, and other publicly-available sources.

    Information We Derive

    We may derive information or draw inferences about you based on the information we collect. For example, we may make inferences about your location based on your IP address or infer that you are looking to purchase certain products based on your browsing behavior and past purchases.

     

    USE OF INFORMATION

    We use the information we collect to:

    • Provide, maintain, and improve our Services;
    • Process transactions and send you related information, including confirmations, receipts, invoices, and customer experience surveys;
    • Personalize and improve your experience on our Services;
    • Send you technical notices, security alerts, and support and administrative messages;
    • Respond to your comments and questions and provide customer service;
    • Communicate with you about products, services, and events offered by Beezy and others and provide news and information that we think will interest you (see the Your Choices section below for information about how to opt out of these communications at any time);
    • Monitor and analyze trends, usage, and activities in connection with our Services;
    • Detect, investigate, and prevent security incidents and other malicious, deceptive, fraudulent, or illegal activity and protect the rights and property of Beezy and others;
    • Debug to identify and repair errors in our Services;
    • Comply with our legal and financial obligations; and
    • Carry out any other purpose described to you at the time the information was collected.

     

    SHARING OF INFORMATION

    We share personal information in the following circumstances or as otherwise described in this policy:

    ● We share personal information with vendors, service providers, and consultants that need access to personal information in order to perform services for us, such as companies that assist us with web hosting, payment processing, fraud prevention, customer service, and marketing and advertising.
    ● We may disclose personal information if we believe that disclosure is in accordance with, or required by, any applicable law or legal process, including lawful requests by public authorities to meet national security or law enforcement requirements.
    ● We may share personal information if we believe that your actions are inconsistent with our user agreements or policies, if we believe that you have violated the law, or if we believe it is necessary to protect the rights, property, and safety of Beezy, our users, the public, or others.
    ● We share personal information with our lawyers and other professional advisors where necessary to obtain advice or otherwise protect and manage our business interests.
    ● We may share personal information in connection with, or during negotiations concerning, any merger, sale of company assets, financing, or acquisition of all or a portion of our business by another company.
    ● Personal information is shared between and among Beezy and our current and future parents, affiliates, and subsidiaries and other companies under common control and ownership.
    ● We share personal information with your consent or at your direction.

    When you post user content on our Services, that content may be accessible to other users of the Services, who may be able to see your personal information or other information about you that you post. We also share aggregated or de-identified information that cannot reasonably be used to identify you.

     

    ADVERTISING AND ANALYTICS

    We allow others to provide analytics services and serve advertisements on our behalf across the web and in mobile apps. These entities may use cookies, web beacons, device identifiers, and other technologies to collect information about your use of our Services and other websites and applications, including your IP address, web browser, mobile network information, pages viewed, time spent on pages or in mobile apps, links clicked, and conversion information. This information may be used by Beezyand others to, among other things, analyze and track data, determine the popularity of certain content, deliver advertising and content targeted to your interests on our Services and other websites, and better understand your online activity. For more information about interest-based ads, or to opt out of having your web browsing information used for behavioral advertising purposes, please visit www.aboutads.info/choices (in the United States) or http://www.youronlinechoices.eu (in Europe). Your device may also include a feature (“Limit Ad Tracking” on iOS or “Opt Out of Interest-Based Ads” or “Opt Out of Ads Personalization” on Android) that allows you to opt out of having certain information collected through mobile apps used for behavioral advertising purposes.

    We also work with third parties to serve ads to you as part of customized campaigns on third-party platforms (such as Facebook and LinkedIn). As part of these ad campaigns, we or the third-party platforms may convert information about you, such as your email address and phone number, into a unique value that can be matched with a user account on these platforms to allow us to learn about your interests and serve you advertising that is customized to your interests. Note that the third-party platforms may offer you choices about whether you see these types of customized ads.

     

    TRANSFER OF INFORMATION TO THE UNITED STATES AND OTHER COUNTRIES

    Beezy is headquartered in the United States, and we have operations and service providers in the United States and other countries. Therefore, we and our service providers may transfer your personal information to, or store or access it in, jurisdictions that may not provide levels of data protection that are equivalent to those of your home jurisdiction. We will take steps to ensure that your personal information receives an adequate level of protection in the jurisdictions in which we process it.

     

    YOUR CHOICES

    Account Information

    You may update and correct certain personal information at any time by emailing us at legal@beezy.net or using the methods listed in the Contact Us section below. If you wish to delete your personal information, please email us at legal@beezy.net, but note that we may retain certain information as required by law or for our legitimate business purposes.

    Location Information

    When you first launch any of our mobile apps that collect precise location information, you will be asked to consent to the app’s collection of this information. If you initially consent to our collection of such location information, you can subsequently stop the collection of this information at any time by changing the preferences on your mobile device. You may also stop our collection of this location information by following the standard uninstall process to remove all of our mobile apps from your device. If you stop our collection of this location information, our Services may no longer function properly.

    Cookies

    Most web browsers are set to accept cookies by default. If you prefer, you can usually adjust your browser settings to remove or reject browser cookies. Please note that removing or rejecting cookies could affect the availability and functionality of our Services. For more information about cookies and how to disable them, see our Cookie Policy.

    Communications Preferences

    You may opt out of receiving promotional emails from Breezy by following the instructions in those communications or by emailing us at legal@beezy.net. If you opt out, we may still send you non-promotional emails, such as those about our ongoing business relations.

     

    YOUR CALIFORNIA PRIVACY RIGHTS

    The California Consumer Privacy Act or “CCPA” (Cal. Civ. Code § 1798.100 et seq.) affords consumers residing in California certain rights with respect to their personal information. If you are a California resident, this section applies to you.

    California Consumer Privacy Act

    In the preceding 12 months, we have collected the following categories of personal information: identifiers, commercial information, internet or other electronic network activity information, professional or employment-related information, and inferences drawn from any of the information identified in this section. For details about the precise data points we collect and the categories of sources of such collection, please see the Collection of Information section above. We collect personal information for the business and commercial purposes described in the Use of Information section above. In the preceding 12 months, we have disclosed the following categories of personal information for business purposes to the following categories of recipients:

    Category of Personal Data Categories of Recipients
    Identifiers, such as name, postal address, email address, and IP address Service providers, consultants, current or potential business partners or purchasers, data analytics providers, operating systems and platforms, and social networks
    Commercial information, such as recent purchases or subscriptions Service providers, consultants, current or potential business partners or purchasers, data analytics providers, operating systems and platforms, and social networks
    Internet or other electronic network activity information, such as browsing history, search history, and information related to an individual’s interaction with an internet website, application, or advertisement Service providers, consultants, current or potential business partners or purchasers, data analytics providers, operating systems and platforms, and social networks
    Professional or employment-related information Service providers, consultants, current or potential business partners or purchasers, government agencies, data analytics providers, operating systems and platforms, and social networks
    Inferences, such as information used to create a profile about an individual’s preferences Service providers, consultants, current or potential business partners or purchasers, data analytics providers, operating systems and platforms, and social networks

    Beezy does not sell your personal information.

    Subject to certain limitations, you have the right to (1) request to know more about the categories and specific pieces of personal information we collect, use, and disclose (2) request deletion of your personal information, (3) opt out of any “sales” of your personal information that may be occurring, and (4) not be discriminated against for exercising these rights. You may make these requests by emailing us at legal@beezy.net or using any of the methods listed within the Contact Us section below. We will verify your request by asking you to provide information related to your recent interactions with us, such as the date of your last call with or email to us. We will not discriminate against you if you exercise your rights under the CCPA.

    If we receive your request from an authorized agent, such agent must provide Beezy with appropriate documentation with its registration with the California Secretary of State. If you are an authorized agent seeking to make a request, please contact us using any of the methods listed within the Contact Us section below.

     

    ADDITIONAL DISCLOSURES FOR INDIVIDUALS IN EUROPE

    If you are located in the European Economic Area (EEA), the United Kingdom, or Switzerland, you have certain rights and protections under the law regarding the processing of your personal data, and this section applies to you.

    Legal Basis for Processing

    When we process your personal data, we will do so in reliance on the following lawful bases:

    ● To perform our responsibilities under our contract with you (e.g., providing Services you requested).
    ● When we have a legitimate interest in processing your personal data to operate our business or protect our interests (e.g., to provide, maintain, and improve our Services, conduct data analytics, and communicate with you).
    ● To comply with our legal obligations (e.g., to maintain a record of those who have opted out of marketing communications).
    ● When we have your consent to do so (e.g., when you opt in to receive marketing communications from us). When consent is the legal basis for our processing your personal data, you may withdraw such consent at any time.

    Data Retention

    We store personal data associated with your account for as long as your account remains active. If you stop using our Services, we will delete your account data in accordance with our retention practices. We store other personal data for as long as necessary to carry out the purposes for which we originally collected it and for other legitimate business purposes, including to meet our legal, regulatory, or other compliance obligations.

    Data Subject Requests

    Subject to certain limitations, you have the right to request access to the personal data we hold about you and to receive your data in a portable format, the right to ask that your personal data be corrected or erased, and the right to object to, or request that we restrict, certain processing. If you would like to exercise any of these rights, please email us at legal@beezy.net or contact us using any of the methods listed within the Contact Us section below.

    Questions or Complaints

    If you have a concern about our processing of personal data that we are not able to resolve, you have the right to lodge a complaint with the Data Protection Authority where you reside. Contact details for your Data Protection Authority can be found using the links below:

    For individuals in the EEA: https://edpb.europa.eu/about-edpb/board/members_en
    For individuals in the UK: https://ico.org.uk/global/contact-us/
    For individuals in Switzerland: https://www.edoeb.admin.ch/edoeb/en/home/the-fdpic/contact.html

     

    CONTACT US

    If you have any questions about this Privacy Policy, please contact us at:
    https://www.beezy.net/contact/

    North America: +1 (720) 346 3964
    Australia: +61 413 789 405
    France: +33 7 49 20 50 12
    Singapore: +65 6223 7221
    United Kingdom: +44 7484 612 120 or +44 2032 874 841
    Other: +34 686 75 75 40