Last updated: December 22, 2025
Important: These Terms of Service govern your access to and use of Beltercyber's vendor risk management platform and related services. Please read these terms carefully before using our Services.
This Beltercyber Terms of Service Agreement ("Agreement") is entered into by and between Belterama Software Inc., a corporation registered in Canada ("Beltercyber," "Company," "we," "us," or "our"), and you or the entity you represent ("Customer," "you," or "your"). This Agreement governs your access to and use of the Services (as defined below).
By accessing or using the Services, signing an Order Form, or clicking to accept these terms, you agree to be bound by this Agreement. If you are entering into this Agreement on behalf of an organization, you represent that you have the authority to bind that organization to these terms.
IF YOU DO NOT AGREE TO THESE TERMS, YOU MAY NOT ACCESS OR USE THE SERVICES.
"Affiliate" means an entity that directly or indirectly controls, is controlled by, or is under common control with a Party, where "control" means ownership of more than fifty percent (50%) of the voting interests.
"Authorized User" means your employees or contractors whom you authorize to access and use the Services through your account in accordance with this Agreement.
"Customer Content" means any data, information, or materials you or your Authorized Users submit to the Services, including vendor information, questionnaire responses, risk assessments, and related documentation.
"Documentation" means the user guides, help documentation, and other materials we make available describing the functionality and use of the Services.
"Services" means Beltercyber's vendor risk management platform and related products, features, and services made available to Customer under this Agreement, including our web application, APIs, and any associated software.
"Subscription" means the specific plan or tier of Services you have selected and paid for, as displayed on our pricing page and confirmed during your registration or upgrade process.
"Subscription Term" means the period during which you have access to and may use the Services, as determined by your selected billing cycle (monthly or annual) and displayed in your account settings.
Subject to your compliance with this Agreement and payment of applicable fees, we grant you a non-exclusive, non-transferable, non-sublicensable right to access and use the Services during the applicable Subscription Term solely for your internal business purposes in accordance with the Documentation and any usage limitations associated with your Subscription plan.
You may permit Authorized Users to access the Services subject to their compliance with this Agreement. You are responsible for all activities conducted by Authorized Users and for ensuring their compliance with this Agreement. Authorized Users may not share login credentials, and you must promptly notify us of any unauthorized access or use.
We may update the Services from time to time to improve functionality, address security issues, or comply with applicable laws. Such updates will not materially reduce the core functionality of the Services during your Subscription Term.
We will provide commercially reasonable technical support for the Services during your Subscription Term in accordance with our then-current support policies.
You will not, and will not permit any Authorized User or third party to:
(a) Copy, modify, distribute, sell, resell, lease, or sublicense the Services or any component thereof;
(b) Reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code or underlying algorithms of the Services, except as permitted by applicable law;
(c) Access or use the Services to build a competitive product or service, or to benchmark the Services against any competing product;
(d) Use the Services in violation of applicable laws or regulations, or in a manner that infringes the rights of any third party;
(e) Interfere with, disrupt, or attempt to gain unauthorized access to the Services or any systems or networks connected to the Services;
(f) Upload or transmit viruses, malware, or other malicious code to the Services;
(g) Use any automated means (including robots, spiders, or scrapers) to access or collect data from the Services, except through our authorized APIs;
(h) Remove, alter, or obscure any proprietary notices or labels on the Services;
(i) Use the Services or any data obtained therefrom to train artificial intelligence or machine learning models.
You are responsible for maintaining the confidentiality of your account credentials and for all activities that occur under your account. You must promptly notify us of any unauthorized use of your account or any other security breach.
You will provide accurate, current, and complete information as required for registration and use of the Services, and will promptly update such information as necessary.
You will comply with all applicable laws, regulations, and industry standards in your use of the Services, including data protection and privacy laws.
You are solely responsible for Customer Content and represent that you have all necessary rights to submit such content to the Services and to grant us the licenses set forth in this Agreement.
You agree to pay the fees for your selected Subscription plan as displayed on our pricing page at the time of purchase ("Fees"). Fees are charged in advance on a recurring basis (monthly or annually, depending on your selected billing cycle). All Fees are non-refundable except as expressly provided in this Agreement.
You must provide a valid payment method (such as a credit card) to subscribe to the Services. You authorize us to charge your payment method for all Fees due, including recurring charges for subscription renewals. You are responsible for keeping your payment information current.
Fees do not include taxes. You are responsible for all applicable taxes, levies, and duties (excluding taxes based on our net income), and you will pay us without any reduction for such taxes.
If payment fails, we will notify you and may retry the charge. If payment remains unsuccessful, we may suspend or terminate your access to the Services. You remain responsible for all unpaid Fees.
We may change our Fees upon at least thirty (30) days' notice. Fee changes will take effect at the start of your next billing cycle. If you do not agree to a fee change, you may cancel your Subscription before the change takes effect.
We may offer free trial access to the Services. Trial access is provided "as-is" without warranty and may be terminated by either party at any time. We may delete Customer Content submitted during a trial period if you do not subscribe to a paid plan.
We may offer beta or early access features ("Beta Services"). Beta Services are provided for evaluation purposes only, may contain bugs or errors, and may be discontinued at any time. Your use of Beta Services is at your own risk, and we make no warranties regarding Beta Services.
The Services, including all software, documentation, and content provided by us (excluding Customer Content), and all related intellectual property rights, are and shall remain our exclusive property or that of our licensors. Except for the limited access rights expressly granted in this Agreement, no rights are granted to you.
You retain all rights in Customer Content. You grant us a non-exclusive, worldwide, royalty-free license to use, copy, store, and display Customer Content solely to provide the Services to you and as otherwise permitted by this Agreement.
If you provide us with suggestions, enhancement requests, or other feedback regarding the Services ("Feedback"), you grant us a perpetual, irrevocable, royalty-free license to use such Feedback for any purpose, including to improve the Services.
We may collect and analyze anonymized and aggregated usage data regarding your use of the Services for purposes of improving and operating our products and services, provided such data does not identify you or any individual.
"Confidential Information" means any non-public information disclosed by one party to the other that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and circumstances of disclosure. Customer Content is your Confidential Information; the Services and their underlying technology are our Confidential Information.
Each party agrees to: (a) protect the other party's Confidential Information using at least the same degree of care it uses to protect its own confidential information, but no less than reasonable care; (b) not use Confidential Information except as necessary to exercise its rights or perform its obligations under this Agreement; and (c) not disclose Confidential Information to third parties except to employees and contractors who need to know and are bound by confidentiality obligations at least as protective as those herein.
These obligations do not apply to information that: (a) is or becomes publicly known through no fault of the receiving party; (b) was known to the receiving party before disclosure; (c) is independently developed by the receiving party; or (d) is rightfully obtained from a third party without restriction. A party may disclose Confidential Information if required by law, provided it gives reasonable prior notice to the other party.
We will implement and maintain appropriate administrative, physical, and technical safeguards designed to protect Customer Content from unauthorized access, destruction, use, modification, or disclosure.
To the extent we process personal data on your behalf, we will do so in accordance with your instructions and applicable data protection laws. We will enter into a Data Processing Agreement with you upon request where required by applicable law.
Customer Content is stored on secure servers in Canada. We may use third-party service providers to host and process data, and such providers are contractually obligated to maintain appropriate security measures.
We will notify you without undue delay upon becoming aware of any unauthorized access to Customer Content and will take reasonable steps to investigate and remediate such incidents.
This Agreement commences on the date you first accept it (by creating an account or using the Services) and continues until your Subscription is terminated or expires.
Your Subscription will automatically renew at the end of each billing cycle (monthly or annually) at the then-current Fees, unless you cancel before the renewal date. You may cancel your Subscription at any time through your account settings.
You may cancel your Subscription at any time. If you cancel, you will retain access to the Services until the end of your current billing period, but you will not receive a refund for any unused portion of that period. After cancellation takes effect, your account will be downgraded to any available free tier or deactivated.
We may suspend or terminate your access to the Services immediately if you: (a) breach any material term of this Agreement; (b) fail to pay Fees when due; (c) engage in fraudulent or illegal activity; or (d) use the Services in a manner that threatens the security or integrity of the Services or other users. We will attempt to notify you before or promptly after such termination, except where prohibited by law.
Upon termination or expiration: (a) your right to access the Services immediately terminates; (b) you remain liable for all Fees incurred before termination; (c) if we terminate for our convenience or our material breach, we will refund any prepaid Fees for the unused portion of your current billing period; and (d) we will retain Customer Content for thirty (30) days after termination, during which time you may request a data export. After this period, we may permanently delete Customer Content.
Sections 4 (Restrictions), 6 (Fees and Payment, to the extent of outstanding obligations), 8 (Intellectual Property), 9 (Confidentiality), 12 (Warranties and Disclaimers), 13 (Limitation of Liability), 14 (Indemnification), and 15 (General Provisions) will survive termination or expiration of this Agreement.
Each party represents and warrants that: (a) it has the legal power and authority to enter into this Agreement; and (b) it will comply with all applicable laws in performing its obligations under this Agreement.
We warrant that during the Subscription Term, the Services will perform materially in accordance with the Documentation. Our sole obligation for breach of this warranty is to use commercially reasonable efforts to correct the non-conforming Services or, if we cannot do so, terminate the affected subscription and refund prepaid Fees for the unused portion of the Subscription Term.
EXCEPT AS EXPRESSLY PROVIDED IN THIS SECTION 12, THE SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE." WE DISCLAIM ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. WE DO NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED, ERROR-FREE, OR COMPLETELY SECURE. THE SERVICES ARE TOOLS TO ASSIST WITH VENDOR RISK MANAGEMENT; WE DO NOT GUARANTEE ANY PARTICULAR RESULTS OR OUTCOMES, AND YOU ARE SOLELY RESPONSIBLE FOR YOUR COMPLIANCE DECISIONS.
TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER PARTY WILL BE LIABLE TO THE OTHER FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, INCLUDING DAMAGES FOR LOST PROFITS, LOST REVENUE, LOST DATA, LOSS OF GOODWILL, OR BUSINESS INTERRUPTION, ARISING OUT OF OR RELATED TO THIS AGREEMENT, REGARDLESS OF THE FORM OF ACTION OR THEORY OF LIABILITY, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
EXCEPT FOR EXCLUDED CLAIMS (DEFINED BELOW), EACH PARTY'S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT WILL NOT EXCEED THE TOTAL FEES PAID OR PAYABLE BY CUSTOMER DURING THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM.
"Excluded Claims" means: (a) your payment obligations; (b) either party's breach of Section 9 (Confidentiality); (c) either party's indemnification obligations under Section 14; (d) your breach of Section 4 (Restrictions); and (e) any liability that cannot be limited by applicable law. For Excluded Claims arising from breach of confidentiality obligations, each party's liability will not exceed two times (2x) the liability cap stated in Section 13.2.
We will defend you against any third-party claim alleging that the Services, as provided by us, infringe or misappropriate such third party's intellectual property rights, and we will indemnify you for any damages and reasonable attorneys' fees finally awarded against you by a court of competent jurisdiction or agreed in settlement. If the Services become, or in our opinion are likely to become, subject to such a claim, we may at our option: (a) obtain the right for you to continue using the Services; (b) modify the Services to make them non-infringing; or (c) terminate the affected subscription and refund prepaid Fees for the unused portion.
Our indemnification obligations do not apply to claims arising from: (a) your modification of the Services; (b) combination of the Services with materials not provided by us; (c) your use of the Services in violation of this Agreement; or (d) Customer Content.
You will defend us against any third-party claim arising from: (a) Customer Content; or (b) your use of the Services in violation of this Agreement, and you will indemnify us for any damages and reasonable attorneys' fees finally awarded against us or agreed in settlement.
The indemnified party must: (a) promptly notify the indemnifying party of the claim; (b) give the indemnifying party sole control of the defense and settlement; and (c) provide reasonable assistance at the indemnifying party's expense. The indemnifying party may not settle any claim that imposes liability or obligations on the indemnified party without the indemnified party's prior written consent.
This Agreement is governed by the laws of the Province of Ontario, Canada, without regard to conflict of laws principles. Any disputes arising under this Agreement will be subject to the exclusive jurisdiction of the courts located in Toronto, Ontario, Canada.
You represent that you are not located in, or a resident of, any country subject to comprehensive trade sanctions, and that you are not on any government list of prohibited or restricted parties. You will comply with all applicable export control and sanctions laws in your use of the Services.
Neither party may assign this Agreement without the other party's prior written consent, except that either party may assign this Agreement to an Affiliate or in connection with a merger, acquisition, or sale of all or substantially all of its assets, provided the assignee agrees to be bound by this Agreement.
We may send notices to you via email to the address associated with your account or by posting notices within the Services. You may send notices to us at legal@beltercyber.com. Notices are deemed delivered upon receipt or, for email, upon sending absent a delivery failure notification.
We may update these Terms from time to time. We will notify you of material changes by posting the updated Terms on our website or by email. Your continued use of the Services after such changes constitutes acceptance of the updated Terms. Changes will not materially reduce your rights during an active Subscription Term without your consent.
This Agreement, together with our Privacy Policy and any other policies referenced herein, constitutes the entire agreement between the parties regarding its subject matter and supersedes all prior agreements, proposals, and communications.
If any provision of this Agreement is held unenforceable, it will be modified to the minimum extent necessary to make it enforceable, and the remaining provisions will remain in full force and effect.
A party's failure to enforce any provision of this Agreement does not waive its right to do so later.
The parties are independent contractors. This Agreement does not create any partnership, joint venture, employment, or agency relationship.
Neither party will be liable for any delay or failure to perform resulting from causes beyond its reasonable control, including acts of God, war, terrorism, labor disputes, or internet service disruptions, provided that this does not excuse payment obligations.
This Agreement is for the sole benefit of the parties and does not create any rights for third parties.
You consent to receive communications from us electronically. You agree that all agreements, notices, and other communications we provide electronically satisfy any legal requirement that such communications be in writing.
If you have any questions about these Terms of Service, please contact us at:
Belterama Software Inc.
Email: contact@belterama.com
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