THIS USER AGREEMENT describes the terms according to which, and conditions subject to which,
Beegit, LLC, an Ohio limited liability company, will grant to you the right to use “Beegit™”, its web
based application for content management. Capitalized terms used in this User Agreement are defined in
By clicking '[ACTIVATE ACCOUNT]', you acknowledge that you intend to enter into this Agreement, which is a legally
binding and enforceable contract.
In consideration of these premises, and the representations, warranties and covenants set forth in this Agreement,
and for other good and valuable consideration, the receipt and sufficiency of which you acknowledge, by clicking
'[ACTIVATE ACCOUNT]' you agree with Beegit as to that set forth below.
- License Terms.
Beegit hereby grants to you a limited, nonexclusive and nontransferable right and license for you to use the
Software Product in accordance with this Agreement.
You may not (a) authorize or license any other party to use the Software Product or any part thereof (whether
directly or indirectly), (b) modify or customize the Software Product or any part thereof, (c) create any
derivative works in, or based on, the Software Product or any part thereof, (d) print, copy or reproduce the
Software Product or any part thereof, (e) distribute, license, sublicense, promote, distribute, market, sell,
lease, assign, convey, transfer or transmit the Software Product or any part thereof (whether physically or
electronically) or (f) decompile, disassemble, decode or otherwise reverse engineer the Software Product or
any part thereof.
All right, title and interest in and to each of the following is, shall be and at all times shall remain the
exclusive property of Beegit and any third-parties whose software programs may have been, or may be, incorporated
into the Software Product: (a) the Software Product, the Object Code and the Source Code, (b) any software,
software modifications, derivative works, processes, configurations, system referenced data, procedures and
other intellectual property rights relating to data processing and information technology developed or held
by either Party from its use of the Software Product or in the performance of its obligations according to
this Agreement and (c) all copyright, trademark, patent, trade secret and intellectual property rights in the
Software Product. Beegit, on behalf of itself and any third-parties with software that may have been, or may
be, incorporated into the Software Product, reserves all of its, and all of such third-parties’, rights in the same.
- Representations & Warranties.
- Beegit hereby represents and warrants to you that (a) it has the full right, power and authority to enter into,
and fully perform its obligations according to, this Agreement and (b) Beegit has the full right, power and
authority to grant to you the rights and licenses described herein.
You hereby represent and warrant to Beegit that you have the full right, power, authority and capacity to enter
into, and fully perform your obligations according to, this Agreement.
- Indemnification; Limitations on Liability; Remedies.
- You shall indemnify, defend and hold harmless Beegit, and its members, managers, officers, employees, agents
and affiliates from and against any liabilities, costs, fees and/or damages that arise out of any claim for
damages resulting from (a) any material inaccuracy or breach of the representations and warranties made by
you in Section 2.2, (b) any material breach of a covenant made by you in this Agreement and/or (c) any material
failure to perform, or any material failure to comply with, your obligations according to this Agreement.
THE SOFTWARE PRODUCT IS PROVIDED BY BEEGIT ON AN “AS-IS” BASIS. ALL OTHER WARRANTIES, WHETHER ORAL OR WRITTEN,
EXPRESS OR IMPLIED OR CONTRACTUAL OR STATUTORY, ARE EXPRESSLY DISCLAIMED. WITHOUT LIMITATION, BEEGIT NEITHER
REPRESENTS AND WARRANTS, NOR COVENANTS, THAT (a) THE OPERATION AND/OR USE OF THE SOFTWARE PRODUCT WILL BE
UNINTERRUPTED OR ERROR-FREE, (b) THE SOFTWARE PRODUCT WILL PERFORM IN EVERY OPERATING ENVIRONMENT, (c) ALL
DEFICIENCIES OR ERRORS IN THE SOFTWARE PRODUCT ARE CAPABLE OF CORRECTION OR (d) THE SOFTWARE PRODUCT MEETS
THE REQUIREMENTS OF ANY PARTY WHATSOEVER. THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR
PURPOSE ARE SPECIFICALLY DISCLAIMED.
YOU ACKNOWLEDGE THAT, WITHOUT LIMITATION OF THAT OTHERWISE SET FORTH HEREIN, BEEGIT IS IN NO WAY RESPONSIBLE (a)
FOR THE OUTCOME RESULTING FROM ANY SUBMISSION YOU MAKE, OR BID YOU SUBMIT, USING THE SOFTWARE PRODUCT, (b) FOR
DETERMINATIONS MADE BY ANY PARTY REQUESTING A PROPOSAL, THE SUBMISSION OF A BID OR OTHERWISE USING THE SOFTWARE
PRODUCT, INCLUDING ANY SUCH PARTY’S DECISION TO LIMIT, EXPAND, SUSPEND, TERMINATE OR OTHERWISE CHANGE ITS USE
OF THE SOFTWARE PRODUCT, WHETHER ANY OF THE SAME IS MADE BEFORE, DURING OR AFTER ANY SUBMISSION IS MADE, (c)
FOR DETERMINATIONS MADE BY ANY PARTY REQUESTING A PROPOSAL, THE SUBMISSION OF A BID OR OTHERWISE OR ANY SUCH
PARTY’S DECISION NOT TO, OR FAILURE TO MAKE, A DETERMINATION, WHETHER USING THE SOFTWARE PRODUCT OR OTHERWISE,
(D) FOR THE TRANSMISSION, PRIOR TO RECEIPT BY BEEGIT, OF ALL INFORMATION YOU PROVIDE, OR OTHERWISE INPUT,
USING THE SOFTWARE PRODUCT AND (e) IF YOU ARE UNABLE TO ACCESS THE SOFTWARE PRODUCT AS A RESULT OF TECHNICAL OR
OTHER DIFFICULTIES RESULTING FROM YOUR HARDWARE OR INTERNET CONNECTION.
NOTWITHSTANDING ANY OTHER PROVISION OF THIS AGREEMENT, THE AGGREGATE DAMAGES THAT MAY BE RECOVERED BY YOU MAY
NOT EXCEED AN AMOUNT EQUAL TO THE FEES PAID TO BEEGIT BY YOU IN THE CALENDAR YEAR IN WHICH A CLAIM IS BROUGHT.
NEITHER PARTY MAY BE HELD LIABLE TO THE OTHER, OR TO ANY OTHER PARTY, FOR ANY INDIRECT, INCIDENTAL, SPECIAL,
CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES (INCLUDING LOST OR ANTICIPATED REVENUES OR PROFITS) ARISING FROM
ANY CLAIM RELATING DIRECTLY OR INDIRECTLY TO THIS AGREEMENT, WHETHER BASED ON WARRANTY, CONTRACT OR TORT
(WHETHER UNDER A THEORY OF NEGLIGENCE, STRICT LIABILITY OR OTHERWISE), EVEN IF AN AUTHORIZED REPRESENTATIVE
OF SUCH PARTY IS ADVISED OF THE LIKELIHOOD OR POSSIBILITY THEREOF.
EACH PARTY ACKNOWLEDGES THAT THE OTHER PARTY HAS RELIED UPON THE LIMITATIONS ON LIABILITY SET FORTH IN THIS
SECTION 3 AND, BUT FOR THEIR INCLUSION HEREIN, WOULD NOT HAVE ENTERED INTO THIS AGREEMENT.
You further acknowledge (a) that Beegit will suffer irreparable harm, and that the amount of monetary damages
would be extremely difficult or impossible to calculate, if you breach your obligations according to this
Agreement and (b) that if you breach your obligations according to this Agreement, Beegit may seek, and you
covenant not to dispute any attempt by Beegit to seek, injunctive relief without proving actual damages and
(c) that remedies sought by Beegit in accordance with this Section 3.7 shall be in addition to, and without
limitation of, any other rights to which Beegit may be entitled according to this Agreement or Law.
- Your Obligations.
You shall (a) use the Software Product in accordance with this Agreement and all applicable Laws, (b) promptly
report to Beegit any flaws, errors, bugs, defects or other problems in or with the Software Product that you
identify, (c) obtain the explicit consent of any party whose personally identifiable information you are
inputting into the Software Product or, if such party is an individual who is under the age of 13, the explicit
consent of such person’s parent or legal guardian, (d) comply with the applicable provisions of the
information whatsoever, obtain the consent of any party from which consent may be required to so input or
otherwise deliver to Beegit any of the same and (f) otherwise comply with the provisions of this Agreement.
You may not (a) use the Software Product to send unauthorized, untargeted or unwanted messages, communications,
advertisements or other promotional materials, (b) use automated software, scripts or other methods of accessing
or using the Software Product without Beegit’s consent, (c) scrape from, or otherwise use, the Software Product
any content, data, material submitted or other information whatsoever or (d) impersonate another party,
misrepresent your identity or affiliation with another party or otherwise inaccurately or incorrectly describe
You grant to Beegit a nonexclusive, worldwide and royalty-free right and license to display your logos, product
and service names, and/or trademarks ("Marks") for the sole purpose of displaying the Marks on Beegit’s website
or promotional materials.
- Term & Termination.
Beegit may terminate this Agreement for any reason or no reason, at any time, with or without notice.
Immediately upon the termination of this Agreement, you will have no further right, title or interest in the
Software Product or any part thereof, including any license in either of the same.
The provisions of Sections 1.2, 1.3, 3 and 4, the provisions of this Section 5 and, as and where applicable,
the provisions of Sections 6 and 7 shall survive any termination of this Agreement.
- Defined Terms.
“Agreement” means this User Agreement entered into by and between you and Beegit.
“Law” means any statute, law, ordinance, regulation, rule, code, order, constitution, treaty, common law,
judgment, decree, other requirement or rule of law of any federal, state or local government or any agency
or instrumentality thereof and any arbitrator, court or tribunal of competent jurisdiction.
“Object Code” means the machine-readable computer software code relating to the Software Product, including
any Update or Upgrade, which code is substantially in binary form that is directly executable by a computer
after processing without compilation or assembly.
“Party” means either Beegit or you.
“Beegit” means Beegit, LLC, an Ohio limited liability company.
“Software Product” means “Beegit™”, the web based application for content management made available to you by
Beegit, including any third-party software embedded therein, any Updates and any Upgrades.
“Source Code” means (a) the computer software code comprising the statements, instructions and data relating to
the Software Product displayed in a form readable and understandable by a programmer of ordinary skill, (b)
technical documentation and specifications relating to the Software Product, including a description of the
tools used to develop and maintain the Software Product, the compiler or assembler and compilation and execution
procedures and (c) the computer software code, technical documentations and specifications relating to any
Updates or Upgrades.
“Update” means any update, feature release (e.g., 2.0 to 2.1), patch release (e.g., 2.0.1 to 2.0.2),
maintenance release, bug fix or modified form of the Software Product that performs comparable or improved
functionality and which is not an Upgrade.
“Upgrade” means any new version or major release (e.g., 2.0 to 3.0) of the Software Product, including any
changes to the Software Product that (a) substantially increase the speed, efficiency or ease of use of the
Software Product or (b) add additional capabilities to, or otherwise improve the functions of, the Software
- General Provisions.
Any notice required, or permitted, to be delivered by Beegit hereunder shall be deemed delivered to you when
delivered to the email address you provided to Beegit.
Parties as to the subject matter hereof and supersedes all prior documents, negotiations and drafts of such
Parties with respect to such subject matter, whether written or verbal. No provision of this Agreement may
be construed against either Party by reason of the drafting or preparation thereof.
Beegit may change this Agreement from time to time and any such change shall be effective upon your clicking
'[ACTIVATE ACCOUNT]' when requested to do so after any such change is made.
Any provision of this Agreement may be waived, terminated or discharged with Beegit’s consent at any time
and in its sole discretion. The failure of Beegit to insist upon the performance of any of the terms or
conditions contained in this Agreement and/or to exercise any right hereunder, may not be construed as a
waiver or relinquishment of the future performance of any such term or condition or the future exercise of
If any provision of this Agreement is held to be unenforceable, the Parties shall renegotiate each such
provision in good faith in order to maintain the economic position enjoyed by each Party prior to such holding
with respect to each such provision rendered unenforceable. If the Parties cannot agree upon an enforceable
replacement for such provision, then (a) such provision shall be excluded from this Agreement, (b) the balance
of this Agreement shall be interpreted as if such provision were so excluded and (c) thereafter, this Agreement
shall be enforceable in accordance with its terms.
You may not assign this Agreement, in whole or in part, by operation of Law or otherwise, without Beegit’s
prior written consent. Any attempt to do so shall be deemed null and void and of no legal force or effect.
This Agreement shall be binding upon and shall inure to the benefit of the Parties’ successors and permitted
Neither Party may be held liable for its failure to perform hereunder, or for any loss or damage, due to
causes beyond its reasonable control, including governmental requirements, inability to obtain required export
licenses, work stoppages, fire, civil disobedience, embargo, war, terrorism, riots, rebellions, earthquakes,
strikes, floods, water and the elements, inability to secure equipment, raw materials or transport or similar
Unless the context clearly requires otherwise, (a) the singular shall be deemed to include the plural and
vice versa, (b) reference to any agreement, document or instrument shall be deemed to refer to such agreement,
document or instrument as may be amended or modified and in effect from time to time, (c) “hereunder”, “hereof”,
“hereto” and words similar thereto shall be deemed references to this Agreement as a whole and not to any
particular provision hereof, (d) the words “include” and “including” shall be deemed to mean “without limitation”
and shall be interpreted not to limit the generality of any description preceding such term, (e) with respect
to the determination of any period of time, “from” means “from and including” and “to” means “to but excluding”
and (f) any reference to a “Section” in this Agreement shall be construed as a reference to a section of this
Neither this Agreement nor any provision contained herein may be construed as creating or constituting a
partnership, joint venture or agency relationship between the Parties. The relationship created hereby
is strictly that of licensor and licensee. For the avoidance of doubt, neither Party has the power or
authority to, and no Party may, assume or create any obligation or responsibility on behalf of the other.
This Agreement shall be deemed fully and finally executed as soon as you click '[ACTIVATE ACCOUNT]' and any copy
hereof, together with evidence of your having done so, shall be deemed an original and all of which together
shall constitute a single instrument.