BMI Associates, Inc. (dba BMI Productivity Solutions / PORTFOL Software)
Terms of Service
Effective Date: January 16, 2026
1. Overview & Acceptance
These Terms of Service (“Terms”) govern your access to and use of BMI Associates, Inc.’s websites, online software, portals, and related services (collectively, the “Services”). By accessing or using the Services, you agree to these Terms. If you are agreeing on behalf of an organization, you represent that you have authority to bind that organization. If you do not agree, do not use the Services.
2. Relationship to Other Documents
Our Privacy Policy explains how we collect and use personal data. Certain Services may be subject to additional terms (e.g., order forms, statements of work, service level agreements, or data processing addenda). If there is a conflict, the additional terms control for their Service.
3. Accounts & Eligibility
You must be at least 18 and capable of forming a binding contract. You are responsible for your account credentials, configurations, and all activity under your account. Notify us immediately of any unauthorized use.
4. Subscription, Fees, and Renewals
Access to paid Services requires a subscription. Fees are billed in advance and are non‑refundable unless expressly stated. Subscriptions auto‑renew for successive terms unless canceled per your order form or with [30] days’ prior written notice before the renewal date. We may change fees at renewal with prior notice. Taxes (if any) are your responsibility.
5. License & Acceptable Use
We grant you a limited, non‑exclusive, non‑transferable license to access and use the Services for your internal business purposes, in accordance with these Terms and applicable law. You will not (and will not permit anyone to): (a) copy, modify, create derivative works of, reverse engineer, or attempt to discover the source code of the Services; (b) rent, lease, sell, sublicense, or time‑share the Services; (c) access the Services to build a competitive product; (d) use the Services to transmit malware, spam, or illegal content; or (e) interfere with the integrity or performance of the Services. We may suspend access for violations.
6. Customer Data
“Customer Data” means information submitted to or collected by the Services from you or on your behalf. You retain all rights in Customer Data. You grant us a non‑exclusive license to process Customer Data to provide and improve the Services and as otherwise permitted by our Privacy Policy and any applicable data processing agreement. You are responsible for the accuracy, content, and legality of Customer Data and for obtaining all necessary rights and consents.
7. Security & Availability
We implement administrative, technical, and physical safeguards designed to protect Customer Data and maintain the availability of the Services. However, no system is 100% secure; you acknowledge residual risks inherent to internet‑hosted services. If you require specific uptime or support commitments, they must be set forth in a separate service level agreement.
8. Third‑Party Services
The Services may interoperate with third‑party applications or services. Your use of third‑party services is subject to their terms, and we are not responsible for third‑party services or their security, availability, or performance.
9. Intellectual Property
The Services, documentation, and related materials are owned by BMI and its licensors and are protected by intellectual property laws. Except for the licenses explicitly granted in these Terms, no rights are granted. You may provide feedback; we may use it without restriction or obligation.
10. Confidentiality
Each party may disclose non‑public information marked or reasonably understood to be confidential (“Confidential Information”). The receiving party will use Confidential Information only to fulfill its obligations under these Terms and will protect it using reasonable care. This section does not apply to information that is public, independently developed, or lawfully obtained from third parties without restriction.
11. Compliance; Prohibited Uses
You represent that your use of the Services will comply with all applicable laws and regulations (including export controls and data protection laws). You will not use the Services for high‑risk activities (e.g., life‑support, critical infrastructure) where failure could lead to death or personal injury.
12. DMCA & Content Complaints
We respect intellectual property rights. If you believe content on our Services infringes your copyright, please send a notice under the DMCA to our designated agent at support@bmisw.com with the information required by 17 U.S.C. §512(c)(3). We may remove content and, where appropriate, disable repeat infringers’ accounts.
13. Warranty Disclaimers
THE SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE.” TO THE MAXIMUM EXTENT PERMITTED BY LAW, WE DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON‑INFRINGEMENT. We do not warrant that the Services will be uninterrupted, error‑free, or secure.
14. Limitation of Liability
TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER BMI NOR ITS LICENSORS SHALL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, COVER, OR PUNITIVE DAMAGES, OR FOR ANY LOSS OF PROFITS, REVENUE, DATA, OR GOODWILL, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. EXCEPT FOR YOUR PAYMENT OBLIGATIONS OR INFRINGEMENT/MISUSE OF OUR IP, EACH PARTY’S AGGREGATE LIABILITY UNDER THESE TERMS SHALL NOT EXCEED THE AMOUNTS PAID OR PAYABLE BY YOU TO BMI FOR THE SERVICES IN THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO LIABILITY.
15. Term; Suspension; Termination
These Terms remain in effect while you use the Services. We may suspend or terminate access for cause (e.g., non‑payment, security risk, or material breach). You may terminate per your order form. Upon termination, your license ends and you must cease use. We will make Customer Data export available for [30] days after termination unless prohibited by law or these Terms.
16. Changes to the Services or Terms
We may update the Services and these Terms from time to time. Material changes to the Terms will be posted to this page with an updated Effective Date. Your continued use after changes constitutes acceptance. If you do not agree, you must stop using the Services.
17. Governing Law; Dispute Resolution
These Terms are governed by the laws of the State of Utah, without regard to its conflicts‑of‑law rules. Any dispute will be resolved by binding arbitration on an individual basis under the Commercial Arbitration Rules of the American Arbitration Association, in Salt Lake City, Utah. You and BMI waive any right to a jury trial or to participate in a class action. You may opt out of arbitration within 30 days of first acceptance by notifying support@bmisw.com in writing.
18. U.S. Government Rights
If you are a U.S. government entity, the Services are “commercial computer software” and “commercial computer software documentation” provided under restricted rights.
19. Export Compliance
You represent you are not located in a sanctioned country or on a restricted party list and will not use the Services in violation of export or sanctions laws.
20. Miscellaneous
These Terms (and any referenced documents) are the entire agreement regarding the Services and supersede prior agreements. If any provision is unenforceable, the remainder remains in effect. Neither party is liable for delays due to events beyond reasonable control. You may not assign these Terms without our consent; we may assign to an affiliate or in connection with a merger, acquisition, or sale of assets. Notices must be in writing and are deemed given when sent to the contacts on file (or, for you, your admin email).