1.END USER LICENSE AGREEMENT FOR BEEZY SOFTWARE | Download PDF
2.TERMS AND CONDITIONS OF SERVICES Beezy INC | Download PDF
3.BEEZY MAINTENANCE & SUPPORT SERVICE FOR OFFICE 365 | Download PDF
4.Beezy Software Prerequisites | Download PDF


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.


TERMS AND CONDITIONS OF SERVICES Beezy INC

These terms and conditions of Services shall apply to all offers, legal relationships and agreements under which Beezy provides services.

1.Definitions

Agreement: the agreement with respect to the Services between Beezy and Customer, including these Terms and Conditions and all other annexes or exhibits;

Beezy: Beezy Inc., with corporate domicile in the US, at Plug and Play Tech Center, 440 N. Wolfe Rd. – Sunnyvale, CA 94085;

Errors: a failure to meet the functional specifications expressly agreed upon in the Agreement.

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;

Services: any and all services specified in the Agreement, including but not limited to development, installation, migration, consulting or maintenance and support services;

Software: the software of Beezy specified in the Agreement and provided to Customer pursuant to another agreement between Beezy and the Customer;

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

2.Performance of the Services

2.1 Subject to the terms and conditions of the Agreement and in consideration of the payment of all applicable fees, Beezy will, to the best of its ability, do its utmost to perform the Services with due care and in accordance with the Agreement. The Services shall be performed on the basis of a best efforts obligation, unless and insofar as Beezy has expressly promised a result in the written Agreement and the result concerned has also been described with sufficient definiteness. Any agreements concerning a service level must always be expressly agreed in writing.

2.2 If the Services are provided in stages, Beezy shall be entitled to postpone the start of the Services which are part of a stage until Customer has approved the results of the preceding stage in writing.

2.3 In the event that employees of Beezy perform work on the premises of Customer, Customer shall provide appropriate working conditions, access to all necessary facilities including but not limited to computer and telecommunication facilities and qualified personnel as may be reasonably requested by Beezy. All facilities shall comply with all applicable statutory and other requirements and provisions concerning working conditions. Customer shall notify the employees deployed by Beezy of any applicable company rules or security rules prior to the commencement of the activities. Customer shall indemnify Beezy against claims by third parties, including the Beezy’s employees, who, in executing the Agreement, suffer injury which is the result of acts or omissions by Customer or of unsafe situations in its organization.

2.4 All delivery and other terms stated in the Agreement only serve as guidelines. Beezy will use its best effort to observe the agreed delivery and other periods, however these (delivery) periods are never fatal, unless explicitly stated otherwise. Unless explicitly otherwise agreed upon in Agreement, the amount of Services and hours stated in the Agreement serve only as an estimation of the total amount of time needed for the project. Beezy will always charge the Customer for the actual Services provided and agreed upon in writing by each party.

2.5 Beezy is entitled to sub-contract any part of its obligations with respect to the Services to a third party, for example a local partner, with the prior written notice of Customer and subject to acceptance of a non-disclosure agreement with Beezy.

Article 3. Additional work and modification of the Services

3.1 In performing the Services, Beezy shall only be obliged to follow timely, reasonable and sensible instructions of Customer if this has been expressly agreed in writing. Beezy shall not be required to follow instructions which change or supplement the substance or scope of the agreed Services. If such instructions are being followed, however, the work in question shall be compensated pursuant to article

3.2 If, at the request of or with prior consent from Customer, Beezy has performed work or rendered other performance which goes beyond the substance or scope of the Services, the Customer shall pay for that work or performance according to the Beezy’s usual rates. Expanding or modifying a system analysis, a design or specifications shall also constitute additional work. Beezy shall never be obliged to satisfy such a request, and it may require that a separate purchase order has to be concluded. Upon request, Beezy shall inform Customer in writing in advance about the financial consequences of the extra work or performance.

3.3 Customer accepts that work or performance as referred to in article 3.2 may affect the agreed or expected time of completion of the Services and the mutual responsibilities of Beezy and Customer. The fact that additional work (or the demand for it) arises during execution of the Agreement shall never be a ground for Customer to rescind or terminate the Agreement.

4.Personnel

4.1 Beezy guarantees that all personnel engaged by it in the performance of the Services shall have the required level of skill and expertise to accomplish the deliverables as specified. Beezy may constitute or modify the team that carries out the Services in accordance with its own insights. Customer may not stipulate particular Beezy staffmembers

4.2 Beezy has the right to use third parties in the execution of the Agreement without prior consent of Customer. All personnel of third parties used in connection with the Agreement, will be considered personnel of Beezy in the context of the Agreement. Beezy will impose the terms of the Agreement to these third parties and will see to it that they will fulfill the obligation inserted herein.

5.Maintenance and Support

5.1 The maintenance and support services consist of the repair of Errors or taking such measures, including but not limited to the replacement of Software or installing temporarily solutions such as a work-around, bypass or problem preventing restrictions, that the Customer continue to use the functionality of the Software. Beezy does not guarantee that the Software will work without Errors or that Errors will be improved. Beezy will support only the current and previous release of the Software starting with the version agreed upon in writing.

5.2 After the receipt of a written notice of an Error, Beezy shall use its best effort to correct the Error or make corrections in any later Maintenance Release. Beezy will make the results available to Customer in a manner, place and at a time to be determined by Beezy. Beezy’s obligations with respect to the correction of Errors, are conditional upon the Error being reproducible. Customer therefore uses its best endeavours to provide a full description of the Error and any other such information or document which facilitates Beezy in reproducing the occurred error and solving the Software Problem. The Customer shall use best endeavours to analyse the cause of the Error.

5.3 Beezy maintenance and support obligations under the Agreement shall cease if the non-operation of the Software has been caused by any factor outside the control of Beezy, including but not limited to (i) any problems caused by reparation, modification, configuration, reinstallation or relocation of the Software not authorized and/or performed by Beezy; (ii) any problem with the functioning or the use of the external system or software or the hardware configuration, including without limitation the operating system and/or hardware upgrades; (iii) the operation or use of the Software in a way that is not accordance with the latest release of the relevant documentation; (iv) support related to third party software or hardware not supplied by Beezy; or (v) abuse, misuse or mishandling of the Software.

5.4 Change requests do not fall under the scope of the maintenance and support services.

5.5 If agreed upon in the Agreement, Customer will receive at no additional cost one copy of each Maintenance Release or Upgrade issued by Beezy during the term of the maintenance and support part of the Agreement. The Maintenance Release and Upgrade shall be delivered to Customer on the media and in the format to be decided by Beezy. Customer agrees to incorporate said Maintenance Release or Upgrade only into the installed Software provided it first passes Customer’s acceptance tests. The Maintenance Releases and Upgrade shall be considered part of the Software and, accordingly, covered by the scope of the EULA.

Maintenance Releases and Upgrade package will be installed into the Customer environment in accordance with the established software upgrade process. Beezy will provide documentation and will make reasonable efforts to resolve issues related to the incorporation of a new Maintenance Release or Upgrade into the customers development and/or production Site Collections.

5.6 At all times, Customer is personally responsible for making and keeping back-ups of the configuration and the data. Reconfiguration existing sets of data or defining new sets of data is not part of the maintenance and support service, unless explicitly agreed upon in writing

5.8 Should the Software or Product not be operable due to reasons outside the control of Beezy, Customer shall be liable to pay Beezy in accordance with then valid hourly rates. Beezy shall, however, be under no obligation to provide services when the Software is not operable due to reasons outside its control. Beezy will use its reasonable efforts to resolve non-operation issues only if and insofar as the Beezy software is involved, and the Customer pays any applicable service fees.

6.Cooperation of Customer

6.1 On request of Beezy, Customer shall furnish Beezy with all data, information, hardware, facilities, and materials that are reasonably necessary to execute the Agreement properly, provide access to the relevant software, system or other accounts and provide all other reasonable full cooperation. If Customer utilizes its own employees in cooperating in the execution of the Agreement, these employees shall possess the necessary knowhow, experience, training and abilities.

6.2 If Customer does not provide Beezy with the requested data, equipment, software, materials or other cooperation necessary to execute the Agreement, or does not provide this in a timely manner or in accordance with the agreements made, or if Customer otherwise does not fulfil its obligations under the Agreement, Beezy shall be entitled to suspend execution of the Agreement in whole or in part, and it shall be entitled to charge the ensuing expenses in accordance with its usual rates, all of this without prejudice to Beezy’s right to exercise any other legal right.

6.3 If and in so far Customer provide Beezy with personal data, it guarantees that with regard to such personal data, all applicable regulations for the protection of privacy have been observed and that Beezy is entitled to process such personal data. Customer indemnifies Beezy against any third parties’ claims in this respect. Beezy will ensure that it on its own side will also strictly observe all applicable privacy regulations.

6.4 In the event that employees of Beezy perform work on the premises of Customer, Customer shall provide appropriate working conditions, access to all necessary facilities including but not limited to computer and telecommunication facilities and qualified personnel as may be reasonably requested by Beezy. All facilities shall comply with all applicable statutory and other requirements and provisions concerning working conditions. The Customer shall indemnify Beezy against claims by third parties, including the Beezy’s employees, who, in executing the Agreement, suffer injury which is the result of acts or omissions by the Customer or of unsafe situations in its organization.

7.Orders, fees and payment

7.1 All fees are exclusive taxes (VAT) and other levies imposed by the government. The fees are exclusive travel or living expenses or other external costs made by Beezy in the course of carrying out the Services. These expenses and costs shall be charged separately.

7.2 Beezy is entitled to request Customer to make an advance payment. This advance payment will be set off against the actual invoice(s).

7.3 Payments are due thirty (30) days after receipt of invoice. 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 debtcollector 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).

8.Intellectual property rights

8.1 All Intellectual Property Rights with regard to the Software and/or Services, including all documentation, information 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 solely by Beezy or its licensors. Customer shall only acquire the rights of use expressly granted in the Agreement and by law. Any other or more extensive right of Customer shall be excluded.

8.2 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.

9.Confidentiality and data protection

9.1 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.

9.2 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 unauthorised use of the confidential information that it has had knowledge of by any means.

9.3 In the event that a party process personal data, it 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.

10.Limitation of Liability

THE BEEZY SOFTWARE WILL PERFORM SUBSTANSIALLY AS DESCRIBED IN THE AGREEMENT HOWEVER, BEEZY GIVES NO WARRANTY OR GUARANTEE, EXPRESS OR IMPLIED, WITH RESPECT TO THE SOFTWARE AND SERVICES PROVIDED UNDER THE AGREEMENT.

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

11.Term and termination

11.1 The Agreement will be valid for the initial term agreed upon in the Agreement. Following the expiration of this initial term, the 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.

11.2 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

11.3 Upon termination of the Agreement, all Services and any license granted under the Agreement shall automatically terminate. 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.

11.3 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 8 – 10 survive the termination of the Agreement and will therefore remain in full force and effect

12.Miscellaneous

12.1 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.

12.2 Customer is not entitled to assign or otherwise transfer any rights or obligations under the Agreement, without the prior written consent of Beezy. Beezy shall be entitled to assign or otherwise transfer its rights and obligations under the Agreement without requiring the consent of Customer.

12.3 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, however, always with due consideration to the interests of the Customer.

12.4 The Agreement will be governed and interpreted in accordance with the laws of Delaware. 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 MAINTENANCE & SUPPORT SERVICE FOR OFFICE 365

1.General

This document outlines guidelines along which Beezy will provide to Client the maintenance and support services with regard to the Beezy Software, licensed to Client pursuant to the Agreement.

2.Definitions

The following defined terms used in this Agreement, shall have the following meaning:

1.1. Designated Client Personnel: A maximum of six (6) designated employees of Client that shall serve as contact persons with the Designated Beezy Personnel for the performance of this Agreement.

1.2. Designated Beezy Personnel: the employees of Beezy (or of its sub-contractor) that shall serve as contact persons for Client.

1.3. Documentation: the documentation describing the functional specifications of the Beezy Software as provided by Beezy on its website and/or inserted as Schedule in the Agreement.

1.4. Maintenance Release: A periodic release of the Beezy Software or subset of the Beezy Software by Beezy at its sole discretion, which incorporates problem resolutions. A Maintenance Release will usually not contain functional enhancements.

1.5. Business Hours: the business hours agreed upon in the Agreement;

1.6. Problem Category: The classification of Beezy Software Problems as specified in clause 4.8.

1.7. Response Time: The time within which Beezy shall make an initial response to written notification of a Beezy Software Problem.

1.8. Beezy Software Problem: A problem reported by Client whereby the Beezy Software does not conform materially in accordance with the Documentation.

1.9. Status Frequency: The frequency with which Client will be informed of the status of outstanding Beezy Software Problems.

1.10. Upgrade: A release of the Beezy Software by Beezy at its sole discretion, which may contain substantial new features or functional changes to the Beezy Software.

3.Services

3.1 Beezy will use its best effort to provide the Maintenance & Support services to Client with regard to the Beezy Software in accordance with to the terms and conditions set forth herein and within the Business Hours and in the languages stated in the Agreement. The contact details of Beezy (or its sub-contractors) for the support services are inserted in the Agreement.

3.2 Change requests do not fall under the scope of the Maintenance & Support services.

3.3 Beezy may sub-contract any part of its obligations with respect to the Maintenance & Support services to a third party, for example a local partner, with the prior written consent of Client.

4.Support services

Points of contact

4.1. Support services shall only be provided to the Designated Client Personnel. The Designated Client Personnel will send reports of the Beezy Software Problems to Designated Beezy Personnel by either e-mail or fax. Reports of critical problems will be send by both e-mail and telephone.

4.2. Designated Beezy Personnel may be changed by Beezy or Client at any time by notifying in writing or by e-mail in advance of any such change.

Supported versions

4.3. Beezy will support only the current and previous release of the Beezy Software starting with the version agreed upon in writing.

Hours and level of support

4.4. Beezy shall provide an initial response inside Business Hours to the emailed notification from Client of a Beezy Software Problem, according to the schedule in clause 4.8. For the avoidance of doubt, the Response Time does not mean the time within which Beezy solves or fixes the Beezy Software Problem. Beezy makes no warranty that the Beezy Software Problems can or will be solved or fixed within a certain time frame.

4.5. Beezy shall fully investigate each reported Beezy Software Problem by analysis of diagnostic information provided by Client and by any other appropriate techniques.

4.6. Beezy will use its best effort to assist Client to provide a mutually agreed workaround, where possible, which can be used while the Beezy Software Problem is being fully resolved.

4.7. Beezy agrees to report to Client with respect to the status of outstanding Beezy Software Problems at intervals specified by the Status Frequency corresponding to the Problem Category as defined in clause 4.8.

Response times and Status Frequency

4.8. The following schedule applies to response times and status frequency:

Problem CategoryEffect on Beezy SoftwareResponse TimeStatus Frequency
Critical*Unusable2 Hours3 Hours
Major*Impaired4 Hours1 Day
Minor*Inconvenienced3 Days7 Days
Cosmetic*Negligible7 DaysN/A

*Critical Problem shall mean a Beezy Software Problem, which crashes the Client’s system or renders the Beezy Software unusable and therefore makes it impossible for the Client to use the Beezy Software.

* Major Problem shall mean a Beezy Software Problem which causes the failure of one or more features of the Beezy Software, but which can be avoided through the use of alternative methods by the Client.

* Minor Problem shall mean a Beezy Software Problem, which causes only inconvenience to the Client including but not limited to misspelled error messages and documentation errors.

* Cosmetic Problem shall mean a Beezy Software Problem, which has negligible effect on the functioning of the Beezy Software.

4.9. Beezy shall make reasonable efforts to resolve Cosmetic Beezy Software Problems in the next Maintenance Release or Upgrade.

5.Conditions of Support

5.1 Beezy’s obligations are conditional upon Client using reasonable endeavors to provide a full description of the Beezy Software Problem and any other such information or document which facilitates Beezy in reproducing the occurred error and solving the Beezy Software Problem. Client shall use reasonable endeavors to analyze the cause of the Beezy Software Problem.

5.2 Beezy’s obligations are conditional upon the Beezy Software Problem being reproducible. Client shall use reasonable endeavors to reproduce the Beezy Software Problem in Client’s own environment. Client shall provide diagnostic information where appropriate and on Beezy’s request.

6.Excluded Support

6.1 Beezy’s obligations related to the Support Services shall cease in case the Beezy Software Problem or non-operation of the Beezy Software has been caused by any factor outside the control of Beezy, including but not limited to:

Beezy 4 Maintenance & Support Service for Office 365

a) Any problem caused by installation, reparation, modification, alteration, reinstallation or relocation of the Beezy Software, any of its parts and/or components or any of the elements of Office 365 on which the Beezy Software is added, if not authorized and/or performed by Beezy or its sub-contractor;

b) any problem with the functioning or the use of the external system or the hardware configuration, including without limitation the operating system of the software platform and/or hardware upgrades;

c) any problem related with the unsuitability of the hardware used by Client;

d) any problem caused by the poor functioning of any other software.

e) the operation or use of the Beezy Software in a way that is not compatible with the latest release of the documentation provided by Beezy to the Client related to the Beezy Software;

f) Support related to third party’s software or hardware not supplied by Beezy;

g) Any malfunction of the Beezy Software caused by configuration or other alteration or adaptation of the Beezy Software not performed by Beezy unless made with Beezy’s prior written consent;

h) Any problem or malfunction that could have been ascertained when the agreed acceptance test was conducted.

i) Abuse, improper use, misuse or mishandling of the Beezy Software.

6.2 Should the Beezy Software not be operable due to reasons outside the control of Beezy, Client shall be liable to pay Beezy in accordance with then valid hourly rates. Beezy shall, however, be under no obligation to provide services when the Beezy Software is not operable due to reasons outside their control. Beezy will use its reasonable efforts to resolve non-operation issues only if and insofar as the Beezy software is involved, and Client pays any applicable service fees.

7.Client obligations

7.1 Client will carry out a formal acceptance test with respect to the implementation of the Beezy Software and all Maintenance Releases and Upgrades. If Client refuses to carry out an acceptance test Client is solely responsible for the risks of (Critical) Beezy Software Problems showing up during deployment. Client has to provide written confirmation and/or proof to Beezy of a formal acceptance test being successfully carried out by the Client before (mass) deployment of the Beezy Software in case a Beezy Software Problem is reported to Beezy. Acceptance tests and criteria will be agreed upon by Beezy and Client.

7.2 In order to provide the Maintenance & Support services, Client will provide Beezy on request a remote access to the Beezy Software.

7.3 Designated Client Personnel may be changed by Client at any time by notifying the Designated Beezy Personnel in writing r by e-mail in advance of any such change. However, to guarantee continuity of support such changes may not be made more than twice per calendar year. The Designated Client Personnel will be fluent in the language agreed upon and must possess the necessary know-how, experience, abilities and characteristics.

8.Maintenance

8.1 Client will receive at no additional cost one copy of each Maintenance Release or Upgrade issued by Beezy during the term of this Maintenance & Support part of the Agreement. Client agrees to incorporate said Maintenance Release or Upgrade only into the installed Beezy Software provided it first passes the Client’s acceptance tests. Beezy will provide documentation and will make reasonable efforts to resolve issues related to the incorporation of a new Maintenance Release or Upgrade.

8.2 For the avoidance of doubt, Client acknowledges and agrees that Maintenance Releases and Upgrades are limited to the Beezy Software; meaning the enterprise collaboration computer program for Office 365. In no event is Beezy obliged to provide a enterprise collaboration computer program for other releases of SharePoint. In the event that Client wishes to use Beezy’s enterprise collaboration computer program for other releases of SharePoint, it will have to enter into a separate agreement.

8.3 A master copy of each Maintenance Release and Upgrade shall be delivered to Client on the media and in the format to be decided by Beezy. If Client requests an alternate delivery method, Beezy shall accommodate this request at its discretion; if the request is accommodated, delivery charges shall be paid by Client.

8.4 The Maintenance Releases and Upgrade shall be considered part of the Beezy Software and, accordingly, covered by the scope of the Agreement.

9.Term of Maintenance & Support service.

9.1 Unless agreed otherwise in writing, Beezy will provide the Maintenance & Support service during the term of the Agreement.

9.2 Notwithstanding the forgoing, in the event that Beezy grants Client a Subscription License, Beezy will provide the Maintenance & Support service during the contract term. After the expiration of this initial term or then current term, the Beezy Subscription license, and corresponding Maintenance & Support, will automatically renew for one year, unless a party notifies the other in writing at least three (3) months prior to the expiration of the initial or then current term.