End User License Agreement and Terms of Service
Last updated: October 26, 2017
Please read this End User License Agreement and Terms of Service (this “EULA”) carefully as this EULA constitutes a binding contract between you, an individual user (“you”) and BMS Books, LLC. (“BMS”) governing your use of the BMS website found at http://bmsbooks.net (“Website”), any mobile applications (each an “App”), or other Internet services under BMS’s control and used to provide BMS’s services to you (the Website, Apps, and those Internet services are, collectively, the “Services”). By clicking on “I accept” on the sign-up page, installing the App, or otherwise accessing or using the Services, you have read, understood, and agree to be bound by and comply with the terms and conditions of this EULA. If you are using the Services on behalf of an entity, partnership, or other organization, then you represent and warrant that you: (i) are an authorized representative of that entity with the authority to bind that entity to this EULA, and (ii) agree to be bound by this EULA on behalf of that entity. If you do not agree, Customer (as defined below) is not permitted to use the Services.
- “Customer” means you or, if you are using the Service on behalf of a company, entity, or organization, the entity, partnership or organization on whose behalf you are utilizing the Services.
- “Party” means either Customer or BMS and “Parties” means both Customer and BMS.
- “Recipient” means a Customer who is an accountant, accounting firm, or other third party whose clients include BMS customers. Recipients access the Services in accordance with this Agreement for the purposes of obtaining, with their clients’ authorization, Customer Data about such clients to provide them services.
- “Representative” means a representative of Customer, including an accountant, accounting firm, or other third party, to whom Customer provides (or for whom Customer authorizes BMS to provide) access to Customer’s Data stored via the Services for the purpose of providing Customer professional services.
- “Sign-up” means the on-line sign-up process on BMS’s website.
Subscribing to the Service; Eligibility.
Customer subscribes for the Services by selecting them from the options available during Sign-up. In the event of any conflict between this EULA and the information provided during Sign-up, this EULA shall control. Customer and all Customer Personnel (as defined below) must be at least 18 years of age to use the Services. By agreeing to this EULA, you represent and warrant to BMS that: (a) you are at least 18 years of age; (b) you have not previously been suspended or removed from the Services; and (c) your registration and your use of the Services is in compliance with all applicable laws and regulations.
- Internet Connectivity; Disclaimer. BMS may make the Services available for access via the Internet. Customer shall provide, at Customer’s own expense, all necessary hardware, applications and Internet connectivity necessary to access the Services. Customer acknowledges that the Internet is known to be unpredictable in performance, unsecure and may, from time to time, impede access to the Services or performance hereunder. Customer agrees that BMS is not in any way responsible for any interference with Customer’s use of or access to the Services or security breaches arising from or attributable to the Internet and Customer waives any and all claims against BMS in connection therewith.
- Limitations. Customer agrees that it will not, and it will not permit any Customer Personnel or any other party to: (i) permit any party to access or use the Services other than the Customer Personnel authorized under this EULA; (ii) modify, adapt, alter or translate any software underlying the Services, except as expressly allowed hereunder; (iii) sublicense, lease, rent, loan, distribute, or otherwise transfer the Service to any third party; (iv) except if, and solely to the extent that, such a restriction is impermissible under applicable law, reverse engineer, decompile, disassemble, or otherwise derive or determine or attempt to derive or determine the source code (or algorithms, structure or organization) of any software underlying the Services; (v) use or copy the any software underlying the Services except as expressly allowed hereunder; (vi) conduct or promote any illegal activities while using the Services; (vii) use the Services to generate unsolicited email advertisements or spam; (viii) use the Services to stalk, harass or harm another individual; (ix) use any high volume automatic, electronic or manual process to access, search or harvest information from the Services (including without limitation robots, spiders or scripts); (x) except if, and solely to the extent that, such a restriction is impermissible under applicable law, interfere in any way with the proper functioning of the Services or interfere with or disrupt any servers or networks connected to the Services, or disobey any requirements, procedures, policies or regulations of networks connected to the Services; (xi) attempt to gain access to secured portions of the Services to which it does not possess access rights; (xii) upload or transmit any form of virus, worm, Trojan horse, or other malicious code; (xiii) use any robot, spider, other automatic device, or manual process to extract, “screen scrape”, monitor, “mine”, or copy any static or dynamic web page on the Services or the content contained on any such web page for commercial use without our prior express written permission; (xiv) impersonate any person or entity, or otherwise misrepresent its affiliation with a person or entity; (xv) mirror or frame the Services or any content, place pop-up windows over its pages, or otherwise affect the display of its pages; or (xvi) publicly display or publicly perform any part of the Services. Customer may not use the Services for any purpose other than a purpose for which the Services are expressly designed. If Customer is prohibited under applicable law from using the Services, Customer may not use them.
- Suspension of Access. In addition to any other suspension or termination rights of BMS pursuant to this EULA, certain circumstances may require BMS to suspend or terminate (where appropriate), as determined in BMS’s discretion, Customer’s access to and/or use of, or otherwise modify, the Services and/or any component thereof, without notice in order to: (i) prevent damages to, or degradation of the integrity of, BMS’s Internet network; (ii) comply with any law, regulation, court order, or other governmental request or order; or (iii) otherwise protect BMS from potential legal liability or harm to its reputation or business. BMS will use commercially reasonable efforts to notify Customer of the reason(s) for such suspension or termination action as soon as reasonably practicable. Nothing contained in this EULA will be construed to limit BMS’s actions or remedies or act as a waiver of BMS’s rights in any way with respect to any of the foregoing activities. BMS will not be responsible for any loss or damages incurred by Customer as a result of any termination or suspension of access to or use of the Services.
Reservation of Rights.
- BMS. BMS expressly reserves all rights in the Services and all other materials provided by BMS hereunder not specifically granted to Customer. It is acknowledged that all right, title and interest in the Services and all other materials provided by BMS hereunder, any update, adaptation, translation, customization or derivative work thereof, and all intellectual property rights therein will remain with BMS (or third party suppliers, if applicable) and that the Services and all other materials provided by BMS hereunder are licensed on a subscription basis and not “sold” to Customer. BMS reserves the right, in its sole discretion, to change, modify, add, or remove portions of the Services. Certain of the names, logos, trademarks, trade names, service marks, content, visual interfaces, interactive features, information, compilation, computer code, products, services, and other materials displayed on the Services (“BMS Materials”), are protected by copyright, trade dress, patent, and trademark laws of the United States, Canada, and other jurisdictions, international conventions, and all other relevant intellectual property and proprietary rights, and applicable laws. As between Customer and BMS, all BMS Materials, including intellectual property rights therein and thereto, are the sole and exclusive property of BMS or its subsidiaries or affiliated companies and/or its third-party licensors. Customer is not authorized to use, sell, license, distribute, copy, modify, publicly perform or display, transmit, publish, edit adapt, or create derivative works from any such BMS Materials except as expressly authorized hereunder. Customer shall not acquire any right, title, or interest to the BMS Materials, whether by implication, estoppel, or otherwise, except for the limited rights set forth in this EULA, and any goodwill associated therewith shall ensure solely to BMS, or its subsidiaries or affiliated companies and/or its third-party licensors, as applicable. Any use of third party software or services in connection with the Services will be governed by such third parties’ licenses or terms of service and not by this EULA and may be subject to separate fees, including, without limitation, your mobile network operator’s fees, including fees charged for data usage and overage, which are Customer’s sole responsibility.
Customer. Customer expressly reserves all rights in any information, records, files or other data that Customer (or Customer Personnel) loads, enters into, or otherwise makes available to BMS or the Services and all results from processing such data, including compilations, and derivative works thereof (the “Customer Data”), except that Customer grants BMS a perpetual, non-exclusive, world-wide, royalty free, fully sublicenseable, fully paid-up license to use, reformat, modify, display, perform, reproduce, and create derivative works of the Customer Data: (i) in providing the Services to Customer or (ii) in connection with BMS’s internal business purposes. Unless specifically agreed in writing, each Party’s rights under this clause extend to any update, adaptation, translation, customization or derivative work of Customer Data, made under this EULA.
- Feedback. In the event that Customer provides BMS any ideas, thoughts, criticisms, suggested improvements or other feedback related to the Services (collectively “Feedback”), Customer agrees that BMS may use the Feedback to modify the Services and that Customer will not be due any compensation, including any royalty related to the product or service that incorporates the Feedback. Customer hereby grants BMS a worldwide, royalty-free, fully paid, perpetual, irrevocable license to use, reproduce, modify, translate, distribute, perform, display, import, sell, offer for sale, make, have made and otherwise exploit the Feedback in any form, media, or technology, whether now known or hereafter developed, and to allow others to do the same. This is true whether Customer provides the Feedback on the Services or through any other method of communication with BMS.
- Responsibility. Customer has sole responsibility for the accuracy, appropriateness and completeness of all Customer Data. BMS will use the Customer Data it is provided in performing the Services and is not responsible for reviewing, validating or otherwise confirming the accuracy, appropriateness or completeness of Customer Data.
- Restrictions. Customer agrees not to upload or transmit any Customer Data: (i) that Customer does not have the lawful right to copy, transmit, distribute, and display (including any Customer Data that would violate any confidentiality or fiduciary obligations that Customer might have with respect to the Customer Data); (ii) for which Customer does not have the consent or permission from the owner of any personally identifiable information contained in the Customer Data; (iii) that infringes, misappropriates or otherwise violates any intellectual property or other proprietary rights or violates any privacy rights of any third party (including, without limitation, any copyright, trademark, patent, trade secret, or other intellectual property right, or moral right or right of publicity); (iv) that is false or misleading; (v) that is defamatory, obscene, or offensive; (vi) that violates, or encourages any conduct that would violate, any applicable law or regulation or would give rise to civil or criminal liability; or (vii) that contains any viruses, Trojan horses, spyware. malware, worms, time bombs, cancelbots, or other disabling devices or other harmful component intended to damage, detrimentally interfere with, surreptitiously intercept or expropriate any system, data or personal information.