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Beezy: Terms and Conditions

Cloud Services Terms

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Last Published: October 30, 2020.

These Cloud Services Terms (these “Terms”) govern Customer’s use of the Beezy Services and are attached to, and made part of, that certain Accepted Proposal for Beezy Subscription Licenses between Beezy and Customer.

For information about how Beezy collects, uses, shares, and otherwise processes personal information, please see Beezy’s Privacy Policy.

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 Cloud Services and the price and payment terms for the Cloud Services.
(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 Cloud Services that are developed and used by Beezy in an aggregate and anonymized manner, including statistical and performance information related to the provisions and operations of the Cloud Services.
(d) “Authorized User” means Customer’s employees, consultants, contractors, and agents (i) who are authorized by Customer to access and use the Cloud Services under the rights granted to Customer pursuant to the Agreement, and (ii) for whom access to the Cloud Services has been purchased under the Agreement.
(e) “Beezy Intelligent Work Place Solution” means Beezy’s intelligent work place solution for Office 365.
(f) “Beezy Software” means the Beezy software product(s) identified in the applicable Accepted Proposal, if any, in object code form only.
(g) “Beezy Technology” means the Cloud Services, the Documentation, and any and all intellectual property provided to Customer or any Authorized User in connection with the foregoing. For the avoidance of doubt, Beezy Technology includes Aggregated Statistics and any information, data, or other content derived from Beezy’s operation of the Cloud Services including from any monitoring of access to or use of the Cloud Services. Beezy Technology does not include Customer Data.
(h) “Cloud Services” means the Beezy Intelligent Work Place Solution and, as applicable, the Beezy Software.
(i) “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 Cloud Services; provided, however, the Customer Data does not include Aggregated Statistics.
(j) “Documentation” means Beezy’s documentation relating to the Cloud Services provided by Beezy to Customer from time to time, whether electronically or in hard copy form.
(k) “Third-Party Products” means any non-Beezy products or services required to be provided by Customer to enable Customer’s use the Cloud Services.

2. Access and Use.

(a) Use of Cloud Services. 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 Cloud Services 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 Cloud Services 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 Cloud Services or Documentation, in whole or in part; (ii) rent, lease, lend, sell, license, sublicense, assign, distribute, publish, transfer, or otherwise make available the Cloud Services or Documentation; (iii) reverse engineer, disassemble, decompile, decode, adapt, or otherwise attempt to derive or gain access to any software component of the Cloud Services, in whole or in part; (iv) remove any proprietary notices from the Cloud Services or Documentation; or (v) use the Cloud Services or Documentation 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 Cloud Services 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) Documentation License. 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)) license to use the Documentation during the Term solely for Customer’s internal business purposes in connection with its use of the Cloud Services.
(d) Provision of Access. Beezy will provide Customer the passwords and network links or connections necessary for Customer to integrate the Cloud Services with its enterprise 0ffice 365 account. Unless Customer purchases from Beezy professional services for the installation and integration of the Cloud Services, Customer is solely responsible in all respects for the installation and integration of the Cloud Services and migration of Customer Data relating thereto. To the extent Customer is required to install Beezy Software to use the Beezy Intelligent Work Place Solution (i) Beezy will provide Customer with access to and instructions for the installation of such Beezy Software, 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 Software during the Term solely for Customer’s internal business purposes in connection with its use of the Beezy Intelligent Work Place Solution.
(e) 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.
(f) Suspension. Beezy may temporarily suspend Customer’s or any Authorized User’s access to any portion or all of the Cloud Services 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 Cloud Services 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 Cloud Services; or (iii) in accordance with Section 5(a)(iii) (any such suspension described in subclause (i), (ii), or (iii), a “Service Suspension”). Beezy will use commercially reasonable efforts to provide written notice of any Service Suspension to Customer. Beezy will use commercially reasonable efforts to resume providing access to the Cloud Services as soon as reasonably possible after the event giving rise to the Service 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 Service Suspension including, but not limited to, business interruption, loss of data, inability to access data, or lost profits.
(g) Aggregated Statistics. Beezy may monitor usage of the Cloud Services and collect and compile Aggregated Statistics based on Customer’s use of the Cloud Services. 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 Cloud Services and Documentation arising from access to the Cloud Services 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 Cloud Services 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 Cloud Services 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 located at 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’ access to any portion or all of the Cloud Services 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 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 (solely with respect to matters necessary for accurately determining amounts due hereunder). Beezy may, at its own expense, on reasonable prior notice, (a) no more frequently than quarterly during the Term, require Customer to run a script provided by Beezy for the purposes of confirming Customer’s compliance with the number of Authorized Users set forth in the Accepted Proposal, and (b) once in any 12-month period, inspect and audit Customer’s records solely with respect to matters covered by the Agreement, provided that if such inspections and/or audits reveal that Customer has underpaid Beezy with respect to any amounts due and payable during the Term, including by way of Customer using more than its allotment of Authorized Users set forth in the Accepted Proposal, Customer will promptly pay the amounts necessary to rectify such underpayment, together with interest in accordance with Section 5(a). Customer will pay for the costs of the audit if the audit determines that Customer’s underpayment equals or exceeds 5% for any quarter. Such inspection and auditing rights will extend throughout the Term of the Agreement and for a period of two years after the termination or expiration of the Agreement.

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 Cloud Services. 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.
(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) 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) Beezy does not make any representations or guarantees regarding uptime or availability of the Cloud Services 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) THE BEEZY TECHNOLOGY IS PROVIDED “AS IS” AND “AS AVAILABLE” AND 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 MEET CUSTOMER’S OR ANY OTHER PERSON’S REQUIREMENTS, OPERATE WITHOUT INTERRUPTION, ACHIEVE ANY INTENDED RESULT, BE COMPATIBLE OR WORK WITH ANY SOFTWARE, SYSTEM, OR OTHER CLOUD SERVICES, 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 Cloud Services, or any use of the Cloud Services 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.
(ii) If such a Third-Party Claim is made or appears possible, Beezy may, in its sole discretion, (A) modify or replace the Cloud Services, or component or part thereof, to make it non-infringing, or (B) obtain rights sufficient for Customer to continue using the Cloud Services 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.
(iii) This Section 9(a) will not apply to the extent that the Third-Party Claim arises from: (A) use of the Cloud Services in combination with data, software, hardware, equipment, or technology not provided by Beezy or authorized by Beezy in writing; (B) modifications to the Cloud Services not made by Beezy; (C) Customer Data; (D) use of the Cloud Services 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 Cloud Services in a manner not authorized by the Agreement or inconsistent with the Documentation; (iii) use of the Cloud Services in combination with data, software, hardware, equipment, or technology not provided by Beezy; or (iv) modifications to the Cloud Services not made by Beezy, provided that Customer may not settle any Third-Party Claim against Beezy unless Beezy consents to such settlement, and further provided that Beezy will have the right, at its option, to defend itself against any such Third-Party Claim or to participate in the defense thereof 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 CLOUD SERVICES INFRINGE, MISAPPROPRIATE, OR OTHERWISE VIOLATE 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 CLOUD SERVICES 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 CLOUD SERVICES, 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(c) 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) 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 Cloud Services 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 Cloud Services or any Customer Data outside the US.
(i) US Government Rights. Each of the Documentation and the software components that constitute the Cloud Services 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 Customer is an agency of the US Government or any contractor therefor, Customer only receives those rights with respect to the Cloud Services and 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.
(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: October 30, 2020

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 and Customer.

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 Cloud Services Terms and any additional terms and conditions attached thereto.
(c) “Cloud Services Terms” means those certain Cloud Services 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 Cloud Services Terms (and all corresponding defined terms) are hereby incorporated into, and made a part of, these Professional Service Terms, except that references to “Cloud Services” 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.

4. 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 standards for similar Professional Services.
(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 Cloud Services 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: October 30, 2020

This Beezy Maintenance & Support Services Addendum (this “Addendum”) is made part of the Cloud Services Terms under the Agreement between Beezy and Customer. Capitalized terms used but not defined in this Addendum have the meaning set forth in the Cloud Services Terms (the “Cloud Services 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 Cloud Services 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 Cloud Services, 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 Cloud Services, but does not include any new Versions.
(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 Software; (v) information to Customer that identifies the Error as being corrected by upgrading to a newer release of the Beezy Software; 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 Cloud Services not to operate and has a critical impact on Customer’s ability to use the Cloud Services.
(h) “Severity Level Two Incident” means an Error that results in a lack of Cloud Services functionality and materially degrades significant aspects of Customer’s ability to use the Cloud Services.
(i) “Severity Level Three Incident” means an Error that impairs the performance of the Cloud Services but does not substantially affect Customer’s ability to use the Cloud Services.
(j) “Version” means a version of the Beezy Software 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 Cloud Services 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 (a) the Version of the Cloud Services Customer was provided as of the date of the Agreement and (b) the two prior Versions.

(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 Cloud Services 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 Cloud Services Terms.

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.
(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 Cloud Services Terms or this Addendum (each, a “Customer Failure”).

4. Exceptions.

(a) Beezy Software, 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 Cloud Services other than as specified in the Cloud Services Terms and Documentation, including any incorporation in the Beezy Software of, or combination, operation or use of the Cloud Services 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 Cloud Services other than by Beezy personnel, including any Customer use of the Cloud Services 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 Software 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 Cloud Services 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 Cloud Services Terms.
(c) Use. Customer will use the Cloud Services solely in accordance with the terms and conditions set forth in the Cloud Services 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 Cloud Services operate; and/or (b) the Customer accesses or uses any of the Cloud Services.
(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 Cloud Services 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 Cloud Services, 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 Software 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: October 30, 2020

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, Cloud Services 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.

END USER LICENSE AGREEMENT FOR BEEZY SOFTWARE

This End User License Agreement (hereafter ‘EULA’) applies to the use of Beezy Software. By accepting this EULA or using the Software, you agree to all of the terms included in this EULA.

1.Definitions

Agreement: the agreement between Beezy and Customer with respect to the Software, including this EULA and all other appendices or exhibits.

Beezy: Beezy Inc., with corporate headquarters, at 548 Market Street, San Francisco, California, USA 94104-5401.

Maintenance Release: a periodic release of the Software provided by Beezy at its sole discretion, which incorporates problem resolutions, and which will usually not contain functional enhancements.

Software: the Beezy software in object code as specified in the Agreement, including the technical documentation and any Maintenance Release and/or Upgrade provided pursuant to a Maintenance and Support agreement.

Upgrade: a new version of the Software released by Beezy at its sole discretion, which may contain new features or functional changes to the Software

2.Scope of license

2.1 Subject to the terms and conditions of the Agreement and in consideration of the payment of all applicable license fees, Beezy grants Customer a limited, non-exclusive and non-transferable license to install, operate and use the Software for the number of users agreed upon in the Agreement.

2.2 Customer is not entitled to (i) decodify, decompile or disassemble the Software or apply techniques of reverse engineering or any other techniques aimed to access the source code of the Software, except were the rights to do so are mandatory by law and Beezy has refused to satisfy any conditions to such rights; (ii) modify, adapt and/or create derivative works based on the Software or any part thereof; (iii) reproduce, assign, transfer, distribute, sub-licence, lease, disclose or otherwise make the Software available to third parties; (iv) make a copy of the Software, without the prior written consent of Beezy, which consent will not be withheld in case of a back-up copy, unless Beezy decides to provide such back-up copy itself. A back-up copy may only be installed after involuntary loss of possession or damage and must have the same labels and copyright designations as are present on the original version; (v) delete or alter any trademark, trade name, logo, copyright notice, notice of reservation of rights, or limitation or exclusion of liability included in any part of the Software and/or in the documentation associated with it; or (vi) to permit the use of the Software to a greater number of users than agreed upon in writing.

2.3 Beezy shall be allowed to take technical measures to protect the Software or with a view to agreed restrictions in the duration of the right to use the Software. Customer shall not be allowed to remove or evade such technical measures.

2.4 Customer is not entitled to receive Upgrades and Maintenance Releases, unless it has entered in a written Maintenance & Support Agreement with Beezy.

2.5 Customer is entitled to change the look & feel of the Software by using the branding package provided by Beezy.

3.Payment and Delivery terms

3.1 Payments are due thirty (30) days after receipt of invoice

3.2 If Customer fails to make any payment when due, Beezy may charge Customer interest in an amount of 1% per month on the unpaid balance from the due date. In addition, Beezy shall be entitled at its own discretion to withhold further deliveries to Customer. If Customer continues to be in default in its obligation to pay the outstanding invoice with accrued interest, Beezy can place the matter in the hands of a lawyer or debt-collector agency. All costs incurred by Beezy in respect of such collection, both in law (judicial costs) as well as out of law (extra judicial costs) will be borne by Customer. The extra judicial costs will be fixed at 15% of the outstanding invoice, with a minimum of $ 250 (two hundred and fifty USD).

3.3 After the payment of all applicable fees, Beezy shall deliver the Software to Customer on the agreed type and format of data carriers. Unless otherwise agreed upon in writing, Customer itself shall install and set up the Software and, if necessary, adjust the equipment and user environment used in this connection and convert and migrate all data. Parties agreed upon an arrangement for the payment in the Proposal Document. This Proposal Document takes precedence over the EULA.

3.4 All delivery and other periods stated or agreed by Beezy have, to the best of its knowledge, been determined based on data known to Beezy when it entered into the Agreement. Beezy shall use commercially reasonable best efforts to observe agreed delivery and other periods. The mere fact that a stated or agreed delivery or other period has not been met shall not cause Beezy to be in default.

4.Limited Warranty

Beezy warrants that all unmodified Software will substantially conform to the functional specifications expressly agreed in the Agreement for a period of 6 (six) months from the delivery of the Software. Beezy’s entire liability and Customer’s exclusive remedy under this warranty shall be for Beezy to make reasonable efforts to fix errors reported in writing within the warranty period. Errors shall mean a substantial failure to meet the functional specifications expressly agreed between the parties in writing. An error shall only exist if the Customer can prove it and if it can be reproduced. The Customer shall be obliged to notify Beezy of errors immediately. In the event of failure of such remedy after reasonable efforts, Beezy shall credit the license fees paid for the Software minus a reasonable user’s fee and terminate this Agreement (without becoming liable for any damage).

4.1 Beezy warrants that the software will function in accordance with the Maintenance and Support Agreement.

5.Intellectual property rights

5.1 All Intellectual Property Rights to the Software, documentation and any other materials developed and provided by Beezy under the Agreement (such as analyses and designs), as well as preparatory materials in that regard shall be held and owned solely by Beezy or its licensors. Customer shall only acquire the rights of use expressly granted in the Agreement and by law. Beezy is entitled to grant Customer such rights of use. Any other or more extensive right of Customer shall be excluded.

5.2 Customer will not be entitled to use the trademarks, brand names, logos, trade names, designs or know-how, or any other distinctive sign of Beezy, without its prior written consent.

6.Confidentiality and data protection

6.1 Parties warrant that all of the information received by them which is known to be or should be known to be confidential in nature shall remain secret and shall not be disclosed, unless a legal obligation mandates disclosure of that information. Information with a confidential nature includes, but is not limited to, information with respect to the object and source code, other technical information, errors, defects, methods and procedures necessary for the use of the Software, commercial information and the content of the Agreement. Parties shall only use the information for the purpose for which it has been provided. Information shall in any event be considered confidential if it is designated by a Party as such. The duty of confidentiality shall not apply to information which is already in the public domain at the time of disclosure.

6.2 Parties will give notice of the commitments deriving from this article to all employees that have access to any confidential information from the other Party, demanding full compliance with the obligation inserted in this Section. Parties will notify the other Party of any unauthorized use of the confidential information that it has had knowledge of by any means.

6.3 In the event that parties’ process personal data, parties will process such data of a personal nature in a confidential manner, appropriately complying at all times with the applicable provisions concerning the protection of personal data.

7.Limitation of Liability

EXCEPT TO THE EXTENT PROHIBITED BY LAW, BEEZY AND ITS LICENSORS DISCLAIM ALL WARRANTIES (OTHER THAN AS EXPRESSLY STATED IN SECTION 4 HEREOF), EXPRESS OR IMPLIED, WITH RESPECT TO THE SOFTWARE AND SERVICES PROVIDED HEREUNDER, INCLUDING, WITHOUT LIMITATION, WARRANTIES OF MERCHANTABILITY, NON

INFRINGEMENT, TITLE OR FITNESS FOR A PARTICULAR PURPOSE.
IN NO EVENT IS BEEZY OR ITS LICENSORS LIABLE FOR ANY SPECIAL, INDIRECT OR CONSEQUENTIAL DAMAGES (INCLUDING LOST PROFITS) ARISING OUT OF OR IN CONNECTION WITH THE USE OR PERFORMANCE OF SOFTWARE OR THE SERVICES PROVIDED BY BEEZY TO CUSTOMER. NOTWITHSTANDING ANY PROVISION IN THIS AGREEMENT TO THE CONTRARY, THE ENTIRE LIABILITY OF BEEZY, ITS LICENSORS OR ITS AFFILIATES FOR ALL CLAIMS ARISING HEREUNDER SHALL BE LIMITED TO THE ACTUAL DIRECT DAGAMES OF CUSTOMER AND SHALL NOT EXCEED, IN THE AGGREGATE, USD 100,000.

8.Infringement indemnity

8.1 Beezy shall defend, hold harmless, and indemnify Customer against any and all claims, costs, judgments, settlement sums, and legal fees resulting from a court of competent jurisdiction, or any settlement sum approved by Beezy, in respect of any third-party action or claim alleging that the Software infringes the intellectual property rights of such third party, provided that Customer: (i) provides Beezy with prompt written notice of any such action or claim; (ii) permits Beezy to assume and control the defense and settlement of any such action or claim; (iii) will not prejudice the defines of the action or claim nor will it make any admission as to liability nor compromise or agree to any settlement of any such action or claim without the prior written consent of Beezy; and (iv) provides Beezy with such assistance, documents, authority and information as it may reasonably require in relation to the action or claim and defence or settlement thereof

8.2 Beezy shall have no liability to Customer for any infringement claims based on (i) any unauthorized use of the Software; (ii) any modification or alteration of the Software by anyone other than Beezy; or (iii) the use of the Software in combination with any other software or equipment not approved in writing by Beezy. Furthermore, Beezy shall have no liability for any infringement claims that could have been avoided by the use of the then-current Maintenance Release or Upgrade or if Customer had followed Beezy’s reasonable written instructions.

8.3 If it has been established in court that the Software is infringing or if, in Beezy’s judgement, it is likely that such infringement will occur, Beezy shall ensure that the Customer can continue to have an undisturbed use of the Software, or functionally equivalent other software by (i) replacing or modifying the Software or (ii) obtaining for the Customer a right to continue using the Software. If, in its exclusive judgment, Beezy cannot ensure or cannot ensure except in a manner that is unreasonably burdensome (financially or otherwise) for it that the Customer can continue to have undisturbed use of the Software, Beezy shall take back the Software, with crediting of the license fees minus a reasonable user’s fee and may terminate the Agreement

8.4 This clause states Beezy’s entire liability, and the Customer’s sole remedies, for any infringement or alleged infringement of third-party intellectual property rights in relation to the Software.

9.Audit

Beezy may, at any time upon reasonable advance notice, conduct an audit at Customer’s premises to ascertain whether Customer’s use of the Software is in compliance with the provisions of the Agreement. Customer shall assist Beezy in the conduct of such audit and shall grant Beezy access to its premises and computer equipment. Beezy will provide an audit script to retrieve the number of users. The number of users will be retrieved from the Beezy database. In the event that such audit reveals any use of the Software by Customer other than in full compliance with the Agreement, Customer shall reimburse Beezy for all reasonable costs and expenses related to such audit in addition to any other liabilities Customer may incur as a result of such non-compliance.

10.Term and termination

10.1 The Agreement will be valid for the initial term agreed upon in the Agreement. Following the expiration of this initial term, this Agreement shall be automatically renewed for consecutive one-year periods, unless either party notifies the other in writing at least three months prior to the expiration of the initial term or then-current renewal term of its intent not to renew the Agreement.

10.2 Notwithstanding the term agreed upon in the Agreement, Parties are entitled to terminate the Agreement at any time without liability to the other Party, if the other Party: (i) commits a breach of any of the terms of the Agreement (and if such breach is remediable) fails to remedy that breach within a reasonable term, of at least 15 (fifteen) days, after being notified in writing of the breach; (ii) applies for a moratorium of payments, is declared bankrupt or otherwise ceases to meet its (financial) obligations; or (iii) suspends or discontinues its business activities

10.3 Upon termination of the Agreement, any license granted under the Agreement shall automatically terminate and Beezy will cancel Customer’s access to the Software and/or Customer will terminate its use of the Software and destroy the Software any documentation associated with it, as soon as possible and under no circumstances any later than one (1) week after the termination of the Agreement. On request from Beezy, Customer will confirm in writing that it has complied with its obligations under this article.

10.4 The termination of the Agreement shall not relieve Customer of its obligations to pay all fees that have accrued or otherwise are owed by Customer under the Agreement. The stipulations in Section 5 – 8 survive the termination of this Agreement and will therefore remain in full force and effect.

11.Miscellaneous

11.1 The Agreement constitutes the full agreement between the parties with respect to the use and license of the Software and it replaces any prior agreements concerning the subject hereof. The Agreement can only be modified by means of a written agreement signed by the Parties.

11.2 Customer is entitled to assign or otherwise transfer the end-user rights defined in the Agreement to subsidiary companies of Austin Powder Holdings Company globally without the prior written consent of Beezy and subject to Audit procedures defined in the Agreement.

11.3 Beezy retains the right to disclose the identity of any Customer on its website or in any sales or funding efforts or processes of Beezy with written approval by Customer.

 

11.4 The Agreement will be governed and interpreted in accordance with Delaware legislation. Expressly waiving their own places of venue or competence, the parties agree that all disagreements, disputes, arguments or claims related to the Agreement, will be settled before the Courts and Tribunals of the city of Dover.

BEEZY.NET TERMS OF USE

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Last Updated: October 30, 2020

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, Cloud Services 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.

BEEZY PRIVACY POLICY

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Last Updated: October 30, 2020

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.

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.

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