Beeline Supplier Network Commercial Terms of Service

Last updated February 19, 2025

These Commercial Terms are entered into under, and form a part of, the Supplier Network Agreement between you, Supplier, and Beeline for the Services described herein, or in the Supplier Network Agreement.

1. DEFINITIONS

"Beeline" means Beeline.com, LLC and applicable Affiliates.

“Affiliate” means any entity that directly or indirectly controls, is controlled by, or is under common control with the subject entity.

“Beta Services” means Beeline services or functionality that may be made available to Supplier to try at its option at no additional charge which is clearly designated as beta, pilot, limited release, developer preview, non-production, evaluation, or by a similar description.

“Documentation” means the documentation at Beeline Supplier Networks Documentation including but not limited to pricing, and policies, as updated from time to time, accessible via Beeline Supplier Network login to the applicable Service.

“Free Services” means Services that Beeline makes available to Supplier free of charge. Free Services exclude Services offered as a free trial and Purchased Services.

“Service Order” means an ordering document that is entered into between Supplier and Beeline.

“Purchased Services” means Services that Supplier purchases as distinguished from Free Services or those provided pursuant to a free trial.

“Services” means the products and services that are purchased by Supplier or provided to Supplier free of charge (as applicable) or under a free trial, and made available online by Beeline, including associated APIs or other components, as described in the Documentation.

“User” means, an individual who uses a Services on Customer’s behalf, for whom Customer has purchased a subscription (or in the case of any Services provided by Beeline without charge, for whom a Service has been provisioned), and to whom Customer (or, when applicable, Beeline at Customer’s request) has supplied a user identification and password (for Services utilizing authentication). Users include, for example, employees, consultants, contractors and agents of Customer, and third parties with which Customer transacts business.

2. BEELINE RESPONSIBILITIES

2.1 Provision of Purchased Services. Beeline may make the following Services available to Supplier pursuant to the Agreement as set forth in a Service Order:

Supplier Network Account: A central account to access all authorized Beeline client programs.
Supplier Network APIs: Access and use of the Beeline Supplier Network APIs for integration with Supplier’s systems to automate workflow processes.
Supplier Directory: Profile in Beeline’s Supplier Directory where it may be eligible for special recognition badges.
Support: Standard technical and business support for Purchased Services to Supplier.

2.2 Service Levels. Beeline will use commercially reasonable efforts to make the Supplier Network Account and Supplier Directory available 24 hours a day, 7 days a week, except for: (i) planned downtime (of which Beeline shall give Supplier electronic notice as provided in the Documentation), and (ii) any unavailability caused by circumstances beyond Beeline’s reasonable control, including, for example, an act of God, act of government, flood, fire, earthquake, civil unrest, act of terror, strike or other labor problem (other than one involving Beeline employees), Internet service provider failure or delay, or denial of service attack

2.2.1 API Service Levels. Beeline will use commercially reasonable efforts to (a) maintain an API uptime of 99.9% over a monthly period, excluding scheduled maintenance, which will be communicated with at least 48 hours' notice, (b) respond to API requests within 2 seconds for 95% of all calls, (c) support API throughput of up to 100 requests per minute without performance degradation or rate limiting.

2.3 Beta Services. Beta Services are not suitable for production use and provided “as-is” on a temporary basis. Beeline is not responsible for Supplier’s use of or reliance on Beta Services. Beta Services are not subject to any Service Levels.

2.4 Free Services. Beeline may make Free Services available to Supplier. Free Services are provided to Supplier without charge up to certain limits as described in the Documentation. Usage over these limits requires Supplier’s purchase of additional resources or services. Supplier agrees that Beeline, in its sole discretion and for any or no reason, may terminate Supplier’s access to the Free Services or any part thereof. Supplier agrees that any termination of Supplier’s access to the Free Services may be without prior notice, and Supplier agrees that Beeline will not be liable to Supplier or any third party for such termination. Supplier is solely responsible for exporting Supplier Data from the Free Services prior to termination of Supplier’s access to the Free Services for any reason, provided that if Beeline terminates Supplier’s account, except as required by law Beeline will provide Supplier a reasonable opportunity to retrieve its Supplier Data.

3. USE OF SERVICES

3.1 Subscriptions. Unless otherwise provided in the applicable Service Order, (a) Purchased Services are purchased as subscriptions for a one year term beginning on the date of purchase, (b) subscriptions for Purchased Services may be added during a subscription term, and (c) any added subscriptions will terminate on the same date as the underlying subscriptions. The initial one-year subscription term will automatically renew for successive one-year renewal terms unless written notice is provided by either party at least sixty (60) before the end of the applicable term. These Commercial Terms shall remain in effect for the remainder of the Supplier’s current term even after the termination of the Supplier Network Agreement. Supplier agrees that its purchases are not contingent on the delivery of any future functionality or features, or dependent on any oral or written public comments made by Beeline regarding future functionality or features.

3.2 Usage Limits. Services that are subject to usage limits are specified in the Documentation. If Supplier exceeds a usage limit, Supplier shall automatically be charged to the payment method associated with Supplier’s account for additional quantities of the applicable Services in accordance with the “Invoicing and Payment” section below.

4. FEES AND PAYMENT

4.1 Fees. Supplier will pay all fees incurred by its account. Except as otherwise specified herein or in a Service Order, (i) fees are based on Services purchased at the rates published on the Pricing Page, which includes overage fees based on Service Credit consumption as set forth in the Definition of Service Credits and Connections, (ii) payment obligations are non- cancelable and fees paid are non-refundable, and (iii) quantities purchased cannot be decreased during the relevant subscription term.

4.2 Fee Changes. Beeline may update the Pricing Page. Except as otherwise specified in a Service Order, Beeline published fees will be applicable to renewal subscription term(s).

4.3 Invoicing and Payment. Supplier will provide Beeline with valid and updated credit card information, or ACH documentation reasonably acceptable to Beeline. If Supplier provides credit card or ACH information to Beeline, Supplier authorizes Beeline to charge such credit card or utilize such ACH for all Purchased Services for the initial subscription term and any renewal subscription term(s). Such charges shall be made in advance, either annually or in accordance with any different billing frequency stated in the applicable Service Order. Invoiced fees are due upon receipt of invoice. Supplier is responsible for providing complete and accurate billing and contact information to Beeline and notifying Beeline of any changes to such information.

4.4 Overdue Charges. If any invoiced amount is not received by Beeline by the due date, then without limiting Beeline’s rights or remedies, (a) those charges may accrue late interest at the rate of 1.5% of the outstanding balance per month, or the maximum rate permitted by law, whichever is lower, and/or (b) Beeline may condition future subscription renewals and Service Orders on payment terms shorter than those specified in the “Invoicing and Payment” section above.

4.5. Suspension of Service and Acceleration. If any charge owing by Supplier under these Commercial Terms or the Agreement is 10 or more days overdue, Beeline may, without limiting its other rights and remedies, accelerate Supplier’s unpaid fee obligations so that all such obligations become immediately due and payable, and suspend Services until such amounts are paid in full. .

4.6. Payment Disputes. Beeline will not exercise its rights under the “Overdue Charges” or “Suspension of Service and Acceleration” section above if Supplier is disputing the applicable charges reasonably and in good faith and is cooperating diligently to resolve the dispute.

4.7. Taxes. Beeline’s fees do not include any taxes, levies, duties or similar governmental assessments of any nature, including, for example, value-added, sales, use or withholding taxes, assessable by any jurisdiction whatsoever (collectively, “Taxes”). Supplier is responsible for paying all Taxes associated with its purchases hereunder. If Beeline has the legal obligation to pay or collect Taxes for which Supplier is responsible under this section, Beeline will invoice Supplier and Supplier will pay that amount unless Supplier provides Beeline with a valid tax exemption certificate authorized by the appropriate taxing authority. For clarity, Beeline is solely responsible for taxes assessable against it based on its income, property and employees.

4.8. Services Fee Invoice Entities. Beeline shall invoice Supplier from a Beeline US entity and Supplier shall pay Beeline from a Supplier US entity in US dollars.

5. TYPES OF CREDITS AND TERMS

5.1. Service Credits. Unless otherwise agreed to between Supplier and Beeline, Beeline shall require Supplier to prepay for certain Services by purchasing credits sufficient to cover Supplier’s usage as set forth in the Services Order.

5.2. Promotional Credits. Beeline may, in its sole discretion, offer Supplier free credits as part of a promotion or during sign up for the Services (“Promotional Credits”).

5.3. Non-Refundable. Credits issued by Beeline, which includes Service Credits, Promotional Credits and any other credits Beeline offers (“Credits”) are non-refundable. Service Credits expire one year from the date purchased. Credits will also automatically expire if Supplier’s Agreement is terminated. Credits are not legal tender or currency of any kind and have no cash value.

5.4. No Transfer. Supplier may not transfer or sell Credits, whether paid for or provided as part of a promotion, to any other person or entity, and Credits may only be used by the holder of the Beeline account to which the Credits are associated.

5.5. Upgrade Plan. Supplier may have the option to increase Service Credits by upgrading their Plan. If Supplier upgrades their Plan, Supplier authorizes Beeline to charge the payment method designated in Supplier’s account. Upon receipt of payment, Beeline will apply purchased Service Credits to Supplier’s account.