This subscription agreement (agreement) governs your 7-day, 14-day or 30-day free trial of the services. If you purchase our services, this agreement will also govern your purchase and ongoing use of those services.

BECTRAN Inc. (Bectran, we, us or our and terms of similar meaning) provides this web service (in these terms we call this service and any successor web services, and any software provided by Bectran for use with the service as described in the User Guide, the Service) to "You" or "Your" the company or other legal entity for which you are accepting this Agreement and Affiliates of that company or entity subject to these terms and conditions of use (these Terms). Please read these Terms carefully before using the Service. By accessing or using the Service or by merely browsing the Service you agree to be legally bound by these Terms and all terms, policies and guidelines incorporated by reference in these Terms. If you do not agree with these Terms in their entirety, you may not use the Service.

In these Terms, our customers and their staff members to whom they give staff access to their Bectran (purchased services or services provided as part of a 7-DAY, 14-DAY or 30-day free trial) the Account are called Subscribers, or Suppliers, and our subscribers customers who use the Service (for example, to apply or buy on trade credit Subscribers goods) are called Customers, or Buyers. In these Terms users of the Service, whether they are Subscribers, Customers, or casual browsers of the Service, are called Users.

Our direct competitors may not access the Services for purposes of monitoring their availability, performance or functionality, or for any other benchmarking or competitive purposes.

1. Definition


Affiliate means any entity which directly or indirectly controls, is controlled by, or is under common control with the subject entity. "Control," for purposes of this definition, means direct or indirect ownership or control of more than 50% of the voting interests of the subject entity.

Malicious Code

Malicious Code means viruses, worms, time bombs, Trojan horses and other harmful or malicious code, files, scripts, agents or programs.


Services means the products and services that are ordered by You under a Free trial or Purchased and made available by Us online via the customer login link at and/or other web pages designated by Us, including associated offline components, as described in the User Guide.

User Guide

User Guide means the online user guide for the Services, accessible via login at, as updated from time to time. You acknowledge that You have had the opportunity to review the User Guide during the free trial described in Section 2 below.


User means an individual who is authorized by You to use a Service, for whom You have ordered the Service, and to whom You (or We at Your request) have supplied a user identification and password. Users may include, for example, Your employees, consultants, contractors and agents, and third parties with which You transact business.

Your Data

Your Data means electronic data and information submitted by or for You to the Purchased Services or collected and processed by or for You using the Purchased Services, excluding Content and Non-Bectran Applications.


Content means information obtained by Us from Our content licensors or publicly available sources and provided to You pursuant to services ordered, as more fully described in the Documentation.


Documentation means Our online user guides, documentation, and help and training materials, as updated from time to time, accessible via or distributed in any other electronic format.

2. 7-Day, 14-Day or 30-Day Free Trial

We will make the Services available to You on a trial basis free of charge until the earlier of (a) the seventh, fourteenth or thirtieth day after Your acceptance of this Agreement or (b) the start date of any Purchased Services ordered by You NOTWITHSTANDING SECTION 9 (WARRANTIES AND DISCLAIMERS), DURING THE 7-DAY, 14-DAY or 30-DAY FREE TRIAL THE SERVICES ARE PROVIDED AS-IS WITHOUT ANY WARRANTY. Please review the User Guide during the trial period so that You become familiar with the features and functions of the Services before You make Your purchase.

3. Purchased Services

  • 3.1. Provision of Purchased Services

    We shall make the Purchased Services available to You pursuant to this Agreement during a subscription term. You agree that Your purchases hereunder are neither contingent on the delivery of any future functionality or features nor dependent on any oral or written public comments made by Us regarding future functionality or features.

  • 3.2. User Subscriptions

    Unless otherwise specified Services are purchased as User subscriptions and may be accessed by no more than the specified number of Users, (i) additional User subscriptions may be added during the subscription term at the same pricing as that for the pre-existing subscriptions, prorated for the remainder of the subscription term in effect at the time the additional User subscriptions are added, and (ii) the added User subscriptions shall terminate on the same date as the pre-existing subscriptions. User subscriptions are for designated Users and cannot be shared or used by more than one User but may be reassigned to new Users replacing former Users who no longer require ongoing use of the Services.

4. Use of the Services

  • 4.1. Our Responsibilities

    We shall: (i) provide to You basic support for the Purchased Services at no additional charge (ii) use commercially reasonable efforts to make the Purchased Services available 24 hours a day, 7 days a week, except for: (a) planned downtime (of which We shall give at least 8 hours notice via the Purchased Services and which We shall schedule to the extent practicable during the weekend hours from 6:00 p.m. Central time Friday to 3:00 a.m. Central time Monday), or (b) any unavailability caused by circumstances beyond Our reasonable control, including without limitation, acts of God, acts of government, flood, fire, earthquakes, civil unrest, acts of terror, strikes or other labor problems (other than those involving Our employees), or Internet service provider failures or delays, and (iii) provide the Purchased Services only in accordance with applicable laws and government regulations.

  • 4.2. Your Responsibilities

    You shall (i) be responsible for Users' compliance with this Agreement, (ii) be solely responsible for the accuracy, quality, integrity and legality of Your Data and of the means by which You acquired Your Data, (iii) use commercially reasonable efforts to prevent unauthorized access to or use of the Services, and notify Us promptly of any such unauthorized access or use, and (iv) use the Services only in accordance with the User Guide and applicable laws and government regulations. You shall not (a) make the Services available to anyone other than Users, (b) sell, resell, rent or lease the Services, (c) use the Services to store or transmit infringing, libelous, or otherwise unlawful or tortious material, or to store or transmit material in violation of third-party privacy rights, (d) use the Services to store or transmit Malicious Code, (e) interfere with or disrupt the integrity or performance of the Services or third-party data contained therein, or (f) attempt to gain unauthorized access to the Services or their related systems or networks.

5. Third-Party providers

  • 5.1. Acquisition of Third-Party Products and Services

    Acquisition by You of third-party products or services, including but not limited to Third-Party Applications and implementation, customization and other consulting services, and any exchange of data between You and any third-party provider, is solely between You and the applicable third-party provider. We do not warrant or support third-party products or services. No purchase of third-party products or services is required to use the Services.

  • 5.2. Third-Party Applications and Your Data

    If You install or enable Third-Party Applications for use with Services, You acknowledge that We may allow providers of those Third-Party Applications to access Your Data as required for the interoperation of such Third-Party Applications with the Services. We shall not be responsible for any disclosure, modification or deletion of Your Data resulting from any such access by Third-Party Application providers. The Services shall allow You to restrict such access by restricting Users from installing or enabling such Third-Party Applications for use with the Services.

6.Fees and Payment for purchased services

  • 6.1. User Fees

    You shall pay all fees specified. Except as otherwise specified herein, (i) fees are quoted and payable in United States dollars (ii) fees are based on services purchased and not actual usage, (iii) payment obligations are non-cancelable and fees paid are non-refundable, and (iv) the number of User subscriptions purchased cannot be decreased during the relevant subscription term. User subscription fees are based on monthly periods that begin on the subscription start date and each monthly anniversary thereof; therefore, fees for User subscriptions added in the middle of a monthly period will be prorated and charged to the nearest month-end and the monthly periods remaining in the subscription term.

  • 6.2. Invoicing and Payment

    You will provide Us with valid and updated credit card information. If You provide credit card information to Us, You authorize Us to charge such credit for all Services for the initial subscription term and any renewal subscription term(s) as set forth in Section 12.2 (Term of Purchased User Subscriptions). You are responsible for maintaining complete and accurate billing and contact information in the Services.

  • 6.3. Suspension of Service and Acceleration

    If any amount owing by You under this agreement for Our services is 10 or more days overdue in the case of amounts You have authorized Us to charge to Your credit card, We may, without limiting Our other rights and remedies, accelerate Your unpaid fee obligations under such agreements so that all such obligations become immediately due and payable, and suspend Our services to You until such amounts are paid in full.

  • 6.4. Payment Disputes

    If any amount owing by You under this agreement for Our services is 10 or more days overdue in the case of amounts You have authorized Us to charge to Your credit card, We may, without limiting Our other rights and remedies, accelerate Your unpaid fee obligations under such agreements so that all such obligations become immediately due and payable, and suspend Our services to You until such amounts are paid in full.

  • 6.5. Taxes

    Unless otherwise stated, Our fees do not include any taxes, levies, duties or similar governmental assessments of any nature, including but not limited to value-added, sales, use or withholding taxes, assessable by any local, state, provincial, federal or foreign jurisdiction (collectively, " Taxes").

7. Proprietary Rights

  • 7.1. Reservation of Rights

    Subject to the limited rights expressly granted hereunder, We reserve all rights, title and interest in and to the Services, including all related intellectual property rights. No rights are granted to You hereunder other than as expressly set forth herein.

  • 7.2. Restrictions

    You shall not (i) permit any third party to access the Services. (ii) create derivate works based on the Services, (iii) copy, frame or mirror any part or content of the Services, other than copying or framing on Your own intranets or otherwise for Your own internal business purposes, (iv) reverse engineer the Services, or (v) access the Services in order to (a) build a competitive product or service, or (b) copy any features, functions or graphics of the Services.

  • 7.3. Ownership of Your Data

    As between Us and You, You exclusively own all rights, title and interest in and to all of Your Data.

  • 7.4. Suggestions

    We shall have a royalty-free, worldwide, transferable, sublicenseable, irrevocable, perpetual license to use or incorporate into the Services any suggestions, enhancement requests, recommendations or other feedback provided by You, including Users, relating to the operation of the Services.

  • 7.5. Federal Government End Use Provisions

    We provide the Services, including related software and technology, for ultimate federal government end use solely in accordance with the following: Government technical data and software rights related to the Services include only those rights customarily provided to the public as defined in this Agreement. This customary commercial license is provided in accordance with FAR 12.211 (Technical Data) and FAR 12.212 (Software) and, for Department of Defense transactions, DFAR 252.227-7015 (Technical Data Commercial Items) and DFAR 227.7202-3 (Rights in Commercial Computer Software or Computer Software Documentation). If a government agency has a need for rights not conveyed under these terms, it must negotiate with Us to determine if there are acceptable terms for transferring such rights, and a mutually acceptable written addendum specifically conveying such rights must be included in any applicable contract or agreement.

8. Confidentiality

  • 8.1. Definition of Confidential Information

    As used herein, " Confidential Information" means all confidential information disclosed by a party (" Disclosing Party") to the other party (" Receiving Party"), whether orally or in writing, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure. Your Confidential Information shall include Your Data; Our Confidential Information shall include the Services; and Confidential Information of each party shall include the terms and conditions of this Agreement.

  • 8.2. Protection of Your Data

    Without limiting the above, We shall maintain appropriate administrative, physical, and technical safeguards for protection of the security, confidentiality and integrity of Your Data. We shall not (a) modify Your Data, (b) disclose Your Data except as compelled by law in accordance with Section 7.5, (Compelled Disclosure) or as expressly permitted in writing by You, or (c) access Your Data except to provide the services or prevent or address service or technical problems, or at Your request in connection with customer support matters.

  • 8.3. Compelled Disclosure

    The Receiving Party may disclose Confidential Information of the Disclosing Party if it is compelled by law to do so, provided the Receiving Party gives the Disclosing Party prior notice of such compelled disclosure (to the extent legally permitted) and reasonable assistance, at the Disclosing Party's cost, if the Disclosing Party wishes to contest the disclosure. If the Receiving Party is compelled by law to disclose the Disclosing Party's Confidential Information as part of a civil proceeding to which the Disclosing Party is a party, and the Disclosing Party is not contesting the disclosure, the Disclosing Party will reimburse the Receiving Party for its reasonable cost of compiling and providing secure access to such Confidential Information.

9. Warranties and Disclaimers

  • 9.1. Our Warranties

    We warrant that (i) the Services shall perform materially in accordance with the User Guide, and (ii) the functionality of the Services will not be materially decreased during a subscription term. For any breach of either such warranty, Your exclusive remedy shall be as provided in Section 12.3 (Termination for Cause) and Section 12.4 (Refund or Payment upon Termination) below.

  • 9.2. Mutual Warranties

    Each party represents and warrants that (i) it has the legal power to enter into this Agreement, and (ii) it will not transmit to the other party any Malicious Code (except for Malicious Code previously transmitted to the warranting party by the other party).

  • 9.3. Disclaimer


10. Mutual Indemnification

  • 10.1. Indemnification by Us

    We shall defend You against any claim, demand, suit, or proceeding made or brought against You by a third party alleging that the use of the Services as permitted hereunder infringes or misappropriates the intellectual property rights of a third party (a "Claim Against You"), and shall indemnify You for any damages, attorney fees and costs finally awarded against You as a result of, and for amounts paid by You under a court-approved settlement of, a Claim Against You; provided that You (a) promptly give Us written notice of the Claim Against You; (b) give Us sole control of the defense and settlement of the Claim Against You (provided that We may not settle any Claim Against You unless the settlement unconditionally releases You of all liability); and (c) provide to Us all reasonable assistance, at Our expense. In the event of a Claim Against You, or if We reasonably believe the Services may infringe or misappropriate, We may in Our discretion and at no cost to You (i) modify the Services so that they no longer infringe or misappropriate, without breaching Our warranties under Our Warranties above, (ii) obtain a license for Your continued use of the Services in accordance with this Agreement, or (iii) terminate Your User subscriptions for such Services upon 30 days written notice and refund to You any prepaid fees covering the remainder of the term of such User subscriptions after the effective date of termination.

  • 10.2. Indemnification by You

    You shall defend Us against any claim, demand, suit or proceeding made or brought against Us by a third party alleging that Your Data, or Your use of the Services in breach of this Agreement, infringes or misappropriates the intellectual property rights of a third party or violates applicable law (a "Claim Against Us"), and shall indemnify Us for any damages, attorney fees and costs finally awarded against Us as a result of, or for any amounts paid by Us under a court-approved settlement of, a Claim Against Us; provided that We (a) promptly give You written notice of the Claim Against Us; (b) give You sole control of the defense and settlement of the Claim Against Us (provided that You may not settle any Claim Against Us unless the settlement unconditionally releases Us of all liability); and (c) provide to You all reasonable assistance, at Your expense.

  • 10.3. Exclusive Remedy

    This Section 10 (Mutual Indemnification) states the indemnifying party's sole liability to, and the indemnified party's exclusive remedy against, the other party for any type of claim described in this Section..

11. Limitation of Liability

  • 11.1. Limitation of Liability


  • 11.2. Exclusion of Consequential and Related Damages


12. Terms and Termination

  • 12.1. Term of Agreement

    This Agreement commences on the date You accept it and continues until all User subscriptions granted in accordance with this Agreement have expired or been terminated. If You elect to use the Services for a 7-DAY, 14-DAY or 30-day free trial period and do not purchase a subscription before the end of that period, this Agreement will terminate at the end of the 7-DAY, 14-DAY or 30-day free trial period elected.

  • 12.2. Term of Purchased User Subscriptions

    User subscriptions purchased by You commence on the start date specified at subscription purchase and continue for the subscription term specified therein. Except as otherwise specified, all User subscriptions shall automatically renew for additional periods equal to the expiring subscription term or one year (whichever is shorter), unless either party gives the other notice of non-renewal at least 30 days before the end of the relevant subscription term. The per-unit pricing during any such renewal term shall be the same as that during the prior term unless We have given You written notice of a pricing increase at least 60 days before the end of such prior term, in which case the pricing increase shall be effective upon renewal and thereafter.

  • 12.3. Termination for Cause

    A party may terminate this Agreement for cause: (i) upon 30 days written notice to the other party of a material breach if such breach remains uncured at the expiration of such period, or (ii) if the other party becomes the subject of a petition in bankruptcy or any other proceeding relating to insolvency, receivership, liquidation or assignment for the benefit of creditors.

  • 12.4. Refund or Payment upon Termination

    Upon any termination for cause by You, We shall refund You any prepaid fees covering the remainder of the term of all subscriptions after the effective date of termination. Upon any termination for cause by Us, You shall pay any unpaid fees covering the remainder of the term after the effective date of termination. In no event shall any termination relieve You of the obligation to pay any fees payable to Us for the period prior to the effective date of termination.

  • 12.5. Surviving Provisions

    Section 6 (Fees and Payment for Purchased Services), 7 (Proprietary Rights), 8 (Confidentiality), 9.3 (Disclaimer), 10 (Mutual Indemnification), 11 (Limitation of Liability), 12.4 (Refund or Payment upon Termination), 13 (Who You Are Contracting With, Notices, Governing Law and Jurisdiction) and 14 (General Provisions) shall survive any termination or expiration of this Agreement.

13. Who you are Contraction with Notices, Governing Law and Jurisdiction

  • 13.1. Manner of Giving Notice

    Except as otherwise specified in this Agreement, all notices, permissions and approvals hereunder shall be in writing and shall be deemed to have been given upon: (i) personal delivery, (ii) the second business day after mailing, (iii) the second business day after sending by confirmed facsimile, or (iv) the first business day after sending by email (provided email shall not be sufficient for notices of termination or an indemnifiable claim). Notices to You shall be addressed to the system administrator designated by You for Your relevant Services account, and in the case of billing-related notices, to the relevant billing contact designated by You.

  • 13.2. Agreement to Governing Law and Jurisdiction

    The Service is controlled by Bectran and operated by it from its offices in Schaumburg, ILLINOIS. You and Bectran both benefit from establishing a predictable legal environment in regard to the Service. Therefore, you and Bectran explicitly agree that all disputes, claims or other matters arising from or relating to your use of the Service will be governed by the laws of the State of ILLINOIS and the federal laws of United states of America applicable therein. The United Nations Convention on Contracts for the International Sale of Goods does not apply to these Terms.

  • Except where prohibited by applicable law, any claim, dispute or controversy (whether in contract or tort, pursuant to statute or regulation, or otherwise, and whether preexisting, present or future) arising out of or relating to these Terms; (b) the Service or Content; (c) oral or written statements, advertisements or promotions relating to these Terms or to the Service; or (d) the relationships that result from these Terms or the Service or Content (collectively, a Claim) will be referred to and determined by a sole arbitrator (to the exclusion of the courts). Except where prohibited by applicable law, you waive any right you may have to commence or participate in any class action against Bectran related to any Claim and, where applicable, you also agree to opt out of any class proceedings against Bectran. If you have a Claim, you should give written notice to arbitrate at the address specified below. If we have a Claim, we will give you notice to arbitrate at your address provided in your Registration Data. Arbitration will be conducted by one arbitrator pursuant to the commercial arbitration laws and rules in effect on the date of the notice in the State of ILLINOIS.

  • To the extent arbitration as described in the immediately preceding paragraph is prohibited by applicable law, you agree that all Claims will be heard and resolved in a court of competent subject matter jurisdiction located in DuPage County, ILLINOIS. You consent to the personal jurisdiction of such courts over you, stipulate to the fairness and convenience of proceeding in such courts, and covenant not to assert any objection to proceeding in such courts. If you choose to access the Service from locations other than ILLINOIS, you will be responsible for compliance with all local laws of such other jurisdiction and you agree to indemnify Bectran and the other Released Parties for your failure to comply with any such laws.

14. General Provisions

  • 14.1. Export Compliance

    Each party shall comply with the export laws and regulations of the United States and other applicable jurisdictions in providing and using the Services. Without limiting the foregoing, (i) each party represents that it is not named on any U.S. government list of persons or entities prohibited from receiving exports, and (ii) You shall not permit Users to access or use Services in violation of any U.S. export embargo, prohibition or restriction

  • 14.2. Relationship of the Parties

    The parties are independent contractors. This Agreement does not create a partnership, franchise, joint venture, agency, fiduciary or employment relationship between the parties.

  • 14.3. No Third-Party Beneficiaries

    There are no third-party beneficiaries to this Agreement.

  • 14.4. Waiver and Cumulative Remedies

    No failure or delay by either party in exercising any right under this Agreement shall constitute a waiver of that right. Other than as expressly stated herein, the remedies provided herein are in addition to, and not exclusive of, any other remedies of a party at law or in equity.

  • 14.5. Severability

    If any provision of this Agreement is held by a court of competent jurisdiction to be contrary to law, the provision shall be modified by the court and interpreted so as best to accomplish the objectives of the original provision to the fullest extent permitted by law, and the remaining provisions of this Agreement shall remain in effect.

  • 14.6. Attorney Fees

    You shall pay on demand all of Our reasonable attorney fees and other costs incurred by Us to collect any fees or charges due Us under this Agreement following Your breach of Section 6.2 (Invoicing and Payment)

  • 14.7. Assignment

    Neither party may assign any of its rights or obligations hereunder, whether by operation of law or otherwise, without the prior written consent of the other party (not to be unreasonably withheld). Notwithstanding the foregoing, either party may assign this Agreement in its entirety, without consent of the other party, to its Affiliate or in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets not involving a direct competitor of the other party. A party's sole remedy for any purported assignment by the other party in breach of this paragraph shall be, at the non-assigning party's election, termination of this Agreement upon written notice to the assigning party. In the event of such a termination, We shall refund to You any prepaid fees covering the remainder of the term of all subscriptions after the effective date of termination. Subject to the foregoing, this Agreement shall bind and inure to the benefit of the parties, their respective successors and permitted assigns.

  • 14.8. Entire Agreement

    This Agreement, including all exhibits and addenda hereto and all, constitutes the entire agreement between the parties and supersedes all prior and contemporaneous agreements, proposals or representations, written or oral, concerning its subject matter. No modification, amendment, or waiver of any provision of this Agreement shall be effective unless in writing and either signed or accepted electronically by the party against whom the modification, amendment or waiver is to be asserted. However, to the extent of any conflict or inconsistency between the provisions in the body of this Agreement and any exhibit or addendum hereto, the terms of such exhibit, addendum shall prevail. Notwithstanding any language to the contrary therein, no terms or conditions stated in Your purchase order or other order documentation shall be incorporated into or form any part of this Agreement, and all such terms or conditions shall be null and void.

  • 14.9.Trademarks

    All trademarks, registered trademarks, product names and company names or logos mentioned referenced in this Web site are the property of their respective owners. Reference to any products, services, processes or other information, by trade name, trademark, manufacturer, supplier or otherwise does not constitute or imply endorsement, sponsorship or recommendation thereof by Bectran but for identification purposes only.

Bectran Inc

1515 E Woodfield Road, Suite 600

Schaumburg, IL 60173

(888) 791-6620