Legal Notices

Terms and Conditions

Effective November 5, 2025
Last Updated February 1, 2026

Please note that these Terms and Conditions apply to all Order Documents executed on or after November 5, 2025 and upon any renewal, upgrade, or Service purchase made on or after November 5, 2025. These Terms and Conditions were updated on February 1, 2026 in accordance with Section 17 (Modifications).

These BevLogic Terms and Conditions located at https://bevlogic.com/legal/#terms (these “Terms”), together with any applicable Order Document(s) (collectively, the “Agreement”), constitute a binding agreement between BevLogic (as defined in Section 1), and Customer (each, a “Party”) under which BevLogic provides Customer access to BevLogic’s Services. Customer accepts and agrees to be bound by the Agreement by executing an Order Document or by using BevLogic’s Services.

1. Definitions

Unless otherwise defined in the Agreement, capitalized terms have the following meaning:

1. “Acceptable Use Policy” means BevLogic’s Acceptable Use Policy available at https://bevlogic.com/legal/#acceptable-use-policy.
2. “Affiliate” means an entity that controls, is controlled by, or is under common control with a Party. For this definition, “control” means direct or indirect ownership of more than 50% of the voting interests of the subject entity.
3. “Applicable Laws” means all applicable local, state, provincial, federal, and international laws and regulations.
4. “Authorized User”means any Representative or other person or entity acting on Customer’s behalf who is authorized by Customer to use the Services and who has been supplied with access to the Services either by Customer or by BevLogic at Customer’s written request.
5. “BevLogic” means BevLogic, Inc., a Delaware corporation.
6. “BevLogic Property” means BevLogic’s Confidential Information, BevLogic products, BevLogic Services, BevLogic documentation, and all BevLogic Technology, platforms, methodologies, processes, techniques, ideas, concepts, inventions, designs, tools, trade secrets, and know-how, and any modifications, improvements, or derivative works of the foregoing.
7. “BevLogic Technology” means the technology and Intellectual Property used in providing the products and services offered by BevLogic, including computer software programs, websites, networks, and equipment. BevLogic Technology does not include Third-Party Applications.
8. “Content” means any information provided by BevLogic through its services, including, for example, tax forms, laws, explanations, answers, matrices, rates, rules, fees, ontologies, taxonomies, decision trees, history and changes, tax code mappings, data schemas, reports, taxing jurisdiction boundary information, information about exemption certificates, information about applicable regulations, responses to questions posed, and anything provided through a custom library and/or through a customized research engagement.
9. “Customer” means the legal entity that executes an Order Document or uses the Services.
10. “Customer Data” means any information, including Personal Information, uploaded, provided, or made accessible to BevLogic’s production or sandbox systems by Customer or Authorized Users (or by BevLogic on behalf of Customer) to use the Services or receive Professional Services output that is returned by the Professional Services to Customer.
11. “Customer Materials” means all Customer Data, information, data, materials, software, and hardware reasonably required for BevLogic to perform the Professional Services.
12. “Customer Property” means Customer’s Confidential Information (as defined in Section 14 (Confidential Information) below), Customer Materials, and any third-party data and third-party account information provided by Customer to BevLogic.
13. “Documentation” means BevLogic’s user guides, training manuals, instructions, usage information, and other similar documentation, as updated or revised by BevLogic from time to time, that BevLogic provides to Customer (i) within the Service or (ii) at a website that BevLogic may designate from time to time.
14. “Expenses” means any reasonable, preapproved expenses described in an Order Document or otherwise as being reimbursable to BevLogic by Customer, that BevLogic actually incurs while providing Customer the Services. BevLogic’s reimbursable Expenses include (as applicable) postage fees, wire transfer fees, and other out-of-pocket administrative costs.
15. “Intellectual Property”means all trade secrets, Inventions, patents and patent applications, trademarks and service marks (whether registered or unregistered and including any goodwill acquired in such marks), trade names, trade dress, copyrights, moral rights, rights in Inventions, and all other intellectual property and proprietary rights (whether registered or unregistered, any application for the foregoing, and all rights to enforce the foregoing), and all other equivalent rights that may exist anywhere in the world.
16. “Invention” means any work of authorship, invention, know-how, device, design, algorithm, method, process, improvement, concept, idea, expression, or discovery, whether or not copyrightable or patentable and whether or not reduced to practice.
17. “Order Document” means a Sales Order, Services Schedule, or other document used to purchase Services or Professional Services from BevLogic.
18. “Personal Information” means any information that relates to an identified or identifiable natural person or that reasonably could be used to identify that person, or other data or information defined as personal information under Applicable Laws.“
19. Professional Services” means services supplemental to the Services, including professional consulting services, to be performed for Customer by BevLogic’s employees or contractors, as specified in the applicable Order Document.
20. “Representative” means a director, officer, employee, consultant, advisor, representative, or agent of the subject party.
21. “Sales Order” means BevLogic’s sales order form that describes the Services, Professional Services, and support plans ordered by Customer and the fees, certain Expenses, and other specified terms.
22. “Service(s)” means the BevLogic service offering(s) specified in the applicable Order Document.“
23. Services Results” means all deliverables, work product, designs, methodologies, processes, techniques, ideas, concepts, inventions, designs, tools, trade secrets, and know-how, and any modifications, improvements, or derivative works of the foregoing, resulting from the Professional Services, including any intellectual property rights therein.“
24. Services Schedule” means the services schedule, sales order form, online purchase process, statement of work, or other document agreed to by BevLogic and Customer describing the Professional Services to be provided by BevLogic.
25. “Term” has the meaning provided in Section 12 (Term and Termination) of these Terms.
26. “Third-Party Applications” means computer software programs and other technology that are provided or made available to Customer by third parties.

2. The Services

1. Use of the Services. BevLogic delivers “software as a service” and other services on a subscription basis. BevLogic grants Customer a nonexclusive, nontransferable, worldwide right to access and use the Service(s) during the Term, solely for Customer’s internal business operations. BevLogic reserves all other rights. Customer shall not use any services that are not set forth in an Order Document signed by Customer and accepted by BevLogic, except as otherwise provided in the Agreement. If Customer has a sandbox Account, Customer shall use it solely for testing non-production data and for internal business purposes only.
2. Customer’s Account. BevLogic shall enable an account for Customer to access the Service(s) (“Account”). Customer shall designate a specific person or persons authorized by Customer to manage and support the Account, including the creation of usernames and passwords for Authorized Users. Customer is solely responsible for maintaining the status of its Authorized Users. Customer and its Authorized Users shall maintain the confidentiality of all usernames, passwords, access, and Account information under their control. Except to the extent caused by BevLogic’s breach of the Agreement, including its obligations under Section 14 (Confidential Information), BevLogic is not responsible for unauthorized access to the Account. Customer shall contact BevLogic promptly if (i) Customer reasonably believes that the Account has been compromised, including any loss, theft, or unauthorized access, use, or disclosure of Account information or (ii) Customer becomes aware of any other breach of security in relation to Customer’s Account information or the Services that may have occurred or is reasonably likely to occur.
3. BevLogic’s Responsibilities. BevLogic shall (i) use commercially reasonable efforts to make the Services available twenty-four (24) hours per day, seven (7) days per week, except for: (1) planned downtime (scheduled with reasonable prior notice, with a goal to provide at least seven (7) calendar days’ notice and at a time intended to minimize impact to BevLogic’s customers) and (2) any unavailability caused by circumstances beyond BevLogic ’s reasonable control, including internet service provider failures or delays or denial of service attacks against which BevLogic maintains commercially reasonable prevention controls; (ii) provide its standard support for the Services to Customer at no additional charge, or upgraded support if purchased separately; and (iii) conduct its business in compliance with Applicable Laws.
4. Customer’s Responsibilities. Customer (i) shall ensure the accuracy and completeness of Customer’s initial and ongoing configuration and setup of the Services; (ii) shall ensure that the Services are compatible with Customer’s business and systems requirements; (iii) shall ensure the accuracy, quality, legality, completeness, and integrity of the Customer Data provided by Customer and the means by which Customer acquired it; (iv) shall ensure the information Customer provides in connection with the Services, such as billing information and purchase orders, is current, accurate, and complete; and (v) is responsible for the provision, maintenance, and use of Customer’s hardware, network, internet connectivity, and software. Customer shall comply with the Acceptable Use Policy, with all Documentation, and with all Applicable Laws. Customer shall ensure that the Authorized Users and Representatives of Customer (and, if Customer enables its Affiliates to use the Services, its Affiliates, their Authorized Users, and their Representatives) comply with all of Customer’s obligations under the Agreement, and Customer shall be responsible for their acts and omissions relating to the Agreement as though they were those of Customer.
5. Customer Affiliates. Customer may enable its Affiliates to use the Services, or may direct that BevLogic provide Professional Services to its Affiliate, as applicable. Unless BevLogic accepts an Order Document from an Affiliate or otherwise agrees in writing, (i) all use of the Services by Customer’s Affiliates will be under Customer’s Account, (ii) BevLogic will invoice Customer and not its Affiliates for the Services, and (iii) Customer shall pay all invoices to BevLogic. When an Affiliate of Customer uses the Services, all references to “Customer” in the Agreement relating to access or use of, or restrictions or limitations on access or use of, the Services refer to the Affiliate. Among Customer and its Affiliates, only an entity specified on an Order Document may (i) take any action to enforce such entity’s rights and obligations arising from the Agreement, or (ii) request technical support for such entity with respect to the Services.
6. BevLogic Affiliates. BevLogic may perform the Services itself, through any of its Affiliates, or a third-party representative. When an Affiliate of BevLogic provides the Services, all applicable references to “BevLogic” in the Agreement relating to provision of the Services refer to such Affiliate. Unless Customer enters into an agreement directly with the third-party representative, BevLogic is responsible for its Affiliate’s or third-party representative’s compliance with the terms of the Agreement, and BevLogic shall be responsible for their acts and omissions relating to the Agreement as though they were those of BevLogic. BevLogic or its Affiliate may invoice Customer for the Services, and Customer shall pay all invoices to the BevLogic Affiliate that issued the invoice. Customer and its Affiliates shall bring any claims it or they may have solely against BevLogic and not against any BevLogic Affiliate or third-party representative providing or invoicing for the Services.
7. Subcontractors. BevLogic may use subcontractors to facilitate its obligations under the Agreement, and BevLogic shall be responsible for the acts and omissions of such subcontractors relating to the Agreement as though they were those of BevLogic.
8. Restrictions. Customer shall use the Services only as set forth in the Agreement and the Documentation, and not for the benefit of any third party. Customer shall not (i) reverse assemble, reverse engineer, decompile, or attempt to derive source code from BevLogic’s services, Content, or BevLogic Technology; (ii) reproduce, modify, create, or prepare derivative works of BevLogic’s services, Content, BevLogic Technology, or Documentation; (iii) distribute or display BevLogic’s services, Content, BevLogic Technology, or Documentation other than to Authorized Users; (iv) share, sell, rent, lease, or otherwise distribute access to BevLogic’s services (except with respect to Customer’s Affiliates as expressly provided in Section 2(e)) or use BevLogic’s services to operate any timesharing, merchant of record, service bureau, or similar business; (v) alter, destroy, or otherwise remove any proprietary notices within Content, BevLogic Technology, or Documentation; or (vi) disclose the results of any benchmark tests to any third parties without BevLogic’s prior written consent.
9. Unsupported APIs and Third-Party Application Integrations. BevLogic may, in accordance with Section 15(b) (BevLogic’s Warranties) of these Terms, cease supporting older APIs and functionality with respect to specific Third-Party Applications at the date specified in the Documentation. Disclosure in the Documentation shall constitute notice. In such case, the following shall not apply to Customer’s continued use of such API or functionality beyond such date: (i) the support obligations contained in Section 2(c) (BevLogic’s Responsibilities), and (ii) the warranty obligations contained in Section 15(b) (BevLogic’s Warranties).
10. Provision of Professional Services. If Customer selects Professional Services in an applicable Order Document, the following additional terms shall apply:
    1. Project Authorization & Services. The Professional Services may include (i) configuration, implementation, training, or other consultation related to a BevLogic product or service that Customer has received rights to use under a separate agreement, (ii) tax advisory services, or (iii) other consulting services related to Customer’s tax determination and compliance needs.
    2. Performance of Professional Services. Unless otherwise specified in the applicable Services Schedule:  (i) BevLogic will perform the Professional Services based on the schedule set forth in the Services Schedule; (ii) any estimates of hours or cost are reasonable and good-faith estimates only; and (iii) each task will be performed and payable on a time-and-materials basis.
    3. Unused Professional Services. Unless otherwise specified in the applicable Services Schedule, an unused order for Professional Services will expire twelve (12) months from the date of order, and Customer will not be entitled to receive a refund for any fees prepaid for such expired Professional Services.
    4. Equipment. Unless otherwise agreed by Customer in writing, BevLogic shall provide all equipment, supplies, and personnel necessary or appropriate to perform the Professional Services. For clarity, this provision does not apply to the BevLogic product or service to which the Professional Services relate, the provision of which will be governed by the applicable Order Documents with Customer for that product or service.
    5. General. Customer acknowledges and agrees that (i) BevLogic will not update its advice, recommendations, or work product after the completion of the Professional Services (including, for example, updates to reflect changes or modifications to Applicable Laws, or to related judicial and administrative interpretations, or for subsequent events or transactions), unless Customer separately engages BevLogic to do so in writing; and (ii) in performing the Professional Services, BevLogic is entitled to base its conclusions and rely on the accuracy and completeness of the information, data, and assumptions that are furnished by or on behalf of Customer, without any independent investigation or verification. Inaccuracy or incompleteness of any data, information, or assumptions furnished to BevLogic could materially impact BevLogic’s conclusions.
    6. Payment for Professional Services. Unless otherwise specified in the applicable Services Schedule, fees are invoiced and due in full upon execution of the Services Schedule. If any change in the scope of the Professional Services affects the time or cost of performance under the applicable Services Schedule, the Parties must agree in writing to adjust the time and compensation to make the modification effective. Unless otherwise specified in the applicable Services Schedule, Customer will reimburse BevLogic, without markup, for reasonable expenses incurred by BevLogic in the course of performing the Professional Services, including, for example, materials and expenses for preapproved travel.

Power of Attorney; Adequate Funds; Bank Account.

1. Power of Attorney. If requested by BevLogic, Customer shall execute one or more limited powers of attorney in the form requested by BevLogic authorizing BevLogic to represent Customer in connection with the Services. Upon termination of Customer’s last subscription with no balance due, BevLogic will cease to use any power or authority granted by a power of attorney signed by Customer.
2. Funds. Customer funds will be held at one or more duly-registered and licensed third-party banking institutions and will be held and remitted by BevLogic in connection with the provision of Services, including (i) Customer fees for initial licensing, license modification, initial product registration, product registration revision, and license or product registration renewal (each such renewal prepared by BevLogic, a “Renewal”), and associated costs and expenses (including surety bond premiums, background check fees, and shipping), and (ii) Customer funds (“Tax Funds”) to pay tax amounts due (“Taxes”) for any applicable Returns (as defined in Section 7(b)(i) (Returns Preparation and Filing)) in accordance with the Filing Calendar (as defined in Section 7(a) (Account Setup)), including making any required prepayments. Customer shall provide adequate funds in connection with the Services (including by making funds available in the Bank Account (as defined in Section 3(c) (Bank Account)) for withdrawal by BevLogic) and shall not permit the Bank Account to become overdrawn. When applicable, BevLogic will remit Customer funds in respect of any fees or other amounts due on behalf of such Customer. BevLogic shall not comingle funds provided by Customers with BevLogic’s general funds. Notwithstanding any other provision of the Agreement, (x) if Customer is past due on payment of Customer’s Service fees or Expenses due to BevLogic, BevLogic may withdraw such fees and Expenses from the applicable Bank Account, and (y) Customer shall defend, indemnify, and hold BevLogic, its Affiliates, and their respective licensors, equityholders, officers, managers, directors, employees, agents, and representatives harmless from any Losses arising out of or related to Customer’s failure to timely provide immediately available funding for any payments or fees due in connection with the Services.
3. Bank Account. Customer shall provide correct and current bank account information for a bank account (the “Bank Account”) from which Customer authorizes BevLogic to withdraw funds by ACH to pay or remit fees, payments or expenses of any type, and, if Customer is past due on payment of Customer’s Service fees or Expenses due to BevLogic, to withdraw such fees and Expenses.
4. Timing and Funding. A statement and invoice covering BevLogic’s estimate of the fees required for the upcoming two (2) months (the “Statement”) will be provided by BevLogic on or before the first calendar day of each month (except the first Statement, which will be presented during, and due as part of, the onboarding process). Customer shall ensure the Bank Account has sufficient funds to pay Customer’s estimated fees no later than the second calendar day of the month. Funds are automatically withdrawn by ACH from the Bank Account no earlier than the second calendar day of each month (and, consistent with clause (c) immediately above, Customer authorizes BevLogic to withdraw funds by ACH from the Bank Account for BevLogic to pay or remit fees, payments or expenses of any type). Notwithstanding the foregoing, if Customer owes any pre-payments to Filing Jurisdictions (as defined in Section 6(a) (Account Setup)) or a Filing Jurisdiction mandates an earlier payment, the ACH withdrawal may occur earlier. Estimates contained in the Statement may not be adequate to cover the applicable month’s fees, and BevLogic may require Customer to immediately provide additional funds at any time. BevLogic will notify Customer if additional funds are needed, and BevLogic may withdraw such funds from the Bank Account. BevLogic has no responsibility or liability for any late fees, penalties, losses or interest incurred as a result of late or missed filings because Customer did not timely (including, in certain instances, immediately) provide available or adequate funding. BevLogic may suspend or terminate Customer’s Services or any part thereof immediately upon notice if Customer fails to timely and sufficiently fund the Bank Account (including if the ACH payment BevLogic draws from the Bank Account is cancelled or returned other than by BevLogic).

4. License

BevLogic grants Customer a limited, nonexclusive, nontransferable, nonassignable, worldwide license to use and retain the Content that is returned by the Services to Customer solely for its internal compliance purposes in connection with the specific license, product registration, or Return for which it was provided.

5. Notice and Correction Management

Customer may receive notices and corrections (each, a “Notice”) relating to Customer’s new licenses, new registrations, Renewals, or Returns directly from jurisdictions. Some Notices are informational in nature (for example, changes to the Filing Calendar or tax rate changes) while others relate to filed Returns, licenses, or product registrations. During the Subscription Term, for any Notice relating to a license, registration, Renewal, or Return filed by BevLogic or Taxes or fees remitted by BevLogic, Customer shall send the Notice to BevLogic in accordance with the Documentation no later than ten (10) business days after the date of the Notice. During the Subscription Term, BevLogic will respond to such Notices. If Notices are received by BevLogic more than ten (10) business days after the date of the Notice, BevLogic may delay response or not respond or, if Customer asks BevLogic to expedite the Notice response and BevLogic agrees, charge an additional fee to expedite the Notice response. Customer is responsible for responding to or otherwise addressing all other Notices. BevLogic shall have no responsibility for any further Notice management upon expiration or termination of the subscription for the applicable Service provided under these Terms.

6. Licensing and Registration

The following provisions apply to Licensing Services and Registration Services:

1. Account Setup. Customer shall provide BevLogic with complete and accurate information to establish, set up, and maintain Customer’s account including, without limitation, (i) responses to BevLogic’s questionnaires; organizational documents; identification cards; annual production volume; license details; product data and details; federal label approvals; label images; authorization letters; identity, appointment, territories, and contacts of distributors; state registrations codes; and wholesale pricing, (ii) a list of jurisdictions for which Customer requests BevLogic prepare a license application or renewal (each, a “Licensing Jurisdiction”) or prepare an application for a product registration or renewal (each, a “Product Registration Jurisdiction”), and (iii) the license or product registration expiration date (and, if different, the renewal deadline) for licenses or registrations received prior to the Effective Date in each of the Licensing Jurisdictions or Product Registration Jurisdictions, as applicable (collectively with expiration dates for licenses or registrations for which applications were filed by BevLogic, the “Licensing Calendar” or “Product Registration Calendar”). Customer is solely responsible for timely providing and maintaining accurate, complete, and current information regarding the foregoing, and BevLogic has no obligation to audit, verify, correct, or maintain any such information. Upon receipt from BevLogic, Customer shall execute all necessary forms (including the limited power of attorney in accordance with Section 3(a) (Power of Attorney)).
2. Initial and Revised Applications. Customer’s Licensing Service may include one or more out-of-state bonds, permit applications, certificates of authority, sales and excise tax permits, or other similar documentation required for an out-of-state license. Provided Customer has provided all necessary complete and accurate information, BevLogic shall prepare each initial application or revision of a license or product registration (where a “product” is any item that may need to be registered based on COLAs, vintages, or sizes) and, if necessary, send it to Customer for execution. Upon receipt from Customer of an executed application and provided the Customer has provided BevLogic with sufficient funds, BevLogic shall file it with, and remit payment to, the jurisdiction. BevLogic shall use commercially reasonable efforts to prepare and file initial applications and revisions in a timely manner.
3. Renewals. Customer must notify BevLogic in accordance with the Documentation if it does not want BevLogic to renew a license or product registration that is on the Licensing Calendar or Product Registration Calendar at least ninety (90) calendar days prior to the expiration date of the license or product registration, as applicable. BevLogic shall prepare and file the Renewal (including Customer’s out-of-state “Non-Resident Dealer,” “Direct to Consumer,” and/or “Direct to Trade” renewals for Customer’s Licensing Jurisdictions or Product Registration Jurisdictions, as applicable) and remit the payment in accordance with the Licensing Calendar and Product Registration Calendar, provided Customer has (i) provided all necessary complete and accurate information pursuant to these Terms, (ii) provided all other information requested by BevLogic, (iii) not timely notified BevLogic it does not want a license or product registration renewed, (iv) provided a signed license or product registration renewal form, if necessary, in a timely manner, and (v) provided BevLogic with sufficient funds. As the exclusive remedy for BevLogic’s failure to prepare a Renewal in a timely manner, BevLogic will prepare and file, at BevLogic’s sole cost and expense, a license or product registration application to re-license or re-register the person, location, entity, or product for which the license or registration has lapsed. Some jurisdictions may send hard copy renewal forms directly to Customer. Customer shall forward these forms to BevLogic (executed by Customer, if required) within five (5) calendar days of receipt. Notwithstanding anything to the contrary in the Agreement, BevLogic shall have no responsibility for missed renewal deadlines if Customer did not timely forward the renewal forms. Customer shall timely provide BevLogic any additional post-filing information requested by the jurisdiction. Registration Services also includes any price posting required when renewing any active products.
4. Background Check. Some jurisdictions may require a background check on Customer or certain individuals associated with Customer. Customer shall cooperate with BevLogic to provide the necessary information and documentation.
5. Notification of Changes. Customer shall notify BevLogic prior to (if possible) any change in the following: legal name, operating name, tax identification number, officer, director, limited liability company manager, limited partner, general partner, direct or indirect owner, other relevant personnel, ownership structure, entity structure, licensed premises address, mailing address, business or location closure, and any other change that may trigger the need for a modification or revision of a license or product registration. Customer shall provide all necessary documentation to BevLogic. BevLogic has no responsibility for Customer’s non-compliance due to Customer’s changed circumstances.
6. Online Portal. Except as otherwise expressly required by these Terms, the BevLogic online portal should be used for all requests and communications to BevLogic for the Licensing Services and Registration Services. BevLogic is not responsible for requests or communications submitted through any other method.

7. Returns

If Customer subscribes to Returns this Section 7 and all other sections pertaining to Returns (including, without limitation, the Returns funding provisions in Section 3 (Power of Attorney; Adequate Funds; Bank Account), the Returns notice management provision in Section 5 (Notice and Correction Management), and the fees provisions in Section 13 (Fees and Taxes)) will apply.

1. Account Setup. Customer shall provide BevLogic with all complete and accurate information requested by BevLogic to establish and set up Customer’s account, including, without limitation: (i) a list of taxing jurisdictions for which Customer requests BevLogic prepare Returns (each, a “Filing Jurisdiction”), (ii) the dates and frequencies for filing Returns in each of the Filing Jurisdictions (the “Filing Calendar”), (iii) the entities (e.g., Customer or its Affiliate) for which BevLogic will be preparing Returns (the “Filing Entities”) and which Filing Jurisdictions apply to each Filing Entity, (iv) tax registration numbers and login information for each Filing Entity in each Filing Jurisdiction sufficient to allow BevLogic to identify, access, and use each Filing Entity’s account in that Filing Jurisdiction (the “Account Information”), (v) copies of each Filing Entity’s previous filings in the Filing Jurisdictions, as requested by BevLogic, (vi) completed power(s) of attorney for each Filing Entity in accordance with Section 3(a) (Power of Attorney) above, and (vii) other information necessary to properly configure Customer’s Account and prepare the Returns. Customer authorizes BevLogic to access Customer’s accounts using Customer’s Account Information. Customer is solely responsible for timely providing and maintaining accurate, complete, and current information regarding the Filing Jurisdictions, the Filing Calendar, the Filing Entities, and the Account Information (collectively, the “Filing Information”), and BevLogic has no obligation to audit, verify, correct, or maintain any Filing Information.
2. Filing and Remittance.
   1. Returns Preparation and Filing. BevLogic will prepare and file Returns for the Filing Entities in the Filing Jurisdictions agreed by BevLogic and Customer (including out-of-state “Non-Resident Dealer” and/or “Direct to Consumer” sales, excise, shipment, and markup reports/returns). BevLogic may begin filing a Return on the eighth calendar day of the month (or an earlier date as necessary to facilitate compliance with Filing Jurisdiction requirements). Each (i) standard beverage alcohol return filing, (ii) Non-Standard Form (defined in Section 13(f) (Non-Standard Forms) below), or (iii) prepayment or periodic payment mandated by a Filing Jurisdiction and submitted without (i) or (ii) above prepared for one Filing Jurisdiction for one filing period is a “Return.”
   2. Remittance. BevLogic will remit Taxes for the agreed-upon Filing Entities in agreed-upon Filing Jurisdictions, provided Customer has timely made Tax Funds available. BevLogic shall not provide Tax Funds. The exclusive remedy for BevLogic’s failure to timely file Returns as provided in this section is the Returns Guarantee (as defined in Section 7(e) (Returns Guarantee)). BevLogic will provide details of remittance amounts per Filing Jurisdiction after submission to the Filing Jurisdictions. If there is a discrepancy between Customer’s internal records and amounts remitted on behalf of Customer, Customer must report the error to BevLogic by the method and deadline described in the Documentation.
   3. Inadequate Funding. If Tax Funds are not timely available to BevLogic for remitting, BevLogic will file the Return(s) without payment where the Filing Jurisdiction permits filing a return without tax remittance. Customer will be responsible for all penalties and interest and additional BevLogic fees resulting from inadequate funding (including if filing is withheld), and Customer shall immediately make funds available to BevLogic for the Taxes and any interest or penalties that may have accrued. Upon provision of such funds, BevLogic will file the Return (if applicable) and remit the necessary funds to the applicable Filing Jurisdiction.

3. Changes to Filing Information. Customer shall review its Filing Information periodically and shall promptly communicate any changes to BevLogic in accordance with the Documentation. Customer shall submit any changes to the Filing Information to BevLogic no later than the twentieth calendar day of the month before the month to which the change is relevant. Any changes received after the twentieth calendar day of the month will be implemented and become effective the month after the subsequent month.
4. Tax Data. Customer is solely responsible for the accuracy and completeness of all the data necessary to properly complete Returns (the “Tax Data”) and all Filing Information. BevLogic does not audit, validate, or verify Tax Data. Customer shall transmit to BevLogic via the method and in the format designated by BevLogic all Tax Data by the fifth calendar day of the month in which the Tax Data is to be reported to the Filing Jurisdictions.
5. Returns Guarantee. BevLogic provides a guarantee of the timeliness of Returns prepared and filed by BevLogic (the “Returns Guarantee”) under the following terms:
   1. If Customer receives a notice of late filing, failure to file, or a failure to remit Taxes or fees that results in liability for penalties or interest due solely to BevLogic’s failure to timely prepare and file a Return it was obligated to file or to timely remit Taxes or fees it was obligated to remit (an “BevLogic Error”), BevLogic will pay Customer the lesser of (i) the amount of the penalties and interest that directly result from the BevLogic Error, as specified in the final assessment notice received from the applicable Filing Jurisdiction after all administrative appeals and abatement options are exhausted, or (ii) the amount of the Returns fees paid by Customer during the three hundred sixty-five (365) calendar days preceding the final assessment of penalties or interest for the BevLogic Error (calculated as described in Section 7(e)(iii) below).
   2. The following conditions apply to the Returns Guarantee:
      1. Customer must have met all of its obligations under these Terms, including timely providing and maintaining accurate, complete, and current information and Tax Data; timely providing all fees and funding; and timely paying BevLogic for any fees. To the extent the BevLogic Error was caused by Customer’s failure to perform any of the obligations in the applicable sections of these Terms, the Returns Guarantee will not apply.
      2. Customer must promptly forward any notices and relevant information from the jurisdiction within ten (10) calendar days of the date of the notice.
      3. Customer must assist BevLogic in challenging the jurisdiction’s findings if BevLogic deems it appropriate in BevLogic’s sole discretion.
      4. Customer must assist BevLogic’s efforts to abate or reduce the amount of penalties or interest imposed by the Filing Jurisdiction.
   3. For purposes of calculating the amount of the Returns fees paid that are eligible for the Returns Guarantee payment, the amount will be the fees actually paid by Customer to BevLogic for Returns, and the time period will be the three hundred sixty-five (365) calendar days preceding the final assessment of penalties or interest after all appeals and abatement options have been exhausted (e.g., in the case of a final assessment issued by a taxing authority on March 31, 2025, the period used in the calculation will be from April 1, 2024, to March 31, 2025). For clarity, the parties acknowledge that fees paid for Returns do not include any activation fees, fees for ancillary Professional Services, or any other one-time fees.
   4. If the audit implicates other issues in addition to the alleged BevLogic Error, the amount to be paid by BevLogic under this Returns Guarantee will be the percentage of the final assessment amount equal to the percentage of the final assessment related to the alleged BevLogic Error.
   5. BevLogic will make the Returns Guarantee payment within thirty (30) calendar days after the date that BevLogic receives the final assessment notice from the Filing Jurisdiction after all administrative appeals and abatement options are exhausted. BevLogic may also, in its sole discretion, make the payment at an earlier date, in which case Customer’s obligations to continue to assist BevLogic in contesting the BevLogic Error will cease on the date of the payment.
   6. Customer must have a current Returns subscription in good standing to be eligible to receive payment under this Returns Guarantee.

8. Compliance with NACHA Operating Rules

The funding process described herein may be subject to the NACHA Operating Rules, the organization that regulates the ACH network in the United States.

1. To the extent that Customer’s funding is governed by the NACHA Operating Rules, Customer specifically agrees to the following NACHA requirements:
   1. Customer will comply with all applicable requirements under the then-current version of the NACHA Operating Rules;
   2. Customer authorizes BevLogic to originate the funding requests described in Section 3(b) (Funds) above; and
   3. Customer will comply with the laws of the United States in providing such funding.
2. In addition to any other applicable termination rights, BevLogic may terminate the Agreement for Customer’s non-compliance with the NACHA Operating Rules if such breach or non-compliance is not cured within ten (10) calendar days of BevLogic first notifying Customer of its non-compliance.
3. BevLogic has the right to audit Customer’s funding process, at a time and location mutually agreeable to both Customer and BevLogic, to ensure compliance with the NACHA Operating Rules and the Agreement

9. Proprietary Rights

1. BevLogic’s Intellectual Property. BevLogic and BevLogic’s licensors have and will retain sole and exclusive right, title, and interest in BevLogic Property, and all enhancements or improvements to, or derivative works of, the foregoing, including any Intellectual Property rights therein. Nothing in the Agreement transfers or conveys to Customer any ownership interest in BevLogic’s Intellectual Property.
2. Suggestions. If Customer provides BevLogic with any suggested improvements to the Services, that suggestion is provided “as-is,” and Customer grants BevLogic a nonexclusive, perpetual, irrevocable, fully paid-up, royalty-free, worldwide license to, with rights to transfer, sublicense, sell, use, reproduce, display, and make derivative works of, such suggested improvements. Notwithstanding the foregoing, nothing in this Section 9(b) (Suggestions) grants BevLogic a license to use any methodologies, processes, techniques, ideas, concepts, designs, tools, or know-how covered by a registered patent owned by Customer.
3. Customer’s Intellectual Property. Customer has and will retain sole and exclusive right, title, and interest in Customer Data, Customer Property, and Customer’s Confidential Information, including any Intellectual Property rights therein. Nothing in the Agreement transfers or conveys to BevLogic any ownership interest in or to the Customer Data, Customer Property, or Customer’s Confidential Information, provided that BevLogic has the right to create Aggregate Data (as defined in Section 10(c) (Aggregate Data)) and owns all right, title, and interest in Aggregate Data both during and after the term of the Agreement. Customer shall ensure that it has all necessary rights and permissions required by Applicable Laws to use and permit the use of Customer Data in accordance with the Agreement.
4. Ownership. Unless expressly stated otherwise in a Services Schedule, and excluding any Customer Property, BevLogic will retain all right, title, and interest in and to Services Results. To the extent that the ownership of the Services Results does not automatically vest in BevLogic, Customer hereby assigns and will assign to BevLogic the Services Results and all right, title, and interest therein and thereto that Customer may have now or in the future. Upon full payment of all fees and expenses owing to BevLogic under the applicable Services Schedule, BevLogic hereby grants to Customer a non-exclusive, worldwide, non-transferable, non-sublicensable, royalty-free license to access and use the Services Results provided to Customer for the purposes specified in the Services Schedule.

10. Privacy and Security

1. Use of Customer Data. BevLogic may retain, use, and disclose Customer Data solely (i) to provide the Services; (ii) to provide customer support; and (iii) to comply with Applicable Laws. Customer Data and Customer’s Confidential Information do not include Personal Information relating to an employee or other authorized Representative of Customer that is collected or received by BevLogic in connection with the procurement or use of, or payment for, the Services (for example, the names and email addresses of Customer’s account representatives and accounting personnel). BevLogic’s use of Personal Information of such an employee or other Representative is governed by the BevLogic Privacy Notice available at https://bevlogic.com/legal/#privacy-notice (the “Privacy Notice”), which describes how to manage individual communication preferences. Each Party shall be responsible for informing its own Representatives of the processing of their Personal Information as provided in the Agreement.
2. Access to Data. Customer hereby grants BevLogic a limited right to use the Customer Materials solely for the purpose of performing the Services. Customer represents and warrants that it has all permissions required by Applicable Laws and rights necessary in the Customer Materials to use and provide them to BevLogic for this purpose in accordance with these Terms and any applicable Order Documents. Customer shall provide BevLogic with safe access to Customer’s premises as reasonably required for BevLogic to perform the Services if onsite performance of Services is agreed to by Customer. BevLogic personnel shall comply with the reasonable written rules and regulations of Customer related to use of its premises, provided that those written rules and regulations are provided to BevLogic prior to commencement of the Services. BevLogic shall not be responsible for failures or delays in performing Services due to Customer’s failure or delay to provide access to Customer Materials or Customer’s premises or due to Customer-imposed or government-imposed security requirements.
3. Aggregate Data. BevLogic may create, generate, and use Aggregate Data for any lawful purpose. “Aggregate Data” means de-identified and anonymized sets of data derived from the data of multiple BevLogic customers (including Customer Data) for the purpose of expressing that information in summary form. Aggregate Data does not include any Personal Information relating to Customer, Authorized Users, Customer’s clients or customers, or other information that could reasonably identify a natural person, Customer, or Customer’s clients or customers. BevLogic will not re-identify and de-anonymize any Aggregate Data.
4. Protection of Customer Data, Personal Information, and Confidential Information. Each Party is responsible for complying with Applicable Laws, including applicable data protection legal requirements, for the purposes of the Agreement. BevLogic shall implement and maintain commercially reasonable technical, administrative, and physical safeguards and security methods designed to prevent any unauthorized release, access, or disclosure of Customer Data, Confidential Information, or Personal Information. BevLogic may occasionally update, upgrade, change, or add safeguards and security methods as warranted in BevLogic’s sole discretion, and BevLogic will provide notice if Customer needs to take action to facilitate continued interaction with the Services. BevLogic shall implement processes and maintain procedures designed to comply with Applicable Laws and shall facilitate Customer’s compliance with its obligations for data security and response to individual data subject requests with respect to Personal Information in BevLogic’s possession or control, to the extent that Customer is required to comply with any existing or newly enacted Applicable Laws regarding privacy including, for example, the General Data Protection Regulation (GDPR) or the California Consumer Privacy Act (CCPA); and any amendments and successors to the foregoing. The Agreement and the Documentation are Customer’s instructions for processing Customer Data, and BevLogic shall not process Customer Data for any other purpose. BevLogic shall use commercially reasonable measures to ensure that any BevLogic subcontractors implement and comply with reasonable security measures in handling any Customer Data, Personal Information, or Customer’s Confidential Information.
5. Data Processing Agreement. The Parties agree to comply with the BevLogic Data Processing Agreement, which is incorporated by this reference and is located at https://bevlogic.com/legal/#data-processing (the “DPA”).
6. Notices. BevLogic shall notify Customer without undue delay in accordance with Applicable Laws of unauthorized access, use, or disclosure of any Customer Data or Customer’s Confidential Information under BevLogic’s control. BevLogic shall provide Customer with information regarding such incident as required by Applicable Laws or as reasonably requested by Customer to enable Customer to comply with its obligations under Applicable Laws. BevLogic shall use commercially reasonable efforts to: (i) identify the cause of the incident and (ii) remediate the cause of the incident within BevLogic’s systems, to the extent such remediation is within BevLogic’s reasonable control.

11. Service Suspension and Disputes

The following terms in this Section 11 shall only apply to Customer’s selection of Services which are not Professional Services.

1. Generally. As reasonably practicable under the circumstances, BevLogic shall endeavor to resolve together with Customer any circumstance that may give rise to BevLogic’s suspension rights, which include, for example, the following: (i) a material risk caused by Customer, its Affiliates, or its or their Authorized Users or Representatives to the security or performance of the Services, the network, Customer, or any other BevLogic customer or business partner; (ii) use of the Services in violation of the Agreement; or (iii) Customer is delinquent in its payment obligations for any undisputed amounts. In the case of payment delinquency, BevLogic shall notify Customer (including by phone or email to Customer’s business contact) at least ten (10) calendar days before suspension. For any other suspension, other than with respect to sandbox Accounts, BevLogic shall make a good faith effort to contact and provide notice to Customer (including by phone or email to Customer’s business contact) in advance. Payment of undisputed amounts will be considered delinquent if not received within fifteen (15) calendar days following the due date set forth on an invoice. BevLogic acknowledges that suspending Customer’s right to access or use the Services is a significant action, and therefore BevLogic shall not exercise this remedy except in good faith and as necessary to resolve the issue giving rise to BevLogic’s right to suspend the Services. BevLogic shall also pursue other less drastic measures it deems appropriate, including collaborating with Customer to isolate the issue and escalating unresolved issues to senior management of Customer and BevLogic. BevLogic shall not destroy or overwrite any Customer Data during the suspension period.
2. Effect of Suspension. If BevLogic suspends Customer’s ability to access the Services, (i) Customer remains responsible for all fees and charges for suspended Services and for other Services to which Customer continues to have access, if any; and (ii) Customer will not be entitled to any compensation or credits for any period of suspension, unless suspension was due to BevLogic’s error or omission.
3. Payment Disputes. Customer must assert any payment dispute in writing to BevLogic according to the instructions in the Documentation within fifteen (15) calendar days after the due date of the invoice giving rise to the dispute. BevLogic shall not exercise its suspension or termination rights or apply interest on late payments if Customer disputes the applicable charges reasonably and in good faith and provides reasonable cooperation to resolve the dispute.

12. Term and Termination

1. Agreement Term. The term of the Agreement (the “Term”) begins on the Effective Date of the Initial Subscription Term for the first Service purchased and ends on the date of termination or expiration of the final Subscription Term. The Term of any Professional Services will begin on the effective date specified in the applicable Services Schedule and end on the date that the Professional Services are completed.
2. Subscription Terms. Customer may purchase subscriptions to one or more Services during the Term. The effective period (usually one (1) year) of each subscription is a “Subscription Term” and, depending on the timing and agreed terms of the applicable Order Documents, those subscriptions may have different Subscription Terms. Each Initial Subscription Term begins on an “Effective Date,” which is either (1) the date BevLogic enters Customer’s Order Document into BevLogic’s billing system or (2) an alternate date mutually agreed by the Parties in writing.
   1. Initial Subscription Term. Customer’s initial Subscription Term for a Service (the “Initial Subscription Term”) is one (1) year, which begins on the Effective Date and ends on the first anniversary of the Effective Date, unless the Order Document specifies a different period.
   2. Automatic Renewal. At the end of the then-current Subscription Term, each subscription to a Service will automatically renew for an additional one (1) year period (a “Renewal Subscription Term”) unless (1) Customer provides written notice of non-renewal to BevLogic on or before the expiration date of the then-current Subscription Term, or (2) BevLogic provides written notice of non-renewal to Customer at least thirty (30) calendar days before such expiration date. Customer must submit notice of non-renewal to BevLogic in accordance with the instructions provided in the Documentation. Unless another payment method has been specified, BevLogic will charge Customer’s payment information on file for the Service fees for the Renewal Subscription Term.
3. Subscription to Upgraded or Additional Services. If Customer upgrades any of Customer’s Service subscriptions during a Subscription Term, then the Subscription Term for the upgraded Service will be coterminous with the current Subscription Term. In the event of any upgrade, BevLogic will charge Customer’s payment information on file, unless another payment method is agreed, for the then-current applicable upgrade fee plus an amount equal to the difference between the then-current Service fee and the upgraded Service fee. If Customer subscribes to an additional Service, the Subscription Term for that Service will begin on the Effective Date for that Service and Customer will be separately charged for the applicable activation and annual Service subscription fee for the additional Service. If Customer upgrades the tier of Service purchased, renews a Service, or purchases an additional Service (excluding automatic upgrades), then all Services to which Customer subscribes under these Terms will be subject to the then-current Terms.
4. Professional Services. If Customer terminates any Professional Service as a result of BevLogic’s material breach, Customer shall be liable only for payment for the Professional Services rendered through the termination date and BevLogic shall refund Customer the pro rata amount of any prepaid Professional Services fees applicable to the unused portion of the Professional Services.
5. Termination for Breach or Cause. Either Party may terminate the Agreement or any affected Service by notice to the other Party (i) if the other Party materially breaches its obligations under the Agreement and, if the breach is capable of cure, fails to cure the breach within thirty (30) calendar days of the date of written notice of breach; or (ii) upon the other Party ceasing to operate in the ordinary course, making an assignment for benefit of creditors, or becoming the subject of any bankruptcy, liquidation, dissolution, or similar proceeding that is not resolved within sixty (60) calendar days of filing. Material breach by Customer includes the following by way of example and not limitation: (1) Customer is unable to resolve any material issue leading to suspension of Customer’s Services as a result of the acts or omissions of Customer, its Affiliates, or its or their Authorized Users or Representatives within thirty (30) calendar days following notice of suspension; (2) Customer’s use of the Services in violation of Applicable Laws; (3) if Customer purchases a returns Service and fails to fund its tax liabilities within the specified deadlines; or (4) adverse Customer due diligence.
6. Consequences of Termination for Breach. If Customer terminates the Agreement or any Service as a result of BevLogic’s material breach, then BevLogic shall refund Customer the pro rata amount of any prepaid Service subscription fees applicable to the unused portion of the Subscription Term of the terminated Service (excluding any activation or other one-time fees); provided, however, that if Customer was unable to use the Service as a result of BevLogic’s material breach, the unused portion of the Subscription Term will be measured from the last date on which Customer was able to use the Service (or the date of Customer’s written notice of breach, if later). If BevLogic terminates the Agreement or any Service due to Customer’s material breach, BevLogic shall not refund any amounts to Customer.
7. General Effects of Termination. Upon any termination of the Agreement: (i) all of Customer’s rights under the Agreement immediately terminate (with the exception of those surviving termination, as described below); (ii) except as set forth in Section 12(f) (Consequences of Termination for Breach), Customer remains liable for all fees, charges, Expenses, and any other obligations Customer has incurred during the Subscription Term; and (iii) BevLogic shall destroy or overwrite Customer Data and Customer’s Confidential Information as provided in Section 12(i) (Deletion of Data). All provisions that by their nature should survive termination of this Agreement will do so (including, by way of example and not limitation, payment obligations, indemnification and defense obligations, and duties of confidentiality).
8. Return of Customer Data. Upon receipt of a request to return Customer Data at any time up to sixty (60) calendar days after termination of the Agreement or the applicable Service, BevLogic shall either (i) provide Customer with limited access to the Service, at no additional cost and subject to the obligations and restrictions of these Terms, solely for the purpose of retrieving Customer Data; or (ii) provide an export file of Customer Data stored on BevLogic’s systems in a commonly used format reasonably determined by BevLogic and subject to BevLogic’s standard fees for such export. BevLogic may, but has no obligation to, maintain or return Customer Data more than sixty (60) calendar days after termination of the Agreement.
9. Deletion of Data.
   1. At Customer’s Request. Upon Customer’s request at any time during the Subscription Term for a Service or up to sixty (60) calendar days after termination of the Subscription Term, BevLogic shall promptly destroy or overwrite Customer Data for such Service or Customer’s Confidential Information, other than Customer Data or Customer Confidential Information or Personal Information contained in automatic computer backups or historical archives or that must be retained to fulfill obligations under the Agreement for regulatory, legal, or audit purposes, or for compliance with BevLogic’s data retention policies. If Customer requests BevLogic permanently destroy or overwrite Customer Data, Customer releases BevLogic from any claims or liability relating to that Customer Data, including, without limitation, any guarantee, warranty, or indemnification.
   2. Upon Termination. If Customer does not request deletion of its Customer Data or Customer’s Confidential Information, BevLogic will destroy or overwrite such data and information in accordance with BevLogic’s document retention policies and standard backup and archival procedures, after the data or information is no longer reasonably necessary to fulfill obligations under the Agreement or for regulatory, legal, or audit compliance.

13. Fees and Taxes

1. Fees. Customer shall pay all fees specified in each Order Document and applicable Expenses. Subject to Section 13(b) below, Customer will be invoiced based on the Order Document, including, if applicable, for usage-based fees. Except as otherwise specified in the Agreement: (i) amounts are quoted and payable in the currency specified on the Order Document; and (ii) payment obligations are non-cancelable and fees and Expenses paid are non-refundable. Unused one-time Services will expire twelve (12) months from the date of order, and Customer will not be entitled to receive a refund for any fees prepaid for such expired one-time Services. Unless otherwise agreed in writing, BevLogic will automatically charge Customer’s payment information on file for any renewals, upgrades, overage fees (if applicable), and additional Services purchased. Customers not enrolled in BevLogic’s automatic payment program, when applicable, will be assessed a non-refundable opt-out convenience fee.
2. Invoicing and Billing. Notwithstanding anything to the contrary in any Order Document or these Terms, (i) BevLogic will invoice and bill Customer on the first day of each calendar month (regardless of the start date or Effective Date of any Subscription Term or Services), (ii) Customer will be invoiced and billed in advance for any Service subscription fees (or similar fees), and (iii) any other fees may be invoiced and billed by BevLogic in arrears. Customer agrees to such invoicing and billing practices. BevLogic is permitted to collect any fees and Expenses in accordance with Section 3 (Power of Attorney; Adequate Funds; Bank Account), and , in furtherance of the foregoing, if Customer has not timely paid any fees and/or Expenses by the start date of an applicable Service period, BevLogic may, at its direction, withdraw by ACH such fees and Expenses from Customer’s Bank Account.
3. Administration Fee. BevLogic may charge a monthly administration fee for any Services, which may be included on the Statement and due as described in Section 3(d) (Timing and Funding) or on an invoice and due as described in Section 13(b) (Billing and Invoicing).
4. Background Checks. Coordination of background checks will be charged at BevLogic’s then-current hourly rates in quarter-hour increments.
5. Expedite Fee. Customer may request expedited performance for certain Services. If the request for expedited performance is accepted by BevLogic, additional charges may apply.
6. Non-Standard Forms. If Customer requests a (i) form that is not offered by BevLogic as a standard beverage alcohol return; or (ii) standard beverage alcohol tax return that requires non-standard modifications to the standard beverage alcohol tax return form (each a “Non-Standard Form”), Customer shall pay BevLogic’s then-current per-hour rate in quarter-hour increments for preparation and filing of the Non-Standard Form.
7. Upgrades. Customer’s fee for Licensing Services, Registration Services, and Returns Services is based on the estimated number of Licenses, Registrations, or Returns, as applicable, managed by BevLogic in the Account during the Subscription Term. If Customer exceeds the number of Licenses, Registrations, or Returns included in Customer’s Licensing Services, Registration Services, or Returns Services subscription at any given time during the Subscription Term, BevLogic may (i) invoice Customer for the additional Licenses, Registrations, or Returns, as applicable, at the same per-License, per-Registration, or per-Return pricing during the current Subscription Term, and (ii) with at least thirty (30) calendar days’ notice prior to the next Renewal Subscription Term, increase Customer’s subscription renewal to the number of Licenses, Registrations, or Returns, as applicable, that includes the additional Licenses, Registrations, or Returns and invoice Customer at BevLogic’s then-current pricing at renewal. Subscriptions for Licensing Services, Registration Services, and Returns Services are not subject to overage fees. For avoidance of doubt, Customer acknowledges that the fees for additional Licenses, Registrations, and Returns described in this Section 13(g) (Upgrades) do not constitute fee increases.
8. Additional Fees. If Customer fails to timely and completely provide accurate information or Tax Funds required by these Terms, or otherwise fails to fulfill any obligations under these Terms, or if Customer requires a change to the standard process described in these Terms, BevLogic may charge Customer additional fees. For example, BevLogic may charge a fee: (i) if Customer does not provide Tax Funds prior to the deadline; (ii) for BevLogic to change the funding process because the Bank Account or other BevLogic managed bank account is not adequately funded; (iii) for BevLogic to make a change to Customer’s Returns, Tax Data, Tax Funds to be remitted, or any other standard process; (iv) if Customer does not timely provide the Tax Data in the format required by BevLogic, or in a form requiring manual transformation; (v) if Customer comingles payment of its funds and BevLogic’s Service fees; (vi) if any Notice management is necessary due to Customer’s noncompliance with these Terms; or (vii) if Customer remits funds by check or other non-approved payment method.
9. Taxes. Customer is responsible for any applicable sales, use, excise, value-added, or similar taxes, levies, or duties payable with respect to Customer’s order of Services assessable by any local, state, provincial, federal, or foreign jurisdiction. Unless expressly specified otherwise in any Order Document, all fees, rates, and estimates exclude such taxes, levies, and duties. BevLogic is responsible only for taxes based upon BevLogic’s net income, assets, payroll, property, and employees.
10. Annual Increases. Unless otherwise agreed in writing, BevLogic may increase Service fees for each Renewal Subscription Term. In order for price increases to be effective, BevLogic must notify Customer at least thirty (30) calendar days prior to the Renewal Subscription Term. Such notice may be in the form of an invoice or any other form of notice used by BevLogic to communicate with Customer. If Customer objects to the increase, Customer may elect to not renew its order of Services. Customer acknowledges that the following do not constitute fee increases: (i) additional fees for any upgrade or any additional Service that Customer orders; (ii) overage fees for usage in excess of Customer’s usage tier; and (iii) expiration of any discount or incentive programs to which Customer was previously entitled.

14. Confidential Information

1. Confidential Information. “Confidential Information” means information designated by a Party or a Party’s Affiliate as confidential, or given the circumstances, would reasonably be understood by the Recipient to be confidential, and that is disclosed by a Party, its Affiliates, or their respective Representatives (the “Discloser”) to the other Party, its Affiliates, or their respective Representatives (the “Recipient”), regardless of the form of disclosure. Confidential Information includes, with respect to BevLogic and its Affiliates, the BevLogic Property including non-public Documentation, and with respect to Customer and its Affiliates, all Customer Data and Customer Property, and with respect to both the Discloser and Recipient, the non-public terms of the Agreement and all non-public information relating to business plans, customers and customer lists, data, designs (whether actual, contemplated, experimental, or planned), financial information, forecasts, Inventions, know-how, methods, market analysis, pricing, products (whether actual, contemplated, experimental, or planned), prerelease offerings, research and development, security policies and processes, source and object code, and strategies of the Discloser.
2. Exclusions. Confidential Information does not include information that the Recipient can establish: (i) (except with respect to Personal Information) is or becomes generally known to the public without the Recipient’s breach of any obligation owed to the Discloser; (ii) has been rightfully received by the Recipient from a third party without confidentiality restrictions; (iii) is known to the Recipient without any restriction as to use or disclosure prior to first receipt by the Recipient from the Discloser; or (iv) has been independently developed by the Recipient without use of or reference to the Discloser’s Confidential Information.
3. Disclosures Required by Law. If any Applicable Laws or judicial or administrative order requires the Recipient to disclose any of the Discloser’s Confidential Information, the Recipient shall (if legally permitted) promptly notify the Discloser in writing prior to making any such disclosure, in order to facilitate the Discloser’s efforts to protect its Confidential Information. Following such notification, the Recipient shall cooperate with the Discloser, at the Discloser’s reasonable expense, in seeking and obtaining protection for the Discloser’s Confidential Information. If, in the absence of a protective order or other remedy or the receipt of a waiver by the Discloser, the Recipient is legally compelled to disclose Confidential Information by any tribunal, regulatory authority, agency, or similar entity, the Recipient may disclose only that portion of the Confidential Information that is legally required to be disclosed, and the Recipient shall exercise its best efforts to preserve the confidentiality of the remaining Confidential Information.
4. Restrictions on Use and Disclosure. The Recipient shall use Confidential Information of the Discloser solely to fulfill its obligations under the Agreement, to comply with Applicable Laws, to discuss potential business opportunities between the Parties, or as otherwise permitted under the Agreement. Subject to the permitted disclosures set forth in Section 14(c) (Disclosures Required by Law), the Recipient shall hold Confidential Information in strict confidence and shall not disclose or authorize the disclosure of Confidential Information to third parties except as otherwise permitted by the Agreement. The Recipient may disclose Confidential Information to a Representative or service provider on the condition that the Recipient: (i) ensures that such Representative or service provider is bound by a written agreement or other legally binding obligation of confidentiality and restricted use at least as protective as these Terms and (ii) is fully responsible for such Representative’s or service provider’s use and disclosure of the Confidential Information and its compliance with the obligations of the Recipient under this Section 14(d) (Restrictions on Use and Disclosure). The Recipient shall protect Confidential Information of the Discloser from unauthorized access and disclosure using the same degree of care, but in no event less than a reasonable standard of care, that it uses to protect its own Confidential Information of a similar nature and shall not reverse engineer, decompile, or disassemble any such Confidential Information. All rights and obligations regarding Confidential Information (including Customer Data) will survive and remain subject to the confidentiality provisions of this Agreement for as long as the Confidential Information is retained or until it no longer meets the definition of Confidential Information.
5. Return of Confidential Information. BevLogic shall destroy, overwrite, or return Customer’s Confidential Information as provided in Section 12(h) (Return of Customer Data) or Section 12(i) (Deletion of Data), as applicable.

15. Warranties

1. Mutual Warranties. Each Party represents and warrants to the other Party that (i) it has the authority to enter into and perform its obligations under the Agreement; (ii) the Agreement does not conflict with any other agreement entered into by it; (iii) it does not conduct business for any unlawful purpose; and (iv) it and its Representatives are not on and have not been on the United States Department of Treasury, Office of Foreign Asset Control’s list of Specially Designated National and Blocked Persons; Her Majesty’s Treasury, Asset Freezing Unit’s Consolidated List of Financial Sanctions Targets; the European Union’s consolidated list of persons, groups, and entities subject to EU financial sanctions; or any similar list of embargoed or blocked persons applicable to persons or entities in the jurisdiction of such Party’s domicile or use of the Services.
2. BevLogic’s Warranties. BevLogic offers the following warranties for the Services:
   1. General. The following terms in this Section 15(b)(i) shall only apply to Customer’s selection of Services which are not Professional Services.
      1. BevLogic warrants to Customer that: (1) the Services BevLogic provides to Customer will perform in all material respects in accordance with its applicable, then-current Documentation; (2) subject to Section 10(d) (Protection of Customer Data, Personal Information, and Confidential Information), BevLogic will not materially reduce a Service or its features or functionality during a Subscription Term (provided, however, that BevLogic may do so to comply with Applicable Laws or upon expiration of a Subscription Term with at least thirty (30) calendar days’ written notice to Customer); and (3) BevLogic will use commercially reasonable efforts, using then-current versions of commercially available antivirus software, to ensure that the BevLogic Technology provided to Customer contains no computer virus, Trojan horse, worm, or other similar malicious code. BevLogic does not warrant that the BevLogic Technology is free from all bugs, errors, or omissions.
      2. If BevLogic fails to conform to any of the warranties in this Section 15(b)(i) (General) and BevLogic does not render the BevLogic Technology conforming within thirty (30) calendar days of Customer’s written notice to BevLogic of the nonconformance, then, as Customer’s sole and exclusive remedy for any nonconformance, Customer may immediately terminate its subscription for the affected Service upon notice to BevLogic, and BevLogic shall refund Customer the pro rata amount of any prepaid Service subscription fees applicable to the unused portion of the Subscription Term of the terminated Service (excluding any activation or other one-time fees). The refund will be calculated from the date that Customer notifies BevLogic of the nonconformance.
      3. To the extent the Service, systems, or software have been modified, except where such modifications have been made at the direction of BevLogic, the following shall not apply: (i) the warranty obligations contained in this Section 15(b)(i) (General), and (ii) the support obligations contained in Section 2(c) (BevLogic’s Responsibilities).
   2. Professional Services. The following terms in this Section 15(b)(ii) shall only apply to Customer’s selection of Professional Services. Provided that Customer performs its obligations to BevLogic under these Terms and the applicable Services Schedule, BevLogic warrants to Customer that the Professional Services will be performed in a professional manner consistent with generally accepted industry practice. BevLogic’s warranty shall expire thirty (30) calendar days after the applicable date that the Professional Services are completed or the termination of the Services Schedule, whichever occurs first. BevLogic’s warranty shall only be effective if Customer notifies BevLogic of the breach of warranty before that expiration date. BevLogic’s sole and exclusive obligation for breach of warranty will be, at BevLogic’s option, to (a) use commercially reasonable efforts to reperform the Professional Services in a manner that conforms to the warranty, or (b) refund to Customer the fees paid by Customer to BevLogic for the nonconforming Professional Services. The remedies set forth in this paragraph are Customer’s exclusive remedies for any breach of warranty.
   3. The warranties in the Agreement are for Customer’s sole benefit, and do not extend to any other person or entity.
3. Disclaimer of Implied Warranties. Except as expressly provided in the Agreement, the Services are provided on an “as-is” and “as available” basis, and neither Party makes any warranties of any kind, whether express, implied, statutory, or otherwise, and each Party specifically disclaims all implied warranties, including the implied warranties of merchantability and fitness for a particular purpose, to the maximum extent permitted by Applicable Laws.

16. Indemnification

1. Indemnification by BevLogic. BevLogic shall indemnify and defend Customer and Customer’s directors, officers, employees, and Affiliates against any Losses incurred as a result of a third-party demand, claim, or action that (1) the use of the Service in accordance with the Agreement infringes a copyright, registered trademark, issued patent, or other Intellectual Property right of such third party (an “Infringement”); (2) results from BevLogic’s breach of its confidentiality obligations under Section 14 (Confidential Information); or (3) results from BevLogic’s violation of Applicable Laws. “Loss” means any liability, loss, settlement payment (including any settlement the Indemnitee agrees to pay, as long as it is in a written settlement approved by the Indemnitor in writing), interest, award, judgment, damages (including punitive damages), fines, fees, penalties, filing fees and court costs, witness fees, reasonable attorneys’ and other professionals’ fees, other reasonable investigation and defense costs, and any other fees, costs, expenses and charges.
   1. If the Service is subject to a claim of Infringement and as a result, Customer’s use of the Service is enjoined, then BevLogic shall, at no cost to Customer, procure for Customer the right to continue using the Service or replace it with non-infringing or modified Services of materially equivalent functionality.
   2. If none of the above options are available on terms that are commercially reasonable for BevLogic, then BevLogic may terminate Customer’s right to access and use the Services that require the infringing Service, in which case BevLogic shall refund Customer the pro rata amount of any prepaid Service subscription fees applicable to the unused portion of the Subscription Term for the terminated Service(s) (excluding any activation or other one-time fees) provided, however, that if Customer was unable to use the Service as a result of the Infringement, the unused portion of the Subscription Term will be measured from the last date on which Customer was able to use the Service.
   3. BevLogic has no obligation with respect to any actual or alleged Infringement to the extent that the Infringement is caused or alleged to be caused by (1) Customer Data; (2) use or modification of the Services other than by BevLogic or other than as specified in the Documentation or the Agreement; or (3) combination of the Service with any products, software, services, data, or other materials not provided by BevLogic or approved by BevLogic in writing, if the Infringement would not have occurred but for such combination.
2. Indemnification by Customer. Customer shall indemnify and defend BevLogic and its Affiliates and their respective directors, officers, and employees against Losses incurred as a result of a third-party demand, claim, or action that (1) Customer’s use of the Service in breach of the Agreement infringes the Intellectual Property rights of a third party; (2) results from Customer’s breach of its obligations under the Agreement; or (3) results from Customer’s violation of Applicable Laws.
3. Process. The obligations of a Party (“Indemnitor”) to defend or indemnify the other (“Indemnitee”) under this Section 16 (Indemnification) are subject to the following: (i) the Indemnitee must promptly inform the Indemnitor in writing of any claim or action within the scope of the Indemnitor’s defense or indemnity obligations set forth in the Agreement, provided that Indemnitor shall not be excused from its indemnity obligations for failure to provide prompt notice except to the extent that the Indemnitor is prejudiced by any such failure to provide prompt notice; (ii) the Indemnitor must be given exclusive control of the defense of such claim and all negotiations relating to its settlement, except that the Indemnitor may not, without Indemnitee’s approval, (A) make any admissions on the Indemnitee’s behalf or (B) settle any such claim unless the settlement unconditionally releases the Indemnitee of all liability; and (iii) the Indemnitee must reasonably assist the Indemnitor in all necessary respects in connection with the defense of the claim, at the Indemnitor’s expense. The Indemnitee may participate in the defense of the claim at its sole cost and expense.
4. Exclusive Remedy. This Section 16 (Indemnification) states the Indemnitor’s sole liability and the Indemnitee’s exclusive remedy with respect to Infringement and any other type of third-party claim or action described in this Section 16 (Indemnification). This Section 16 (Indemnification) does not apply to any direct claims between the Parties. For the sake of clarity, this Section 16 (Indemnification) does not cover any claims from a tax authority based on any error in availability, accuracy, or timeliness of any Service, including, for example, any tax calculation or determination, tax return, filing, or compliance document.

17. Modifications

1. Modification Notice. Subject to the restrictions in this Section 17 (Modifications), BevLogic may at any time modify these Terms, the Acceptable Use Policy, the Privacy Notice and the DPA. If BevLogic modifies these Terms or the Acceptable Use Policy, it shall provide prior written notice (“Modification Notice”) to Customer of such modifications at least thirty (30) calendar days prior to the effectiveness of the modifications. BevLogic is not required to provide prior notice if modifications are necessary to comply with Applicable Laws but in such case shall use commercially reasonable efforts to provide prior notice when practicable. BevLogic may update the list of services without providing prior notice.
2. Renewal Modification Notice. If the Modification Notice states that the modifications will become effective upon commencement of a Renewal Subscription Term, then the modifications will become effective for each Service affected by the changes upon renewal of such Service. Customer may avoid the applicability of the changes only by canceling the renewal of Customer’s subscription prior to commencement of the Renewal Subscription Term.
3. Mid-Term Modification Notice. If the Modification Notice states that the modifications will become effective during the then-current Subscription Term, and the modifications materially and adversely affect Customer, then Customer may terminate Customer’s subscription to the affected Service by providing written notice to BevLogic at any time within the thirty (30) calendar day period following the date of the Modification Notice. Customer’s termination will become effective on the later to occur of (i) the date on which Customer delivers a timely termination notice or (ii) the date on which the applicable modifications become effective, provided that, upon written request by Customer, BevLogic shall continue to provide such Service to Customer as needed to manage a reasonable transition to another vendor, not to exceed sixty (60) calendar days, and at BevLogic’s then-current rates for the affected Service. If Customer terminates a Service subscription pursuant to this Section 17(c) (Mid-Term Modification Notice), then BevLogic shall refund Customer the pro rata amount of any prepaid Service subscription fees applicable to the unused portion of the Subscription Term for the terminated Service (excluding any activation or other one-time fees).
4. General. If Customer does not terminate the affected Service subscription as specified in this Section 17 (Modifications), then Customer will be bound by the modified terms beginning upon the effective date set forth in the Modification Notice.

18. Exclusion of Certain Claims; Limitation of Liability

1. Exclusion of Certain Claims.In no event shall either Party be liable to the other Party or any other party for cost of cover or any consequential, indirect, special, punitive, incidental, exemplary, or lost profits damages of any kind, whether foreseeable or unforeseeable, including damages for loss of data, goodwill or investments, use of money or facilities, interruption in use or availability of data, stoppage of other work, or impairment of other assets, even if advised of the possibility of such damages and even if such damages are reasonably foreseeable.The previous sentence will not apply to instances of gross negligence or willful misconduct,to a Party’s breach of its privacy, security, and confidentiality obligations set forth in Section 10 (Privacy and Security) and Section 14 (Confidential Information), to a Party’s indemnification obligations, or to any infringement or misappropriation by a Party of any Intellectual Property rights of the other Party.
2. Limitation of Liability. In no event shall a Party’s aggregate liability to the other Party exceed the fees paid or payable by Customer to BevLogic under the Agreement in the twelve (12) month period immediately preceding the event giving rise to the claim. The previous sentence does not apply to instances of gross negligence or willful misconduct, to a Party’s indemnification obligations, to Customer’s obligations to pay fees and Expenses when due and payable, to noncompliance with the Acceptable Use Policy by Customer, Customer’s Affiliates or its or their Authorized Users or Representatives, or to any infringement or misappropriation by a Party of any Intellectual Property rights of the other Party.
3. Limitation of Claims. Except with respect to claims of infringement or misappropriation of Intellectual Property of the other Party, a Party’s breach of its confidentiality obligations set forth in Section 14 (Confidential Information), or Customer’s failure to pay amounts due under the Agreement, neither Party may bring any claim relating to the Agreement more than two (2) years after the Party knew or should have known about the events giving rise to the claim but in no event more than six (6) years after the events giving rise to the claim occurred.
4. General. These exclusions and limitations apply even if the remedies are insufficient to cover all of the losses or damages of such Party, its Affiliates or, in the case of Customer, Authorized Users. Without these limitations, the fees for the Service(s) would be significantly higher. Some jurisdictions do not allow the exclusion of certain warranties or the limitation or exclusion of liability for incidental or consequential damages. Accordingly, some or all of the above exclusions or limitations may not apply, and the Parties may have additional rights.

19. Miscellaneous

1. Anti-Corruption Laws. Each Party shall at all times comply with all applicable anti-corruption laws, including, to the extent applicable, (1) the U.S. Foreign Corrupt Practices Act of 1977, as amended, and (2) the UK Bribery Act 2010.
2. Relationship of the Parties; No Professional Tax Opinions or Legal Advice. The Agreement does not create a partnership, joint venture, agency, or fiduciary relationship between the Parties. Distributors (as defined in Section 20 (Purchase Through Distributors) below) and BevLogic’s other business partners are independent of BevLogic and are not BevLogic’s agents. Customer acknowledges and agrees that BevLogic does not provide legal advice, including legal or professional tax opinions or management advice. Customer is responsible for its own tax policies and tax reporting positions taken. Customer is responsible for conducting its own due diligence and seeking the assistance of a qualified legal, tax, or accounting professional.
3. Non-solicitation. During the Term and for a period of six (6) months thereafter, Customer shall not solicit for employment any employee or contractor of BevLogic who worked directly on any Services. This restriction does not (1) prohibit Customer from hiring employees of BevLogic who respond to job advertisements directed to the general public, or (2) apply with respect to BevLogic’s employees who reside in a jurisdiction where this restriction is prohibited by Applicable Laws.
4. Third-Party Applications. BevLogic is not responsible for and does not in any way endorse any Third-Party Applications or websites linked to by BevLogic’s website or the Services.
5. Publicity. Neither Party shall issue any public statement regarding the Agreement without the other Party’s prior written consent. Unless a Party has specifically notified the other Party to the contrary in writing, either Party may use the name or logo of the other Party or its Affiliates to identify such other party as a customer or vendor (as the case may be) in accordance with that Party’s provided marketing guidelines.
6. Other Technology or Services; No Audit Support. Customer acknowledges and agrees that Customer has not relied on any future availability of any service offerings, technology, or additional, enhanced or updated features or functionality, and that the Services do not include any audit support (unless otherwise specified in an Order Document).
7. Governing Law; Jurisdiction and Venue. The Agreement and all matters in connection with the Agreement will be governed by laws of the state of New York, without regard to any laws, treaties, or conflicts of laws principles that would apply the law of any other jurisdiction and without regard to the United Nations Convention on the International Sale of Goods. For any claims or causes of action arising out of the Agreement, the Parties agree to the exclusive jurisdiction of, and venue in, the state and federal courts located in New York County, New York.
8. Sovereign Immunity Waiver. By entering into the Agreement, Customer is expressly and unequivocally granting a limited waiver of its defense of sovereign immunity, if applicable, in favor of BevLogic for the limited purpose of enforcing this Agreement, including Section 16 (Indemnification). This limited waiver of sovereign immunity shall expire at the later of: (i) two (2) years after the termination or expiration of the Agreement; and (ii) the conclusion of any legal proceedings instituted pursuant to the Agreement pending at the termination or expiration of the Agreement, including the conclusion of any potential appeals from such proceedings.
9. Equitable Relief. Each Party acknowledges that damages may be an inadequate remedy if it or its Affiliates or its or their Representatives (or, in the case of Customer, Authorized Users) violates the obligations under the Agreement, and each Party shall have the right, in addition to any other rights it may have, to seek injunctive relief without any obligation to post any bond or similar security.
10. Force Majeure. Neither Party shall be responsible for failure or delay of performance caused by circumstances beyond its reasonable control, including earthquake, storm, or other act of God; labor disputes; electrical, telecommunications, or other utility failures; embargoes; riots; acts of government; or acts of terrorism or war. A Party seeking relief from performance under this Section 19(j) (Force Majeure) must (i) provide notice of such circumstances to the other Party as soon as practicable, (ii) use commercially reasonable efforts to avoid or mitigate such circumstances, and (iii) resume performance as soon as practicable upon the cessation of the circumstances. If the failure or delay continues for more than thirty (30) calendar days, either Party may, in its discretion, terminate the affected Service. Such termination will not result in any liability by either Party, except that, if Customer terminates the affected Service for BevLogic’s failure, BevLogic shall refund Customer the pro rata amount of any prepaid Service subscription fees applicable to the unused portion of the Subscription Term of the terminated Service (excluding any activation or other one-time fees). If Customer was unable to use the Service as a result of the force majeure event, the unused portion of the Subscription Term will be measured from the last date on which Customer was able to use the Service.
11. Notices. BevLogic shall communicate announcements of general interest by email or by posting on its website or in BevLogic Technology. BevLogic shall provide Customer with legal notices in writing by email, mail, or courier to the address provided by Customer. Customer shall immediately notify BevLogic if Customer’s address for notice changes. Except as otherwise specified in the Agreement, all notices to BevLogic must be in writing and sent as follows:

12. Successors and Assigns. Either Party may assign the Agreement without the other Party’s consent to an entity that acquires all or substantially all of the assets of or that is an Affiliate of the assigning Party, provided that (i) the assignee must agree in writing to be bound by the Agreement, and (ii) BevLogic may prohibit assignment by Customer to a competitor of Customer or to an entity operating a business in violation of Applicable Laws. Except as provided above, neither Party may assign its rights or obligations under the Agreement without the other Party’s prior written consent, such consent not to be unreasonably withheld or delayed, and any attempt to so assign the Agreement will be null and void. The Agreement will bind and inure to the benefit of each Party’s permitted successors and assigns. For the avoidance of doubt, a change of control or sale of equity interests of a Party shall not be deemed to be an assignment.
13. Severability. If any provision of the Agreement is determined to be invalid or unenforceable by any court, then to the fullest extent permitted by law, that provision will be deemed modified to the extent necessary to make it enforceable and consistent with the original intent of the Parties and all other provisions of the Agreement will remain in full force and effect.
14. Waiver. No waiver of any provision of the Agreement, nor any consent by a Party to the breach of or departure from any provision of the Agreement, will in any event be binding on or effective against such Party unless it is in writing and signed by such Party, and then the waiver or consent will be effective only in the specific instance and for the purpose for which given.
15. No Third-Party Beneficiaries. This Agreement does not and is not intended to confer any rights or remedies to any third party, including clients of Customer.
16. Entire Agreement. The Agreement constitutes the entire agreement and understanding between the Parties with respect to the subject matter hereof and supersedes all prior or contemporaneous written, electronic, or oral communications, representations, agreements, or understandings between the Parties with respect thereto. Except as specified in Section 17 (Modifications), the Agreement may not be modified or amended except by a written instrument executed by both Parties. Customer’s standard terms of purchase or vendor management terms (including purchase order terms or click-through terms), if any, are inapplicable.
17. Order of Precedence. Except to the extent expressly specified otherwise, if there is any conflict between these Terms and any of the other Agreement documents, then the following order of precedence applies: (i) any addendum between the Parties, (ii) the Order Document, and (iii) these Terms.

20. Purchase Through Distributors

This Section 20 (Purchase Through Distributors) only applies to Customers who have purchased a Service through a Distributor. “Distributor” means an entity that BevLogic has authorized as a distributor or reseller of the Services. For the sake of clarity, this Section 20 (Purchase Through Distributors) does not apply if Customer did not purchase a Service through a Distributor.

1. Distributors. “Distributor Agreement” means the order, agreement or other document between Customer and a Distributor for Customer’s purchase or other acquisition of Services. Additional terms that apply to Customer’s use of the Services when obtained from a Distributor are set forth in this Section 20 (Purchase Through Distributors). In the event of any conflict between the provisions of the Agreement and the Distributor Agreement, then the provisions of the Agreement prevail. If a Distributor has granted Customer any rights that BevLogic does not also directly grant to Customer in the Agreement, or that conflict with the Agreement, then Customer’s sole recourse with respect to such rights is against the Distributor.
2. Subscriptions Through a Distributor. If Customer ordered a Service through a Distributor, the Subscription Term will begin on the Effective Date, and it will expire, renew, and terminate in accordance with the terms of the Distributor Agreement.
3. Purchases Through a Distributor. If Customer ordered a Service through a Distributor, then the billing, payment, and termination sections of the Agreement may not apply to Customer, and Customer’s billing and payment rights and obligations are governed by the Distributor Agreement. However, if the Distributor from whom Customer purchased a Service fails to pay BevLogic any amounts due in connection with Customer’s use of the Services, BevLogic may suspend Customer’s Account, with or without notice to Customer. Customer agrees that Customer’s remedy in the event of such suspension is solely against the Distributor and that BevLogic is not liable to Customer in any manner for such suspension. BevLogic may invoice Customer directly for renewals.
4. Modifications. BevLogic may modify these Terms or the Acceptable Use Policy. If Customer ordered a Service through a Distributor, any modification will take effect upon the date of the modification, and Customer may avoid the applicability of the modification only by ceasing its use of a Service.