Last updated: October 3, 2025
This is the complete legal version of our Terms of Service. For an easier-to-read summary version, please visit our Easy Read Terms of Service.
These Terms of Service along with any other terms and policies referenced herein, and are incorporated herein by reference and form an integral part hereof, as amended from time to time ("Terms") constitute a legally binding agreement as of the Effective Date (as defined below), governing your access, use, registration and receipt of: (i) www.sourcesight.io, Belum.ai and any related website owned or operated by Belum Inc. ("Sites"); (ii) Belum Services (as defined below) through the Sites, cloud, a mobile application or through any other means; and/or (iii) SourceSight Services (as defined below) and any ancillary services or products provided in connection with the Services. These Terms are between Belum Inc. (a Delaware registered Corporation) ("Belum", "us", "we" or "our") and you, either individually, or on behalf of your employer or any other entity which you represent ("you" or "your"). Belum may use its affiliates and third party service providers to process and/or collect payment from you. In case you represent your employer or any other entity, you hereby represent that (i) you have full legal authority to bind your employer or such entity (as applicable) to these Terms; and (ii) after reading and understanding these Terms, you agree to these Terms on behalf of your employer or the respective entity (as applicable), and these Terms shall bind your employer or such entity (as the case may be). PLEASE NOTE THAT YOU ARE DEEMED AS AN AUTHORIZED REPRESENTATIVE OF YOUR EMPLOYER OR AN ENTITY (AS APPLICABLE): (I) IF YOU ARE USING YOUR EMPLOYER OR AN ENTITY'S EMAIL ADDRESS IN REGISTERING INTO THE SERVICE; OR (II) IF YOU ARE AN ADMIN (AS DEFINED BELOW).
AS ELABORATED IN SECTION 2 BELOW, THERE ARE VARIOUS TYPES OF USERS IN THE SERVICES, THUS, EXCEPT WHERE INDICATED OTHERWISE "YOU" SHALL REFER TO CUSTOMER AND ALL TYPES OF USERS. YOU ACKNOWLEDGE THAT THESE TERMS ARE BINDING, AND YOU AFFIRM AND SIGNIFY YOUR CONSENT TO THESE TERMS, BY EITHER: (I) CLICKING ON A BUTTON OR CHECKING A CHECKBOX FOR THE ACCEPTANCE OF THESE TERMS; OR (II) REGISTERING TO, USING OR ACCESSING THE SERVICES, ADDITIONAL SERVICES, SITES OR MOBILE APPLICATION, WHICHEVER IS EARLIER (THE DATE OF SUCH REGISTRATION OR ACCEPTANCE BEING THE "EFFECTIVE DATE").
IF YOU DO NOT AGREE TO COMPLY WITH, AND BE BOUND BY, THESE TERMS OR DO NOT HAVE AUTHORITY TO BIND YOUR EMPLOYER OR ANY OTHER ENTITY (AS APPLICABLE), PLEASE DO NOT ACCEPT THESE TERMS, OR ACCESS OR USE THE SERVICES OR THE SITES OR MOBILE APPLICATION.
The Belum and SourceSight cloud-based services include all features and functions made available through our Sites, including but not limited to, our supplier, engagement and task management tools, purchase request review and approval functionality, AI-powered supplier spend analysis and optimization platform, procurement intelligence tools, spend analytics dashboards, supplier performance monitoring, cost optimization recommendations, application programming interface ("API"), tools, and any ancillary or supplementary SourceSight products and services (including Upgrades (as defined below)), offered online and via a mobile application ("Services", "SourceSight", or "SourceSight Services").
Our Services utilize artificial intelligence, machine learning, and advanced analytics to analyze supplier data and spending patterns, and automate procurement processes. You acknowledge that: (i) AI-generated insights and recommendations are based on data analysis and algorithmic processing; (ii) while designed to be accurate and helpful, AI-generated content may contain errors, inaccuracies, or incomplete information; (iii) all AI-generated insights and recommendations should be reviewed, validated, and approved by qualified personnel before implementation of any business decisions; (iv) you are solely responsible for any business decisions made based on AI-generated content; and (v) our AI algorithms and machine learning models are continuously evolving and may produce different results over time.
We may add, modify or discontinue any feature, functionality or any other tool within any Services and/or Sites, at our own discretion and without notice, although reasonable efforts will be made to provide no less than thirty days notice should such modification be considered a discontinuation or diminishment of an existing feature.
You hereby acknowledge that your purchase of the Services and/or Third Party Services (as defined below) hereunder are not contingent on the delivery by us of any future release of any functionality, feature or service, including without limitation: (i) the continuance of certain Services or Additional Services (as defined below) beyond the current Subscription Term; (ii) the availability of Third Party Services, or (iii) dependency on any public comments we make, orally or in writing, regarding any future functionality, feature or service.
If you access and use the Sites and/or the Services, you represent and warrant that you are at least eighteen (18) years old. The Sites and/or Services are only intended for individuals aged eighteen (18) years or older and for business use. We reserve the right to request proof of age at any stage so that we can verify compliance with this paragraph.
To the extent you purchased an eligible enterprise tier subscription, you will be entitled, in relation to the Services, to priority support and an uptime commitment by Belum, if available, and in accordance with the Service Level Agreement, as may be updated from time to time.
Some Services may be subject to additional terms specific to such Services, feature or functionality therein as identified in the relevant Services when enabling such Services and/or as designated and available on the Specific Services Terms ("Specific Services Terms"). By accessing, enabling, using and/or purchasing any such Services subject to Specific Services Terms, such as the AI Analytics Terms and Conditions, Data Processing Agreement, or such other Services, you agree and acknowledge that such terms are binding and governing your use of such Services.
You may purchase and/or receive additional services, subject to and as set forth in the Additional Services Terms ("Additional Services"), as may be updated from time to time.
Customer is solely liable and responsible for understanding the settings, privileges and controls for the Services and for controlling whom Customer permits to become a User and what are the settings and privileges for such User, including without limitation, the right for a User to invite or add other Users (either paid or unpaid), the right to incur charges on the Account, the right to access, modify or share supplier data, spending analysis, etc. Customer is responsible for the activities of all of its Users, including Order Forms they may place and how Users use the Customer Data, even if those Users are not from Customer's organization or domain. Further, Customer acknowledges that any action taken by a User of Customer's Account, is deemed by us as an authorized action by Customer, hence Customer shall have no claim in this regard.
Customer Data is any data, file attachments, text, images, reports, personal data, supplier information, spend data, procurement records, or any other content, that is uploaded or submitted, transmitted or otherwise made available, to or through the Services by you or any User and is processed by us on Customer's behalf ("Customer Data"). For the avoidance of doubt, Anonymous Information (as defined below) is not regarded as Customer Data. Customer retains all right, title, interest and control, in and to the Customer Data, in the form submitted to the Services. Subject to these Terms, Customer grants us a worldwide, royalty-free, limited license to access, use, process, copy, distribute, perform, export, and display the Customer Data, and solely to the extent that reformatting Customer Data for display in the Services constitutes a modification or derivative work, the foregoing license also includes the right to make modifications and derivative works. The afore-mentioned license is hereby granted solely: (i) to provide and maintain the Services; (ii) to prevent or address technical, fraud or security issues and resolve support requests; (iii) to investigate when we have a good faith belief, or have received a complaint alleging, that such Customer Data is in violation of these Terms; (iv) to comply with a valid legal subpoena, request, or other lawful process; (v) to perform AI analysis and generate insights and recommendations; (vi) to improve, develop, and enhance the Services, our AI algorithms, and machine learning models, including training our models using Customer Data in anonymized or aggregated form; and (vii) as expressly permitted in writing by you.
You acknowledge that the Services are designed to analyze supplier information, spending patterns, procurement data, and related business intelligence. You represent and warrant that you have the necessary rights and permissions to upload and analyze such data through our Services, including any third-party supplier information contained within your Customer Data. You further acknowledge that the accuracy and completeness of AI-generated insights depend on the quality and accuracy of the Customer Data provided, and SourceSight makes no representations or warranties regarding the accuracy of Customer Data or insights derived from Customer Data or other sources.
You represent and warrant that: (i) you have or have obtained all rights, licenses, consents, permissions, power and/or authority, necessary to grant the rights granted herein, for any Customer Data that you submit, post or display on or through the Services; (ii) the Customer Data is in compliance with, and subject to, our Acceptable Use Policy; and (iii) the Customer Data you submit, your use of such Customer Data, and our use of such Customer Data, as set forth in these Terms, do not and shall not (a) infringe or violate any patents, copyrights, trademarks or other intellectual property, proprietary or privacy, data protection or publicity rights of any third party; (b) violate any applicable local, state, federal and international laws, regulations and conventions, including those related to data privacy and data transfer and exportation ("Laws"); (c) violate any of your or third party's policies and terms governing the Customer Data. Other than our security and data protection obligations expressly set forth in Section 6, we assume no responsibility or liability for Customer Data, and you shall be solely responsible for Customer Data and the consequences of using, disclosing, storing, or transmitting it. It is hereby clarified that Belum shall not monitor and/or moderate the Customer Data and there shall be no claim against Belum for not doing such.
You shall not submit to the Services any data that is protected under a special legislation and requires a unique treatment, including, without limitations, (i) categories of data enumerated in European Union Regulation 2016/679, Article 9(1) or any similar legislation or regulation in other jurisdiction; (ii) any protected health information subject to the Health Insurance Portability and Accountability Act ("HIPAA"), as amended and supplemented, or any similar legislation in other jurisdiction; and (iii) credit, debit or other payment card data subject to PCI DSS or any other credit card schemes, except where such data is necessary for legitimate procurement and supplier payment analysis, proper safeguards are in place, and you have obtained all required consents and authorizations. Notwithstanding the foregoing, basic business contact information, standard commercial terms, and typical procurement-related financial data may be included in Customer Data to the extent necessary for the proper functioning of the Services.
The Sites may have certain features that allow you to submit comments, information, and other materials publicly (collectively, "Public User Submissions") and share such Public User Submissions with other Users, or the public. By submitting Public User Submissions through the Sites, you grant us a license to access, use, copy, reproduce, process, adapt, publish, transmit, host, and display that Public User Submissions for any purpose, business, including without limitation, for publicizing and promoting Belum, SourceSight, the Services and/or the Sites and for any other lawful purpose, in any media format (e.g. in-print, websites. electronically, broadcast), and you hereby waive, or to the extent legally prohibited, assign to Belum, any moral rights in your Public User Submissions.
You acknowledge and agree that: (i) you have or have obtained all rights, licenses, consents, permissions, power and/or authority, necessary to grant the rights granted herein, for any Public User Submissions that you submit, post or display on or through the Services; (ii) we do not control, and are not responsible for, other content and/or submissions, posted on our Sites and/or Services by others; (iii) by using the Services and/or Sites, you may be exposed to content and/or submissions by other users or site visitors that is offensive, indecent, inaccurate, misleading, or otherwise unlawful; (iv) any Public User Submissions are submitted in accordance with, and subject to our Acceptable Use Policy.
The Services and Sites, inclusive of materials, such as software, API, apps framework, design, design system, text, editorial materials, informational text, documentation, photographs, illustrations, audio clips, video clips, artwork and other graphic materials, AI algorithms, machine learning models, training data, proprietary methodologies, analytical frameworks, and names, logos, trademarks and services marks (excluding Customer Data), any and all related or underlying know-how, technology, trade secrets, or intellectual property, and any modifications, enhancements or derivative works of the foregoing (collectively, "Belum Materials"), are the property of Belum and its licensors, and may be protected by applicable copyright, patent, trade secret, trademark, or other intellectual property laws and treaties. As between you and Belum, Belum retains all right, title and interest, including all intellectual property rights, in and to the Belum Materials.
Customer acknowledges and accepts that Belum has the right to use Customer's name and logo to identify Customer as a customer of Belum or as a User of the Services, on Belum's Sites, marketing materials or otherwise by public announcements, including, but not limited to, earning statements and calls, shareholder materials and similar announcements.
Subject to the terms and conditions of these Terms, and your compliance thereof, and specifically in strict compliance with our Acceptable Use Policy, we grant you a limited, worldwide, non-exclusive, non-transferable right to access and use the Services and Sites, during the applicable Subscription Term, solely for Customer's internal business purposes related to procurement, supplier management, and spend optimization.
Except as expressly permitted in these Terms, you may not, and shall not allow a User or any third party to: (i) give, sell, rent, lease, timeshare, sublicense, disclose, publish, assign, market, resell, display, transmit, broadcast, transfer or distribute any portion of the Services or the Sites to any third party, including, but not limited to your affiliates, or use the Services in any service bureau arrangement; (ii) circumvent, disable or otherwise interfere with security-related features of the Sites or Services or features that prevent or restrict use or copying of any content or that enforce limitations on use of the Services or Sites; (iii) reverse engineer, decompile or disassemble, decrypt or, attempt to derive the source code of, the Services or Sites, or any components thereof, including AI algorithms, machine learning models, training methodologies, or proprietary analytical frameworks; (iv) copy, modify, translate, patch, improve, alter, change or create any derivative works of the Services or Sites, or any part thereof; (v) take any action that imposes or may impose (at Belum's sole discretion) an unreasonable or disproportionately large load on the Belum infrastructure or infrastructure which supports the Sites or Services (vi) interfere or attempt to interfere with the integrity or proper working of the Services or Sites, or any related activities; (vii) remove, deface, obscure, or alter Belum's or any third party's identification, attribution or copyright notices, trademarks, or other proprietary rights affixed to or provided as part of the Services or Sites, or use or display logos of the Services or Sites without Belum's prior written approval; (viii) use the Services or Sites for competitive purposes, including to develop or enhance a competing service or product, or to train competing AI models or algorithms; or (ix) encourage or assist any third party (including other Users) to do any of the foregoing.
As a User of the Services and/or Sites, you may provide suggestions, comments, feature requests or other feedback to any of Belum Materials, the Services, the API and/or the Sites ("Feedback"). Such Feedback is deemed an integral part of Belum Materials, and as such, it is the sole property of Belum without restrictions or limitations on use of any kind. Belum may either implement or reject such Feedback, without any restriction or obligation of any kind. You (i) represent and warrant that such Feedback is accurate, complete, and does not infringe on any third party rights; (ii) irrevocably assign to Belum any right, title and interest you may have in such Feedback; and (iii) explicitly and irrevocably waive any and all claims relating to any past, present or future moral rights, artists' rights, or any other similar rights, worldwide, in or to such Feedback.
We may offer an API that provides additional ways to access and use the Services. Such API is considered a part of the Services, and its use is subject to all these Terms. Without derogating from Sections 5.1 through 5.4 hereof, you may only access and use our API for Customer's internal business purposes, in order to create interoperability and integration between the Services and other products, services or systems you and/or Customer use internally for procurement and supplier management. When using the API you should follow our relevant Developer Terms. We reserve the right at any time to modify or discontinue, temporarily or permanently, your and/or Customer's access to the API (or any part of it) with or without notice. The API is subject to changes and modifications, and you are solely responsible to ensure that your use of the API is compatible with the current version.
Belum implements reasonable security measures and procedures designed to assist in protecting your Customer Data. You can learn more on our security measures and procedures on our Security Page, as updated from time to time.
As a part of accessing or using the Services and the Sites, we may collect, access, use and share certain Personal Data (as defined in the Privacy Policy) from, and/or about you. Please read our Privacy Policy, which is incorporated herein by reference, for a description of such data collection and use practices.
By using the Services, Customer also accepts our Data Processing Addendum ("DPA"), which governs the Processing of Personal Data (as both terms are defined in the DPA) on Customer's behalf.
Notwithstanding any other provision of these Terms, we may collect, use and publish Anonymous Information (defined below) relating to, or generated by your use of the Services and/or Sites, and disclose it for the purpose of providing, operating, improving and publicizing our products and services, including the Sites and Services, and for other business purposes. "Anonymous Information" means information which does not enable identification of an individual or your oganization, such as de-identified, aggregated and/or analytics information. Belum owns all Anonymous Information collected or obtained by Belum. We may retain and continue to use Anonymous Information indefinitely, including after termination of these Terms.
The Services enables you to engage and procure certain third party services, products, apps and tools in connection with the Services, including, without limitation, third party applications and widgets offered via our integrations offering, or which you decide to connect through our API, as part of the Services (collectively, "Third Party Services"). This may include ERP systems, procurement platforms, financial management software, and supplier databases.
You acknowledge and agree that regardless of the manner in which such Third Party Services may be offered to you, we merely act as an intermediary platform between you and such Third Party Services, and we do not, in any way, endorse any such Third Party Services, or shall be in any way responsible or liable with respect to any such Third Party Services. Your relationship with such Third Party Services and any terms governing your payment for, and use of, such Third Party Services, including without limitation, the collection, processing and use of your data by such Third Party Services, are subject to a separate contractual arrangement between you and the provider of the Third Party Services ("Third Party Agreement"). We are not a party to, or responsible, in any manner, for the compliance by you or by the provider of the Third Party Services with the Third Party Agreement.
Through the Services you may enable integrations with your Account, including procurement systems or Services within your Account (or a portion thereof), with Third Party Services, which will allow an exchange, transmission, modification or removal of data between us and the Third Party Services, including without limitation, the Customer Data, the scope of which is determined by the applicable actions set by such integration. You hereby acknowledge that any access, collection, transmission, processing, storage or any other use of data, including the Customer Data, by a Third Party Services, is governed by the Third Party Agreement, including any applicable privacy policy, and Belum is not responsible for any access, collection, transmission, processing, storage or any other use of data, including the Customer Data, by the Third Party Services or for such Third Party Services privacy and security actions, inactions or general practices.
Both Belum and Third Party Services may impose, each at its sole discretion, additional conditions or limitations on your access and use of certain Third Party Services, including without limitation, imposing a limited quota on the number of actions or other uses (as the case may be). Such additional conditions or limitations shall be indicated wherever relevant within the Services or the Third Party Services or otherwise notified to you or to any other relevant User of the Account.
Third Party Services may be offered free of charge or for a certain fee, either charged directly by the Third Party Services or by Belum. Wherever Third Party Services require payment, it shall be indicated to you, unless such fee is included within the Fees for the Services.
Customer acknowledges that Belum and any Third Party Services, may change the fees for the Third Party Services from time to time, including imposing a new charge on a Third Party Services that was provided for free.
Each Belum and the Third Party Services reserves the right to discontinue the use or suspend the availability of any Third Party Services, for any reason and with no obligation to provide any explanation or notice. Such discontinuation may result in the inability to utilize certain features and actions of the Third Party Services along with our Services.
The Sites, Services and/or any Third Party Services may contain links to third party websites that are not owned or controlled by us ("Links"). You acknowledge that we have no control over, and assume no responsibility for the content, privacy policies, or practices of, any third party websites.
BELUM BEARS NO RESPONSIBILITY AND/OR LIABILITY FOR ANY LINKS OR THIRD PARTY SERVICES, INCLUDING WITHOUT LIMITATION, SUCH THIRD PARTY SERVICES' OPERABILITY OR INTEROPERABILITY WITH OUR SERVICES, SECURITY, ACCURACY, RELIABILITY, DATA PROTECTION AND PROCESSING PRACTICES AND THE QUALITY OF ITS OFFERINGS, AS WELL AS ANY ACTS OR OMISSIONS BY THIRD PARTIES.
The Services may be purchased via an order form, e.g. a sales order, purchase document or any other instrument as determined by us, which shall be completed and placed either online, in-product, offline, or in any other form designated by us ("Order Form"). Such Order Form will list, at a minimum, the Services ordered, the associated fees, the subscription plan and term, as applicable.
Unless stated otherwise in an Order Form, the Services are provided on a subscription basis for the subscription term specified in the Order Form, in accordance with the respective subscription plan, as applicable, purchased under such Order Form "Subscription Term" and "Subscription Plan", respectively, and collectively the "Subscription").
In consideration for the provision of the Services (except for Trial Services), Customer shall pay us the applicable fees, as set forth in the applicable Order Form ("Fees"). Unless indicated otherwise, Fees are stated in US dollars. Customer hereby authorizes us, either directly or through our payment processing service or our affiliates, to charge such Fees via Customer's selected payment method, upon due date or shall otherwise remit payment to Belum upon the due date.
The Fees are exclusive of any and all taxes (including without limitation, value added tax, sales tax, use tax, excise, goods and services tax, etc.), levies, or duties, which may be imposed in respect of these Terms and the purchase or sale, of the Services hereunder ("Taxes").
Customer may upgrade and/or enhance its Services by either: (i) adding Users; (ii) upgrading to a higher type of Subscription Plan; (iii) adding additional services, products, Add-Ons, features or functionalities; and/or (iv) upgrading to a longer Subscription Term (collectively, "Upgrades").
Customer acknowledges that unless it disabled these options: (i) Users within the same email domain may be able to automatically join the Account; and (ii) Users within Customer's Account may invite other persons to be added to the Account as Users (collectively, "Users Increase").
We shall have the right, including without limitation where we, at our sole discretion, believe that Customer and/or any of its Users, have misused the Services or otherwise use the Services in an excessive manner compared to the anticipated standard use, to offer the Services in different pricing and/or impose additional fees or other restrictions. "Excessive usage" includes, but is not limited to: (i) processing data volumes that exceed 150% of the average usage for your subscription tier in any given month; (ii) making API calls that exceed the documented rate limits by more than 200% in any 24-hour period; (iii) using automated tools or scripts to extract large volumes of data; (iv) using the Services in a manner that significantly degrades performance for other users; or (v) attempting to circumvent usage limitations through any means.
As part of registering, or submitting billing information, to the Services, Customer agrees to provide us with updated, accurate and complete billing information, and Customer authorizes us to charge, request and collect payment from Customer's payment method or designated banking account.
In order to ensure that Customer will not experience any interruption or loss of services, Customer's Subscription includes an automatic renewal option by default. Accordingly, unless Customer cancels its Subscription prior to its expiration, the Subscription to the underlying Services will automatically renew upon the end of the then applicable Subscription Term.
We may adjust usage or API limits. For paid plans, any material reduction takes effect after at least ten (10) days' notice (unless required sooner for security, legal, or system integrity). We may throttle or temporarily suspend excessive use to protect platform stability.
We may adjust plans and pricing from time to time, at our sole discretion. We will communicate such changes to the registered admins in advance of renewal.
Unless otherwise specified in these Terms, fees paid are non-refundable and quantities purchased cannot be decreased during the relevant subscription term.
Certain Services may be non-refundable. In such event we will identify such Services as non-refundable, and Customer shall not be entitled, and we shall not be under any obligation, to terminate the Services and give a Refund.
If, at any time, we record a decline, chargeback or other rejection of a charge of any due and payable Fees ("Chargeback"), this will be considered as a breach of Customer's payment obligations hereunder, and Customer's use of the Services may be suspended, disabled or terminated at Belum's discretion.
We may offer, from time to time, part or all of our Services on a free, no-obligation trial and/or in connection with a free Subscription Plan to the Services for a limited duration and with limited functionality ("Trial Services"). The term of the Trial Services shall be as communicated to you within the Services, in an Order Form or separately in writing by Belum.
Note that we may offer, from time to time, certain Services or parts thereof as Alpha or Beta versions ("Pre-Released Services") and we use best endeavors to identify such Pre-Released Services as such. Pre-Released Services are Services that are still under development, and as such they may be inoperable or incomplete, and may contain bugs, suffer disruptions and/or not operate as intended and designated, more than usual.
The Trial Services and Pre-Released Services are governed by these Terms, provided that notwithstanding anything in these Terms or elsewhere to the contrary, in respect of Trial Services and Pre-Released Services (i) such services are licensed hereunder on an "As-Is", "With All Faults" "As Available" basis, with no representations and/or warranties, express or implied, of any kind; (ii) the indemnity undertaking by us set forth in Section 16.2 herein shall not apply; and (iii) IN NO EVENT SHALL THE TOTAL AGGREGATE LIABILITY OF BELUM, ITS AFFILIATES OR ITS THIRD PARTY SERVICE PROVIDERS, UNDER, OR OTHERWISE IN CONNECTION WITH, THESE TERMS (INCLUDING THE SITES, THE SERVICES AND THE THIRD PARTY SERVICES), EXCEED US $100.
These Terms are in full force and effect, commencing upon the Effective Date, until the end of all Subscriptions to the Services underlying the Account, either paid or unpaid, unless terminated otherwise in accordance with these Terms.
Either Customer or us may terminate the respective Services and these Terms, as applicable, upon written notice, in case that the other party (a) is in material breach of these Terms and to the extent, curable, fails to cure such breach, within a reasonable cure period, which shall not be less than 10 days following a written notice from by the non-breaching party; or (b) ceases its business operations or becomes subject to insolvency proceedings and the proceedings are not dismissed within 45 days.
Customer may terminate its Subscription to the Services by canceling the Services and/or deleting the Account, whereby such termination shall not derogate from Customer's obligation to pay applicable Fees except where such termination is made within the Refund Period.
Upon termination or expiration of these Terms, Customer's Subscription and all rights granted to you hereunder shall terminate. It is Customer's sole liability to export the Customer Data prior to such termination or expiration. Following termination, we will delete Customer Data within ninety (90) days, except: (i) Anonymous Information, which we may retain indefinitely; (ii) data required to be retained for legal compliance purposes; (iii) data necessary for dispute resolution; and (iv) backup copies in our standard data retention systems, which will be deleted within one (1) year. We may continue to use and retain Anonymous Information derived from Customer Data after termination for the purposes described in Section 6.4.
Certain sections of these Terms which by their nature are intended to survive, shall survive the termination or expiration of these Terms, and continue to be in force and effect in accordance with their applicable terms. Sections that survive include: 3.1 (Data license), 5.1 (Our Intellectual Property), 5.5 (Feedback), 6.4 (Anonymous Information), 12 (Confidentiality), 13 (Warranty Disclaimer), 14 (Limitation of Liability), 16 (Indemnification), and 21 (Governing Law and Jurisdiction).
Without derogating from our termination rights above, we may decide to temporarily suspend the Account and/or a User Profile (including any access thereto) and/or our Services, in events where we believe you are using the Services in a manner that may impose a security risk, may cause harm, in breach of these Terms or applicable Law, or payment obligations are overdue.
In connection with these Terms and the Services, each party may disclose non-public business, product, technology and marketing information, including without limitation, customers lists and information, know-how, software and any other non-public information that is either identified as such or should reasonably be understood to be confidential ("Confidential Information"). Customer Data is regarded as Customer's Confidential Information, and our Site, Services, inclusive of their underlying technology, AI algorithms, machine learning models, training methodologies, proprietary analytical frameworks, and trade secrets, are regarded as our Confidential Information.
The Receiving Party will (i) take at least reasonable measures to prevent the unauthorized disclosure or use of Confidential Information, and limit access to those employees, affiliates, service providers and agents, on a need to know basis and who are bound by confidentiality obligations; and (ii) not use or disclose any Confidential Information to any third party, except as part of its performance under these Terms.
Confidential Information may be disclosed pursuant to the order or requirement of a court, administrative agency or other governmental body; provided, however, that to the extent legally permissible, the Receiving Party shall make best efforts to provide prompt written notice of such court order or requirement to the Disclosing Party.
EXCEPT AS EXPRESSLY SET FORTH IN THESE TERMS, WE MAKE NO REPRESENTATIONS AND/OR WARRANTIES AND TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW:
THE SITES AND THE SERVICES ARE PROVIDED ON AN "AS IS", "WITH ALL FAULTS" AND "AS AVAILABLE" BASIS, AND WITHOUT WARRANTIES OF ANY KIND. WE AND OUR AFFILIATES, SUBCONTRACTORS, AGENTS AND VENDORS, HEREBY DISCLAIM ANY AND ALL REPRESENTATIONS AND WARRANTIES OF ANY KIND, INCLUDING WITHOUT LIMITATION, REPRESENTATIONS AND/OR WARRANTIES OF MERCHANTABILITY, FUNCTIONALITY, TITLE, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT, WHETHER EXPRESS, IMPLIED OR STATUTORY.
WE AND OUR VENDORS DO NOT WARRANT THAT THE SERVICES AND SITES WILL BE UNINTERRUPTED, TIMELY, SECURED, ERROR FREE, THAT DATA WILL NOT BE LOST, THAT DEFECTS WILL BE CORRECTED, OR THAT THE SITES AND/OR SERVICES ARE FREE FROM VIRUSES OR OTHER HARMFUL CODE.
WE DO NOT WARRANT THAT OUR SERVICES AND SITES ARE COMPLETE, ACCURATE, OF ANY CERTAIN QUALITY, RELIABLE, SUITABLE FOR, OR COMPATIBLE WITH, ANY OF YOUR CONTEMPLATED ACTIVITIES, OR THAT AI-GENERATED INSIGHTS AND RECOMMENDATIONS WILL BE ERROR-FREE, WILL ACHIEVE PARTICULAR BUSINESS RESULTS, OR WILL BE FREE FROM ALGORITHMIC BIAS OR LIMITATIONS. AI-GENERATED CONTENT IS PROVIDED FOR INFORMATIONAL PURPOSES ONLY AND SHOULD NOT BE RELIED UPON AS THE SOLE BASIS FOR BUSINESS DECISIONS.
WE DO NOT WARRANT THE ACCURACY, COMPLETENESS, OR RELIABILITY OF ANY CUSTOMER DATA OR THIRD-PARTY DATA SOURCES, AND WE DISCLAIM ALL LIABILITY FOR INSIGHTS OR RECOMMENDATIONS BASED ON INACCURATE, INCOMPLETE, OR OUTDATED DATA.
NOTWITHSTANDING ANYTHING IN THESE TERMS OR ELSEWHERE TO THE CONTRARY AND TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW:
IN NO EVENT SHALL EITHER PARTY HERETO AND ITS AFFILIATES, SUBCONTRACTORS, AGENTS AND VENDORS, BE LIABLE UNDER, OR OTHERWISE IN CONNECTION WITH THESE TERMS FOR ANY INDIRECT, EXEMPLARY, SPECIAL, CONSEQUENTIAL, INCIDENTAL OR PUNITIVE DAMAGES; ANY LOSS OF PROFITS, COSTS, ANTICIPATED SAVINGS; ANY LOSS OF, OR DAMAGE TO DATA, USE, BUSINESS, REPUTATION, REVENUE OR GOODWILL; THE FAILURE OF SECURITY MEASURES AND PROTECTIONS; BUSINESS DECISIONS MADE BASED ON AI-GENERATED INSIGHTS OR RECOMMENDATIONS; OR DATA BREACHES OR UNAUTHORIZED ACCESS TO THIRD-PARTY SYSTEMS OR DATA SOURCES.
EXCEPT FOR THE INDEMNITY OBLIGATIONS OF EITHER PARTY UNDER SECTION 16, YOUR PAYMENT OBLIGATIONS HEREUNDER OR BREACH OF OUR ACCEPTABLE USE POLICY, IN NO EVENT SHALL THE TOTAL AGGREGATE LIABILITY OF EITHER PARTY, ITS AFFILIATES, SUBCONTRACTORS, AGENTS AND VENDORS, UNDER, OR OTHERWISE IN CONNECTION WITH, THESE TERMS, EXCEED THE TOTAL AMOUNT OF FEES ACTUALLY PAID BY YOU DURING THE 12 CONSECUTIVE MONTHS PRECEDING THE EVENT GIVING RISE TO SUCH LIABILITY.
Except as expressly stated in these Terms, we make no representations or warranties that your use of the Services is appropriate in your jurisdiction. You are responsible for your compliance with any local and/or specific applicable Laws, as applicable to your use of the Services.
You hereby acknowledge and confirm that the limitations of liability and warranty disclaimers contained in these Terms are agreed upon by you and us and we both find such limitations and allocation of risks to be commercially reasonable and suitable for our engagement hereunder.
Customer hereby agrees to indemnify, defend and hold harmless Belum and its affiliates, officers, directors, employees and agents from and against any and all claims, damages, obligations, liabilities, losses, reasonable expenses or costs incurred as a result of any third party claim arising from (i) Customer's and/or any of its Users', violation of these Terms or applicable Law; (ii) Customer Data, including the use of Customer Data by Belum and/or any of its subcontractors, infringes or violates, any third party's rights; (iii) any business decisions made by Customer based on AI-generated insights or recommendations; or (iv) Customer's integration or use of Third Party Services.
Belum hereby agrees to defend Customer in and against any third party claim or demand against Customer, alleging that Customer's authorized use of the Services infringes or constitutes misappropriation of any third party's copyright, trademark or registered US patent ("IP Claim"), and we will indemnify Customer and hold Customer harmless against any damages and costs finally awarded on such IP Claim by a court of competent jurisdiction. If an IP Claim arises, we may, at our option and expense: (a) modify or replace the affected Services to be non-infringing while substantially equivalent; (b) procure the necessary rights; or (c) terminate the affected Services and refund any pre-paid, unused Fees for the terminated portion of the Subscription Term.
The defense and indemnification obligations of the indemnifying party under this Section 16 are subject to: (i) the indemnified party promptly providing a written notice of the claim; (ii) the indemnifying party being given immediate and exclusive control over the defense and/or settlement of the claim; and (iii) the indemnified party providing reasonable cooperation and assistance in the defense and/or settlement of such claim.
Our Services includes third party codes and libraries that are subject to third party open source license terms ("Open Source Code" and "Open Source Terms", respectively). Some of such Open Source Terms determine that to the extent applicable to the respective Open Source Code licensed thereunder, such terms prevail over any conflicting license terms, including these Terms.
The Services may be subject to U.S. or foreign export controls, Laws and regulations ("Export Controls"), and you acknowledge and confirm that: (i) you are not located or use, export, re-export or import the Services in or to, any person, entity, organization, jurisdiction or otherwise, in violation of the Export Controls; (ii) you are not identified on a list of prohibited or restricted persons or otherwise the target of U.S. sanctions; and Customer is solely responsible for complying with applicable Export Controls and sanctions.
Occasionally, we may make changes to these Terms for valid reasons, such as adding new functions or features to the Services, technical adjustments, typos or error fixing, for legal or regulatory reasons or for any other reasons as we deem necessary, at our sole discretion. When we make material changes to these Terms, we'll provide Customer with notice as appropriate under the circumstances.
If Customer is part of a U.S. Government agency, department or otherwise, either federal, state or local ("Government Customer"), then Government Customer hereby agrees that the Services under these Terms qualifies as "Commercial Computer Software" and "Commercial Computer Software Documentation", within the meaning of Federal Acquisition Regulation ("FAR").
These Terms and any action related thereto will be governed and interpreted by and under the laws of the State of New York without giving effect to any conflicts of laws principles that require the application of the law of a different jurisdiction. Courts of competent jurisdiction located in New York, NY shall have the sole and exclusive jurisdiction and venue over all controversies and claims arising out of, or relating to, these Terms.
WHERE PERMITTED UNDER APPLICABLE LAW, YOU AND BELUM AGREE THAT EACH PARTY MAY BRING CLAIMS AGAINST THE OTHER PARTY ONLY IN YOUR OR ITS INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE ACTION.
To the extent permitted under applicable Law, you and Belum hereby irrevocably agree to mandatory binding arbitration for any dispute, claim, or controversy between you and us arising in connection with, or relating in any way to, these Terms.
Any heading, caption or section title contained herein is provided only for convenience, and in no way alters and/or amend the provisions within the Terms nor shall it legally bind us in any way. These Terms are written in English.
Neither we nor you will be liable by reason of any failure or delay in the performance of its obligations on account of events beyond the reasonable control of a party, which may include denial-of-service attacks, interruption or failure of the internet or any utility service, failures in third-party hosting services, AI model failures or interruptions, third-party data source outages, strikes, shortages, riots, fires, acts of God, war, terrorism, and governmental action.
The parties are independent contractors. These Terms and the Services provided hereunder, do not create a partnership, franchise, joint venture, agency, fiduciary or employment relationship between the parties.
We shall use your contact details that we have in our records, in connection with providing you notices, subject to this Section 22.4. Our contact details for any notices are: Belumn Inc. at legal@belum.ai.
These Terms, and any and all rights and obligations hereunder, may not be transferred or assigned by you without our written approval, provided that you may assign these Terms to your successor entity or person, resulting from a merger, acquisition, or sale of all or substantially all of your assets or voting rights. We may assign our rights and/or obligations hereunder and/or transfer ownership rights and title in the Services to a third party without your consent or prior notice to you.
These Terms shall be enforced to the fullest extent permitted under applicable Law. If any provision of these Terms is held by a court of competent jurisdiction to be contrary to law, the provision will 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.
No failure or delay by either party in exercising any right under these Terms will constitute a waiver of that right. No waiver under these Terms will be effective unless made in writing and signed by an authorized representative of the party being deemed to have granted the waiver.
You acknowledge and agree that you do not rely on, and shall have no remedy in respect of, any statement, warranty and/or representation made by us or any other person on our behalf except as expressly set out in these Terms or an Order Form.
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