TERMS OF SERVICE / MASTER SUBSCRIPTION AGREEMENT
THIS SUBSCRIPTION AGREEMENT
(“AGREEMENT”) GOVERNS YOUR 14-DAY OR 30-DAY FREE TRIAL OF THE SERVICES.
IF YOU PURCHASE OUR SERVICES, THIS
AGREEMENT WILL ALSO GOVERN YOUR PURCHASE AND ONGOING USE OF THOSE SERVICES.
CREDITZAR Inc. (“Bectran Apps”, “we”, “us”
or “our” and terms of similar meaning) provides this web service (in these
terms we call this service and any successor web services, and any software
provided by Bectran Apps for use with the service as described in the “User Guide”,
the “Service”) to "You"
or "Your" the company
or other legal entity for which you are accepting this Agreement and Affiliates
of that company or entity subject to these
terms and conditions of use (these “Terms”). ”). Please read these Terms
carefully before using the Service. By accessing or using the Service or by
merely browsing the Service you agree to be legally bound by these Terms and
all terms, policies and guidelines incorporated by reference in these Terms. If
you do not agree with these Terms in their entirety, you may not use the
Service.
In these Terms, our customers and
their staff members to whom they give “staff” access to their Bectran Apps
(purchased services or services provided as part of a 14-day or 30-day free
trial) the “Account” are called “Subscribers”, or “Suppliers”, and our
subscribers’ customers who use the Service (for example, to apply or buy on
trade credit Subscribers’ goods) are called “Customers”, or “Buyers”. In these
Terms users of the Service, whether they are Subscribers, Customers, or casual
browsers of the Service, are called “Users”.
This Service is not intended to be
used by children. You must be at least 18 years of age to use this Service.
Our direct competitors may not
access the Services for purposes of monitoring their availability, performance
or functionality, or for any other benchmarking or competitive purposes.
1. 14-Day or 30-DAY FREE
TRIAL
We will make the Services available to You on
a trial basis free of charge until the earlier of (a) the fourteenth or thirtieth
day after Your acceptance of this Agreement or (b) the start date of any
Purchased Services ordered by You NOTWITHSTANDING SECTION 8 (WARRANTIES AND
DISCLAIMERS), DURING THE 14-Day or 30-DAY FREE TRIAL THE SERVICES ARE PROVIDED
“AS-IS” WITHOUT ANY WARRANTY.
Please review the User Guide during the trial
period so that You become familiar with the features and functions of the
Services before You make Your purchase.
2.1. Provision of Purchased Services. We shall make the Purchased Services
available to You pursuant to this Agreement during a subscription term. You
agree that Your purchases hereunder are neither contingent on the delivery of
any future functionality or features nor dependent on any oral or written
public comments made by Us regarding future functionality or features.
2.2. User Subscriptions. Unless otherwise specified Services are
purchased as User subscriptions and may be accessed by no more than the
specified number of Users, (i) additional User subscriptions may be added
during the subscription term at the same pricing as that for the pre-existing
subscriptions, prorated for the remainder of the subscription term in effect at
the time the additional User subscriptions are added, and (ii) the added User
subscriptions shall terminate on the same date as the pre-existing
subscriptions. User subscriptions are for designated Users and cannot be shared
or used by more than one User but may be reassigned to new Users replacing
former Users who no longer require ongoing use of the Services.
3.1 Our Responsibilities. We shall: (i) provide to You basic support
for the Purchased Services at no additional charge (ii) use commercially
reasonable efforts to make the Purchased Services available 24 hours a day, 7
days a week, except for: (a) planned downtime (of which We shall give at least
8 hours notice via the Purchased Services and which We shall schedule to the
extent practicable during the weekend hours from 6:00 p.m. Central time Friday
to 3:00 a.m. Central time Monday), or (b) any unavailability caused by
circumstances beyond Our reasonable control, including without limitation, acts
of God, acts of government, flood, fire, earthquakes, civil unrest, acts of
terror, strikes or other labor problems (other than those involving Our
employees), or Internet service provider failures or delays, and (iii) provide
the Purchased Services only in accordance with applicable laws and government
regulations.
3.2. Your Responsibilities. You shall (i) be responsible for Users’
compliance with this Agreement, (ii) be solely responsible for the accuracy,
quality, integrity and legality of Your Data and of the means by which You
acquired Your Data, (iii) use commercially reasonable efforts to prevent
unauthorized access to or use of the Services, and notify Us promptly of any
such unauthorized access or use, and (iv) use the Services only in accordance
with the User Guide and applicable laws and government regulations. You shall
not (a) make the Services available to anyone other than Users, (b) sell,
resell, rent or lease the Services, (c) use the Services to store or transmit
infringing, libelous, or otherwise unlawful or tortious material, or to store
or transmit material in violation of third-party privacy rights, (d) use the
Services to store or transmit Malicious Code, (e) interfere with or disrupt the
integrity or performance of the Services or third-party data contained therein,
or (f) attempt to gain unauthorized access to the Services or their related
systems or networks.
3.3. Usage Limitations. Services may be subject to other limitations,
such as, for example, limits on disk storage space, on the number of transactions
You are permitted to make against Our application programming interface.
4.1. Acquisition of Third-Party Products and
Services Acquisition by You of third-party products or services,
including but not limited to Third-Party Applications and implementation,
customization and other consulting services, and any exchange of data between
You and any third-party provider, is solely between You and the applicable
third-party provider. We do not warrant or support third-party products or
services. No purchase of third-party products or services is required to use
the Services.
4.2. Third-Party Applications and Your Data. If You install or enable Third-Party
Applications for use with Services, You acknowledge that We may allow providers
of those Third-Party Applications to access Your Data as required for the
interoperation of such Third-Party Applications with the Services. We shall not
be responsible for any disclosure, modification or deletion of Your Data
resulting from any such access by Third-Party Application providers. The
Services shall allow You to restrict such access by restricting Users from
installing or enabling such Third-Party Applications for use with the Services.
5. FEES AND PAYMENT FOR
PURCHASED SERVICES
5.1. User Fees. You shall pay all fees specified. Except as
otherwise specified herein, (i) fees are quoted and payable in United States
dollars (ii) fees are based on services purchased and not actual usage, (iii)
payment obligations are non-cancelable and fees paid are non-refundable, and
(iv) the number of User subscriptions purchased cannot be decreased during the
relevant subscription term. User subscription fees are based on monthly periods
that begin on the subscription start date and each monthly anniversary thereof;
therefore, fees for User subscriptions added
in the middle of a monthly period will be prorated
and charged to the nearest month-end and the
monthly periods remaining in the subscription term.
5.2. Invoicing and Payment. You will provide Us with valid and updated
credit card information. If You provide credit card information to Us,
You authorize Us to charge such credit
for all Services for the initial subscription term and any renewal subscription
term(s) as set forth in Section 11.2 (Term of Purchased User
Subscriptions). You are responsible for maintaining complete and accurate
billing and contact information in the Services.
5.3. Suspension of Service and Acceleration. If any amount owing by You under this agreement for Our services is 10 or more days overdue in the
case of amounts You have authorized Us to charge to Your credit card, We may,
without limiting Our other rights and remedies, accelerate Your unpaid fee
obligations under such agreements so that all such obligations become
immediately due and payable, and suspend Our services to You until such amounts
are paid in full.
5.4. Payment Disputes. We shall not exercise Our rights under
Section 5.3 (Suspension of Service and Acceleration) if the applicable charges
are under reasonable and good-faith dispute and You are cooperating diligently
to resolve the dispute.
5.5. Taxes. Unless otherwise stated, Our fees do not include any taxes,
levies, duties or similar governmental assessments of any nature, including but
not limited to value-added, sales, use or withholding taxes, assessable by any
local, state, provincial, federal or foreign jurisdiction (collectively, "
Taxes").
6.1. Reservation of Rights. Subject to the limited rights expressly
granted hereunder, We reserve all rights, title and interest in and to the
Services, including all related intellectual property rights. No rights are
granted to You hereunder other than as expressly set forth herein.
6.2. Restrictions. You shall not (i) permit any third party to
access the Services. (ii) create derivate works based on the Services, (iii)
copy, frame or mirror any part or content of the Services, other than copying
or framing on Your own intranets or otherwise for Your own internal business
purposes, (iv) reverse engineer the Services, or (v) access the Services in
order to (a) build a competitive product or service, or (b) copy any features,
functions or graphics of the Services.
6.3. Ownership of Your Data. As between Us and You, You exclusively own
all rights, title and interest in and to all of Your Data.
6.4. Suggestions. We shall have a royalty-free, worldwide,
transferable, sublicenseable, irrevocable, perpetual license to use or
incorporate into the Services any suggestions, enhancement requests,
recommendations or other feedback provided by You, including Users, relating to
the operation of the Services.
6.5. Federal Government End Use Provisions. We provide the Services, including related
software and technology, for ultimate federal government end use solely in
accordance with the following: Government technical data and software rights
related to the Services include only those rights customarily provided to the
public as defined in this Agreement. This customary commercial license is
provided in accordance with FAR 12.211 (Technical Data) and FAR 12.212
(Software) and, for Department of Defense transactions, DFAR 252.227-7015
(Technical Data – Commercial Items) and DFAR 227.7202-3 (Rights in Commercial
Computer Software or Computer Software Documentation). If a government agency
has a need for rights not conveyed under these terms, it must negotiate with Us
to determine if there are acceptable terms for transferring such rights, and a
mutually acceptable written addendum specifically conveying such rights must be
included in any applicable contract or agreement.
7.1. Definition of Confidential Information. As used herein, " Confidential
Information" means all confidential information disclosed by a party
(" Disclosing Party") to the other party (" Receiving
Party"), whether orally or in writing, that is designated as
confidential or that reasonably should be understood to be confidential given
the nature of the information and the circumstances of disclosure. Your
Confidential Information shall include Your Data; Our Confidential Information
shall include the Services; and Confidential Information of each party shall
include the terms and conditions of this Agreement.
7.2. Protection of Your Data. Without limiting the above, We shall maintain
appropriate administrative, physical, and technical safeguards for protection
of the security, confidentiality and integrity of Your Data. We shall not (a)
modify Your Data, (b) disclose Your Data except as compelled by law in
accordance with Section 6.5, (Compelled Disclosure) or as expressly permitted
in writing by You, or (c) access Your Data except to provide the Serivces or
prevent or address service or technical problems, or at Your request in connection with customer support
matters.
7.3. Compelled Disclosure. The Receiving Party may disclose Confidential
Information of the Disclosing Party if it is compelled by law to do so,
provided the Receiving Party gives the Disclosing Party prior notice of such
compelled disclosure (to the extent legally permitted) and reasonable
assistance, at the Disclosing Party's cost, if the Disclosing Party wishes to
contest the disclosure. If the Receiving Party is compelled by law to disclose
the Disclosing Party’s Confidential Information as part of a civil proceeding
to which the Disclosing Party is a party, and the Disclosing Party is not
contesting the disclosure, the Disclosing Party will reimburse the Receiving
Party for its reasonable cost of compiling and providing secure access to such
Confidential Information.
8.1. Our Warranties. We warrant that (i) the Services shall
perform materially in accordance with the User Guide, and (ii) the
functionality of the Services will not be materially decreased during a
subscription term. For any breach of either such warranty, Your exclusive remedy shall be as provided in
Section 11.3 (Termination for Cause) and Section 11.4 (Refund or Payment upon
Termination) below.
8.2. Mutual Warranties. Each party represents and warrants that (i)
it has the legal power to enter into this Agreement, and (ii) it will not
transmit to the other party any Malicious Code (except for Malicious Code
previously transmitted to the warranting party by the other party).
8.3. Disclaimer. EXCEPT AS EXPRESSLY PROVIDED HEREIN, NEITHER
PARTY MAKES ANY WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY OR
OTHERWISE, AND EACH PARTY SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES,
INCLUDING ANY WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR
PURPOSE, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW.
9.1. Indemnification by Us. We shall defend You against any claim,
demand, suit, or proceeding (" Claim") made or brought against
You by a third party alleging that the use of the Services as permitted
hereunder infringes or misappropriates the intellectual property rights of a
third party, and shall indemnify You for any damages finally awarded against, and
for reasonable attorney’s fees incurred by, You in connection with any such
Claim; provided, that You (a) promptly give Us written notice of the Claim; (b) give Us sole control of the defense and settlement of
the Claim (provided that We may not settle any Claim unless the settlement
unconditionally releases You of all liability); and (c) provide to Us all reasonable assistance, at Our expense.
9.2. Indemnification by You. You shall defend Us against any Claim made or
brought against Us by a third party alleging that Your Data, or Your use of the
Services in violation of this Agreement, infringes or misappropriates the
intellectual property rights of a third party or violates applicable law, and
shall indemnify Us for any damages finally awarded against, and for reasonable
attorney’s fees incurred by, Us in connection with any such Claim; provided, that We
(a) promptly give You written notice of the Claim; (b) give You sole control
of the defense and settlement of the Claim (provided that You may not settle
any Claim unless the settlement unconditionally release Us of all liability);
and (c) provide to You all reasonable
assistance, at Our expense.
9.3. Exclusive Remedy. This Section 9 (Mutual Indemnification)
states the indemnifying party’s sole liability to, and the indemnified party’s
exclusive remedy against, the other party for any type of Claim described in
this Section.
10.1. Limitation of Liability. IN NO EVENT SHALL EITHER PARTY'S AGGREGATE
LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT, WHETHER IN CONTRACT,
TORT OR UNDER ANY OTHER THEORY OF LIABILITY, EXCEED THE TOTAL AMOUNT PAID BY
YOU HEREUNDER IN THE 12 MONTHS PRECEDING THE INCIDENT. THE FOREGOING SHALL NOT
LIMIT YOUR PAYMENT OBLIGATIONS UNDER SECTION 5 (FEES AND PAYMENT FOR PURCHASED
SERVICES).
10.2. Exclusion of Consequential and Related
Damages. IN NO EVENT SHALL
EITHER PARTY HAVE ANY LIABILITY TO THE OTHER PARTY FOR ANY LOST PROFITS OR
REVENUES OR FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, COVER OR
PUNITIVE DAMAGES HOWEVER CAUSED, WHETHER IN CONTRACT, TORT OR UNDER ANY OTHER
THEORY OF LIABILITY, AND WHETHER OR NOT THE PARTY HAS BEEN ADVISED OF THE
POSSIBILITY OF SUCH DAMAGES. THE FOREGOING DISCLAIMER SHALL NOT APPLY TO THE
EXTENT PROHIBITED BY APPLICABLE LAW.
11.1. Term of Agreement. This Agreement commences on the date You
accept it and continues until all User subscriptions granted in accordance with
this Agreement have expired or been terminated. If You elect to use the
Services for a 14-day or 30-day free trial period and do not purchase a
subscription before the end of that period, this Agreement will terminate at
the end of the 14-day or 30-day free trial period elected.
11.2. Term of Purchased User Subscriptions. User subscriptions purchased by You commence on the start date specified at
subscription purchase and continue for the subscription term specified therein.
Except as otherwise specified, all User subscriptions shall automatically
renew for additional periods equal to the expiring subscription term or one
year (whichever is shorter), unless either party gives the other notice of
non-renewal at least 30 days before the end of the relevant subscription term.
The per-unit pricing during any such renewal term shall be the same as that
during the prior term unless We have given You written notice of a pricing
increase at least 60 days before the end of such prior term, in which case the
pricing increase shall be effective upon renewal and thereafter. Any such
pricing increase shall not exceed 5% over the pricing for the relevant Services
in the immediately prior subscription term, unless the pricing in such prior
term was designated as promotional or one-time.
11.3. Termination for Cause. A party may terminate this Agreement for
cause: (i) upon 30 days written notice to the other party of a material breach
if such breach remains uncured at the expiration of such period, or (ii) if the
other party becomes the subject of a petition in bankruptcy or any other
proceeding relating to insolvency, receivership, liquidation or assignment for
the benefit of creditors.
11.4. Refund or Payment upon Termination. Upon any termination for cause by You, We
shall refund You any prepaid fees covering the remainder of the term of all
subscriptions after the effective date of termination. Upon any termination for
cause by Us, You shall pay any unpaid fees covering the remainder of the term
after the effective date of termination. In no event shall any termination
relieve You of the obligation to pay any fees payable to Us for the period
prior to the effective date of termination.
11.5. Return of Your Data. Upon request by You made within 30 days after
the effective date of termination of a Purchased Services subscription, We will
make available to You for download a file
of Your Data in their native format. After such 30-day period, We shall have no
obligation to maintain or provide any of Your Data and shall thereafter, unless
legally prohibited, delete all of Your Data in Our systems or otherwise in Our
possession or under Our control.
11.6. Surviving Provisions. Section 5 (Fees and Payment for Purchased
Services), 6 (Proprietary Rights), 7 (Confidentiality), 8.3 (Disclaimer), 9 (Mutual
Indemnification), 10 (Limitation of Liability), 11.4 (Refund or Payment upon
Termination), 11.5 (Return of Your Data), 12 (Who You Are Contracting With,
Notices, Governing Law and Jurisdiction) and 13 (General Provisions) shall
survive any termination or expiration of this Agreement.
12. WHO YOU ARE
CONTRACTING WITH, NOTICES, GOVERNING LAW AND JURISDICTION
12.1. Manner of Giving Notice. Except as otherwise specified in this
Agreement, all notices, permissions and approvals hereunder shall be in writing
and shall be deemed to have been given upon: (i) personal delivery, (ii) the
second business day after mailing, (iii) the second business day after sending
by confirmed facsimile, or (iv) the first business day after sending by email
(provided email shall not be sufficient for notices of termination or an
indemnifiable claim). Notices to You shall be addressed to the system
administrator designated by You for Your relevant Services account, and in the
case of billing-related notices, to the relevant billing contact designated by
You.
12.2. Agreement to Governing Law and
Jurisdiction. The Service is controlled by Bectran Apps and operated by it from
its offices in Naperville, ILLINOIS. You and Bectran Apps both benefit from
establishing a predictable legal environment in regard to the Service.
Therefore, you and Bectran Apps explicitly agree that all disputes, claims or other
matters arising from or relating to your use of the Service will be governed by
the laws of the State of ILLINOIS and the federal laws of United states of
America applicable therein. The United Nations Convention on Contracts for the
International Sale of Goods does not apply to these Terms.
Except where prohibited by
applicable law, any claim, dispute or controversy (whether in contract or tort,
pursuant to statute or regulation, or otherwise, and whether preexisting,
present or future) arising out of or relating to these Terms; (b) the Service
or Content; (c) oral or written statements, advertisements or promotions
relating to these Terms or to the Service; or (d) the relationships that result
from these Terms or the Service or Content (collectively, a “Claim”) will be
referred to and determined by a sole arbitrator (to the exclusion of the
courts). Except where prohibited by applicable law, you waive any right you may
have to commence or participate in any class action against Bectran Apps related to
any Claim and, where applicable, you also agree to opt out of any class
proceedings against Bectran Apps. If you have a Claim, you should give written
notice to arbitrate at the address specified below. If we have a Claim, we will
give you notice to arbitrate at your address provided in your Registration
Data. Arbitration will be conducted by one arbitrator pursuant to the
commercial arbitration laws and rules in effect on the date of the notice in
the State of ILLINOIS.
To the extent arbitration as
described in the immediately preceding paragraph is prohibited by applicable
law, you agree that all Claims will be heard and resolved in a court of
competent subject matter jurisdiction located in DuPage County, ILLINOIS. You
consent to the personal jurisdiction of such courts over you, stipulate to the
fairness and convenience of proceeding in such courts, and covenant not to
assert any objection to proceeding in such courts.
If you choose to access the Service
from locations other than ILLINOIS, you will be responsible for compliance with
all local laws of such other jurisdiction and you agree to indemnify Bectran Apps
and the other Released Parties for your failure to comply with any such laws.
13.1. Export Compliance. Each party shall comply with the export laws
and regulations of the United States and other applicable jurisdictions in
providing and using the Services. Without limiting the foregoing, (i) each
party represents that it is not named on any U.S. government list of persons or
entities prohibited from receiving exports, and (ii) You shall not permit Users
to access or use Services in violation of any U.S. export embargo, prohibition
or restriction.
13.2. Relationship of the Parties. The parties are independent contractors. This
Agreement does not create a partnership, franchise, joint venture, agency,
fiduciary or employment relationship between the parties.
13.3. No Third-Party Beneficiaries. There are no third-party beneficiaries to
this Agreement.
13.4. Waiver and Cumulative Remedies. No failure or delay by either party in
exercising any right under this Agreement shall constitute a waiver of that
right. Other than as expressly stated herein, the remedies provided herein are
in addition to, and not exclusive of, any other remedies of a party at law or
in equity.
13.5. Severability. If any provision of this Agreement is held by
a court of competent jurisdiction to be contrary to law, the provision shall be
modified by the court and interpreted so as best to accomplish the objectives
of the original provision to the fullest extent permitted by law, and the
remaining provisions of this Agreement shall remain in effect.
13.6. Attorney Fees. You shall pay on demand all of Our reasonable
attorney fees and other costs incurred by Us to collect any fees or charges due
Us under this Agreement following Your breach of Section 5.2 (Invoicing and
Payment)
13.7. Assignment. Neither party may assign any of its rights or
obligations hereunder, whether by operation of law or otherwise, without the
prior written consent of the other party (not to be unreasonably withheld).
Notwithstanding the foregoing, either party may assign this Agreement in its
entirety, without consent of the other party, to its Affiliate or in connection
with a merger, acquisition, corporate reorganization, or sale of all or
substantially all of its assets not involving a direct competitor of the other
party. A party’s sole remedy for any purported assignment by the other party in
breach of this paragraph shall be, at the non-assigning party’s election,
termination of this Agreement upon written notice to the assigning party. In
the event of such a termination, We shall refund to You any prepaid fees covering the remainder of
the term of all subscriptions after the effective date of termination. Subject
to the foregoing, this Agreement shall bind and inure to the benefit of the
parties, their respective successors and permitted assigns.
13.8. Entire Agreement. This Agreement, including all exhibits and
addenda hereto and all, constitutes the entire agreement between the parties
and supersedes all prior and contemporaneous agreements, proposals or
representations, written or oral, concerning its subject matter. No
modification, amendment, or waiver of any provision of this Agreement shall be
effective unless in writing and either signed or accepted electronically by the
party against whom the modification, amendment or waiver is to be asserted.
However, to the extent of any conflict or inconsistency between the provisions
in the body of this Agreement and any exhibit or addendum hereto, the terms of
such exhibit, addendum shall prevail. Notwithstanding any language to the
contrary therein, no terms or conditions stated in Your purchase order or other
order documentation shall be incorporated into or form any part of this
Agreement, and all such terms or conditions shall be null and void.
Bectran
Apps
931
W 75TH Street
Suite
137 #104
Naperville,
IL 60565
Phone:
1-630-447-9092
Email: info@bectran.com
