这些服务条款应适用于客户’s use of BevSpot’基于SaaS的订阅服务以及相关的内容和软件（统称为“Services”). These 服务条款 and all ordering documents (including any online form) to which you may agree related to the 服务 (“Order”, and together with these 服务条款, collectively, this “Agreement”）代表当事方’ entire understanding regarding the 服务 and shall control over any different or additional terms of any purchase order or other non-BevSpot ordering document, and no terms included in any such purchase order or other non-BevSpot ordering document shall apply to the 服务. In the event of a conflict between these 服务条款 and an Order, the terms of the Order shall control. All capitalized terms not defined herein shall have the meanings attributed in the Order.
If Customer registers for a free period, BevSpotwill make one or more 服务 available to Customer on a trial basis free of charge until the earlier of (a) the end of the free period for which you registered to use the applicable 服务, or (b) the start date of any purchased subscriptions ordered for such 服务. Additional trial 服务条款 may appear on the trial registration web page. Any such additional 服务条款 are incorporated into this 协议 by reference and are legally binding.
Right to Use the 服务
Subject to this 协议, BevSpotgrants to Customer a nontransferable, nonexclusive, worldwide right to permit those individuals authorized by Customer or on Customer’代表，谁是客户’的员工，代理商或承包商（“Users”), to access and use the 服务. An Order may define specific usage rights, including the number of 用户数 permitted to use the 服务 (“Usage Rights”), and Customer shall at all times ensure that its use does not exceed its 使用权, if applicable.
As between BevSpotand Customer, Customer will be solely responsible for the Customer Apps, and all related content created or used in connection with the 服务.
客户不得直接或间接：（i）反向工程，反编译，反汇编或以其他方式试图发现服务或任何软件（包括可再发行产品），相关文件或数据的源代码，目标代码或底层结构，思想或算法服务或随服务提供（“Software”); (ii) modify, translate, or create derivative works based on the 服务 or 软件; or copy (except for archival purposes), rent, lease, distribute, pledge, assign, or otherwise transfer or encumber rights to the 服务 or 软件; (iii) use or access the 服务 to build or support, and/or assist a third party in building or supporting, products or services competitive to BevSpot; or (iv) remove any proprietary notices or labels from the 服务 or 软件. Customer shall use the 服务 and 软件 only for its own internal business operations, and not for the operation of a service bureau or timesharing service.
Customer shall not knowingly or willfully use the 服务 in any manner that could damage, disable, overburden, impair or otherwise interfere with BevSpot’s provision of the 服务. Customer shall be responsible for maintaining the security of its equipment and account access passwords. Customer represents and warrants that Customer will use the 服务 only in compliance applicable laws and regulations. Customer shall be liable for all acts and omissions of its 用户数.
BevSpot可能会立即暂停客户’s password, account, and access to the 服务 if (i) Customer fails to make payment due within ten business days after BevSpothas provided Customer with notice of such failure; or (ii) Customer violates these 服务条款. Any suspension by BevSpotof the 服务 under the preceding sentence shall not relieve Customer of its payment obligations under this 协议.
BevSpotowns or has rights to all intellectual property rights in and to the 服务 and 软件 (including all derivatives or improvements thereof). All suggestions, enhancements requests, feedback, recommendations or other input provided by Customer or any other party relating to the 服务 or 软件 shall be owned by BevSpot, and Customer hereby makes all assignments necessary to accomplish the foregoing ownership. Any rights not expressly granted herein are reserved by BevSpot.
Customer owns any data, content, or material originated by Customer that Customer submits or provides in the course of using the 服务 (“Customer Data”). 客户资料 does not include data which has been anonymized and/or aggregated and stored on a statistical basis or statistical data derived, in combination with other data within the 服务, from 客户资料 , which BevSpotmay use without restriction. Customer shall be solely responsible for the accuracy, quality, content and legality of 客户资料 , the means by which 客户资料 is acquired and the transfer of 客户资料 outside of the BevSpot服务. Customer represents and warrants that it has all rights necessary to upload the 客户资料 to the 服务 and to otherwise have such 客户资料 used by BevSpotas part of the 服务.
Customer shall pay all fees set forth in an Order or Fee Schedule. All fees are non-cancelable and nonrefundable, except as expressly specified herein. You will be billed monthly or your pre-paid account will be debited monthly for the 服务, even if you are not actively using the 服务. The Order or Fee Schedule is subject to change at any time in our sole discretion, and if you do not agree to any such changes, you should contact us to cancel your account. All fees are exclusive of taxes, levies, or duties imposed by taxing authorities, and Customer shall be responsible for payment of all such taxes, levies, or duties (excluding taxes based on BevSpot’的收入），即使未在订单中列出此类金额。客户应以美元或双方书面同意的其他货币支付所有费用。
If at any time BevSpotdetermines that Customer is exceeding the 使用权, BevSpotshall notify Customer and Customer shall bring its usage within the limits of such 使用权. If Customer fails to do so within 30 days of receipt of BevSpot’通知，BevSpot保留收取权利，客户同意支付BevSpot’此类超额使用的当时的使用费。
Notwithstanding anything set forth herein to the contrary, any disputes about any charges to you under this 协议 must be submitted to us in writing within 60 days of the date such charges are incurred. You agree to waive all disputes not brought within the 60 day period, and all such charges will be final and not subject to challenge.
The 协议 shall commence as of the date set forth in the first Order or the beginning of a free period, if earlier, and, unless earlier terminated as set forth below, shall remain in effect through the end of the Subscription Term in any current Order (or the end of the free period if no purchased subscription is ordered). All sections of the 协议 which by their nature should survive termination will survive, including without limitation, accrued rights to payment, use restrictions and indemnity obligations, confidentiality obligations, warranty disclaimers, and limitations of liability.
订单终止或到期后，客户’s right to access and use the 服务 covered by that Order shall terminate.
Customer acknowledges that the 服务 may be temporarily unavailable for scheduled maintenance or for unscheduled emergency maintenance, either by BevSpotor by third-party providers, or because of other causes beyond our reasonable control. THE SERVICES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS WITHOUT ANY WARRANTIES OF ANY KIND, AND BevSpotEXPRESSLY DISCLAIMS ANY AND ALL WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY, TITLE, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. 顾客 ACKNOWLEDGES THAT BevSpotDOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE, ERROR-FREE OR VIRUS-FREE, NOR DOES IT MAKE ANY WARRANTY AS TO THE RESULTS THAT MAY BE OBTAINED FROM USE OF THE SERVICES.
Customer will defend, indemnify, and hold harmless BevSpotfrom and against any claims, actions or demands, including without limitation reasonable legal and accounting fees, arising or resulting from your breach of these 服务条款, your 客户资料 or your use or misuse of the 服务. BevSpotshall provide notice to you of any such claim, suit or demand. BevSpotreserves the right to assume the exclusive defense and control of any matter which is subject to indemnification under this section. In such case, Customer agrees to cooperate with any reasonable requests assisting BevSpot’这种事情的辩护。
各方（“Receiving Party”）了解另一方（“Disclosing Party”) has disclosed or may disclose information relating to the 披露方’的业务（以下简称“机密信息” of the 披露方). The 招待会 agrees: (i) to take reasonable precautions to protect such 机密信息; and (ii) not to use (except as expressly permitted below) or divulge to any third person any such 机密信息. The 披露方 agrees that the foregoing shall not apply with respect to 机密信息 after five years following the termination of the 协议 or any 机密信息 that the 招待会 can document (a) is or becomes generally available to the public; or (b) was in its possession or known by its prior to receipt from the 披露方; or (c) was rightfully disclosed to it by a third party; or (d) was independently developed without use of any 机密信息 of the 披露方; or (e) is required by law. Further, BevSpotacknowledges that, subject to the immediately preceding sentence, the 客户资料 is the 机密信息 of Customer, and BevSpotwill not access the 客户资料 other than to provide the 服务 to Customer and support Customer’服务的使用。 BevSpot可能会与某些合作伙伴共享客户信息，以完善服务并推出新服务。如果需要包括任何机密信息，则第三方合作伙伴必须保持所述机密性。
Notwithstanding anything else in the 协议 or otherwise, BevSpotmay monitor Customer’s use of the 服务 and use 客户资料 in an aggregate and anonymous manner, compile statistical and performance information related to the provision and operation of the 服务, and may make such information publicly available, provided that such information does not incorporate 客户资料 and/or identify Customer’s 机密信息. BevSpotretains all intellectual property rights in such information.
BevSpot可能会发出适用于BevSpot的通知’s general 服务 customer base by means of a general notice on the 服务 portal, and notices specific to Customer by electronic mail to Customer’在BevSpot中记录的电子邮件地址’的帐户信息或通过头等邮件或预付费邮寄给客户的书面通讯’的地址记录在BevSpot中’s account information. If Customer has a dispute with BevSpot, wishes to provide a notice under the 协议, or becomes subject to insolvency or other similar legal proceedings, Customer shall promptly send written notice to BevSpotat BevSpot, Inc., Attn: Legal, 27-43 Wormwood Street, Boston, MA 02108.
Any action, Claim, or dispute related to the 协议 will be governed by Massachusetts law, excluding its conflicts of law provisions, and controlling U.S. federal law. The Uniform Computer Information Transactions Act will not apply to the 协议. In any action or proceeding to enforce rights under the 协议, the prevailing party will be entitled to recover costs and attorneys’ fees. The failure of either party to enforce any right or provision in the 协议 shall not constitute a waiver of such right or provision unless acknowledged and agreed to by such party in writing.
This 协议 and all Order(s), represent the parties’ entire understanding relating to the 服务, and supersede any prior or contemporaneous, conflicting or additional communications. Customer acknowledges that this 协议 is a contract between Customer and BevSpot, even though it may be electronic and not physically signed by Customer and BevSpot, and it governs Customer’s use of the Service and takes the place of any prior agreements between Customer and BevSpot. The 协议 may be amended only by written agreement signed by the parties. If any provision of the 协议 is held by a court of competent jurisdiction to be invalid or unenforceable, then such provision(s) shall be construed to reflect the intentions of the invalid or unenforceable provision(s), with all other provisions remaining in full force and effect.
No joint venture, partnership, employment, or agency relationship exists between BevSpotand Customer as a result of the 协议 or use of the 服务. Neither party may assign the 协议 without the prior written approval of the other, such approval not to be unreasonably withheld or delayed, provided that such approval shall not be required in connection with a merger or acquisition of all or substantially all of the assets of the assigning company related to this 协议. Any purported assignment in violation of this Section shall be void.