July 22, 2024
These Terms of Service (the “Terms”) are made by and between the customer identified in the Quotation (“Customer”; “you”) and BEEM Technologies Inc., with a registered address at 539 Bonsecours, Montreal (Québec), H2Y 3C6 (“BEEM”, “we”, “us”).
These Terms define the legal relationship between you and us in connection with the Services. If you have any questions related thereto, you can reach us at team@beemdata.com or call us directly at 1-844-266-2336.
(a) Performance of the Services
Subject to your payment of the applicable Fees and compliance with these Terms, we will provide the Services to you during the Subscription Term, the whole substantially in accordance with these Terms.
(b) Quotations
The Quotation will detail the type of subscription plan to the Services and to the Platform that you select. Depending on your subscription, you will have access to different Platform features, such as the number of workspaces available to you and your End Users and the number of DPUs available to you each month. In the case of any conflict between these Terms and a Quotation, the Quotation shall take precedence.
(c) Modifications
We reserve our rights to make changes to the Services. In case of a material change, we will notify you via the Notification Email Address. Modifications to the Services shall not materially and adversely affect the performance of the Services in accordance with these Terms.
We may need to modify these Terms to adapt to new technologies, functionalities, regulatory requirements or otherwise, based on our legitimate business needs. If we need to amend these Terms, we will advise you through the Notification Email Address. If you continue to use the Services after such notice, we will consider that you accept the amendments to these Terms. You may object to any modification to these Terms by reaching out to us at team@beemdata.com and if you cannot agree to a mutually acceptable modification, you may exercise your right to terminate these Terms, pursuant to Section 18.
(d) Upgrades; New Features
We may, from time to time, develop new modules, versions, functionalities or features to the Services (each an “Upgrade”). Upgrades are generally included with your subscription to the Services, except if we indicate otherwise (the “Excluded Upgrade”). Excluded Upgrades will be available to add to your subscription to the Services, subject to additional Fees, but shall not include security patches and updates that are required for the Services to function substantially as described in these Terms. .
(e) Account; Account Credentials
End Users must have the appropriate Account to access and use the Services. End Users are responsible for maintaining the confidentiality of their credentials, and BEEM shall not be responsible if an Account is compromised. If an End User’s credentials have been compromised, (i) the End User must change his or her password as soon as possible; and (ii) you must contact us to advise us that the credentials have been compromised so that we can conduct reasonable inquiries and take any actions we may believe necessary to protect the Services, at our sole discretion. You agree to collaborate with us in connection with such inquiries.
You represent and warrant that you will use the Services only for lawful purposes and in accordance with these Terms and our Acceptable Use Policy https://www.beemdata.com/legal-en/acceptable-use-policy, which is incorporated herein by reference. You agree that you will deploy commercially reasonable efforts to cause your End Users to use the Services in accordance with these rules. You shall remain entirely liable for all acts and omissions by your End Users, and any act or omission by any End User that constitutes a breach of these Terms will be deemed a breach of these Terms by you.
You hereby represent and warrant that, unless expressly authorized in writing by us, you and your End Users will not use the Services in any manner:
(i) that is prohibited by Law or our policies made available to you, including these Terms;
(ii) that will disrupt third parties’ use or enjoyment of the Services, including if this use results in automated, constant and repeated requests for data, other than as permitted under these Terms, and that has a negative effect on our systems or network, including abnormal usage that overloads servers or causes portions of our network to be blocked (e.g. denial-of-services and distributed-denial-of-services attacks);
(iii) that uses the Services to create, transmit, distribute or store material that violates Intellectual Property, privacy, publicity or other personal rights of individuals, export control laws or regulations, or that can otherwise be threatening, abusive, hateful or constitutes or encourages conduct that would be considered a fraud, a criminal offence or that would be likely to give rise to civil liability;
(iv) that results in (A) the sharing of credentials, identifiers and passwords among End Users or among End Users and third parties; and (B) the distribution, disclosure or use of any of the Services in any format to or by unauthorized third parties (i.e. other than End Users), including through any time-sharing service, service bureau, network or by any other means;
(v) that involves using any robot, spider, scraper, deep link or other similar automated data gathering or extraction tools, programs, algorithms, or methodologies to access, acquire, copy or monitor the Services or any portion of the Services;
(vi) that involves decompiling, disassembling, or otherwise reverse engineering or attempting to reconstruct or discover any source code or ideas or algorithms of the Platform or any part of the Services, by any means whatsoever;
(vii) that involves penetrating our security, including, without limitation:
(A) by posting or transmitting any file which contains viruses, worms, Trojan horses or any other contaminating or destructive features;
(B) by interfering with the proper functioning of the Services;
(C) by attempting to hack any security requirements or processes in the use of the Services;
(D) by attempting to access any part of the Services (or any of their related systems, networks, servers or other equipment) which you are not authorized to access;
(E) by attempting to disrupt in any manner the operation of the Services, its servers or networks;
(F) by disobeying any requirements, procedures, policies or regulations of your network connected to the Services;
(G) by manipulating identifiers to disguise the origin of any content transmitted or uploaded on to the Services, or the source of any content;
(H) by modifying or altering the Services in any unauthorized manner.
((i) to (vii) above shall be known, collectively, as the “Abuses”).
You hereby agree and acknowledge that an indirect or attempted violation of this Section 3 shall be considered an Abuse. If we discover that you (or your End Users) are about to commit any Abuse (including by facilitating an Abuse), we may suspend part or all of the Services pre-emptively with or without prior notice. If no prior notice was given, we will send you a written notice as soon as practicable and will conduct an inquiry to reasonably determine if the suspension of Services should be maintained.
Subject to the other provisions of these Terms, during the Subscription Term, we undertake to provide an Availability of 99.5% (the “Service Level”). The Service Level shall only apply to the components of the Services that are within our immediate control, including but not limited to the Platform. For the sake of clarity, the Service Level encompasses BEEM’s management of the Third-Party Cloud Account but does not encompass the Availability of the Third-Party Cloud Account itself.
The Service Level does not apply in the following circumstances: (i) Customer’s fault, acts or omissions or a breach of these Terms (including an Abuse); (ii) events that are not within the reasonable control of BEEM, such as a Force Majeure Event; (iii) Customer’s third-party service providers (including Internet service providers’ downtime) (“Customer Service Providers”), including, but not limited to, Customer Service Providers set up by BEEM but where control is transferred to Customer, such as where control of the Third-Party Cloud Account has been transferred to Customer in accordance with these Terms; (iv) Customer’s IT infrastructure and internal configurations (together, the “Exempted Downtime”). We reserve our right to suspend the Services if you or an End User breach these Terms. We may, at our sole discretion and at any time, suspend the provision of the Services if necessary to comply with any applicable Law. Any such suspension shall be considered Exempted Downtime.
The Service Level excludes downtime that is caused by maintenance (“Scheduled Downtime”). We reserve up to eight (8) hours per month for Scheduled Downtime. Before proceeding with a Scheduled Downtime, BEEM will advise Customer at least forty-eight (48) hours in advance. Notwithstanding the foregoing, BEEM may not be able to provide advance notices in the case of emergency maintenance. Such emergency maintenance shall be included in the definition of Scheduled Downtime.
Only repetitive and significant breaches of the Service Level will be considered grounds for termination with cause pursuant to these Terms.
We provide technical support for the Platform through a live chat available on our public website and on the Platform. You can also e-mail us at team@beemdata.com. Support requests that require follow-ups and maintenance work are classified per priority depending on their impact on the Services. We do not provide technical support for past versions of the Services. We respond to support requests made during office hours (9AM to 5PM ET), excluding statutory holidays in force in Quebec, Canada. We will inform you if your request for support falls outside the scope of your subscription to the Services and will require you to pay for our Advanced Data Services.
(a) Fees; Payments; Reimbursements and Invoices
Fees: Customer agrees to pay BEEM the fees described in the Quotation, the whole in accordance with this Section 6, and the additional payment terms set forth in the Quotation (the “Fees”).
Acceptable Payment Methods: Automatic payment via credit card or direct debit. BEEM shall have no obligation to make specific payment methods available, and some payment methods may not be available to you. We may change our billing options at any time by advising you through the Notification Email Address at least 30 days in advance.
Automatic Payments: Customer hereby authorizes BEEM to automatically charge Customer's credit card and/or financial institution for the Fees set out in the Quotation in accordance with the payment terms set out in these Terms and the applicable Quotation. You hereby authorize us to debit the Fees from your bank account or credit card, as the case may be. Payment processing for credit cards is handled by our third-party processor, Stripe and payment processing for direct debit is handled by our third-party processor, GoCardless (collectively, the “Payment Processors”). BEEM and / or its Representatives shall in no way be held responsible for any losses or damages, direct or indirect, pecuniary or otherwise, resulting from any error or failure on the part of the Payment Processors.
The first invoice shall be sent upon acceptance of the Quotation. All recurring invoices shall be sent to Customer on the first of each month, whereupon we shall automatically charge the invoiced amount to Customer’s chosen payment method (credit card or direct debit). Through its authorization of automatic payments, Customer agrees to pay the Fees upon receipt of any invoice.
You represent and warrant that you provided us with accurate and truthful financial information as required for us to debit your bank account or charge your credit card for the applicable Fees. You further represent and warrant that you will inform us without undue delay of any changes to the financial information that you provide to us. You shall be responsible for any fees resulting from your failure to inform us of such changes, or for the fees incurred by BEEM if your payment is declined.
Delinquency Charges: Any unpaid portion of the Fees past the due date are subject to interest of 2% monthly (approximately 26.82% annually). Customer shall be liable for all reasonable costs (including attorney’s fees) that BEEM may incur to recover unpaid Fees. The foregoing shall not apply if a portion of the Fees is disputed in good faith. Fees are non-reimbursable, and we have no obligation to refund any Fees already paid by you to us for any reason whatsoever. In the event these Terms are terminated, you may have certain obligations to continue to pay Fees, notwithstanding such termination, as further set forth in Section 18 below.
Excess DPU: If you exceed the number of DPUs associated with your subscription, your next invoice will reflect the additional Fees that you incurred for any excess DPU, at the applicable DPU rate. (The applicable DPU rate can be found on our Pricing page).
Fee Increases: BEEM reserves the right to adjust or increase the Fees at its sole discretion. BEEM will provide you with at least [60] days’ advance written notice of any increase to your Fees. Any Fee adjustments or modifications will take effect upon any renewal of your Subscription Term following such [60]-day notice period. If you do not accept the Fee adjustments or modifications, you can terminate your subscription to the Services in accordance with Section 18.
(b) Taxes
If BEEM is required by Law or by administration thereof to collect any applicable taxes from Customer, Customer shall pay such taxes to BEEM concurrent with and in addition to payment of the Fees (and any other financial considerations payable pursuant to these Terms), unless Customer qualifies for an exemption from any such applicable taxes. In such case, Customer shall, in lieu of payment of applicable taxes to BEEM, deliver to BEEM such certificates, elections or other documents required by Law to substantiate and give effect to the exemption claimed by Customer. Where BEEM is not required by Law or the administration thereof to collect applicable taxes, Customer shall pay such taxes directly to the appropriate taxing authority and shall provide evidence of such payment to BEEM upon request.
Customer shall make all payments under these Terms without any deduction or withholding for or on account of any taxes (“Tax Deduction”), unless a Tax Deduction is required by Law. If a Tax Deduction is required by Law then (i) where such Tax Deduction relates to any tax other than an income tax imposed on BEEM’s net income, the relevant amount payable by Customer hereunder shall be increased to the amount that would, following any required Tax Deduction, result in BEEM receiving the amount that would have been received if no Tax Deduction were required; (ii) Customer shall, promptly upon becoming aware that it must make a Tax Deduction (or that there is any change in the rate or the basis of a Tax Deduction), notify BEEM accordingly; and (iii) Customer shall timely remit the amount of such Tax Deduction to the appropriate taxing authorities. Customer will use commercially reasonable efforts to mitigate, reduce, or eliminate any Tax Deduction (including, but not limited to, by taking advantage of any reduced rate of tax provided for by any applicable international agreement for the avoidance of double taxation then in force).
We shall remain the sole and exclusive owner of all rights, title, and interest, including all Intellectual Property rights, in and to the Platform, the Services, the Documentation and our Confidential Information. Notwithstanding anything to the contrary, BEEM shall also be the sole owner of any suggestions, enhancement requests, recommendations or other feedback provided by Customer (or its End Users) to BEEM in connection with the Services (collectively, “Feedback”). Customer hereby irrevocably (i) assigns all rights, title and interest in and to the Feedback to BEEM; and (ii) waives in favour of BEEM, its successors and assigns any and all moral rights that Customer has or may have in the Feedback in each jurisdiction throughout the world, to the fullest extent that such rights may be waived in each respective jurisdiction. At our reasonable request and expense, you will complete and execute all necessary documents and take such other actions as we may reasonably require in order to protect our interest in the Feedback. Customer shall remain the sole and exclusive owner of all rights, title, and interest in its own Intellectual Property (including the Customer Data) and all Intellectual Property rights in and to the Deliverables.
(a) Exclusions
Confidential Information shall not include information which the Receiving Party can demonstrate: (i) is readily available to the public in the same form through no fault of the Receiving Party; (ii) did not originate from the Disclosing Party and was lawfully obtained by the Receiving Party in the same form from an independent third party without any restrictions on disclosure; or (iii) did not originate from the Disclosing Party and was in the possession of the Receiving Party in the same form prior to disclosure to the Receiving Party by the Disclosing Party.
(b) Obligations
The Receiving Party shall only use the Confidential Information of the Disclosing Party for the purposes set forth in these Terms and shall protect such Confidential Information with at least the same degree of care and confidentiality, but no less than a reasonable standard of care and confidentiality that the Receiving Party uses for its own Confidential Information.
The Receiving Party shall take all reasonable steps necessary to ensure that the Confidential Information of the Disclosing Party is not made available or disclosed by it or by any of its Representatives to any third person except (i) as required by applicable Law, including a valid court order; (ii) with the prior written consent of the Disclosing Party; (iii) as authorized or reasonably inferred from these Terms; or (iv) if the disclosure is made to the Receiving Party’s legal counsel, an auditor or any other essential business advisor. The Receiving Party shall ensure that such third parties are subject to an adequate confidentiality undertaking.
(c) Obligations upon Termination
Upon the termination of these Terms for any reason, the Receiving Party shall promptly either return all Confidential Information in its possession to the Disclosing Party or destroy such Confidential Information, at the option of the Disclosing Party. Notwithstanding the foregoing, the Receiving Party is authorized to keep copies as required to comply with applicable Law, for its corporate records or as part of any essential business continuity plans, in which case, the Receiving Party shall ensure the confidentiality and integrity of such Confidential Information as long as it is under the Receiving Party’s custody and shall securely delete such Confidential Information as soon as reasonably possible.
(a) Collection, Use and Disclosure of Personal Information
You hereby agree and acknowledge that we use, collect, retain and disclose Personal Information in accordance with our Privacy Policy and applicable laws.
Each party is responsible for complying with applicable Laws for the collection, use, protection, retention and disclosure of Personal Information. You must ensure that the Personal Information that you process through our Services is collected lawfully, including obtaining consents for its collection, use, sharing with and retention by us.
We will deploy commercially reasonable efforts to assist you to respond to individual privacy rights requests, such as the right to access or correct Personal Information, and any other privacy compliance obligations you may have in accordance with applicable Laws.
(b) Customer Data
You hold all rights, title and interest in and to all Customer Data. Notwithstanding the foregoing, you agree and acknowledge that Customer Data will be shared and stored with (i) third parties contracted by us as suppliers or service providers (“BEEM Suppliers”); and (ii) Customer Service Providers, such as those providers with whom you configure to share the Customer Data via the Platform’s third party integrations, including, without limitation, through the use of the Third-Party Cloud Account. BEEM provides no warranty with respect to BEEM Suppliers or Customer Service Providers. The terms that apply to any Customer Data shared and stored with Customer Service Providers are solely between you and the Customer Service Provider and your use of such Customer Service Provider’s services is subject to such Customer Service Provider’s policies. You authorize BEEM to grant BEEM Suppliers and Customer Service Providers access to your Customer Data and/or your Account to the extent required to provide the Services or for interoperability with the Services. BEEM has no liability whatsoever for Customer Data that is shared or stored with Customer Service Providers receiving Customer Data in connection with the Services.
(c) Information Security; Security Breach
BEEM will deploy commercially reasonable efforts to implement and maintain industry-standard technical and organizational measures to protect the confidentiality, availability and integrity of Customer Data in its direct possession. Such technical and organizational measures shall aim to protect Customer Data against unauthorized access or disclosure. These measures shall be substantially as described in the Documentation. Notwithstanding the foregoing, BEEM shall not be subject to the obligations described in this paragraph in the event Customer chooses a third-party cloud service provider for its Third-Party Cloud Account with a cloud service environment that is not supported by the Platform.
In the event of a Security Breach, we will notify you without undue delay upon becoming aware of a Security Breach through the Notification Email Address. We will provide you with adequate information as required under applicable Laws.
(d) CCPA obligations
The parties acknowledge and agree that BEEM is a service provider for the purposes of the California Consumer Privacy Act (“CCPA”) and is receiving Personal Information from you, pursuant to these Terms, for a business purpose. BEEM will not sell any such Personal Information. BEEM will not retain, use or disclose any Personal Information provided by you pursuant to the Terms, except as necessary for the specific purpose of performing the Services or otherwise as set forth in the Terms or as permitted by the CCPA. The terms “Personal Information,” “service provider,” “sale,” and “sell” are as defined in the relevant sections of the CCPA. BEEM certifies that it understands the restrictions of this paragraph.
(a) Licences to Customer Data
You grant us, for the Subscription Term, a revocable (in accordance with these Terms) limited, fully-paid, non-exclusive, royalty-free and worldwide license to use any Customer Data as may be necessary to provide the Services to you in accordance with these Terms or to exercise our rights and obligations under these Terms.
(b) Licences to Output Documents
The Services may include the provision of reports, business intelligence or similar outputs (each an “Output Document”). We hereby grant you a non-exclusive, non-sublicensable, non-transferable, perpetual, limited license to reproduce, print, download and use all such Output Documents solely in accordance with these Terms and for your and your Representatives’ legitimate business purposes.
(c) Licenses to the Services
We grant you, for the Subscription Term, a revocable (in accordance with these Terms), non-exclusive, non-sublicensable, non-transferable, right and license to access and use (and allow your End Users to access and use) the Services for your legitimate business purposes. All rights not expressly granted hereunder are reserved by BEEM. The Services are licensed, not sold.
You hereby agree that (i) we may publicly use your name and logo alongside the names and/or logos of other customers on our website or in connection with client lists, proposals, investor presentations and sales presentations; and (ii) each party will get the prior written consent of the other party before issuing any press release.
You can reach us at anytime at team@beemdata.com to withdraw your consent provided pursuant to this Section 11.
You hereby represent and warrant that (i) you do and will comply with all applicable Laws, including those relating to the collection, use and disclosure of Personal Information, and that you have all the appropriate and informed consents to use the Personal Information and to share it with us and for us to provide the Services; (ii) you will not export, re-export, distribute or otherwise transfer the Services or any technical information related thereto, directly or indirectly, to any country for which the competent authorities require an export license, other governmental approval or letter of assurance, without first obtaining such license, approval or letter, including, without limitation, any countries on Canada’s “Area Control List” or subject to Canadian economic sanctions; and (iii) you will not export, re-export, distribute or otherwise transfer the Services or any technical information related thereto for an end use that is directly or indirectly related to the research, development or production of chemical, biological, or nuclear weapons or any missile programs for such weapons, or that otherwise disrupt international peace.
You hereby agree to indemnify, defend and hold harmless BEEM (including our Representatives) from and against any and all claims, penalties, fines, costs, expenses (including reasonable attorney’s fees), actions, damages, losses or liabilities directly or indirectly arising out of, related to, in connection with or resulting from (i) your or your End Users’ breach of these Terms or applicable Laws, including but not limited your collection, use and disclosure of Personal Information in violation of applicable Laws; and (ii) your gross negligence, willful misconduct or fraud.
(a) Disclaimers
Except as provided in these Terms, (i) we do not warrant that the Platform or Services will operate uninterrupted or error free; (ii) we do not make any warranty as to the results that may be obtained from the use of the Services; (iii) BEEM is the sole authorized entity to make any representations or warranties on its behalf; (iv) the Services are provided on an “as is”, “where is” and “as available” basis; (v) to the maximum extent permitted by Law, we make no other representations, conditions, warranties or guarantees, express or implied, regarding the accuracy, quality, reliability or completeness of any outputs or information (including Output Documents) provided by or as a result of using the Services; and (vi) we expressly disclaim any and all implied warranties of merchantability, fitness for a particular purpose, title and non-infringement. Unless stated otherwise in these Terms, you hereby waive your rights to any of the foregoing warranties, representations or conditions, whether express or implied.
Customer is solely responsible for the accuracy, truthfulness and quality of Customer Data and any content or information directly or indirectly delivered through or passed through the Services by Customer (or its End Users). We exercise no control over and accept no responsibility for the accuracy, truthfulness and quality of Customer Data, including, without limitation, violations of Intellectual Property rights, applicable Law and privacy rights. We are not liable for your collection, use or disclosure of Personal Information in violation of applicable Laws.
You acknowledge and agree that any outputs (including Output Documents) produced by or obtained from the Services (or the use thereof) are for informational purposes only. We do not have any liability whatsoever for business decisions resulting from such outputs. You must ensure the outputs from the Services are accurate and consistent.
We do not operate the networks of, or have any control over the operations of, the wireless or other communications service providers through which you may access the Services. Accordingly, (A) we disclaim all responsibility and liability for or relating to your use of any such providers to access the Services; and (B) we cannot guarantee the privacy or security of wireless data transmissions.
No other oral advice, written or electronically delivered information given by us or our Representatives shall create or establish any warranty.
The Services may contain links to third party websites or content. We are not responsible for such third parties, including for Customer Service Providers and services integrated by an application programming interface (“API”). We do not conduct due diligence on Customer Service Providers integrated with your Account, and we do not assess their information security and privacy practices. You are responsible for such due diligence and for provisioning your services with them. Additionally, you will be solely responsible, and BEEM disclaims any responsibility for, any acquisition implementation, support or maintenance of Customer Service Providers (including any of their products or services) purchased by you that may interoperate with the Services.
To the maximum extent permitted by Law, neither party shall be liable to the other party or its Representatives for any loss of profits, or special, indirect, incidental, consequential or exemplary damages, in connection with the performance of the Services, or the performance of any other obligations under these Terms, even if a party is aware of the possibility of the occurrence of such damages.
Notwithstanding anything to the contrary, to the maximum extent permitted by Law, our total liability to you for any damages arising out of or in connection with these Terms, whether arising by statute, contract, tort or otherwise, will not exceed the amount of Fees paid by you pursuant to a Quotation during the 12-month period preceding the event which gave rise to such damages.
Except as it relates to the payment of Fees, neither party shall be liable for delays in or failure of performance hereunder due to causes beyond its reasonable control, including, but not limited to, acts of God or public enemy, acts of government in either its sovereign or contractual capacity, floods, earthquakes, epidemics, pandemics (including any additional consequences or situations arising from the outbreak of coronavirus COVID-19, regardless of whether these are known at the time of signature and notwithstanding anything to the contrary in these Terms) or other natural disasters, strikes or other labor disputes, acts of war, acts of civil disobedience, denial-of-service and distributed-denial-of-service, ransomware and other cyber-attacks that are not caused or facilitated by negligence (any of the foregoing, a “Force Majeure Event”). Any delay resulting from a Force Majeure Event will result in an extension of the corresponding obligation for a period equal to the time lost by reason of such cause. For instance, if the Services are unavailable for a period of 2 weeks as a result of a Force Majeure Event, then the Subscription Term shall automatically be extended by 2 weeks. The parties shall advise each other as soon as possible following their becoming aware of a Force Majeure Event.
Each party shall comply with all applicable anti-bribery and anti-corruption Laws, including, without limitation, the Corruption of Foreign Public Officials Act (Canada) and the Foreign Corrupt Practices Act of 1977 (U.S.), as amended (“Anti-Corruption Laws”). Neither party nor its Representatives is or has been the subject of any investigation or inquiry by any authorities with respect to potential or actual violations of Anti-Corruption Laws. If a party has been subject to such investigation or inquiry, it represents and warrants that it has not been found in breach of applicable Law and that no charge has been retained against this party. Notwithstanding anything to the contrary, if either party takes any action that could constitute a violation of Anti-Corruption Laws, the other party may immediately terminate these Terms. Customer acknowledges that the Services may be subject to export laws, statutes and regulations and to export laws, statutes and regulations of other countries, including, but not limited to, the U.S. Department of Commerce Export Administration Regulations and all administrative acts of the U.S. government thereunder.
(a) Termination
Your subscription to the Services may be on a fixed-term basis or on a rolling monthly basis, as further indicated in the applicable Quotation (the “Subscription Term”). The Subscription Term shall automatically renew for successive periods equal to the initial Subscription Term, unless a written notice of non-renewal (which may be by email) is delivered by one party to the other party at least 30 days prior to the expiry of the initial Subscription Term or any renewal Subscription Term.
Customer may terminate its Subscription Term (a termination for “Convenience”) at any time upon notice to BEEM, provided that (i) Customer will not be reimbursed for any Fees paid for the existing Subscription Term; and (ii) in the case of a fixed-term Subscription Term, Customer remains responsible for the payment of all Fees through the end of the fixed term. By way of example, in the case where a fixed-term Subscription Term of 12 months is terminated by Customer for Convenience after 9 months, Customer shall continue to be liable for and shall pay to BEEM all Fees owing for the remaining 3 months of the Subscription Term. Customer hereby irrevocably and expressly waives its rights under articles 2125-2129 of the Civil Code of Quebec and acknowledges that its sole rights with respect to termination of these Terms are as set forth in this Section 18.
Either party may terminate these Terms at any time if the other party is in breach of any of its material obligations hereunder and such breach is not cured within 10 days after a written notice is delivered to the party in default. If these Terms are terminated for cause by Customer, you agree to pay to BEEM all Fees due and payable in respect of the Services performed up to the date of termination. If these Terms are terminated for cause by BEEM, you agree to immediately pay BEEM all Fees due until the end of the applicable Subscription Term.
Notwithstanding anything to the contrary, these Terms shall terminate immediately upon notice by BEEM if Customer becomes the subject of a petition in bankruptcy or any other proceeding relating to insolvency, receivership, liquidation or assignment for the benefit of creditors.
All applicable Quotations will terminate concurrently with the termination of these Terms, provided that in the event of the termination of these Terms or the expiry of the Subscription Term, the provisions of Section 6 and this Section 18 which pertain to payment obligations, as well as Sections 7, 8, 9, 13, 14, 15, 18(b) and 19 will survive the termination of these Terms or any Subscription Term.
(b) Effects of Termination
If these Terms are terminated for Convenience, upon such termination, you will no longer have access to the Services as of the last day of the applicable Subscription Term and BEEM will delete your Account the Third-Party Cloud Account, and all Customer Data within 30 days of the last day of the applicable Subscription Term, further to restrictions and requirements of applicable laws and any contractual obligations. Within 30 days of the last day of the applicable Subscription Term, upon written request, BEEM can transfer Third-Party Cloud Account ownership for you to manage on an ongoing basis and, as of such date, BEEM will no longer be able to communicate with your Third-Party Cloud Account. For greater certainty, if ownership of Third-Party Cloud Account has been transferred to you, any Customer Data stored on the Third-Party Cloud Account will continue to be stored there following the termination of these Terms.
The validity, construction and performance of these Terms and the legal relationship between you and us shall be governed by and construed in accordance with the Laws of Quebec, Canada, and the federal Laws applicable therein, without giving effect to any choice or conflict of law provision or rule (whether in Quebec or in any other jurisdiction). The provisions of the United Nations Convention on the International Sale of Goods shall not apply to these Terms.
Any legal suit, action or proceeding, arising out of the Terms or any transactions hereunder shall be instituted exclusively in the courts in the judicial district of Montreal, in Quebec, Canada, and each party irrevocably submits to the exclusive jurisdiction of such courts in any such suit, action or proceeding. The foregoing choice of jurisdiction and venue shall not prevent either party from seeking injunctive relief with respect to a violation of Intellectual Property rights, confidentiality obligations or enforcement or recognition of any award or order in any appropriate jurisdiction.
The waiver of a breach of any provision of these Terms will not operate or be interpreted as a waiver of any other or subsequent breach. If any provision of these Terms is in violation of any Law, or is found to be illegal for any reason, said provision shall be self-deleting without affecting the validity of the remaining provisions. These Terms (as well as the Advanced Data Services T&Cs, the Acceptable Use Policy and all applicable Quotations, which form an integral part hereof) describe the entire understanding of the parties and supersedes all oral and written agreements or understandings between the parties related to its subject matter, including with respect to the Platform and the Services.
We may assign these Terms, in whole or in part, at any time in the context of a bona fide corporate reorganization, a sale of our assets, a merger, acquisition or in the context of any bankruptcy filings. You may not assign these Terms, or any part hereof, to any other person without our prior written approval, which shall not be unreasonably withheld. Any attempt by you to assign these Terms without our consent is void. You may not transfer to anyone else, either temporarily or permanently, any rights to use the Services or any part of the Services.
The parties have required that these Terms and all documents relating thereto be drawn up in English. Les parties ont exigé que cette convention ainsi que tous les documents qui s’y attachent soient rédigés en anglais.
TRUSTED BY RECOGNIZED INDUSTRY LEADERS
