SOFTWARE AS A SERVICE (SAAS) TERMS AND CONDITIONS
BPM Works Limited
of The Clubhouse, 20 St Andrew Street, London, EC4A 3AG United Kingdom.
Effective Date: 1 Jan 2018
THIS IS AN AGREEMENT BETWEEN YOU OR THE ENTITY THAT YOU REPRESENT (hereinafter “You” or “Your”) AND BPM WORKS LIMITED (hereinafter “BPM”) GOVERNING YOUR USE OF BPM SUITE OF DIGITAL SALES ENABLEMENT SOFTWARE (hereinafter the “Service” or “Services”).
This Agreement consists of the following terms and conditions (hereinafter the “Terms”).
Acceptance of the Terms
By using the Services you agree to be bound by these Terms.
You must be of legal age to enter into a binding agreement in order to accept the Terms. If you do not agree to the Terms, do not use any of our Services. Use of the Services by you or other people within your organization will be deemed as acceptance of these Terms. You may use the Services only in compliance with these Terms.
Description of Service
We provide an array of services for sales enablement including Messaging Workbench CMS (content management system), Digital Playbook app and a number of web services and integrations with third party systems. You may use the Services for business use or for internal business purposes in the organization that you represent. You can create and edit content with your user account and if you choose to do so, you can publish and share such content.
Subscription to Beta Service
We may offer certain Services as closed or open beta services (“Beta Service” or “Beta Services”) for the purpose of testing and evaluation. You agree that we have the sole authority and discretion to determine the period of time for testing and evaluation of Beta Services. We will be the sole judge of the success of such testing and the decision, if any, to offer the Beta Services as commercial services. You will be under no obligation to acquire a subscription to use any paid Service as a result of your subscription to any Beta Service. We reserve the right to fully or partially discontinue, at any time and from time to time, temporarily or permanently, any of the Beta Services with or without notice to you. You agree that BPM will not be liable to you or to any third party for any harm related to, arising out of, or caused by the modification, suspension or discontinuance of any of the Beta Services for any reason.
Modification of Terms of Service
We may modify the Terms upon notice to you at any time through a service announcement or by sending email to your primary email address. If we make significant changes to the Terms that affect your rights, you will be provided with at least 30 days advance notice of the changes by email to your primary email address. You may terminate your use of the Services by providing BPM notice by email within 30 days of being notified of the availability of the modified Terms if the Terms are modified in a manner that substantially affects your rights in connection with use of the Services. In the event of such termination, you will be entitled to prorated refund of the unused portion of any prepaid fees. Your continued use of the Service after the effective date of any change to the Terms will be deemed to be your agreement to the modified Terms.
User Sign-up Obligations
You need to sign up for a user account by providing all required information in order to access or use the Services. If you represent an organization and wish to use the Services for corporate internal use, we recommend that you, and all other users from your organization, sign up for user accounts by providing your corporate contact information. In particular, we recommend that you use your corporate email address. You agree to: a) provide true, accurate, current and complete information about yourself as prompted by the sign-up process; and b) maintain and promptly update the information provided during sign-up to keep it true, accurate, current, and complete. If you provide any information that is untrue, inaccurate, outdated, or incomplete, or if BPM has reasonable grounds to suspect that such information is untrue, inaccurate, outdated, or incomplete, BPM may terminate your user account and refuse current or future use of any or all of the Services.
Organization Accounts and Administrators
When you sign up for an account for your organization you may specify one or more administrators. The administrators will have the right to configure the Services based on your requirements and manage end users in your organization account. If your organization account is created and configured on your behalf by a third party, it is likely that such third party has assumed administrator role for your organization. Make sure that you enter into a suitable agreement with such third party specifying such party’s roles and restrictions as an administrator of your organization account.
You are responsible for i) ensuring confidentiality of your organization account password, ii) appointing competent individuals as administrators for managing your organization account, and iii) ensuring that all activities that occur in connection with your organization account comply with this Agreement. You understand that BPM is not responsible for account administration and internal management of the Services for you.
You are responsible for taking necessary steps for ensuring that your organization does not lose control of the administrator accounts. You may specify a process to be followed for recovering control in the event of such loss of control of the administrator accounts by sending an email to firstname.lastname@example.org, provided that the process is acceptable to BPM. In the absence of any specified administrator account recovery process, BPM may provide control of an administrator account to an individual providing proof satisfactory to BPM demonstrating authorization to act on behalf of the organization. You agree not to hold BPM liable for the consequences of any action taken by BPM in good faith in this regard.
Pricing of Additional Users within Service Term
Additional users over and above the numbers detailed in your agreed contract with BPM will be automatically invoiced at the current, applicable list price, pro rata for the remaining term of the agreement, unless otherwise agreed in writing.
Software and Updates
Some use of our Service may from time to time require you to download a client software package (“Software”). BPM hereby grants you a limited, nonexclusive, nontransferable, revocable license to use the Software, solely to access the Services. Your license to use the Software is automatically revoked if you violate these Terms in a manner that impacts our intellectual property rights. We hereby reserve all rights not expressly granted in these Terms. You must not reverse engineer or decompile the Software, nor attempt to do so, nor assist anyone else to do so. Our Services may update the Software on your device automatically when a new version is available.
Intellectual Property and Trademarks
These terms do not grant you any right, title, or interest in the intellectual property associated with the Services or Software. The Software and other technology we use to provide the Services are protected by copyright, trademark, and other laws. These Terms do not grant you any rights to use the BPM trademarks, logos, domain names, or other brand features. BPM, BPM logo, the names of individual Services and their logos are trademarks of BPM Works Limited. You agree not to display or use, in any manner, the BPM trademarks, without BPM’s prior permission.
Information and Privacy
BPM does not knowingly collect Personal Information from users other than their business email address used for their login account name. You are responsible for maintaining confidentiality of your username, password and other sensitive information. The BPM Services shall not be used for the collection and storage of any other personal information.
You are responsible for all activities that occur in your user account and you agree to inform us immediately of any unauthorized use of your user account by email to email@example.com or by calling us on any of the numbers listed on www.bpmworks.com. We are not responsible for any loss or damage to you or to any third party incurred as a result of any unauthorized access and/or use of your user account, or otherwise.
Your usage details such as time, frequency, duration and pattern of use, features used and the amount of storage used will be recorded by us in order to enhance your experience of the BPM Services and to help us provide you the best possible service.
We store and maintain data and files entered and uploaded by you as you use the Services, on our servers in the Microsoft Azure Cloud. In order to prevent loss of data due to errors or system failures, we also keep backup copies of data including the contents of your user account. Hence your files and data may remain on our servers even after deletion or termination of your user account. We may retain and use your data as necessary to comply with our legal obligations, resolve disputes, and enforce our rights.
We assure you that the information entered or uploaded by you through the use of the Services will not be disclosed to any third party. Employees and associates of BPM may access your information held on the Services for the purposes of delivering professional services which you have contracted us to undertake.
Cookies and Other Tracking Technologies
Technologies such as: cookies, beacons, tags and scripts are used by BPM. These technologies are used in analyzing trends, administering the Services, and tracking users’ movements around user interfaces and to gather demographic information about our user base as a whole. We may receive reports based on the use of these technologies on an individual as well as aggregated basis.
We use temporary and permanent cookies to enhance your experience of our Services. Temporary cookies will be removed from your computer or other device each time you close your browser. A permanent cookie will be stored in your computer or other device and you will not be required to sign-in by providing complete login information each time you return to use the Services. We tie cookie information to your account name so as to maintain and recall your preferences within the Services. If you have turned cookies off, you will not be able to take advantages of these features.
We use HTML5 Local Storage Objects (LSOs) to store content information and preferences on local devices for some of the Services we provide. Browsers may offer their own management tools for removing HTML5 LSOs but this will prevent the operation of some of the BPM Services.
You can log on to some of our Services using federated authentication with third party systems such as CRM and sales enablement platforms. When using federated authentication, your log on credentials from the third party platform will be passed to the BPM Services to authenticate your identity and log you on to the BPM Services.
Communications from BPM
The Service may include certain communications from BPM, such as service announcements, administrative messages and newsletters. You understand that these communications shall be considered part of using the Services. As part of our policy to provide you total privacy, we also provide you the option of opting out from receiving newsletters from us. However, you will not be able to opt-out from receiving service announcements and administrative messages.
If we receive a complaint from any person against you with respect to your activities as part of use of the Services, we will forward the complaint to the primary email address of your user account. You must respond to the complainant directly within 10 days of receiving the complaint forwarded by us and copy BPM in the communication. If you do not respond to the complainant within 10 days from the date of our email to you, we may disclose your name and contact information to the complainant for enabling the complainant to take legal action against you. You understand that your failure to respond to the forwarded complaint within the 10 days’ time limit will be construed as your consent to disclosure of your name and contact information by BPM to the complainant.
Fees and Payments
The Services are available under subscription plans of various durations. Your subscription will be automatically renewed at the end of each subscription period unless you inform us that you do not wish to renew the subscription. At the time of automatic renewal, an invoice for the relevant amount will be issued to you under 30 day payment terms. If you do not wish to renew the subscription, you must inform us at least 30 days prior to the renewal date.
From time to time, we may change the price of any Service or charge for use of Services that are currently available free of charge. Any increase in charges will not apply until the expiry of your current subscription.
Restrictions on Use
In addition to all other terms and conditions of this Agreement, you shall not: (i) transfer the Services or otherwise make them available to any third party; (ii) provide any service based on the Services without prior written permission; (iii) use links to third party sites without agreeing to their website terms and conditions; (iv) use the logo, company name, etc. of third parties without their prior written permission; (v) enter or upload any person information other than your business email address and password; (vi) publish any confidential information belonging to any person or entity without obtaining consent from such person or entity; (vii) use the Services in any manner that could damage, disable, overburden, impair or harm any server, network, computer system, resource of BPM; (viii) violate any applicable local, state, national or international law; and (ix) create a false identity to mislead any person as to the identity or origin of any communication.
You agree to be solely responsible for the contents of your transmissions through the Services. You agree not to use the Services for illegal purposes or for the transmission of material that is unlawful, defamatory, harassing, libelous, invasive of another’s privacy, abusive, threatening, harmful, vulgar, pornographic, obscene, or is otherwise objectionable, offends religious sentiments, promotes racism, contains viruses or malicious code, or that which infringes or may infringe intellectual property or other rights of another. We reserve the right to terminate your access to the Services if there are reasonable grounds to believe that you have used the Services for any illegal or unauthorized activity.
Inactive User Accounts Policy
We reserve the right to terminate unpaid user accounts that are inactive for a continuous period of 120 days. In the event of such termination, all data associated with such user account will be deleted. We will provide you prior notice of such termination and the option to back-up your data. The data deletion policy may be implemented with respect to any or all of the Services. In case of accounts with more than one user, if at least one of the users is active, the account will not be considered inactive.
We respect your right to ownership of content created or stored by you. You own the content created or stored by you. Unless specifically permitted by you, your use of the Services does not grant BPM the license to use, reproduce, adapt, modify, publish or distribute the content created by you or stored on the Services for BPM’s commercial, marketing or any similar purpose. But you grant BPM permission to access, copy, distribute, store, transmit, and reformat your content solely as required for the purpose of providing the Services to you.
User Generated Content
You may transmit or publish content created by you using any of the Services or otherwise. However, you shall be solely responsible for such content and the consequences of its transmission or publication. You are responsible for ensuring that you do not accidentally make any private content publicly available. Any content that you may receive from other users of the Services, is provided to you AS IS for your information and you agree not to use, copy, reproduce, distribute, transmit, broadcast, display, sell, license or otherwise exploit such content for any purpose, without the consent of the person who owns the rights to such content. In the course of using any of the Services, if you come across any content with copyright notice(s) or any copy protection feature(s), you agree not to remove such copyright notice(s) or disable such copy protection feature(s) as the case may be. By making any copyrighted/copyrightable content available on any of the Services you affirm that you have the consent, authorization or permission, as the case may be from every person who may claim any rights in such content to make such content available in such manner. Further, by making any content available in the manner aforementioned, you expressly agree that BPM will have the right to block access to or remove such content made available by you if BPM receives complaints concerning any illegality or infringement of third party rights in such content. By using any of the Services and transmitting or publishing any content using such Service, you expressly consent to determination of questions of illegality or infringement of third party rights in such content by the agent designated by BPM for this purpose.
Sample Files and Applications
BPM may provide sample files and applications for the purpose of demonstrating the possibility of using the Services effectively for specific purposes. The information contained in any such sample files and applications consists of random data. BPM makes no warranty, either express or implied, as to the accuracy, usefulness, completeness or reliability of the information or the sample files and applications.
Disclaimer of Warranties
YOU EXPRESSLY UNDERSTAND AND AGREE THAT THE USE OF THE SERVICES IS AT YOUR SOLE RISK. THE SERVICES ARE PROVIDED ON AN AS-IS-AND-AS-AVAILABLE BASIS. BPM EXPRESSLY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. BPM MAKES NO WARRANTY THAT THE SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR FREE. USE OF ANY MATERIAL DOWNLOADED OR OBTAINED THROUGH THE USE OF THE SERVICES SHALL BE AT YOUR OWN DISCRETION AND RISK AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM, MOBILE TELEPHONE, WIRELESS DEVICE OR DATA THAT RESULTS FROM THE USE OF THE SERVICES OR THE DOWNLOAD OF ANY SUCH MATERIAL. NO ADVICE OR INFORMATION, WHETHER WRITTEN OR ORAL, OBTAINED BY YOU FROM BPM, ITS EMPLOYEES OR REPRESENTATIVES SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THE TERMS.
Limitation of Liability
YOU AGREE THAT BPM SHALL, IN NO EVENT, BE LIABLE FOR ANY CONSEQUENTIAL, INCIDENTAL, INDIRECT, SPECIAL, PUNITIVE, OR OTHER LOSS OR DAMAGE WHATSOEVER OR FOR LOSS OF BUSINESS PROFITS, BUSINESS INTERRUPTION, COMPUTER FAILURE, LOSS OF BUSINESS INFORMATION, OR OTHER LOSS ARISING OUT OF OR CAUSED BY YOUR USE OF OR INABILITY TO USE THE SERVICE, EVEN IF BPM HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE. IN NO EVENT SHALL BPM’S ENTIRE LIABILITY TO YOU IN RESPECT OF ANY SERVICE, WHETHER DIRECT OR INDIRECT, EXCEED THE FEES PAID BY YOU TOWARDS SUCH SERVICE.
You agree to indemnify and hold harmless BPM, its officers, directors, employees, suppliers, and affiliates, from and against any losses, damages, fines and expenses (including attorney’s fees and costs) arising out of or relating to any claims that you have used the Services in violation of another party’s rights, in violation of any law, in violations of any provisions of the Terms, or any other claim related to your use of the Services, except where such use is authorized by BPM.
Any controversy or claim arising out of or relating to the Terms shall be settled by binding arbitration in accordance with the commercial arbitration rules of the American Arbitration Association. Any such controversy or claim shall be arbitrated on an individual basis, and shall not be consolidated in any arbitration with any claim or controversy of any other party. The decision of the arbitrator shall be final and unappealable. The arbitration shall be conducted in Massachusetts and judgment on the arbitration award may be entered into any court having jurisdiction thereof. Notwithstanding anything to the contrary, BPM may at any time seek injunctions or other forms of equitable relief from any court of competent jurisdiction.
Suspension and Termination
We may suspend your user account or temporarily disable access to whole or part of any Service in the event of any suspected illegal activity, extended periods of inactivity or requests by law enforcement or other government agencies. Objections to suspension or disabling of user accounts should be made to firstname.lastname@example.org within thirty days of being notified about the suspension. We may terminate a suspended or disabled user account after thirty days. We will also terminate your user account on your request.
In addition, we reserve the right to terminate your user account and deny the Services upon reasonable belief that you have violated the Terms and to terminate your access to any Beta Service in case of unexpected technical issues or discontinuation of the Beta Service. You have the right to terminate your user account if BPM breaches its obligations under these Terms and in such event, you will be entitled to prorated refund of any prepaid fees. Termination of user account will include denial of access to all Services, deletion of information in your user account such as your email address and password and deletion of all data and files held by you on the Services.
END OF TERMS OF SERVICE
If you have any questions or concerns regarding this Agreement, please contact us at email@example.com.