Community Standards
Trust and safety are major priorities for Beacons. We've created these standards to articulate what is and isn't allowed on our platform.
Please review these standards. All Beacons users must abide by these standards to continue using the Beacons platform.
If you come across any content on a Beacons page that violates these Community Standards, please fill out and complete a Report Violation form.
Adult content
Helping website visitors make informed decisions is incredibly important to us at Beacons. We add informational labels to links that may not be appropriate for visitors of all ages. Specifically, if you're linking out to adult content on your page, you must turn on the sensitive content notice, ensure the content on your page itself are suitable for all ages, and make sure what you are linking to is legal in your region. Please also see the “Prohibited or illegal goods and services” section, which provides list of illegal good and services content that we do not permit and we may suspend your account, even with if you turn on the sensitive content notice.
Hate speech
Diversity of thought is important to us at Beacons, but we do not permit content that discriminates against people, incites hate or violence, or inflicts harm.
Prohibited or illegal goods and services
Beacons does not permit the exchange of or the incitement of exchange of prohibited or illegal goods or services through the platform.
These prohibited or illegal goods and services include:
Adoptions
Alcohol
Body parts
Certain sexually oriented materials or services, including, but not limited to, explicit photos, audio, and videos, and adult novelties
Counterfeit goods
Credit repair and get out of debt opportunities
Currency exchanges
Driver's license, passports or other identification documents issued by a government agency
Drug paraphernalia
Drugs, including but not limited to, narcotics, cigarettes, steroids, and certain controlled substances
Embargoed goods
Endangered or protected species or parts of these species
Escort services, mail-order bride/spouse finders, international marriage brokers, and other similar sites and services
Explosives
Fireworks
Gambling, including gambling services and products
Hazardous materials
Hookup, swinger, or sexual encounter sites or services
Human trafficking
Multi-level marketing offers, work-at-home scams and make money online opportunities
Payments for the purpose of bribery or corruption
Personal information
Products or services identified by government agencies to have high likelihood of being fraudulent
Products that present a risk to consumer safety, including, but not limited to pharmaceutical products
Prostitution
Recalled items
Regulated living species
Stolen items, including digital and virtual goods
Tobacco based products
Toxic materials
Weapons, including but not limited to, ammunition, firearms, and certain firearm parts
Copyrighted content
Preserving intellectual property is important to us. We do not allow the uploading of any content that infringes on copyrights, trademarks, or patents.
Violent content
We have a no tolerance policy for any content featuring violent or disturbing content.
Spam
We absolutely do not permit spams or scams. Creators cannot use their pages to engage in any spams or scams.
Harassment
We prioritize protecting all visitors so we do not permit any form of intimidation, harassment, or bullying.
Child harm
We do not tolerate child harm or any content that endorses child harm in any way. We actively report any cases of possible child harm to relevant national authorities.
Self-harm
We encourage people's journeys through recovery but we do not permit any content that encourages any form of self-harm.
Privacy
Individual privacy is critically important to us at Beacons, so we do not permit the sharing of any personal identifying information.
Impersonation
We do not allow accounts that pose as another person or entity in a deceptive manner.
Usernames
We do not allow creators to exchange Beacons usernames for money. If you pick a username, you must do so with the intention of using it.
Email Marketing
Welcome to Beacons.ai! Our Email Marketing Community Guidelines outlines the obligations you must adhere to when utilizing our email services. This policy applies to you, your organization, end users, and customers. It ensures that all emails sent through Beacons.ai are safe, wanted, and compliant with legal standards.
Prohibited Content
Please don’t use Beacons.ai to distribute anything offensive, to promote anything illegal, or to harass anyone. You may not use Beacons.ai to create, send, display, advertise, or sell (as applicable):
Illegal goods or services
Emails that violate the CAN-SPAM Act in the U.S. or other anti-spam laws
Pornography/sexual content
Campaigns promoting or supporting terrorism or violent extremism
Counterfeit products or products that infringe the intellectual property rights of others, including trademark, copyright, design, or patent rights
Products claiming to prevent, treat, or cure diseases that are not approved or authorized for emergency use by regulatory or public health agencies, such as the FDA in the U.S.
Some industries have higher-than-average abuse complaints, which can jeopardize deliverability. In order to maintain the reliability of our platform, we may not allow businesses that offer these types of services, products, or content:
Escort services, mail-order bride/spouse finders, international marriage brokers, and other similar sites and services
Hookup, swinger, or sexual encounter sites or services
Adult content
Pharmaceutical products
Work-at-home scams, make money online schemes, and lead generation opportunities
Gambling services or products
Multi-level marketing
Credit repair and get-out-of-debt opportunities
List brokers or list rental services
Selling “Likes” or followers for a social media platform
Cryptocurrencies, virtual currencies, and any digital assets related to an Initial Coin Offering
There may be additional industries, products, and content that we do not allow for select features and functionalities.
Content Subject to Additional Scrutiny
We’ve also found that certain types of content may cause higher-than-average abuse rates. For that reason, we may closely review accounts that offer the following services, products, or content:
Online trading, day trading tips, and stock market related content
Daily horoscope reports
Mortgages and loans
Nutritional, herbal, and vitamin supplements
Adult entertainment/novelty items
Online dating services and applications (dating sites or services with a sexual emphasis or sexually explicit content – including images depicting nudity – are not permitted)
Real estate
Services that support programmatically sending mail on behalf of third parties without creating or reviewing the content
Products in demand due to COVID-19 and regulated by applicable law
If we identify abuse at our sole discretion, we may suspend, throttle, or disable the account or access to the Service.
Prohibited Actions
We work hard to maintain the positive reputation of our platform, but we count on our Members to pitch in too. You may not:
Send Spam. Spam can be in the form of bulk emails or one-to-one commercial emails.
You must be able to point to an opt-in form or show other evidence of consent for any commercial or marketing email you send.
Include in your Campaigns, Websites, Ads, or account or sell in your Store any material that wasn’t created by you, provided for you to use, or that would violate anyone’s rights. That includes text, photos, graphics, and other content.
Use any misleading or incorrect names, addresses, email addresses, subject lines, or other information on Beacons.ai or in any Campaigns created, managed, or sent using our Service.
Send marketing emails that do not contain a Beacons.ai unsubscribe mechanism or send emails that use an external unsubscribe process.
Set up multiple accounts for any person or entity in order to send similar content, unless you’re part of a franchise or agency.
Import or incorporate any of the following information into any account, audience, emails, or otherwise upload to our servers: Social Security numbers, passwords, security credentials, or sensitive personal information regulated by applicable law.
Send campaigns that will be delivered to recipients as text, SMS, or MMS messages unless using a feature designed for that purpose.
Upload or send email campaigns to purchased, rented, third-party, co-reg, publicly available data, or partner lists of any kind.
Send or forward personal mail.
Send content created in Beacons.ai through another service.
Host images on our servers for any purpose other than for your use.
Host content on our servers for any purpose other than for your use.
Send bulk emails, meaning emails directed to a number of individuals with the same content, through transactional features.
Send bulk emails, meaning commercial or marketing emails directed to a number of individuals with the same content, through personal messaging features.
Sell or offer to sell any counterfeit products or products that infringe the intellectual property rights of others, including trademark, copyright, design, or patent rights.
Best Practices
As a marketing platform with millions of customers all over the world, we feel it’s our responsibility to be extra vigilant in preventing abuse of our services to protect both our customers and their contacts. It’s also in our best interest to keep the platform clean because our reputation and deliverability depend on it. For that reason, we provide, and may update from time to time, articles outlining best practices in our knowledge base. For example, we offer guidelines about audience permission and best practices. You may only use Beacons.ai in accordance with these best practices, and we may suspend or terminate your account if you violate them.
Reporting Violations
If you need to report abuse of our platform, please email [email protected]. We take all reports of abuse seriously and will investigate thoroughly. Alternatively, if you believe content that belongs to you is being used through our platform without your permission or Beacons.ai users are selling counterfeit or infringing products, please email [email protected]
Enforcement
In order to support our efforts to provide a safe and positive platform, Beacons.ai uses a combination of automated and human detection review processes to ensure that our users are complying with our Standard Terms and Conditions and this Acceptable Use Policy. We review account behavior and content that our users create, send, and publish on Beacons.ai, including campaigns and websites. This includes the use of automated, dynamic vetting and scoring analysis tools to identify and take action, as well as human review to supplement our automated abuse prevention. This gives our approach an effective combination of quality and efficiency.
When issues do arise, we take swift and appropriate action to address them. If we receive an abuse complaint, we investigate immediately and will suspend the account if the campaign or user account looks suspicious in any way. If our moderators decide to remove content, or suspend or terminate the user’s account, we will notify the user and explain how to contact us. Our moderators will thoughtfully consider any explanations and supplemental information provided by the users when deciding whether to take action or reinstate access.
Email Marketing Policy
Affirmative Consent Requirements
Except for transactional emails, you must obtain affirmative consent before sending any emails through Beacons.ai. This consent must be freely given by each recipient, informed, and unambiguous. Recipients must have the choice to provide or withhold consent, be informed of the sender's identity, the use of their email address, and the email content, and be able to withdraw consent at any time.
Sender Identification Requirements
Each email sent through Beacons.ai must clearly identify and accurately represent the sender. The subject line should be clear and non-deceptive, accurately reflecting the email's content and purpose.
Revocation of Affirmative Consent Requirements
Recipients must have the ability to revoke their consent at any time. You must honor all withdrawal requests promptly. Provisions for unsubscribe requests, physical mailing addresses, and privacy policy links must be included in non-transactional emails.
Prohibited Content and Actions
Certain content is prohibited from being sent through Beacons.ai, including pornography, escort services, unapproved health claims, and fraudulent or misleading content. You are prohibited from engaging in certain actions when using Beacons.ai, including sending unsolicited emails, using third-party email addresses without consent, and evading spam filters. More information on this in our Acceptable Usage Policy.
Deliverability and Performance Risks
Certain email practices may result in deliverability issues or negatively impact our service's performance, which may constitute a violation of our policy. This includes excessive complaints from recipients or block listings.
By using our email services, you agree to adhere to these policies. Failure to comply may result in account suspension or termination. If you have any questions or need clarification, please contact our support team.
Store
Things you cant sell on Beacons.ai
While Beacons accommodates a wide range of products for sale, we occasionally need to remove items from our platform. We advise all new creators to review this list to ensure compliance with our policies.
In general, we do not allow resale; you cannot sell products you did not create. You can act as an affiliate for other creators on Beacons, but you cannot sell products that aren't your own creation.
We strictly prohibit any content or activity that promotes discrimination based on race, sex, religion, nationality, disability, sexual orientation, or age. This includes content distributed via our email services or included in products sold on Beacons.
For clarity, here are some examples of prohibited actions:
Threatening specific individuals
Inciting violence against individuals, places, or groups
Sharing private information about individuals without their consent
High-risk products
Certain product types, as identified by our payment and regulatory partners, are not permitted on Beacons due to a higher risk of fraud and chargebacks.
Please refer to our Prohibited Products and Activities list for a comprehensive overview of items prohibited for sale on Beacons. Common examples include:
Unlicensed proprietary content
Bail bonds
NSFW or sexually explicit content (inclusive but not limited to adult literature or videos, adult phone calls or audio, subscriptions to adult websites or materials, escort or companion services, dating platforms, mail-order brides, massage establishments, and prostitution, as well as any content portraying characters as minors or suggesting their involvement in sexual or sensual activities)
Counterfeit goods/Replicas
“Get Rich Quick” schemes
Drug paraphernalia
Gambling (including legal gambling, lotteries, illegal gambling, internet gambling, sports forecasting and odds making)
Gift cards or financial instruments (e.g., website or forum "tokens")
Illegal products or services
Multi-level Marketing or Pyramid Schemes
Deceptive marketing practices
Telemarketing
Weapons or ammunition
Dropshipping-related products
Reselling previously purchased software, such as Windows 10 license keys
By using our digital store feature, you agree to adhere to these policies. Failure to comply may result in account suspension or termination. If you have any questions or need clarification, please contact our support team.
Cookie Notice
This Cookie Notice explains how Beacons AI Inc. (“Beacons”, “we”, “us” or “our”) uses cookies and similar technologies in connection with the www.beacons.ai website and any other website that we own or control and to which this Cookie Notice is posted (collectively, the “Sites”).
What are cookies?
Cookies are small data files that are placed on your computer or mobile device when you visit a website. Cookies serve different purposes, like helping us understand how a site is being used, letting you navigate between pages efficiently, remembering your preferences and generally improving your browsing experience.
Our Sites may use both session cookies (which expire once you close your web browser) and persistent cookies (which stay on your computer or mobile device until you delete them).
We use two broad categories of cookies: (1) first party cookies, served directly by us, which we use to recognize your computer or mobile device when it revisits our Sites; and (2) third party cookies, which are served by service providers or business partners on our Sites, and can be used by these parties to recognize your computer or mobile device when it visits other websites. Third party cookies can be used for a variety of purposes, including site analytics, advertising and social media features.
What types of cookies and similar technologies are used on your Sites?
On the Sites, we use cookies and other tracking technologies in the following categories described in the table below.
Type
Description
Who serves the cookies
(link to privacy policy/site)
How to control them
Advertising
These cookies are used by advertising companies to collect information about how you use our Sites and other websites over time. These companies use this information to show you ads they believe will be relevant to you within our Service and elsewhere, and to measure how the ads perform.
You can opt-out of Google Doubleclick cookies here.
See ‘your choices’ below.
Analytics
These cookies help us understand how our Service is performing and being used. These cookies may work with web beacons included in emails we send to track which emails are opened and which links are clicked by recipients.
See ‘your choices’ below.
Essential
These cookies are necessary to allow the proper technical operation of our Sites.
N/A
See ‘your choices’ below.
Functionality / performance
These cookies enhance the performance and functionality of our Service.
N/A
See ‘your choices’ below.
Social
These cookies may allow you to log into the Sites or App through your social media account or share content in our sites that you find interesting through third party social media providers. These cookies may also be used for advertising purposes.
N/A
See ‘your choices’ below.
Other technologies
In addition to cookies, our Sites and emails may use other technologies to collect information. For example, we may use web beacons (which are also known as pixel tags and clear GIFs) on our Sites and in our HTML formatted emails to track the actions of users on our Sites and whether recipients of our marketing emails open or click links within them. Unlike cookies, which are stored on the hard drive of your computer or mobile device by a website, pixel tags are embedded invisibly on webpages or within HTML formatted emails. Pixel tags are used to demonstrate that a webpage was accessed or that certain content was viewed, typically to measure the success of our marketing campaigns or engagement with our emails (e.g., they may tell us whether you have opened an email, and/or forwarded it on to someone else) and to compile statistics about usage of the Sites, so that we can manage our content more effectively.
Mobile application software development kits (SDKs)
We may use third-party software development kits (“SDKs”) in our mobile applications. A SDK is third-party computer code that may be used for a variety of purposes, including to provide us with analytics regarding the use of our mobile applications, to integrate with social media, add features or functionality to our app, or to facilitate online advertising. SDKs may enable third parties to collect information directly from our mobile app.
Your choices
Your options for controlling what information cookies and similar technologies collect about you include:
Blocking cookies in your browser. Most browsers let you remove or reject cookies. To do this, follow the instructions in your browser settings. Many browsers accept cookies by default until you change your settings. Please note that if you set your browser to disable cookies, the Sites may not work properly. For more information about cookies, including how to see what cookies have been set on your device and how to manage and delete them, visit www.allaboutcookies.org. If you do not accept our cookies, you may experience some inconvenience in your use of our Sites. For example, we may not be able to recognize your computer or mobile device and you may need to log in every time you visit our Sites.
Third party opt-out option. You can opt-out of interest-based advertising through some of the third parties listed in the chart above by using the corresponding third party opt-out tool provided in the chart.
Industry association opt-outs. You may opt out of receiving interest-based advertising on websites through members of the Network Advertising Initiative by clicking here or the Digital Advertising Alliance by clicking here. You may opt out of receiving targeted advertising in mobile apps through participating members of the Digital Advertising Alliance by installing the AppChoices mobile app, available here, and selecting the user’s choices. Please note that we also may work with companies that offer their own opt-out mechanisms and may not participate in the opt-out mechanisms linked above.
Blocking advertising ID use in your mobile settings. Your mobile device settings may provide functionality to limit use of the advertising ID associated with your mobile device for interest-based advertising purposes.
Changes
Information about the cookies we use may be updated from time to time, so please check back on a regular basis for any changes.
Questions
If you have any questions about this Cookie Notice, please contact us by email at [email protected].
For more information about how we collect, use and share your information, see our Privacy Policy.
Privacy Policy
Effective as of August 19th, 2024
California residents: See the Notice to California residents section below for important information about your personal information and rights under California privacy laws.
This Privacy Policy describes how Beacons AI Inc. and our subsidiaries and affiliates (collectively "Beacons," "we", “us” or "our") handle personal information that we collect through our digital properties that link to this Privacy Policy (collectively, the “Service”), as well as through social media, our marketing activities, and other activities described in this Privacy Policy.
Click here for a printable copy of this Privacy Policy.
Table of Contents
About Beacons
Personal information we collect
How we use your personal information
How we share your personal information
Your choices
Other sites and services
Security
International data transfer
Children
Changes to this Privacy Policy
How to contact us
Notice to California residents
About Beacons
Beacons provides creators the tools they need to own their audience and build a business from their content creation. We help content creators, and creators’ representatives and managers (“creator managers”), make websites that curate their content from different platforms for their audiences, sell digital goods, collect subscriber contact information and send emails, allow audiences to submit requests to work with them, and create pitch materials and messages to facilitate partnerships with brands.
Personal information we collect
Information you provide to us. Personal information you may provide to us through the Service or otherwise includes:
Contact data, such as your first and last name, email address, mailing address, professional affiliation, and phone number.
Profile data, such as your username and password that you set to establish an online account with us, social network handles, biographical details, photographs (we use a content creator’s public Instagram photo as their default profile photo), links and descriptions that you add to your profile, interests, preferences, and any other information that you add to your account profile.
Communications that we exchange, including when you contact us with questions or feedback, through social media, or otherwise, and that you exchange with others on or through the Service.
Payments and transactional data needed to complete your orders, requests to content creators, support payments, or other payments on or through the Service (such as payment card information, billing and shipping information, payment processor information, financial account information).
Marketing data, such as your preferences for receiving communications about our or our partners’ products, services, activities, and events, and details about how you engage with our communications.
Creator content data, such as pitch decks, rosters, media kits, or other information about a creator that can be uploaded to or generated by the Service.
Product data, such as the description of a product or digital good for sale, its price, and its commission.
Other information that we may collect which is not specifically listed here, which we will use as described in this Privacy Policy or as otherwise described at the time of collection.
Third party sources. We may combine personal information we receive from you with personal information we obtain from other sources, such as:
Public sources, such as social media platforms.
Business partners, such as companies that have entered into joint marketing relationships or other joint ventures with us, merchants, and affiliate marketplaces.
Third-party services, such as social media platforms or email hosting services, that you may affirmatively choose to connect with, or otherwise link to, your Service account. This data may include your username, profile picture, and other information associated with your account on that third-party service that is made available to us based on your account settings on that service. For example, creator managers may choose to connect their Beacons for Managers account to their Gmail inbox to analyze selected email threads and provide notifications about changes in brand deal campaigns.
Automatic data collection. We, our service providers, and our business partners may automatically log information about you, your computer or mobile device, your activity over time on our sites and other online services, and your interactions with our marketing communications such as:
Device data, such as your computer’s or mobile device’s operating system type and version, manufacturer and model, browser type, screen resolution, RAM and disk size, CPU usage, device type (e.g., phone, tablet), IP address, unique identifiers (including identifiers used for advertising purposes), language settings, mobile device carrier, radio/network information (e.g., WiFi, LTE, 3G), and general location information such as city, state or geographic area.
Online activity data, such as pages or screens you viewed, how long you spent on a page or screen, the website you visited before browsing to the Service, navigation paths between pages or screens, information about your activity on a page or screen, access times, and duration of access, and whether you have opened our marketing emails or clicked links within them.
Cookies and similar technologies. Some of the automatic collection described above is facilitated by the following technologies:
Cookies, which are small text files that websites store on user devices and that allow web servers to record users’ web browsing activities and remember their submissions, preferences, and login status as they navigate a site. Cookies used on our sites include both “session cookies” that are deleted when a session ends, “persistent cookies” that remain longer, “first party” cookies that we place and “third party” cookies that our third-party business partners and service providers place.
Local storage technologies, like HTML5, that provide cookie-equivalent functionality but can store larger amounts of data on your device outside of your browser in connection with specific applications.
Web beacons, also known as pixel tags or clear GIFs, which are used to demonstrate that a webpage or email was accessed or opened, or that certain content was viewed or clicked.
Data about others. Users of the Service may have the opportunity to refer friends or other contacts to us and share their contact information with us. Please do not refer someone to us or share their contact information with us unless you have their permission to do so.
How we use your personal information
We use your personal information for the following purposes or as otherwise described at the time we collect it:
Service delivery. We use your personal information to:
provide, operate and improve the Service and our business;
create content, such as personalized outreach emails, pitch decks, creator rosters, and media kits;
process and track your orders;
facilitate payments;
establish and maintain your user profile on the Service;
enable security features of the Service, such as by sending you security codes via email, and remembering devices from which you have previously logged in;
communicate with you about the Service, including by sending announcements, updates, security alerts, and support and administrative messages;
understand your needs and interests, and personalize your experience with the Service and our communications; and
provide support for the Service, and respond to your requests, questions and feedback.
Research and development. We may use your personal information for research and development purposes, including to analyze and improve the Service and our business. As part of these activities, we may create aggregated, de-identified or other anonymous data from personal information we collect. We make personal information into anonymous data by removing information that makes the data personally identifiable to you. We may use this anonymous data and share it with third parties for our lawful business purposes, including to analyze and improve the Service and promote our business.
Marketing. We may send you Beacons-related or other direct marketing communications as permitted by law. You may opt-out of our marketing communications as described in the Opt-out of marketing section below.
Compliance and protection. We may use your personal information to:
comply with applicable laws, lawful requests, and legal process, such as to respond to subpoenas, investigations, or requests from government authorities;
protect our, your or others’ rights, privacy, safety or property (including by making and defending legal claims);
audit our internal processes for compliance with legal and contractual requirements and internal policies;
enforce the terms and conditions that govern the Service; and
prevent, identify, investigate and deter fraudulent, harmful, unauthorized, unethical or illegal activity, including cyberattacks and identity theft.
Gmail integration. If creator managers choose to connect their Beacons for Managers account with their Gmail inbox, our use of information received from the Gmail API will adhere to the Google User Data Policy, including the Limited Use requirements.
With your consent. In some cases, we may specifically ask for your consent to collect, use or share your personal information, such as when required by law.
Cookies and similar technologies. In addition to the other uses included in this section, we may use the Cookies and similar technologies described above for the following purposes:
Technical operation. To allow the technical operation of the Service.
Functionality. To enhance the performance and functionality of our services.
Analytics. To help us understand user activity on the Service, including which pages are most and least visited and how visitors move around the Service, as well as user interactions with our emails. For example, we use Google Analytics for this purpose. You can learn more about Google Analytics and how to prevent the use of Google Analytics relating to your use of our sites here: https://tools.google.com/dlpage/gaoptout?hl=en.
Retention
We generally retain personal information to fulfill the purposes for which we collected it, including for the purposes of satisfying any legal, accounting, or reporting requirements, to establish or defend legal claims, or for fraud prevention purposes. To determine the appropriate retention period for personal information, we may consider factors such as the amount, nature, and sensitivity of the personal information, the potential risk of harm from unauthorized use or disclosure of your personal information, the purposes for which we process your personal information and whether we can achieve those purposes through other means, and the applicable legal requirements.
When we no longer require the personal information we have collected about you, we may either delete it, anonymize it, or isolate it from further processing.
How we share your personal information
We may share your personal information with the following parties and as otherwise described in this Privacy Policy or at the time of collection:
Affiliates. Our corporate parent, subsidiaries, and affiliates, for purposes consistent with this Privacy Policy.
Service providers. Companies and individuals that provide services on our behalf or help us operate the Service or our business (such as information technology, hosting, customer relationship management and support, payment processing, email delivery, marketing, and website analytics).
Payment processors. Any payment card information you use to make a purchase on the Service is collected and processed directly by our payment processors, such as Stripe, PayPal, and Plaid. These parties may use your payment data in accordance with their respective privacy policies found at:
AI services. We may share your personal information with artificial intelligence and deep learning platforms (“AI Services”), such as Open AI or Google, to generate content for the Service. Open AI may use your personal information in accordance with its privacy policy, https://openai.com/policies/privacy-policy/. Google may use your personal information in accordance with its privacy policy, https://policies.google.com/privacy/.
Professional advisors. Professional advisors, such as lawyers, auditors, bankers and insurers, where necessary in the course of the professional services that they render to us.
Authorities and others. Law enforcement, government authorities, and private parties, as we believe in good faith to be necessary or appropriate for the compliance and protection purposes described above.
Business transferees. Acquiring and other relevant parties to business transactions (or potential transactions) involving a corporate divestiture, merger, consolidation, acquisition, reorganization, sale or other disposition of all or any portion of the business or assets of, or equity interests in, Beacons or our affiliates (including, in connection with a bankruptcy or similar proceedings).
Merchant partners. We may share your personal information with our merchant partners and affiliate marketplaces or enable them to collect information directly via our Service. For example, we work with Shopify.com merchants to display products for purchase on the Service; if you add a merchant’s product to your Beacons website or purchase a product, personal information will be shared with the merchant and/or Shopify. You may view Shopify’s Privacy Policy here.
Content creators, other users and the public. You may choose to make publicly visible some of the information on your profile. If you submit a request to a content creator, you can choose to make the request public or private. Any information that is not private may be associated with your profile and can be collected and used by others. We cannot control who reads the information that you make viewable or what they may choose to do with it.
Your choices
You have the following choices with respect to your personal information.
Access or update your information. If you have registered for an online account with us, you may review and update certain account information from your account.
Opt-out of marketing communications. You may opt-out of marketing-related emails by following the opt-out or unsubscribe instructions at the bottom of the email, or by contacting us. You may continue to receive service-related and other non-marketing emails.
Cookies. Most browsers let you remove or reject cookies. To do this, follow the instructions in your browser settings. Many browsers accept cookies by default until you change your settings. Please note that if you set your browser to disable cookies, the Service may not work properly. For more information about cookies, including how to see what cookies have been set on your browser and how to manage and delete them, visit www.allaboutcookies.org. You can also configure your device to prevent images from loading to prevent web beacons from functioning.
Do Not Track. Some Internet browsers may be configured to send “Do Not Track” signals to the online services that you visit. We currently do not respond to “Do Not Track”. To find out more about “Do Not Track,” please visit http://www.allaboutdnt.com.
Declining to provide information. We need to collect personal information to provide certain services. If you do not provide the information we identify as mandatory, we may not be able to provide those services.
Third party platforms. If you choose to connect to the Service through your social media account, you may be able to use your settings in your account with that platform to limit the information we receive from it. If you revoke our ability to access information from a third party platform, that choice will not apply to information that we have already received from that third party.
YouTube: We use YouTube API Services and abide by their Terms of Service found at https://www.youtube.com/t/terms and https://developers.google.com/youtube/terms/api-services-terms-of-service
Privacy settings. In your account’s privacy settings, you may choose to make certain profile information publicly visible and whether you want third parties to be able to find or contact you through the Service.
Delete your information or close your account. You can choose to delete certain information in your account. If you wish to request to close your account, please contact us at [email protected].
Other sites and services
The Service may contain links to websites, mobile applications, and other online services operated by third parties. These links are not an endorsement of, or representation that we are affiliated with, any third party. In addition, our content may be included on web pages or in mobile applications or other online services that are not associated with us. We do not control websites, mobile applications or online services operated by third parties, and we are not responsible for their actions.
Security
We employ a number of technical, organizational and physical safeguards designed to protect the personal information we collect. Some of the measures we have in place, depending on the service and information at issue, may include physical and digital access controls, confidentiality obligations imposed on relevant personnel, encryption, network security controls, intrusion detection, system event monitoring and logging, and physical security.
However, security risk is inherent in all internet and information technologies and we cannot guarantee the security of your personal information.
International data transfer
We are headquartered in the United States and may use service providers that operate in other countries. Your personal information may be transferred to the United States or other locations where privacy laws may not be as protective as those in your state, province, or country.
Children
The Service is not intended for use by children under 16 years of age. If you are a parent or guardian of a child from whom you believe we have collected personal information in a manner prohibited by law, please contact us. If we learn that we have collected personal information through the Service from a child under 16 without the consent of the child’s parent or guardian as required by law, we will delete it.
Changes to this Privacy Policy
We reserve the right to modify this Privacy Policy at any time. If we make material changes to this Privacy Policy, we will notify you by updating the date of this Privacy Policy and posting it on the Service. If required by law we will also provide notification of changes in another way that we believe is reasonably likely to reach you, such as via email or another manner through the Service. Any modifications to this Privacy Policy will be effective upon our posting the modified version (or as otherwise indicated at the time of posting). In all cases, your use of the Service after the effective date of any modified Privacy Policy indicates your acceptance of the modified Privacy Policy.
How to contact us
Email: [email protected]
Mail: Beacons AI Inc., 2261 Market St #4319, San Francisco, CA 94114
Phone: 415-843-2267
Notice to California residents
Scope. This section describes how we collect, use, and share the personal information of California residents as a “business” under the California Consumer Privacy Act (“CCPA”) and their rights with respect to their Personal Information. For purposes of this section, “personal information” has the meaning given in the CCPA but does not include information exempted from the scope of the CCPA.
Your California privacy rights. As a California resident, you have the rights listed below. However, these rights are not absolute, and in certain cases we may decline your request as permitted by law.
Know. You can request the following information about how we have collected and used your Personal Information during the past 12 months:
The categories of personal information we have collected.
The categories of sources from which we collected the personal information.
The business or commercial purpose for collecting, sharing and/or selling personal information.
The categories of personal information that we sold or disclosed for a business purpose.
The categories of third parties to whom the personal information was sold, shared or disclosed for a business purpose.
Access. You can request a copy of the personal information that we have collected about you.
Deletion. You can ask us to delete the personal information that we have collected from you.
Nondiscrimination. You are entitled to exercise the rights described above free from discrimination as prohibited by the CCPA.
Correction. You can ask us to correct inaccurate personal information that we have collected about you.
How to exercise your rights
You may submit requests to exercise your California privacy rights described above as follows:
Right to know, access, correction, and deletion . You may submit requests to exercise your right to information, access, correction, or deletion by:
visiting our California Consumer Privacy Act page
emailing [email protected]
We cannot process your request if you do not provide us with sufficient detail to allow us to understand and respond to it.
We will need to verify your identity to process your information, access, correction and deletion requests and reserve the right to confirm your California residency. To verify your identity, we may require government identification, a declaration under penalty of perjury, or other information, where permitted by law.
Under the CCPA, you many enable an authorized agent to make a request on your behalf upon. However, we may need to verify your authorized agent’s identity and authority to act on your behalf. We may require a copy of a valid power of attorney given to your authorized agent pursuant to applicable law. If you have not provided your agent with such a power of attorney, we may ask you to take additional steps permitted by law to verify that your request is authorized, such as by providing your agent with written and signed permission to exercise your rights on your behalf, the information we request to verify your identity, and confirmation that you have given the authorized agent permission to submit the request.
Information practices. The following describes our practices currently and during the past 12 months:
Sources and purposes. We collect all categories of personal information from the sources described in the section above entitled “Personal information we collect” and use them for the business/commercial purposes described in the section above entitled “How we use your personal information.”
Sales/sharing. We do not “sell” or “share” personal information as defined by the CCPA and have not sold or shared personal information in the preceding 12 months. We do not have actual knowledge that we have sold or shared the personal information of California residents under 16 years of age.
Sensitive personal information. We do not use or disclose sensitive personal information for purposes that California residents have a right to limit under the CCPA.
Retention. The criteria for deciding how long to retain personal information is generally based on whether such period is sufficient to fulfill the purposes for which we collected it as described in this notice, including complying with our legal obligations.
Deidentification. We do not to attempt to reidentify deidentified information derived from personal information, except that we may do so to test whether our deidentification processes comply with applicable law.
Personal information that we collect, use and disclose.
The chart below describes the personal information we collected and disclosed during the 12 months preceding the effective date of this Privacy Policy by reference to the categories of personal information specified in the CCPA (California Civil Code § 1798.140). Information you voluntarily provide to us, such as in free-form webforms, may contain other categories of personal information not described below.
Statutory category/personal information we collect
Categories of third parties to whom we disclose the personal information for a business purpose
Identifiers
Contact data
Affiliates
Service providers
Payment processors
Professional advisors
Authorities and others
Business transferees
Merchant partners
Content creators, other users and the public
Identifiers (online)
Profile data
Device data
Affiliates
Service providers
Payment processors
Professional advisors
Authorities and others
Business transferees
Merchant partners
Content creators, other users and the public
California Customer Records (as defined in California Civil Code §1798.80)
Contact data
Payment & transactional data
Communications
Marketing data
Creator content data
Affiliates
Service providers
Payment processors
Professional advisors
Authorities and others
Business transferees
Merchant partners
AI Services
Content creators, other users and the public
Commercial Information
Profile data
Payment & transactional data
Communications
Marketing data
Creator content data
Online activity data
Affiliates
Service providers
Payment processors
Professional advisors
Authorities and others
Business transferees
Merchant partners
AI Services
Content creators, other users and the public
Financial Information
Payment & transactional data
Affiliates
Service providers
Payment processors
Professional advisors
Authorities and others
Business transferees
Merchant partners
Internet or Network Information
Marketing data
Device data
Online activity data
Affiliates
Service providers
Payment processors
Professional advisors
Authorities and others
Business transferees
Merchant partners
Content creators, other users and the public
Inferences may be derived from:
Contact data
Profile data
Marketing data
Creator content data
Product data
Payment & transactional data
Device data
Online activity data
Affiliates
Service providers
Payment processors
Professional advisors
Authorities and others
Business transferees
Merchant partners
AI Services
Content creators, other users and the public
Sensitive Personal Information
Payment & transactional data
Affiliates
Service providers
Payment processors
Professional advisors
Authorities and others
Business transferees
Protected Classification Characteristics May be included or revealed in:
Profile data
Creator content data
Affiliates
Service providers
Professional advisors
Authorities and others
Business transferees
Merchant partners
Content creators, other users and the public
Terms of Use for Creators
Last Updated Date: August 19th, 2024
This Agreement creates a legally binding contract. It may change as the services change, and you agree you will review any updates regularly.
Welcome to Beacons! Please read this Terms of Use Agreement (the “Agreement”) carefully. This Agreement is a legal contract between you (“user”) and Beacons AI Inc. (“Beacons,” “we,” “us” and “our”). By accessing or using this website, or any other websites with an authorized link to this Agreement (the “Website”) in any way, including using the services and resources available or enabled via the Website and Application (each a “Service” and collectively, the “Services”) by Beacons or users of the Website, clicking on the “Sign up”, “Create Account” or “I accept” button, completing the registration process for an account (as defined below), downloading Beacons’ mobile application (“Application”), and/or browsing the Website or Application, you represent that (1) you have read, understand, and agree to be bound by this Agreement, (2) you are at least thirteen (13) years of age, and if you are between 13 and 18, you are using the Service under the supervision of a parent or guardian who is agreeing to be bound by the Agreement, (3) if you are a parent or guardian of a user who is between 13 and 18, you agree to the terms and conditions of this Agreement and shall be responsible for the minor user’s acts or omissions with respect to the Service; and (4) you are not a person barred from using the Services under the laws of the United States, your place of residence or any other applicable jurisdiction. The term “you” refers to the individual identified as the user when you registered on the website or application, whether a fan or a creator. If you do not agree to be bound by the Agreement, you may not access or use this Website, the Application, or the Services.
IF YOU, AS A CREATOR, SUBSCRIBE TO THE SERVICES FOR A TERM, THEN THE AGREEMENT WILL BE AUTOMATICALLY RENEWED FOR ADDITIONAL PERIODS OF THE SAME DURATION AT BEACONS’ THEN-CURRENT FEE FOR SUCH SERVICES UNLESS YOU DECLINE TO RENEW YOUR SUBSCRIPTION IN ACCORDANCE WITH SECTION 5.2 BELOW.
PLEASE BE AWARE THAT SECTION 19 OF THE AGREEMENT BELOW CONTAINS PROVISIONS GOVERNING HOW DISPUTES THAT YOU AND BEACONS HAVE AGAINST EACH OTHER WILL BE RESOLVED, INCLUDING WITHOUT LIMITATION, ANY DISPUTES THAT AROSE OR WERE ASSERTED PRIOR TO THE EFFECTIVE DATE OF THE AGREEMENT. SECTION 19 CONTAINS, AMONG OTHER THINGS, AN AGREEMENT TO ARBITRATE WHICH REQUIRES, WITH LIMITED EXCEPTIONS, THAT ALL DISPUTES BETWEEN YOU AND BEACONS BE RESOLVED BY BINDING AND FINAL ARBITRATION. UNLESS YOU OPT OUT OF THE AGREEMENT TO ARBITRATE WITHIN 30 DAYS OF THE EFFECTIVE DATE OF THE AGREEMENT: (1) YOU AND BEACONS WILL ONLY BE PERMITTED TO PURSUE DISPUTES OR CLAIMS AND SEEK RELIEF AGAINST THE OTHER PARTY ON AN INDIVIDUAL BASIS, NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY CLASS OR REPRESENTATIVE ACTION OR PROCEEDING AND EACH OF US WAIVES OUR RIGHT TO PARTICIPATE IN A CLASS ACTION LAWSUIT OR CLASS-WIDE ARBITRATION; AND (2) EACH OF US IS WAIVING OUR RIGHT TO PURSUE DISPUTES OR CLAIMS AND SEEK RELIEF IN A COURT OF LAW AND TO HAVE A JURY TRIAL.
Your use of, and participation in, certain Services may be subject to additional terms (“Supplemental Terms”) and such Supplemental Terms will either be listed in the Agreement or will be presented to you for your acceptance when you sign up to use the supplemental Service. To the extent there is any conflict between this Agreement and the Supplemental Terms, the Supplemental Terms will control with respect to the subject matter of such agreement.
PLEASE NOTE THAT THE TERMS ARE SUBJECT TO CHANGE BY BEACONS IN ITS SOLE DISCRETION AT ANY TIME. When changes are made, Beacons will make a new copy of the Agreement available at the Website and within the Application, and any new Supplemental Terms will be made available from within, or through, the affected Service on the Website and within the Application. We will also update the “Last Updated” date at the top of the Agreement. Any changes to the Agreement will be effective immediately for new Users of the Website, the Application, and/or Services and will be effective thirty (30) days after posting of notice of such changes on the Website and within the Application for existing Users, provided that any material changes shall be effective for Users who have an Account with us upon the earlier of thirty (30) days after posting of notice of such changes on the Website or thirty (30) days after dispatch of an e-mail notice of such changes to Registered Users (defined in Section 3.1 below). Beacons may require you to provide consent to the updated Agreement in a specified manner before further use of the Website, the Application, and/or the Services is permitted. If you do not agree to any change(s) after receiving a notice of such change(s), you shall stop using the Website, the Application, and/or the Services. Otherwise, your continued use of the Website, the Application, and/or Services constitutes your acceptance of such change(s). PLEASE REGULARLY CHECK THE WEBSITE TO VIEW THE THEN-CURRENT AGREEMENT.
Beacons provides fans with different opportunities to connect with their favorite online Creators, including giving a donation, making requests, purchasing products, shopping and making appointments with such Creators. Beacons provides Creators with the necessary tools to run their businesses, all in one place.
How Our Services Work.
Beacons Pages. Beacons provides a Link in Bio app that allows certain creators, including individuals creating any type of content, whether online or offline (“Creators”) to create and customize a Beacons page that helps Creators connect with their fans, including other Creators (“Fans”) through the Website or Application, in a number of different ways, including:
Donation. If a Fan wants to donate to a Creator, a Fan can elect to provide the Creator with a donation in an amount of the Fan’s choosing (each, a “Donation”).
Request. If a Fan wants to request any specific action offered by the Creator (e.g., feedback, coaching, Q&A session, TikTok duet, 1-on-1 video chat, etc.) on a Creator’s Beacons page (each, a “Request”), a Fan can make such Request through the Website or Application at the price offered by the Creator.
Store. The Store app allows Creators to offer digital and/or physical products (each, a “Product”) on each Creator’s Beacons page, and Fans can purchase any such Product(s) through the Website or Application at the price offered by the Creator. In offering such Products, Creator is prohibited from selling the following types of Products: (i) any Product that promotes illegal or unlawful activity, violence or hate speech; (ii) any Product that disparages or defames any person, entity, brand or business; and (iii) any Product that may otherwise include or be deemed Objectionable Content (as defined below) or violate Beacons’ Community Standards.
Shopping. A Creator may upload images, text and social media videos (including, but not limited to, TikTok, Instagram, YouTube) on his or her Beacons page with tagged items that Fans may purchase through the Website or the App.
Appointment. If a Fan wants to make an appointment with a Creator for any specific length of time (each, an “Appointment”), a Fan can schedule any such Appointment through the Website or Application at the price offered by the Creator.
Beacons Creator Suite. Beacons provides a suite of apps, including Beacons’ Link in Bio and Store apps described above, as well as the following other apps, to help Creators more seamlessly run their businesses and reach audiences and brands:
Post Activity. The Post Activity app allows you to track your optimal posting schedule through planning and analyzing of your posts across all relevant social media platforms.
Audience Manager. The Audience Manager app allows you to build stronger relationships with your Fans by organizing the information provided by your Fans, learning who your Fans are and how your Fans interact with Your Content (as defined below).
Email Marketing. The Email Marketing app allows you to setup and send emails directly to your audience of Fans.
Link Shortener. The Link Shortener app allows you to create custom URLs that are short and sharable, and provides a centralized place to track analytics for all of your short links.
Media Kit. The Media Kit app allows you to carefully craft your online portfolio that shows your following, engagement, demographics and past work and communicates to brands why you will be a great partner.
Invoicing. The Invoicing app allows you to send, track and follow up on invoices and provides visibility into when each invoice is sent, due and paid.
Pricing Calculator. The Pricing Calculator app allows you to find your base rates to pitch brands for sponsored posts according to your platform, media type and follower counts.
AI Brand Outreach. The AI Brand Outreach app allows you to use the AI tool to create personalized, professional emails to brands, incorporating information about the brand you are pitching to and adjusting for your preferred tone.
Income Dashboard. The Income Dashboard app provides a dashboard that consolidates all of your accounts and income, along with customized insights to help you grow your business.
W-9 Generator. The W-9 Generator app allows you to generate a W-9 with the correct information about the brand, partnership and payment for each brand deal, and to attach W-9s to invoices when you send to brands.
The Website and Services are the property of Beacons. Beacons may update the Services from time to time. You may only access the Website, Application and/or Services to seek and post opportunities and for no other purpose.
Use of the Services and Beacons Properties. The Website, the Application, the Services, and the information and content available on the Website, the Application, and the Services (as these terms are defined below) (collectively, the “Beacons Properties”) are protected by copyright laws throughout the world. Subject to the Agreement, Beacons grants you a limited license to reproduce portions of the Beacons Properties for the sole purpose of using the Services for your personal and/or professional purposes. Unless otherwise specified by Beacons in a separate license, your right to use any Beacons Properties is subject to the Agreement.
Application License. Subject to your compliance with the Agreement, Beacons grants you a limited non-exclusive, non-transferable, non-sublicensable, revocable license to download, install and use a copy of the Application on a single mobile device or computer that you own or control and to run such copy of the Application solely for your own personal or internal business purposes. Furthermore, with respect to any Application accessed through or downloaded from the Apple App Store (an “App Store Sourced Application”), you will only use the App Store Sourced Application (a) on an Apple-branded product that runs the iOS (Apple’s proprietary operating system) and (b) as permitted by the “Usage Rules” set forth in the Apple App Store Terms of Service. Notwithstanding the first sentence in this section, with respect to any Application access through or downloaded from the Google Play store (a “Google Play Sourced Application”), you may have additional license rights with respect to use of the Application on a shared basis within your designated family group.
Updates. You understand that the Beacons Properties are evolving. You acknowledge and agree that Beacons may update the Beacons Properties with or without notifying you. You may need to update third-party software from time to time in order to receive the Services or use the Beacons Properties.
Certain Restrictions. The rights granted to you in the Terms are subject to the following restrictions: (a) you shall not license, sell, rent, lease, transfer, assign, reproduce, distribute, host or otherwise commercially exploit the Beacons Properties or any portion of the Beacons Properties, including the Website and Application, (b) you shall not frame or utilize framing techniques to enclose any trademark, logo, or other Beacons Properties (including images, text, page layout or form) of Beacons; (c) you shall not use any metatags or other “hidden text” using Beacons’ name or trademarks; (d) you shall not modify, translate, adapt, merge, make derivative works of, disassemble, decompile, reverse compile or reverse engineer any part of the Beacons Properties except to the extent the foregoing restrictions are expressly prohibited by applicable law; (e) you shall not use any manual or automated software, devices or other processes (including but not limited to spiders, robots, scrapers, crawlers, avatars, data mining tools or the like) to “scrape” or download data from any web pages contained in the Website or Application (except that we grant the operators of public search engines revocable permission to use spiders to copy materials from the Website or Application for the sole purpose of and solely to the extent necessary for creating publicly available searchable indices of the materials, but not caches or archives of such materials); (f) you shall not access the Beacons Properties in order to build a similar or competitive website, application or service; (g) except as expressly stated herein, no part of the Beacons Properties may be copied, reproduced, distributed, republished, downloaded, displayed, posted or transmitted in any form or by any means; and (h) you shall not remove or destroy any copyright notices or other proprietary markings contained on or in the Beacons Properties. Any future release, update or other addition to the Beacons Properties shall be subject to the Agreement. Beacons, its suppliers and service providers reserve all rights not granted in the Agreement. Any unauthorized use of the Beacons Properties terminates the licenses granted by Beacons pursuant to the Agreement.
Third-Party Materials. As a part of the Beacons Properties, you may have access to materials that are hosted by another party. You agree that it is impossible for Beacons to monitor such materials and that you access these materials at your own risk.
To access certain features of the Services, you may need to register an account or connect through a social networking account. You agree to provide true and accurate information when you register an Account on the Services.
Registration.
Registering Your Account. In order to access certain features of the Beacons Properties you may be required to become a Registered User. For purposes of the Agreement, a “Registered User” is a User who has registered a user account on the Website or Application (each, an “Account”) or has a valid account on the social networking service, such as Google, Facebook, Apple and/or Magic Link (“SNS”) through which the User has connected to the Website or Application (each such account, a “Third-Party Account”).
A “Free Creator Account” is an Account for a Creator to use the Services for his or her own personal use without cost. A user who registers for a Free Creator Account is a “Free Creator User”.
A “Paid Creator Account” is an Account for a Creator to use the Services for his or her own personal use and access the advanced features on the Services for a subscription fee. A user who registers for a Paid Creator Account is a “Paid Creator User”.
Access Through a SNS. If you access the Beacons Properties through a SNS as part of the functionality of the Website, the Application and/or the Services, you may link your Account with Third-Party Accounts, by allowing Beacons to access your Third-Party Account, as is permitted under the applicable terms and conditions that govern your use of each Third-Party Account. You represent that you are entitled to disclose your Third-Party Account login information to Beacons and/or grant Beacons access to your Third-Party Account (including, but not limited to, for use for the purposes described herein) without breach by you of any of the terms and conditions that govern your use of the applicable Third-Party Account and without obligating Beacons to pay any fees or making Beacons subject to any usage limitations imposed by such third-party service providers. By granting Beacons access to any Third-Party Accounts, you understand that Beacons may access, make available and store (if applicable) any information, data, text, software, music, sound, photographs, graphics, video, messages, tags and/or other materials accessible through Beacons Properties (collectively, “Content”) that you have provided to and stored in your Third-Party Account (“SNS Content”) so that it is available on and through Beacons Properties via your Account. Unless otherwise specified in the Agreement, all SNS Content shall be considered to be Your Content (as defined in Section 7.1) for all purposes of the Agreement. Depending on the Third-Party Accounts you choose and subject to the privacy settings that you have set in such Third-Party Accounts, personally identifiable information that you post to your Third-Party Accounts may be available on and through your Account on Beacons Properties. Please note that if a Third-Party Account or associated service becomes unavailable or Beacons’ access to such Third-Party Account is terminated by the third-party service provider, then SNS Content will no longer be available on and through Beacons Properties. You have the ability to disable the connection between your Account and your Third-Party Accounts at any time by accessing the “Settings” section of the Website or Application. PLEASE NOTE THAT YOUR RELATIONSHIP WITH THE THIRD-PARTY SERVICE PROVIDERS ASSOCIATED WITH YOUR THIRD-PARTY ACCOUNTS IS GOVERNED SOLELY BY YOUR AGREEMENT(S) WITH SUCH THIRD-PARTY SERVICE PROVIDERS, AND BEACONS DISCLAIMS ANY LIABILITY FOR PERSONALLY IDENTIFIABLE INFORMATION THAT MAY BE PROVIDED TO IT BY SUCH THIRD-PARTY SERVICE PROVIDERS IN VIOLATION OF THE PRIVACY SETTINGS THAT YOU HAVE SET IN SUCH THIRD-PARTY ACCOUNTS. Beacons makes no effort to review any SNS Content for any purpose, including but not limited to, for accuracy, legality or noninfringement, and Beacons is not responsible for any SNS Content.
Registration Data. In registering for the Services, you agree to (1) provide true, accurate, current and complete information about yourself as prompted by the Services’ registration form (the “Registration Data”); and (2) maintain and promptly update the Registration Data to keep it true, accurate, current and complete. You are responsible for all activities that occur under your Account (and if you are a parent or guardian supervising a minor user, you are responsible for all activities that occur under such minor user’s Account). You agree not to create an Account using a false identity or information, or on behalf of someone other than yourself. You agree not to create an Account or use the Beacons Properties if you have been previously banned from the Beacons Properties.
Necessary Equipment and Software. You must provide all equipment and software necessary to connect to the Beacons Properties. You are solely responsible for any fees, including Internet connection or mobile fees, that you incur when accessing the Beacons Properties.
As a Creator, you agree that: you are the owner of your Content; your Content and/or your provision of the Services hereunder does not violate the rights of another third party; you comply with all relevant laws, rules and regulations; and you are an independent contractor of Beacons and not an employee.
Creator-Specific Terms. When using the Services as a Creator, you represent and warrant that:
You own all rights in and to Your Content (as applicable) and that you have the right to grant the rights described in this Agreement;
You have paid and will pay in full any fees, royalties or other payments that are due or may become due in connection with the use of Your Content by the Fan or any third party;
Your agreement to this Agreement and the provision of any services hereunder does not violate any agreement that you may have with any third party;
Your Content does not infringe, misappropriate or otherwise use without authorization the intellectual property rights, privacy rights, publicity rights, moral rights or other legal rights of any third party, or violate any law, regulation or court order;
Your Content does not contain any third-party intellectual property or other materials unless you have the permission from the rights holder;
You do not offer content or services that violate Beacons’ Community Standards;
You covenant that any and all of Your Content, including but not limited to Content developed in connection with Requests and/or other digital and/or social media postings, communications or statements effected by or on behalf of Creator hereunder, will be effected in a manner that complies with applicable laws, rules, regulations and guidelines (including the Federal Trade Commission’s Guides Concerning the Use of Endorsements and Testimonials in Advertising – https://www.ftc.gov/sites/default/files/attachments/press-releases/ftc-publishes-final-guides-governing-endorsements-testimonials/091005revisedendorsementguides.pdf), as well as the rules, regulations and policies of each applicable digital and/or social media platform, including with respect to disclosures necessary to clearly and conspicuously indicate to consumers that you have received consideration in exchange therefor;
You will comply with all rules, regulations and requirements of any union or guild having jurisdiction over Creator, including by making any payments (including health and pension payments) required by any union or guild in respect of such individuals;
You agree that this Agreement creates an independent contractor relationship and it is your and Beacons’ express intent that the relationship be interpreted and held to be that of an independent contractor for all purposes. You agree that you are not a joint venturer, franchisee, partner, agent or employee of Beacons, and you will not represent yourself as such.
If a fan makes a donation or purchases a request, appointment and/or product, the fan will be charged the agreed upon amount. If a Creator purchases a Subscription, we will charge a Subscription Fee, which the Creator agrees will be charged with the payment information provided to us at the beginning of each subscription period until canceled. Our Payment Processor will collect all fees and pay creators the owed amounts, less credit card fees and Beacons’ commission.
Payments Fees and Subscription Terms.
General. You agree to pay all fees or charges in accordance with the fees, charges and billing terms in effect at the time a fee or charge is due and payable, as set forth on Beacons’ pricing page available at https://beacons.ai/i/pricing-plans, or as otherwise provided by a Creator on his or her Beacons landing page. You must provide Beacons with a valid credit card (Visa, MasterCard, or any other issuer accepted by us) or PayPal account (“Payment Provider”) in order to purchase any of the options and/or subscriptions offered on the Services. Your Payment Provider agreement governs your use of the designated credit card or PayPal account, and you must refer to that agreement and not the Agreement to determine your rights and liabilities. By providing Beacons with your credit card number or PayPal account and associated payment information, you agree that Beacons is authorized to immediately invoice your account for all fees and charges due and payable to Beacons hereunder and that no additional notice or consent is required. You agree to immediately notify Beacons of any change in your billing address or the credit card or PayPal account used for payment hereunder. Beacons reserves the right at any time to change its prices and billing methods, either immediately upon posting on Beacons Properties or by e-mail delivery to you.
Subscription Automatic Renewal for Creators. As a Paid Creator User, you will be responsible for payment of the applicable subscription fee for the Services (the “Subscription Fee”). Your subscription as a Paid Creator User will continue indefinitely until terminated in accordance with the Agreement. After your initial monthly subscription period, and again after any subsequent subscription period, your subscription will automatically commence on the first day following the end of such period (each a “Renewal Commencement Date”) and continue for an additional equivalent period, at Beacons’ then-current price for such subscription. You agree that your Account will be subject to this automatic renewal feature unless you cancel your subscription prior to the Renewal Commencement Date by logging into your Account and going to your “Account Settings” page found at the bottom of the left hand navigation bar and clicking the “Downgrade” option under the “Subscription” section. If you want to change your subscription details, you can manage your subscription by logging into your Account and going to your “Account Settings” page found at the bottom of the left hand navigation bar and clicking the “Manage Subscription” option under the "Subscription” section. If you cancel your subscription, you will not be able to use the features offered within the subscription immediately upon cancellation; your subscription will not be renewed after your then-current term expires. However, you will not be eligible for a prorated refund of any portion of the Subscription Fee paid for the then-current subscription period. By subscribing, you authorize Beacons to charge your Payment Provider now, and again at the beginning of any subsequent subscription period. Upon renewal of your subscription, if Beacons does not receive payment from your Payment Provider, (i) you agree to pay all amounts due on your Account upon demand, and/or (ii) you agree that Beacons may either terminate or suspend your subscription and continue to attempt to charge your Payment Provider until payment is received (upon receipt of payment, your Account will be activated and for purposes of automatic renewal, your new subscription commitment period will begin as of the day payment was received).
Payments to Creator. Fans may provide any amount for a Donation, but Creators have the ability to set the prices displayed to Fans for any Requests, Products and/or Appointments offered on the Services. Creator acknowledges and agrees that the relevant Payment Processor is entitled to collect the Gross Revenues (as defined below), and that prior to paying Creator, the relevant Payment Processor will deduct any credit card processing fees associated with the payment by such Payment Processor to Creator of such Gross Revenues, and Beacons shall retain a percentage of the Gross Revenues. “Gross Revenues” means all revenue received by Beacons from any Donation, Request, Product and/or Appointment transaction with a Fan. The relevant Payment Processor will then remit the remaining amount to Creator.
Taxes. The payments required under Section 5.2 of this Agreement do not include any Sales Tax that may be due in connection with the Services provided under this Agreement. If Beacons determines it has a legal obligation to collect a Sales Tax from you in connection with this Agreement, Beacons shall collect such Sales Tax in addition to the payments required under Section 5.2 of this Agreement. If any Services, or payments for any Services, under the Agreement are subject to any Sales Tax in any jurisdiction and you have not remitted the applicable Sales Tax to Beacons, you will be responsible for the payment of such Sales Tax and any related penalties or interest to the relevant tax authority, and you will indemnify Beacons for any liability or expense Beacons may incur in connection with such Sales Taxes. Upon Beacons’ request, you will provide it with official receipts issued by the appropriate taxing authority, or other such evidence that you have paid all applicable taxes. For purposes of this section, “Sales Tax” shall mean any sales or use tax and any other tax measured by sales proceeds that is the functional equivalent of a sales tax where the applicable taxing jurisdiction does not otherwise impose a sales or use tax.
Withholding Taxes. You agree to make all payments of fees to Beacons free and clear of, and without reduction for, any withholding taxes. Any such taxes imposed on payments of fees to Beacons will be your sole responsibility, and you will provide Beacons with official receipts issued by the appropriate taxing authority, or such other evidence as we may reasonably request, to establish that such taxes have been paid.
Disputes. You must notify us in writing within seven (7) days after receiving your credit card statement, if you dispute any of our charges on that statement or such dispute will be deemed waived. Billing disputes should be notified to the following address: Beacons AI Inc., 2261 Market St. #4319, San Francisco, CA 94114.
Third Party Service Provider. Beacons uses Stripe, Inc. (“Stripe”) and PayPal as its third party service providers for payment services (e.g., card acceptance, merchant settlement, and related services) (each, a “Third-Party Service Provider”). If you make a purchase on the Beacons Properties, you will be required to provide your payment details and any additional information required to complete your order directly to our Third-Party Service Provider. You agree to be bound by Stripe’s Privacy Policy (currently accessible at https://stripe.com/us/privacy) and its Terms of Service (currently accessible at https://stripe.com/ssa) and hereby consent and authorize the Company, Stripe and/or PayPal to share any information and payment instructions you provide with one or more Third-Party Service Provider(s) to the minimum extent required to complete your transactions. Please note that online payment transactions may be subject to validation checks by our Third-Party Service Provider and your card issuer, and we are not responsible if your card issuer declines to authorize payment for any reason. For your protection, our Third-Party Service Provider uses various fraud prevention protocols and industry standard verification systems to reduce fraud and you authorize it to verify and authenticate your payment information. Your card issuer may charge you an online handling fee or processing fee. We are not responsible for this. In some jurisdictions, our Third-Party Service Provider may use third parties under strict confidentiality and data protection requirements for the purposes of payment processing services.
Free Trials and Other Promotions. Any free trial or other promotion that provides Paid Creator User level access to the Services must be used within the specified time of the trial. At the end of the trial period, your use of the Services will expire and any further use of the Services is prohibited unless you pay the applicable Service Subscription Fee for any such Paid Creator User level access.
You are solely responsible for any agreement you enter into with a fan and/or an creator, and Beacons is not a party to any such agreement.
Relationship of the Parties. Any agreements created between a Fan and a Creator are not binding on us. We are not liable for, or obligated to enforce, any agreements between a Fan and a Creator, including any Request, Product and/or Appointment to be provided by a Creator. You will not consider Beacons, nor will Beacons be construed as, a party to such transactions, whether or not Beacons receives some form of remuneration in connection with the transaction, and Beacons will not be liable for any costs or damages arising out of or related to such transaction. No contractual obligations are created with us with respect to such transactions or agreements, and in the event that you have a dispute with one or more Users, you release Beacons (and our officers, directors, agents, investors, subsidiaries, and employees) from any and all claims, demands, or damages (actual or consequential) of every kind and nature, known and unknown, suspected and unsuspected, disclosed and undisclosed, arising out of or in any way connected with such disputes.
We are not responsible for any Content posted on the Website, Application or through the Services. Each User is responsible for the Content such user submits.
Content.
Types of Content. You may share or upload Content through the Beacons Properties , including by way of your prompts, comments, questions and other input to the Beacons Properties (collectively, “Input”). You, and not Beacons, are entirely responsible for all Input you upload, share, post, email, transmit, query or otherwise make available through or to the Beacons Properties, including the SNS Content. When you make available any Input on or to the Beacons Properties, you represent that you own and/or have sufficient rights to use such Input in connection with the Beacons Properties, including to grant the license set forth in Section 7.3 (License to Your Content). In response to any prompts, comments, questions, and other Input that you provide to the Beacons Properties, the Beacons Properties, together with AI Services may generate new Content (“Output”). You acknowledge that the Outputs are based on your Inputs, and that Beacons has no control over any such Inputs. Accordingly, all Outputs are provided “as is” and with “all faults”, and Beacons makes no representations or warranties of any kind or nature with respect to any Inputs or Outputs, including any warranties of accuracy, completeness, truthfulness, timeliness or suitability. You are solely responsible for your use of your Outputs created through the Beacons Properties, and you assume all risks associated with your use of any Outputs, including any potential copyright infringement claims from third parties or any disclosure of your Outputs that personally identifies you or any third party.
Ownership of Your Content. Beacons does not claim ownership of any Input or Outputs (collectively, “Your Content”). Subject to Section 7.3 (License to Your Content), as between the Beacons and you, you are the owner of all right, title and interest in Your Content. Notwithstanding the foregoing, given the nature of the Service, you acknowledge that: (a) Output may not be unique across users and the Beacons Properties may generate the same or similar output for another user under similar terms; and (b) Beacons does not represent or warrant that the Outputs are protectible by any intellectual property rights under applicable law.
License to Your Content. Subject to any applicable account settings that you select, you grant Beacons a fully paid, royalty-free, perpetual, irrevocable, worldwide, royalty-free, non-exclusive and fully sublicensable right (including any moral rights) and license to use, license, distribute, reproduce, modify, adapt, publicly perform, and publicly display, Your Content (in whole or in part), in any medium or manner, now known or hereafter devised, for the purposes of operating and providing the Beacons Properties to you and to our other users. Without limiting the foregoing, you acknowledge that Your Content may be used by Beacons, or third-party providers of the AI Services, to train, develop, enhance, evolve and improve the Service and the underlying artificial intelligence models, algorithms and related technology, products and services (including for labeling, classification, content moderation and model training purposes), as well as for marketing and promotional purposes. You acknowledge and agree that Beacons may use and share Your Content and any information resulting from your use of the Services as set forth in Beacons’ Privacy Policy (https://beacons.ai/i/beacons-privacy-policy), which may be updated from time to time, and for Beacons’ legitimate business purposes.
AI Services. The Beacons Properties may utilize certain publicly available artificial intelligence and deep learning platforms, algorithms, tools and models (“AI Services”) to generate Output. You acknowledge and agree that Beacons may share your Inputs with the AI Services for this purpose and such AI Services may not be required to maintain the confidentiality of any of Your Content. Further, You understand that additional license requirements may apply to certain AI Services, including that such AI Services may retain certain rights to use or disclose Your Content, including to further train their algorithmic models. You must review and comply with such requirements for the AI Services used. You assume all risks associated with your use of such AI Services. Beacons will have no liability for the unavailability of any AI Services, or any third party’s decision to discontinue, suspend or terminate any AI Services.
Content Restrictions. Your use of the Beacons Properties must comply at all times with Beacons’ Community Standards and any applicable AI Services terms. Without limiting the foregoing, you must not share Content on or through the Service, or attempt to create Output through the Beacons Properties, that: (A) is unlawful, threatening, abusive, harassing, defamatory, libelous, deceptive, fraudulent, invasive of another’s privacy, tortious, obscene, pornographic, offensive, or profane; (B) infringes or misappropriates any third party’s intellectual property rights or other proprietary rights; (C) contains any viruses, worms or other malicious computer programming codes that may damage the Service; (D) contains any personal information, such as financial, medical or other sensitive personal information such as government IDs, passport numbers or social security numbers; or (E) involves commercial activities and/or sales, such as contests, sweepstakes, barter, advertising, or pyramid schemes without Beacons’ prior written consent. Furthermore, Your Content may not contain nudity, violence, sexually explicit, obscene, or offensive subject matter as determined by Beacons in its sole discretion. You may not post or make available any Content that includes any identifiable person or any of their personal characteristics without that person’s permission.
Storage. Unless expressly agreed to by Beacons in writing elsewhere, Beacons has no obligation to store any of Your Content. Beacons has no responsibility or liability for the deletion or accuracy of any Content, including Your Content; the failure to store, transmit or receive transmission of Content; or the security, privacy, storage, or transmission of other communications originating with or involving use of the Beacons Properties. Certain Services may enable you to specify the level at which such Services restrict access to Your Content. You are solely responsible for applying the appropriate level of access to Your Content. If you do not choose, the system may default to its most permissive setting. You agree that Beacons retains the right to create reasonable limits on Beacons’ use, processing and/or storage of the Content, including Your Content, such as limits on file size, storage space, processing capacity, and similar limits described in the web pages accompanying the Services and as otherwise determined by Beacons in its sole discretion.
We own our Content. You own your Content. If you provide us with any comments or feedback about the Website and Services, we have the right to use that feedback without any payment or other obligation to you.
Ownership.
Beacons Properties. Except with respect to Your Content and User Content, you agree that Beacons and its suppliers own all rights, title and interest in the Beacons Properties, and all improvements, enhancements and updates made thereto. You will not remove, alter or obscure any copyright, trademark, service mark or other proprietary rights notices incorporated in or accompanying the Website, the Application, the Services, or the Beacons Properties.
Trademarks. “Beacons” and other related graphics, logos, service marks and trade names used on or in connection with the Beacons Properties are the trademarks of Beacons and may not be used without permission in connection with any third-party products or services. Other trademarks, service marks and trade names that may appear on or in the Beacons Properties are the property of their respective owners.
Username. Notwithstanding anything contained herein to the contrary, by submitting Your Content to any forums, comments, or any other area on the Beacons Properties, you hereby expressly permit Beacons to identify you by your username (which may be a pseudonym) as the contributor of Your Content in any publication in any form, media or technology now known or later developed in connection with Your Content.
Feedback. You agree that submission of any ideas, suggestions, documents, and/or proposals to Beacons through its suggestion, feedback, wiki, forum or similar pages (“Feedback”) is at your own risk and that Beacons has no obligations (including without limitation obligations of confidentiality) with respect to such Feedback. You represent and warrant that you have all rights necessary to submit the Feedback. You hereby grant to Beacons a fully paid, royalty-free, perpetual, irrevocable, worldwide, non-exclusive, and fully sublicensable right and license to use, reproduce, perform, display, distribute, adapt, modify, re-format, create derivative works of, and otherwise commercially or non-commercially exploit in any manner, any and all Feedback, and to sublicense the foregoing rights, in connection with the operation and maintenance of the Beacons Properties.
As a User of the Website or Application, you are subject to certain restrictions. Please review them closely prior to using or accessing the Beacons Properties.
User Conduct
General. While using or accessing the Beacons Properties you agree that you will not, under any circumstances:
Breach or circumvent any laws, third party rights or our systems, policies, or determinations of your Account status;
Interfere with or damage Beacons Properties, including, without limitation, through the use of viruses, cancel bots, Trojan horses, harmful code, flood pings, denial-of-service attacks, packet or IP spoofing, forged routing or electronic mail address information, or similar methods or technology;
Fail to honor any transaction agreed to by you, unless the Creator fails to comply with the terms of such transaction;
Post false, inaccurate, misleading, defamatory or libelous content;
Take any action that may undermine our feedback or ratings systems;
Bypass our robot exclusion headers, interfere with the working of the Beacons Properties, or impose an unreasonable or disproportionately large load on our infrastructure;
Upload, post, e-mail, transmit or otherwise make available any unsolicited or unauthorized advertising, promotional materials, “junk mail,” “spam,” “chain letters,” “pyramid schemes,” or any other form of solicitation;
Use the Beacons Properties to collect, harvest, transmit, distribute, post or submit any information concerning any other person or entity, including without limitation, photographs of others without their permission, personal contact information or credit, debit, calling card or account numbers; or
Make Available any Content that (i) is unlawful, tortious, defamatory, vulgar, obscene, libelous, or racially, ethnically or otherwise objectionable; (ii) violates, or encourages any conduct that would violate, any applicable law or regulation or would give rise to civil liability; (iii) promotes discrimination, bigotry, racism, hatred, harassment or harm against any individual or group; (iv) is violent or threatening, or promotes violence or actions that are threatening to any other person; (v) promotes illegal or harmful activities; or (vi) infringes a third party’s intellectual property or privacy or other proprietary right.
Acceptable Use. In connection with your access to and use of the Services, you will not, and will ensure that Your Content does not:
violate any law, regulation, or court order;
violate Beacons’ Community Standards;
violate, infringe, or misappropriate the intellectual property, privacy, publicity, moral or “droit moral,” or other legal rights of any third party;
submit, post, share, or communicate anything that is, or that incites or encourages, action that is, explicitly or implicitly illegal, abusive, harassing, threatening, hateful, racist, derogatory, harmful to any reputation, pornographic, indecent, profane, obscene, or otherwise objectionable (including nudity) (collectively, the “Objectionable Content”), including but not limited to:
defamatory, discriminatory, or mean-spirited content, including references or commentary about religion, race, sexual orientation, gender, national/ethnic origin, or other targeted groups, particularly if the app is likely to humiliate, intimidate, or harm a targeted individual or group;
realistic portrayals of people or animals being killed, maimed, tortured, or abused, or content that encourages violence;
depictions that encourage illegal or reckless use of weapons and dangerous objects, or facilitate the purchase of firearms or ammunition
overtly sexual or pornographic material, defined by Webster’s Dictionary as “explicit descriptions or displays of sexual organs or activities intended to stimulate erotic rather than aesthetic or emotional feelings”;
inflammatory religious commentary or inaccurate or misleading quotations of religious texts; or
false information and features, including inaccurate device data or trick/joke functionality, such as fake location trackers.
send advertising or commercial communications, including spam, or any other unsolicited or unauthorized communications;
stalk, harass, threaten, or harm any third party;
impersonate any third party;
participate in any fraudulent or illegal activity, including phishing, money laundering, or fraud; or
advocate, encourage, or assist any third party in doing any of the foregoing.
If you do not act appropriately, we may suspend or discontinue your access to the Services. If your access to the Services is suspended or discontinued, you may not create another Account on the Website or Application.
INVESTIGATIONS, MONITORING, & NO OBLIGATION TO PRE-SCREEN CONTENT. Beacons may, but is not obligated to, investigate, monitor, pre-screen, remove, refuse, or review the Beacons Properties and/or Content, including Your Content and User Content, at any time. You hereby provide your irrevocable consent to such monitoring. You acknowledge and agree that you have no expectation of privacy concerning the transmission of Your Content, including without limitation chat, text, or voice communications.
Without limiting the foregoing, Beacons reserves the right to: (a) remove or refuse to post any of Your Content for any or no reason in our sole discretion; (b) take any action with respect to any of Your Content that we deem necessary or appropriate in our sole discretion, including if we believe that such Content violates this Agreement, infringes any intellectual property right or other right of any person or entity, threatens the personal safety of users of the Beacons Properties or the public, or could create liability for Beacons; (c) disclose your identity or other information about you to any third party who claims that material posted by you violates their rights, including their intellectual property rights or their right to privacy; (d) take appropriate legal action, including without limitation, referral to and cooperation with law enforcement and/or other applicable legal authorities, for any illegal or unauthorized use of the Beacons Properties or if Beacons otherwise believes that criminal activity has occurred; and/or (e) terminate or suspend your access to all or part of the Beacons Properties for any or no reason, including without limitation, any violation of this Agreement. Upon determination of any possible violations by you of any provision of this Agreement, Beacons, may, at its sole discretion immediately terminate your license to use the Beacons Properties, or change, alter or remove Your Content, in whole or in part, without prior notice to you.
If Beacons believes that criminal activity has occurred, Beacons reserves the right to, except to the extent prohibited by applicable law, disclose any information or materials on or in the Beacons Properties, including Your Content, in Beacons’ possession in connection with your use of the Beacons Properties, to (i) comply with applicable laws, legal process or governmental request, (ii) enforce this Agreement, (iii) respond to any claims that Your Content violates the rights of third parties, (iv) respond to your requests for customer service, or (v) protect the rights, property, or personal safety of Beacons, its users or the public, and all enforcement or other government officials, as Beacons in its sole discretion believes to be necessary or appropriate.
You are responsible for all interactions with other Users on the Website or Services.
Interactions with Other Users.
User Responsibility. You are solely responsible for your interactions with other Users of the Beacons Properties and any other parties with whom you interact through the Beacons Properties; provided, however, that Beacons reserves the right, but has no obligation, to intercede in such disputes.
Content Provided by Other Users. The Beacons Properties may contain User Content provided by other Users. Beacons is not responsible for and does not control User Content. Beacons has no obligation to review or monitor, and does not approve, endorse or make any representations or warranties with respect to User Content. You use all User Content and interact with other Users at your own risk.
We may link to certain websites not owned by us, which are not subject to this Agreement. You access those sites at your own risk. If you download the App from an app store, you must agree to the applicable terms specified in this section.
Third-Party Services.
Third-Party Websites, Applications & Ads. The Beacons Properties may use AI Services, and/or contain links of third-party websites (“Third-Party Websites”), applications (“Third-Party Applications”) and advertisements for third parties (“Third-Party Ads”) (collectively, “Third-Party Services”). Such Third-Party Services are not under the control of Beacons. Beacons is not responsible for any Third-Party Services. When you use a Third-Party Service, we will not warn you that you have left the Beacons Properties and are subject to the terms and conditions (including privacy policies) of another website or destination. Beacons does not review, approve, monitor, endorse, warrant, or make any representations with respect to Third-Party Services, or their products or services. You use Third-Party Services at your own risk. When you leave the Beacons Properties, our Agreement and policies no longer govern. You should review applicable terms and policies, including privacy and data gathering practices, of any Third-Party Services, and should make whatever investigation you feel necessary or appropriate before proceeding with any transaction with any third-party.
Sharing Your Content and Information Through Third-Party Services. Beacons may provide tools through the Beacons Properties that enable you to export information, including Your Content, to Third-Party Services, including through features that allow you to link your Account with an SNS account, or through our implementation of third-party buttons (such as “like” or “share” buttons). By using one of these tools, you agree that Beacons may transfer that information to the applicable Third-Party Service. Beacons is not responsible for any Third-Party Service’s use of your exported information.
Third-Party Application Access. With respect to any Application accessed through or downloaded from the Apple App Store (an “App Store Sourced Application”), you shall only use the App Store Sourced Application (i) on an Apple-branded product that runs the iOS (Apple’s proprietary operating system) and (ii) as permitted by the “Usage Rules” set forth in the Apple Media Terms of Service, except that such App Store Sourced Application may be accessed, acquired, and used by other accounts associated with the purchaser via Apple’s Family Sharing function, volume purchasing, or Legacy Contacts function. Notwithstanding the first sentence in this section, with respect to any Application accessed through or downloaded from the Google Play store (a “Google Play Sourced Application”), you may have additional license rights with respect to use of the Application on a shared basis within your designated family group.
Additional Terms for Apple Applications. The following applies to any App Store Sourced Application accessed through or downloaded from the Apple App Store:
You acknowledge and agree that (i) the Agreement is concluded between you and Beacons only, and not Apple, and (ii) Beacons, not Apple, is solely responsible for the App Store Sourced Application and content thereof. Your use of the App Store Sourced Application must comply with the App Store Terms of Service.
You acknowledge that Apple has no obligation whatsoever to furnish any maintenance and support services with respect to the App Store Sourced Application.
In the event of any failure of the App Store Sourced Application to conform to any applicable warranty, you may notify Apple, and Apple will refund the purchase price for the App Store Sourced Application to you and to the maximum extent permitted by applicable law, Apple will have no other warranty obligation whatsoever with respect to the App Store Sourced Application. As between Beacons and Apple, any other claims, losses, liabilities, damages, costs or expenses attributable to any failure to conform to any warranty will be the sole responsibility of Beacons.
You and Beacons acknowledge that, as between Beacons and Apple, Apple is not responsible for addressing any claims you have or any claims of any third party relating to the App Store Sourced Application or your possession and use of the App Store Sourced Application, including, but not limited to: (i) product liability claims; (ii) any claim that the App Store Sourced Application fails to conform to any applicable legal or regulatory requirement; and (iii) claims arising under consumer protection or similar legislation.
You and Beacons acknowledge that, in the event of any third-party claim that the App Store Sourced Application or your possession and use of that App Store Sourced Application infringes that third party’s intellectual property rights, as between Beacons and Apple, Beacons, not Apple, will be solely responsible for the investigation, defense, settlement and discharge of any such intellectual property infringement claim to the extent required by the Agreement.
You and Beacons acknowledge and agree that Apple, and Apple’s subsidiaries, are third-party beneficiaries of the Agreement as related to your license of the App Store Sourced Application, and that, upon your acceptance of the terms and conditions of the Agreement, Apple will have the right (and will be deemed to have accepted the right) to enforce the Agreement as related to your license of the App Store Sourced Application against you as a third-party beneficiary thereof.
Without limiting any other terms of the Agreement, you must comply with all applicable third-party terms of agreement when using the App Store Sourced Application.
Additional Terms for Google Applications. The following applies to any Google Play Sourced Application accessed through or downloaded from Google Play:
You acknowledge and agree that (i) the Agreement is concluded between you and Beacons only, and not Google, Inc. (“Google”), and (ii) Beacons, not Google, is solely responsible for the Google Play Sourced Application and content thereof. Your use of the Google Play Sourced Application must comply with the Google Play Terms of Service.
Google is only a provider of Google Play where you obtained the Google Play Sourced Application.
Beacons, and not Google, is solely responsible for its Google Play Sourced Application;
Google has no obligation or liability to you with respect to Beacons’ Google Play Sourced Application or this Agreement; and
You acknowledge and agree that Google is a third-party beneficiary to the Agreement as it relates to Beacons’ Google Play Sourced Application.
You will be responsible for claims and liability that relate to your use of the Services.
Indemnification. You agree to indemnify and hold Beacons, its parents, subsidiaries, affiliates, officers, employees, agents, partners and licensors (collectively the “Beacons Parties”) harmless from any losses, costs, liabilities and expenses (including reasonable attorneys’ fees) relating to or arising out of: (a) Your Content, including any use of Output by you; (b) your use of, or inability to use, the Beacons Properties; (c) your violation of the Agreement; (d) your violation of any rights of another party, including any User; or (e) your violation of any applicable laws, rules or regulations. Beacons reserves the right, at its own cost, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, in which event you will fully cooperate with Beacons in asserting any available defenses. You agree that the provisions in this section will survive any termination of your Account, the Agreement, or your access to the Beacons Properties.
You use the Website and Services at your own risk. We do not make any warranties or guarantees.
Disclaimer of Warranties.
As Is. YOU EXPRESSLY UNDERSTAND AND AGREE THAT TO THE EXTENT PERMITTED BY APPLICABLE LAW, YOUR USE OF THE BEACONS PROPERTIES IS AT YOUR SOLE RISK, AND THE BEACONS PROPERTIES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, WITH ALL FAULTS. BEACONS PARTIES EXPRESSLY DISCLAIM ALL WARRANTIES, REPRESENTATIONS, AND CONDITIONS OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT ARISING FROM USE OF THE BEACONS PROPERTIES OR YOUR CONTENT.
BEACONS PARTIES MAKE NO WARRANTY, REPRESENTATION OR CONDITION THAT: (1) THE BEACONS PROPERTIES OR ANY OUTPUT WILL MEET YOUR REQUIREMENTS; (2) YOUR USE OF THE BEACONS PROPERTIES WILL BE UNINTERRUPTED, TIMELY, SECURE OR ERROR-FREE; (3) THE OUTPUT OR RESULTS THAT MAY BE OBTAINED FROM USE OF THE BEACONS PROPERTIES WILL BE ACCURATE OR RELIABLE; OR (4) ANY ERRORS IN THE BEACONS PROPERTIES WILL BE CORRECTED.
ANY CONTENT DOWNLOADED FROM OR OTHERWISE ACCESSED THROUGH THE BEACONS PROPERTIES IS ACCESSED AT YOUR OWN RISK, AND YOU SHALL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR PROPERTY OR PERSON, INCLUDING, BUT NOT LIMITED TO, YOUR COMPUTER SYSTEM AND ANY DEVICE YOU USE TO ACCESS THE BEACONS PROPERTIES, OR ANY OTHER LOSS THAT RESULTS FROM ACCESSING SUCH CONTENT.
THE BEACONS PROPERTIES MAY BE SUBJECT TO DELAYS, CANCELLATIONS AND OTHER DISRUPTIONS. BEACONS MAKES NO WARRANTY, REPRESENTATION OR CONDITION WITH RESPECT TO THE BEACONS PROPERTIES, INCLUDING BUT NOT LIMITED TO, THE QUALITY, EFFECTIVENESS, REPUTATION AND OTHER CHARACTERISTICS OF THE BEACONS PROPERTIES.
NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED FROM BEACONS OR THROUGH THE BEACONS PROPERTIES WILL CREATE ANY WARRANTY NOT EXPRESSLY MADE HEREIN.
FROM TIME TO TIME, BEACONS MAY OFFER NEW “BETA” FEATURES OR TOOLS WITH WHICH ITS USERS MAY EXPERIMENT. SUCH FEATURES OR TOOLS ARE OFFERED SOLELY FOR EXPERIMENTAL PURPOSES AND WITHOUT ANY WARRANTY OF ANY KIND, AND MAY BE MODIFIED OR DISCONTINUED AT BEACONS’ SOLE DISCRETION. THE PROVISIONS OF THIS SECTION APPLY WITH FULL FORCE TO SUCH FEATURES OR TOOLS.
No Liability for Conduct of Third Parties. YOU ACKNOWLEDGE AND AGREE THAT BEACONS PARTIES ARE NOT LIABLE, AND YOU AGREE NOT TO SEEK TO HOLD BEACONS PARTIES LIABLE, FOR THE CONDUCT OF THIRD PARTIES, INCLUDING OPERATORS OF EXTERNAL SITES, INCLUDING ANY THIRD-PARTY PROVIDERS OF AI SERVICES, AND THAT THE RISK OF INJURY FROM SUCH THIRD PARTIES RESTS ENTIRELY WITH YOU.
No Liability for Conduct of Other Users. YOU ARE SOLELY RESPONSIBLE FOR ALL OF YOUR COMMUNICATIONS AND INTERACTIONS WITH OTHER USERS OF THE BEACONS PROPERTIES. YOU UNDERSTAND THAT BEACONS DOES NOT MAKE ANY ATTEMPT TO VERIFY THE STATEMENTS OF USERS OF THE BEACONS PROPERTIES. BEACONS MAKES NO REPRESENTATIONS OR WARRANTIES AS TO THE CONDUCT OF USERS OF THE BEACONS PROPERTIES. YOU AGREE TO TAKE REASONABLE PRECAUTIONS IN ALL COMMUNICATIONS AND INTERACTIONS WITH OTHER USERS OF THE BEACONS PROPERTIES.
BEACONS MAKES NO WARRANTY THAT ANY REQUESTS, PRODUCTS AND/OR APPOINTMENTS PROVIDED BY CREATOR WILL MEET YOUR REQUIREMENTS OR THAT SUCH SERVICES WILL BE AVAILABLE ON AN UNINTERRUPTED, SECURE, OR ERROR-FREE BASIS. BEACONS MAKES NO WARRANTY REGARDING THE QUALITY, ACCURACY, TIMELINESS, TRUTHFULNESS, COMPLETENESS OR RELIABILITY OF ANY USER CONTENT OBTAINED THROUGH THE BEACONS PROPERTIES.
WHILE WE MAY HELP FACILITATE THE RESOLUTION OF DISPUTES AMONG USERS THROUGH VARIOUS PROGRAMS, WE HAVE NO CONTROL OVER AND DO NOT GUARANTEE THE QUALITY, SAFETY OR LEGALITY OF TRANSACTIONS, THE TRUTH OR ACCURACY OF USERS’ CONTENT, THE ABILITY OF END USERS TO INITIATE TRANSACTIONS, THE ABILITY OF CREATORS TO ACCEPT TRANSACTIONS, OR THAT A CREATOR WILL ACTUALLY HONOR A DEAL.
No Medical Advice.
IF YOU HAVE ANY CONCERNS OR QUESTIONS ABOUT YOUR HEALTH, YOU SHOULD ALWAYS CONSULT WITH A PHYSICIAN OR OTHER HEALTH-CARE PROFESSIONAL. DO NOT DISREGARD, AVOID OR DELAY OBTAINING MEDICAL OR HEALTH RELATED ADVICE FROM YOUR HEALTHCARE PROFESSIONAL BECAUSE OF INFORMATION OR CONTENT AVAILABLE ON THE BEACONS PROPERTIES. THE USE OF INFORMATION AND CONTENT PROVIDED THROUGH THE BEACONS PROPERTIES IS SOLELY AT YOUR OWN RISK.
NOTHING STATED OR POSTED ON THE BEACONS PROPERTIES OR AVAILABLE THROUGH ANY SERVICES IS INTENDED TO BE, AND MUST NOT BE TAKEN TO BE, THE PRACTICE OF MEDICAL OR COUNSELING CARE. FOR PURPOSES OF THIS AGREEMENT, THE PRACTICE OF MEDICINE AND COUNSELING INCLUDES, WITHOUT LIMITATION, PSYCHIATRY, PSYCHOLOGY, PSYCHOTHERAPY, OR PROVIDING HEALTH CARE TREATMENT, INSTRUCTIONS, DIAGNOSIS, PROGNOSIS OR ADVICE.
No Professional Advice. THE CONTENT AND INFORMATION LOCATED ON THE BEACONS PROPERTIES ARE DESIGNED FOR EDUCATIONAL, INFORMATIONAL, AND ENTERTAINMENT PURPOSES ONLY AND IS NOT CONSTRUED TO BE ADVICE OF ANY KIND. YOU SHOULD NOT RELY ON INFORMATION AVAILABLE IN OR VIA THE BEACONS PROPERTIES AS A SUBSTITUTE FOR PROFESSIONAL ADVICE, INCLUDING ANY LEGAL OR MEDICAL ADVICE. YOU MUST NOT RELY ON ANY OF THE CONTENT AND INFORMATION FOR ANY PURPOSES WHATSOEVER, AND YOU MUST SEEK YOUR OWN INDEPENDENT PROFESSIONAL ADVICE BEFORE RELYING ON OR OTHERWISE DECIDING TO TAKE ANY ACTION ON THE BASIS OF ANY CONTENT OR INFORMATION AVAILABLE THROUGH THE SERVICES.
Forward-Looking Statements. CERTAIN CONTENT CONTAINED HEREIN MAY BE BASED UPON FORWARD-LOOKING STATEMENTS. FORWARD-LOOKING STATEMENTS ARE INHERENTLY UNCERTAIN, AND FACTORS AFFECTING THE MARKETS IN GENERAL OR INDUSTRIES OR ISSUERS IN PARTICULAR MAY CAUSE EVENTS OR RESULTS TO VARY FROM THOSE DESCRIBED HEREIN. ACCORDINGLY, YOU SHOULD NOT UNDULY RELY ON OR DRAW CONCLUSIONS FROM FORWARD LOOKING STATEMENTS.
Cryptocurrency. BEACONS WILL NOT BE RESPONSIBLE OR LIABLE TO YOU FOR ANY LOSS AND TAKE NO RESPONSIBILITY FOR, AND WILL NOT BE LIABLE TO YOU FOR, ANY DAMAGES ARISING FROM ANY DECISIONS OR ACTIONS MADE BY YOU BASED ON THE CONTENT PROVIDED BY CREATORS ON THE BEACONS PROPERTIES OR INFORMATION ON EXCHANGE OR THROUGH USE OF CRYPTOCURRENCY.
We will not be liable to you for amounts greater than the amounts you pay to us during any six (6)-month period.
Limitation of Liability.
Disclaimer of Certain Damages. YOU UNDERSTAND AND AGREE THAT IN NO EVENT SHALL BEACONS PARTIES BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR IN CONNECTION WITH THE BEACONS PROPERTIES FOR ANY DAMAGES RESULTING FROM LOSS OF USE, DATA, OR PROFITS, WHETHER OR NOT BEACONS HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, OR FOR ANY DAMAGES FOR PERSONAL OR BODILY INJURY OR EMOTIONAL DISTRESS ARISING OUT OF OR IN CONNECTION WITH THE AGREEMENT, OR FROM ANY COMMUNICATIONS, INTERACTIONS OR MEETINGS WITH OTHER USERS OF THE BEACONS PROPERTIES OR THIRD PARTIES, ON ANY THEORY OF LIABILITY, RESULTING FROM: (1) THE USE OR INABILITY TO USE THE BEACONS PROPERTIES; (2) ANY DEALS OFFERED THROUGH THE SERVICES; (3) THE COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES RESULTING FROM ANY GOODS, DATA, INFORMATION OR SERVICES PURCHASED OR OBTAINED OR MESSAGES RECEIVED FOR TRANSACTIONS ENTERED INTO THROUGH THE BEACONS PROPERTIES; (4) UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR TRANSMISSIONS OR DATA; (5) STATEMENTS OR CONDUCT OF ANY THIRD-PARTY ON BEACONS PROPERTIES; OR (6) ANY OTHER MATTER RELATED TO THE BEACONS PROPERTIES, WHETHER BASED ON WARRANTY, COPYRIGHT, CONTRACT, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY OR ANY OTHER LEGAL THEORY.
Cap on Liability. UNDER NO CIRCUMSTANCES WILL BEACONS PARTIES BE LIABLE TO YOU FOR MORE THAN THE AMOUNT RECEIVED BY BEACONS AS A RESULT OF YOUR USE OF THE BEACONS PROPERTIES IN THE ONE (1) MONTH PRECEDING THE DATE ON WHICH YOU FIRST ASSERT YOUR CLAIM. IF YOU HAVE NOT PAID BEACONS ANY AMOUNTS IN THE SIX (6) MONTHS PRECEDING THE DATE ON WHICH YOU FIRST ASSERT ANY SUCH CLAIM, BEACONS’ SOLE AND EXCLUSIVE LIABILITY SHALL BE LIMITED TO ONE HUNDRED DOLLARS ($100).
Exclusion of Damages. CERTAIN JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES. IF THESE LAWS APPLY TO YOU, SOME OR ALL OF THE ABOVE EXCLUSIONS OR LIMITATIONS MAY NOT APPLY TO YOU, AND YOU MIGHT HAVE ADDITIONAL RIGHTS.
User Content. BEACONS PARTIES ASSUME NO RESPONSIBILITY FOR THE TIMELINESS, DELETION, MIS-DELIVERY OR FAILURE TO STORE ANY CONTENT (INCLUDING, BUT NOT LIMITED TO, YOUR CONTENT AND USER CONTENT), USER COMMUNICATIONS OR PERSONALIZATION SETTINGS.
Basis of the Bargain. THE LIMITATIONS OF DAMAGES SET FORTH ABOVE ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN BEACONS AND YOU.
Tell us if you think another User has violated your intellectual property rights on the Services, or if you think another user may have incorrectly reported that you violated such User’s intellectual property rights.
Procedure for Making Claims of Copyright Infringement. It is Beacons’ policy to terminate membership privileges of any User who repeatedly infringes copyright upon prompt notification to Beacons by the copyright owner or the copyright owner’s legal agent. Without limiting the foregoing, if you believe that your work has been copied and posted on the Beacons Properties in a way that constitutes copyright infringement, please provide our Copyright Agent with the following information: (1) an electronic or physical signature of the person authorized to act on behalf of the owner of the copyright interest; (2) a description of the copyrighted work that you claim has been infringed; (3) a description of the location on the Beacons Properties of the material that you claim is infringing; (4) your address, telephone number and e-mail address; (5) a written statement by you that you have a good faith belief that the disputed use is not authorized by the copyright owner, its agent or the law; (6) a statement by you, made under penalty of perjury, that the above information in your notice is accurate and that you are the copyright owner or authorized to act on the copyright owner’s behalf. Contact information for Beacons’ DMCA Agent for notice of claims of copyright infringement is as follows: Beacons AI, Inc., Attn: Copyright Agent, 2261 Market St. #4319, San Francisco, CA 94114.
We may terminate this Agreement or the Services at any time and for any reason. You may terminate the Services at any time by closing your Account.
Termination.
Termination or Suspension of Services by Beacons. Beacons may terminate or suspend your right to use the Beacons Properties at any time for any or no reason by providing you with written or email notice of such termination, and termination will be effective immediately upon delivery of such notice. We may cancel unconfirmed Accounts or Accounts that have been inactive for a long time, or modify or discontinue our Services. Without limitation, Beacons may terminate or suspend your right to use the Beacons Properties if you breach any provision of the Agreement or any policy of Beacons posted through the Beacons Properties from time to time; if Beacons otherwise finds that you have engaged in inappropriate and/or offensive behavior; if Beacons believes you are creating problems or possible legal liabilities; if Beacons believes such action will improve the security of our community or reduce another User’s exposure to financial liabilities; if Beacons believes you are infringing the rights of third parties; if Beacons believes you are acting inconsistently with the spirit of this Agreement; or if despite our reasonable endeavors, Beacons is unable to verify or authenticate any information you provide. In addition to terminating or suspending your Account, Beacons reserves the right to take appropriate legal action, including without limitation pursuing civil, criminal, and injunctive redress. Even after your right to use the Services is terminated or suspended, this Agreement will remain enforceable against you.
Termination of Services by You. If you want to terminate the Services provided by Beacons, you may do so by closing your Account for all of the Services that you use.
Effect of Termination. Termination of any Service includes removal of access to such Service and barring of further use of the Service. Termination of all Services also includes deletion of your password and all related information, files and Content associated with or inside your Account (or any part thereof), including Your Content. Upon termination of any Service, your right to use such Service will automatically terminate immediately. You understand that any termination of Services may involve deletion of Your Content associated therewith from our live databases. Please note that we may be required to keep such information and not delete it (or to keep this information for a certain time, in which case we will comply with your deletion request only after we have fulfilled such requirements). When we delete any information, it will be deleted from the active database, but may remain in our archives. We may also retain your information for fraud or similar purposes. Beacons will not have any liability whatsoever to you for any suspension or termination, including for deletion of Your Content. All provisions of the Agreement which by their nature should survive, shall survive termination of Services, including without limitation, ownership provisions, warranty disclaimers, and limitation of liability.
Even though you may be able to access the Website in certain countries, that does not mean that the Services are available in those countries.
International Users. This Website and the Application can be accessed from countries around the world and may contain references to Beacons Properties and Content that are not available in your country. These references do not imply that Beacons intends to announce such Beacons Properties or Content in your country. The Beacons Properties are controlled and offered by Beacons from its facilities in the United States of America. Beacons makes no representations that the Beacons Properties are appropriate or available for use in other locations. Those who access or use the Beacons Properties from other jurisdictions do so at their own volition and are responsible for compliance with local law.
We will use arbitration to resolve any claims between us, and you cannot join a class action lawsuit or obtain a jury trial for any disputes you have with us related to the use of the Website and Services.
Arbitration Agreement. Please read the following arbitration agreement in this section (“Arbitration Agreement”) carefully. It requires that you and Beacons arbitrate disputes against one another. PLEASE BE AWARE THAT THIS SECTION 19 CONTAINS PROVISIONS GOVERNING HOW DISPUTES THAT YOU AND BEACONS HAVE AGAINST EACH OTHER WILL BE RESOLVED. AMONG OTHER THINGS, THIS SECTION 19 INCLUDES AN AGREEMENT TO ARBITRATE WHICH REQUIRES, WITH LIMITED EXCEPTIONS, THAT ALL DISPUTES BETWEEN YOU AND BEACONS BE RESOLVED BY BINDING AND FINAL ARBITRATION. THIS SECTION 19 ALSO CONTAINS A CLASS ACTION AND JURY TRIAL WAIVER. PLEASE READ THIS SECTION 19 CAREFULLY.
Applicability of Arbitration Agreement. Subject to the terms of this Arbitration Agreement, you and Beacons agree that any dispute, claim, disagreements arising out of or relating in any way to your access to or use of the Services, any communications you receive, any products sold or distributed through the Services or the Agreement and prior versions of the Agreement, including claims and disputes that arose between us before the effective date of this Agreement (each, a “Dispute”) will be resolved by binding arbitration, rather than in court, except that: (1) you and Beacons may assert claims or seek relief in small claims court if such claims qualify and remain in small claims court; and (2) you or Beacons may seek equitable relief in court for infringement or other misuse of intellectual property rights (such as trademarks, trade dress, domain names, trade secrets, copyrights, and patents). For purposes of this Arbitration Agreement, “Dispute” will also include disputes that arose or involve facts occurring before the existence of this or any prior versions of the Agreement as well as claims that may arise after the termination of this Agreement.
Informal Dispute Resolution. There might be instances when a Dispute arises between you and Beacons. If that occurs, Beacons is committed to working with you to reach a reasonable resolution. You and Beacons agree that good faith informal efforts to resolve Disputes can result in a prompt, low‐cost and mutually beneficial outcome. You and Beacons therefore agree that before either party commences arbitration against the other (or initiates an action in small claims court if a party so elects), we will personally meet and confer telephonically or via videoconference, in a good faith effort to resolve informally any Dispute covered by this Arbitration Agreement (“Informal Dispute Resolution Conference”). If you are represented by counsel, your counsel may participate in the conference, but you will also participate in the conference.
The party initiating a Dispute must give notice to the other party in writing of its intent to initiate an Informal Dispute Resolution Conference (“Notice”), which shall occur within 45 days after the other party receives such Notice, unless an extension is mutually agreed upon by the parties. Notice to Beacons that you intend to initiate an Informal Dispute Resolution Conference should be sent by email to [email protected] or regular mail to our offices located at Beacons AI Inc., 2261 Market St. #4319, San Francisco, CA 94114. The Notice must include: (1) your name, telephone number, mailing address, email address associated with your account (if you have one); (2) the name, telephone number, mailing address and e‐mail address of your counsel, if any; and (3) a description of your Dispute.
The Informal Dispute Resolution Conference shall be individualized such that a separate conference must be held each time either party initiates a Dispute, even if the same law firm or group of law firms represents multiple users in similar cases, unless all parties agree; multiple individuals initiating a Dispute cannot participate in the same Informal Dispute Resolution Conference unless all parties agree. In the time between a party receiving the Notice and the Informal Dispute Resolution Conference, nothing in this Arbitration Agreement shall prohibit the parties from engaging in informal communications to resolve the initiating party’s Dispute. Engaging in the Informal Dispute Resolution Conference is a condition precedent and requirement that must be fulfilled before commencing arbitration. The statute of limitations and any filing fee deadlines shall be tolled while the parties engage in the Informal Dispute Resolution Conference process required by this section.
Waiver of Jury Trial. YOU AND BEACONS HEREBY WAIVE ANY CONSTITUTIONAL AND STATUTORY RIGHTS TO SUE IN COURT AND HAVE A TRIAL IN FRONT OF A JUDGE OR A JURY. You and Beacons are instead electing that all Disputes shall be resolved by arbitration under this Arbitration Agreement, except as specified in the subsection entitled “Applicability of Arbitration Agreement” above. There is no judge or jury in arbitration, and court review of an arbitration award is subject to very limited review.
Waiver of Class or Other Non-Individualized Relief. YOU AND BEACONS AGREE THAT, EXCEPT AS SPECIFIED IN THE SUBSECTION ENTITLED “BATCH ARBITRATION”, EACH OF US MAY BRING CLAIMS AGAINST THE OTHER ONLY ON AN INDIVIDUAL BASIS AND NOT ON A CLASS, REPRESENTATIVE, OR COLLECTIVE BASIS, AND THE PARTIES HEREBY WAIVE ALL RIGHTS TO HAVE ANY DISPUTE BE BROUGHT, HEARD, ADMINISTERED, RESOLVED, OR ARBITRATED ON A CLASS, COLLECTIVE, REPRESENTATIVE, OR MASS ACTION BASIS. ONLY INDIVIDUAL RELIEF IS AVAILABLE, AND DISPUTES OF MORE THAN ONE CUSTOMER OR USER CANNOT BE ARBITRATED OR CONSOLIDATED WITH THOSE OF ANY OTHER CUSTOMER OR USER. Subject to this Arbitration Agreement, the arbitrator may award declaratory or injunctive relief only in favor of the individual party seeking relief and only to the extent necessary to provide relief warranted by the party's individual claim. Nothing in this paragraph is intended to, nor shall it, affect the terms and conditions under the subsection entitled “Batch Arbitration.” Notwithstanding anything to the contrary in this Arbitration Agreement, if a court decides by means of a final decision, not subject to any further appeal or recourse, that the limitations of this subsection, “Waiver of Class and Other Non-Individualized Relief,” are invalid or unenforceable as to a particular claim or request for relief (such as a request for public injunctive relief), you and Beacons agree that that particular claim or request for relief (and only that particular claim or request for relief) shall be severed from the arbitration and may be litigated in the state or federal courts located in the State of California. All other Disputes shall be arbitrated or litigated in small claims court. This subsection does not prevent you or Beacons from participating in a class-wide settlement of claims.
Rules and Forum. The Agreement evidences a transaction involving interstate commerce; and notwithstanding any other provision herein with respect to the applicable substantive law, the Federal Arbitration Act, 9 U.S.C. § 1 et seq., will govern the interpretation and enforcement of this Arbitration Agreement and any arbitration proceedings. If the Informal Dispute Resolution Process described above does not resolve satisfactorily within sixty (60) days after receipt of your Notice, you and Beacons agree that either party shall have the right to finally resolve the Dispute through binding arbitration. The arbitration will be administered by the American Arbitration Association (“AAA”), in accordance with the Consumer Arbitration Rules (the “AAA Rules”) then in effect, except as modified by this section of this Arbitration Agreement. The AAA Rules are currently available at https://www.adr.org/sites/default/files/Consumer%20Rules.pdf.
A party who wishes to initiate arbitration must provide the other party with a request for arbitration (the “Request”). The Request must include: (1) the name, telephone number, mailing address, e‐mail address of the party seeking arbitration and the account username (if applicable) as well as the email address associated with any applicable account; (2) a statement of the legal claims being asserted and the factual bases of those claims; (3) a description of the remedy sought and an accurate, good‐faith calculation of the amount in controversy in United States Dollars; (4) a statement certifying completion of the Informal Dispute Resolution process as described above; and (5) evidence that the requesting party has paid any necessary filing fees in connection with such arbitration.
If the party requesting arbitration is represented by counsel, the Request shall also include counsel’s name, telephone number, mailing address, and email address. Such counsel must also sign the Request. By signing the Request, counsel certifies to the best of counsel’s knowledge, information, and belief, formed after an inquiry reasonable under the circumstances, that: (1) the Request is not being presented for any improper purpose, such as to harass, cause unnecessary delay, or needlessly increase the cost of dispute resolution; (2) the claims, defenses and other legal contentions are warranted by existing law or by a nonfrivolous argument for extending, modifying, or reversing existing law or for establishing new law; and (3) the factual and damages contentions have evidentiary support or, if specifically so identified, will likely have evidentiary support after a reasonable opportunity for further investigation or discovery.
Unless you and Beacons otherwise agree, or the Batch Arbitration process discussed in the subsection entitled “Batch Arbitration” is triggered, the arbitration will be conducted in the county where you reside. Subject to the AAA Rules, the arbitrator may direct a limited and reasonable exchange of information between the parties, consistent with the expedited nature of the arbitration. If the AAA is not available to arbitrate, the parties will select an alternative arbitral forum. Your responsibility to pay any AAA fees and costs will be solely as set forth in the applicable AAA Rules.
You and Beacons agree that all materials and documents exchanged during the arbitration proceedings shall be kept confidential and shall not be shared with anyone except the parties’ attorneys, accountants, or business advisors, and then subject to the condition that they agree to keep all materials and documents exchanged during the arbitration proceedings confidential.
Arbitrator. The arbitrator will be either a retired judge or an attorney licensed to practice law in the State of California and will be selected by the parties from the AAA's roster of consumer dispute arbitrators. If the parties are unable to agree upon an arbitrator within thirty-five (35) days of delivery of the Request, then the AAA will appoint the arbitrator in accordance with the AAA Rules, provided that if the Batch Arbitration process under the subsection entitled “Batch Arbitration” is triggered, the AAA will appoint the arbitrator for each batch.
Authority of Arbitrator. The arbitrator shall have exclusive authority to resolve any Dispute, including, without limitation, disputes arising out of or related to the interpretation or application of the Arbitration Agreement, including the enforceability, revocability, scope, or validity of the Arbitration Agreement or any portion of the Arbitration Agreement, except for the following: (1) all Disputes arising out of or relating to the subsection entitled “Waiver of Class and Other Non-Individualized Relief,” including any claim that all or part of the subsection entitled “Waiver of Class and Other Non-Individualized Relief” is unenforceable, illegal, void or voidable, or that such subsection entitled “Waiver of Class and Other Non-Individualized Relief” has been breached, shall be decided by a court of competent jurisdiction and not by an arbitrator; (2) except as expressly contemplated in the subsection entitled “Batch Arbitration,” all Disputes about the payment of arbitration fees shall be decided only by a court of competent jurisdiction and not by an arbitrator; (3) all Disputes about whether either party has satisfied any condition precedent to arbitration shall be decided only by a court of competent jurisdiction and not by an arbitrator; and (4) all Disputes about which version of the Arbitration Agreement applies shall be decided only by a court of competent jurisdiction and not by an arbitrator. The arbitration proceeding will not be consolidated with any other matters or joined with any other cases or parties, except as expressly provided in the subsection entitled “Batch Arbitration.” The arbitrator shall have the authority to grant motions dispositive of all or part of any Dispute. The arbitrator shall issue a written award and statement of decision describing the essential findings and conclusions on which the award is based, including the calculation of any damages awarded. The award of the arbitrator is final and binding upon you and us. Judgment on the arbitration award may be entered in any court having jurisdiction.
Attorneys’ Fees and Costs. The parties shall bear their own attorneys’ fees and costs in arbitration unless the arbitrator finds that either the substance of the Dispute or the relief sought in the Request was frivolous or was brought for an improper purpose (as measured by the standards set forth in Federal Rule of Civil Procedure 11(b)). If you or Beacons need to invoke the authority of a court of competent jurisdiction to compel arbitration, then the party that obtains an order compelling arbitration in such action shall have the right to collect from the other party its reasonable costs, necessary disbursements, and reasonable attorneys' fees incurred in securing an order compelling arbitration. The prevailing party in any court action relating to whether either party has satisfied any condition precedent to arbitration, including the Informal Dispute Resolution Process, is entitled to recover their reasonable costs, necessary disbursements, and reasonable attorneys’ fees and costs.
Batch Arbitration. To increase the efficiency of administration and resolution of arbitrations, you and Beacons agree that in the event that there are one hundred (100) or more individual Requests of a substantially similar nature filed against Beacons by or with the assistance of the same law firm, group of law firms, or organizations, within a thirty (30) day period (or as soon as possible thereafter), the AAA shall (1) administer the arbitration demands in batches of 100 Requests per batch (plus, to the extent there are less than 100 Requests left over after the batching described above, a final batch consisting of the remaining Requests); (2) appoint one arbitrator for each batch; and (3) provide for the resolution of each batch as a single consolidated arbitration with one set of filing and administrative fees due per side per batch, one procedural calendar, one hearing (if any) in a place to be determined by the arbitrator, and one final award (“Batch Arbitration”).
All parties agree that Requests are of a “substantially similar nature” if they arise out of or relate to the same event or factual scenario and raise the same or similar legal issues and seek the same or similar relief. To the extent the parties disagree on the application of the Batch Arbitration process, the disagreeing party shall advise the AAA, and the AAA shall appoint a sole standing arbitrator to determine the applicability of the Batch Arbitration process (“Administrative Arbitrator”). In an effort to expedite resolution of any such dispute by the Administrative Arbitrator, the parties agree the Administrative Arbitrator may set forth such procedures as are necessary to resolve any disputes promptly. The Administrative Arbitrator’s fees shall be paid by Beacons.
You and Beacons agree to cooperate in good faith with the AAA to implement the Batch Arbitration process including the payment of single filing and administrative fees for batches of Requests, as well as any steps to minimize the time and costs of arbitration, which may include: (1) the appointment of a discovery special master to assist the arbitrator in the resolution of discovery disputes; and (2) the adoption of an expedited calendar of the arbitration proceedings.
This Batch Arbitration provision shall in no way be interpreted as authorizing a class, collective and/or mass arbitration or action of any kind, or arbitration involving joint or consolidated claims under any circumstances, except as expressly set forth in this provision.
30-Day Right to Opt Out. You have the right to opt out of the provisions of this Arbitration Agreement by sending written notice of your decision to opt out to: Beacons AI Inc., 2261 Market St. #4319, San Francisco, CA 94114, within thirty (30) days after first becoming subject to this Arbitration Agreement. Your notice must include your name and address, the email address you used to set up your Account (if you have one), and an unequivocal statement that you want to opt out of this Arbitration Agreement. If you opt out of this Arbitration Agreement, all other parts of this Agreement will continue to apply to you. Opting out of this Arbitration Agreement has no effect on any other arbitration agreements that you may currently have, or may enter in the future, with us.
Invalidity, Expiration. Except as provided in the subsection entitled “Waiver of Class or Other Non-Individualized Relief”, if any part or parts of this Arbitration Agreement are found under the law to be invalid or unenforceable, then such specific part or parts shall be of no force and effect and shall be severed and the remainder of the Arbitration Agreement shall continue in full force and effect. You further agree that any Dispute that you have with Beacons as detailed in this Arbitration Agreement must be initiated via arbitration within the applicable statute of limitation for that claim or controversy, or it will be forever time barred. Likewise, you agree that all applicable statutes of limitation will apply to such arbitration in the same manner as those statutes of limitation would apply in the applicable court of competent jurisdiction.
Modification. Notwithstanding any provision in this Agreement to the contrary, we agree that if Beacons makes any future material change to this Arbitration Agreement, it will notify you. Unless you reject the change within thirty (30) days of such change become effective by writing to Beacons at Beacons AI Inc., 2261 Market St. #4319, San Francisco, CA 94114, your continued use of the Services following the posting of changes to this Arbitration Agreement constitutes your acceptance of any such changes. Changes to this Arbitration Agreement do not provide you with a new opportunity to opt out of the Arbitration Agreement if you have previously agreed to a version of this Agreement and did not validly opt out of arbitration. If you reject any change or update to this Arbitration Agreement, and you were bound by an existing agreement to arbitrate Disputes arising out of or relating in any way to your access to or use of the Services, any communications you receive, any products distributed through the Services or this Agreement, the provisions of this Arbitration Agreement as of the date you first accepted the Agreement (or accepted any subsequent changes to Agreement) remain in full force and effect. Beacons will continue to honor any valid opt outs of the Arbitration Agreement that you made to a prior version of this Agreement.
You consent to receiving electronic communications from us. You release us from any losses related to your use of the Services. You agree you will not assign this Agreement to a third party without our consent. We are not liable for events that are not within our control, like natural disasters. You can contact us if you have questions or complaints. Delaware law governs this Agreement. You must provide us with an accurate e-mail address and notify us when it changes. If you or we fail to enforce this Agreement on one occasion, that does not mean you or we cannot enforce it on another occasion. If any part of this agreement is not enforceable, the rest of the Agreement remains in effect. You may not transfer the Services to persons and entities outside the United States. You may report complaints in accordance with California Civil Code Section 1789.3. This Agreement alone controls our relationship.
General Provisions.
Electronic Communications. The communications between you and Beacons use electronic means, whether you visit the Beacons Properties or send Beacons e-mails, or whether Beacons posts notices on the Beacons Properties or communicates with you via e-mail. For contractual purposes, you (1) consent to receive communications from Beacons in an electronic form; and (2) agree that all terms and conditions, agreements, notices, disclosures, and other communications that Beacons provides to you electronically satisfy any legal requirement that such communications would satisfy if it were to be in writing. The foregoing does not affect your statutory rights.
Release. You hereby release Beacons Parties and their successors from claims, demands, any and all losses, damages, rights, and actions of any kind, including personal injuries, death, and property damage, that is either directly or indirectly related to or arises from your use of the Beacons Properties, including but not limited to, any interactions with or conduct of other Users or third-party websites or services of any kind arising in connection with or as a result of the Agreement or your use of the Beacons Properties. If you are a California resident, you hereby waive California Civil Code Section 1542, which states, “A general release does not extend to claims which the creditor does not know or suspect to exist in his favor at the time of executing the release, which, if known by him must have materially affected his settlement with the debtor.
Assignment. The Agreement, and your rights and obligations hereunder, may not be assigned, subcontracted, delegated, or otherwise transferred by you without Beacons’ prior written consent, and any attempted assignment, subcontract, delegation, or transfer in violation of the foregoing will be null and void.
Force Majeure. Beacons shall not be liable for any delay or failure to perform resulting from causes outside its reasonable control, including, but not limited to, acts of God, war, terrorism, riots, embargos, acts of civil or military authorities, fire, floods, accidents, strikes or shortages of transportation facilities, fuel, energy, labor or materials.
Questions, Complaints, Claims. If you have any questions, complaints or claims with respect to the Beacons Properties, please contact us at [email protected], or report any violations on the Beacons Properties at https://beacons.ai/i/report-violation. We will do our best to address your concerns. If you feel that your concerns have been addressed incompletely, we invite you to let us know for further investigation.
Governing Law. The Agreement and any action related thereto will be governed and interpreted by and under the laws of the State of Delaware consistent with the Federal Arbitration Act, without giving effect to any principles that provide for the application of the law of another jurisdiction.
Notice. Where Beacons requires that you provide an e-mail address, you are responsible for providing Beacons with your most current e-mail address. In the event that the last e-mail address you provided to Beacons is not valid, or for any reason is not capable of delivering to you any notices required/ permitted by the Agreement, Beacons’ dispatch of the e-mail containing such notice will nonetheless constitute effective notice. You may give notice to Beacons at the following address: Beacons AI Inc., 2261 Market St. #4319, San Francisco, CA 94114. Such notice shall be deemed given when received by Beacons by letter delivered by nationally recognized overnight delivery service or first class postage prepaid mail at the above address.
Waiver. Any waiver or failure to enforce any provision of the Agreement on one occasion will not be deemed a waiver of any other provision or of such provision on any other occasion.
Severability. If any provision of the Agreement is, for any reason, held to be invalid or unenforceable, the other provisions of the Agreement will remain enforceable, and the invalid or unenforceable provision will be deemed modified so that it is valid and enforceable to the maximum extent permitted by law.
Export Control. You may not use, export, import, or transfer the Beacons Properties except as authorized by U.S. law, the laws of the jurisdiction in which you obtained the Beacons Properties, and any other applicable laws. In particular, but without limitation, the Beacons Properties may not be exported or re-exported (a) into any United States embargoed countries; or (b) to anyone on the U.S. Treasury Department’s list of Specially Designated Nationals or the U.S. Department of Commerce’s Denied Person’s List or Entity List. By using the Beacons Properties, you represent and warrant that (i) you are not located in a country that is subject to a U.S. Government embargo, or that has been designated by the U.S. Government as a “terrorist supporting” country and (ii) you are not listed on any U.S. Government list of prohibited or restricted parties. You also will not use the Beacons Properties for any purpose prohibited by U.S. law, including the development, design, manufacture or production of missiles, nuclear, chemical or biological weapons. You acknowledge and agree that products, services or technology provided by Beacons are subject to the export control laws and regulations of the United States. You shall comply with these laws and regulations and shall not, without prior U.S. government authorization, export, re-export, or transfer Beacons products, services or technology, either directly or indirectly, to any country in violation of such laws and regulations.
Consumer Complaints. In accordance with California Civil Code §1789.3, you may report complaints to the Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs by contacting them in writing at 400 R Street, Sacramento, CA 95814, or by telephone at (800) 952-5210.
Entire Agreement. The Agreement is the final, complete and exclusive agreement of the parties with respect to the subject matter hereof and supersedes and merges all prior discussions between the parties with respect to such subject matter.
We provide a Referral Program that allows you to receive monetary rewards when you share your unique referral link to a new user and that new user uses that referral link to purchase a Paid Creator Account.
REFERRAL PROGRAM. The Beacons Referral Program (the “Referral Program”) allows Account holders (“Referrers”) the opportunity to receive certain rewards for referring other individuals (“Friends”) to register an Account, if a Friend uses the Referrer’s referral link or code (“Referral Link”). This Section 20, in addition to the foregoing terms and any additional terms published in a referral invitation or otherwise associated with any particular Referral Program offer or promotional code (“Additional Referral Terms”), shall govern the Referral Program.
Sharing Referral Links and Earning Rewards. Subject to these Referral Program Terms, Referrers can earn a Reward (as defined below) if: (a) Referrer refers a Friend (“Referred Friend”) to Beacons through the Referral Link, available at Beacons’ Referrals page: https://account.beacons.ai/account/home/referrals; and (b) such Referred Friend is not an existing Account holder (“Reward Criteria”). You may not refer Friends by any automated, deceptive, fraudulent or other means. All Referred Friends must be individuals who possess an independent, genuine desire to engage with Beacons and are familiar with the Referrer. “Reward” means twenty-five percent (25%) of any amount Beacons received from a Referrer’s Referred Friend in connection with Paid Creator Account purchased as a result of a Referrer’s Referral Link. Referrers are responsible for any tax consequences that may result from receipt of any Rewards. Rewards may be cashed out by Referrers through PayPal or Stripe, as set forth at: https://help.beacons.ai/en/articles/8214559-beacons-referral-program.
Reservation of Rights. Beacons may suspend or terminate the Referral Program or your ability to participate in it at any time for any reason. For example, we reserve the right to review and investigate all referral activities, and to suspend Accounts or revoke or void earned Incentives in our sole discretion if we notice any activity that we believe is abusive, fraudulent, in violation this Agreement or any Additional Referral Terms, or otherwise as we deem fair and appropriate. We also reserve the right to deactivate Referral Links or change the Incentives associated with the use of any Referral Link or Referral Program offer at any time for any reason.
Without limiting the foregoing, Beacons reserves the right, in its sole discretion, to retroactively revoke or void any Incentive that it deems, in its sole discretion, to be procured (a) in violation of this Agreement, including without limitation, not in accordance with the Reward Criteria; or (b) in association with content that Beacons deems offensive or inappropriate in its sole discretion. Without limiting the foregoing, such content includes all forms of pornography, obscenity, indecent language and content that incites or endorses hate or violence, is demeaning, disparages or damages the goodwill, reputation, or brand image of Beacons, or incites or endorses discrimination in any form.
Multiple Referrals. A Referred Friend may only use one Referral Link. If a referred individual receives Referral Links from multiple individuals, only the Referrer associated with the Referral Link actually used by the Referred Friend to sign-up for a Paid Creator Account will receive credit for the referral.
Beacons AI Inc.
Terms of Use for Managers
Last Updated Date: August 14th, 2024
These Beacons for Managers Terms and Conditions (“Terms”) are entered into between Beacons AI Inc. (“Beacons”) and the manager entity identified as such during the checkout process (“Manager”) and governs Manager’s access to and use of the Platform (as defined below). These Terms, together with the Fees and other specific terms presented to Manager for acceptance at checkout (“Specific Terms”) constitute the complete understanding between the parties on the subject matter herein (“Agreement”) and is effective on the earlier of: (a) the date that Manager initially accesses the Platform, and (b) the date that Manager purchases access to the Platform through Beacons’ website located at https://beacons.ai/i/for-managers#learnmore (“Website”). By accessing the Platform, clicking the “Sign Up,” “Create Account,” or “I Accept” button, and/or registering an account on the Website, the individual clicking the button or registering the account represents and warrants that she or he has the right and authority to enter into this Agreement on behalf of the Manager, and that this Agreement will be binding on and enforceable against Manager. If the individual accepting these Terms does not have such authority, or Manager does not otherwise agree to these Terms or the Agreement, Manager is not authorized to access or use the Platform. Beacons may update these Terms from time to time, but will update Manager in writing at the e-mail address provided at the time of purchase (or as otherwise updated within Manager’s account) in the event of any material changes. Beacons may require Manager to accept the updated version of the Terms upon next sign-in to Manager’s account on the Platform. Changes will take effect upon the earlier of: (i) thirty (30) days from such update, and (ii) Manager’s immediately subsequent billing cycle.
Definitions. Capitalized terms shall have the meanings set forth in this Section 1, or in the Section where they are first used.
“Access Protocols” means the passwords, access codes, technical specifications, connectivity standards or protocols, or other relevant procedures, as may be necessary to allow Manager or any Authorized Users to access the Platform.
“Aggregated Data” means data and information related to Manager Material and/or Manager’s use of the Platform that is used by Beacons in an aggregate and anonymized manner, including to compile statistical and performance information related to the provision and operation of the Platform.
“Connected Account” means any third-party platform that is connected to, or integrated with, the Platform, by or on behalf of Manager.
“Connected Account Data” means any data collected from, or provided by, any Connected Application.
“Creator” means any creator managed by Manager that has registered an account with Beacons and created and customized a Beacons page on https://beacons.ai/.
“Documentation” means Beacons-provided user documentation, in all forms, relating to the Platform in hard copy or electronic form (e.g. user manuals and online help files).
“Error” means a reproducible failure of the Platform to substantially conform to the Documentation.
“Intellectual Property Rights” means any and all now known or hereafter existing (a) rights associated with works of authorship, including copyrights, mask work rights, and moral rights; (b) trademark or service mark rights; (c) trade secret rights; (d) patents, patent rights, and industrial property rights; (e) layout design rights, design rights, and other proprietary rights of every kind and nature other than trademarks, service marks, trade dress, and similar rights; and (f) all registrations, applications, renewals, extensions, or reissues of the foregoing, in each case in any jurisdiction throughout the world.
“Manager Content” means, other than Aggregated Data, (a) Connected Application Data; and (b) information, data, and other content, in any form or medium, that is uploaded, submitted, posted, or otherwise transmitted by or on behalf of Manager through the use of the Platform, including, without limitation, any data of Creators provided directly to Manager.
“Platform” means Beacons’ all-in-one Creator management platform that enables Managers to show off Creators with one sheets, pitch Creators with pitch decks, track and share Creator campaign reports, build a Creator CRM, and more. “Platform” includes all new versions updates, revisions, improvements and any associated user interfaces and related technology that Beacons makes available pursuant to this Agreement.
Provision of Platform.
License to Platform. Subject to and conditioned on Manager’s payment of Fees (as defined below) and compliance with all the terms and conditions of this Agreement, Beacons grants to Manager a non-exclusive, non-transferable license during the term, solely for use by Authorized Users in accordance with the terms and conditions herein, (a) to access and use the features and functions of the Website as required for use of the Platform and in accordance with the Documentation; and (b) to use and reproduce a reasonable number of copies of the Documentation solely to support Manager’s use of the Platform. Such use is limited to Manager’s internal business use.
Platform and Content Hosting. Beacons shall, at its own expense, provide for the hosting of the Platform which is accessible as part of the Website, provided that nothing herein shall be construed to require Beacons to provide for, or bear any responsibility with respect to any telecommunications or computer network hardware required by Manager or any Authorized User to provide access from the Internet to the Platform.
Support Services. Subject to the terms and conditions of this Agreement, Beacons shall use commercially reasonable efforts to make the Platform available in accordance with its then-current standard support.
Manager Restrictions and Responsibilities.
Restrictions. Except as may be expressly permitted by applicable law, Manager agrees that it will not, and will not permit any Authorized User or other party to: (a) permit any party to access or use the Platform or Documentation, other than the Authorized Users authorized under this Agreement; (b) modify, adapt, alter or translate the Application or Documentation, except as expressly allowed herein; (c) sublicense, lease, rent, loan, distribute, or otherwise transfer the Application or Documentation to any third party; (d) reverse engineer, decompile, disassemble, or otherwise derive or determine or attempt to derive or determine the source code (or the underlying ideas, algorithms, structure or organization) of the Application; (e) use or copy the Application or Documentation except as expressly allowed under this subsection; or (f) disclose or transmit any data contained in the Application to any individual other than an Authorized User, except as expressly allowed herein. Notwithstanding the foregoing, decompiling the Application is permitted to the extent the laws of Manager’s jurisdiction require Beacons to give Manager the right to do so to obtain information necessary to render the Application interoperable with other software; provided, however, that Manager must first request such information from Beacons and Beacons may, in its discretion, either provide such information to Manager or impose reasonable conditions, including a reasonable fee, on such use of the source code for the Application to ensure that Beacons’ and its suppliers’ proprietary rights in the source code for the Application are protected. Manager acknowledges and agrees that the Platform and Documentation will not be used, and are not licensed for use, in connection with any of Manager’s time-critical or mission-critical functions, unless Beacons provides written consent for such use. Except as expressly set forth herein, no express or implied license or right of any kind is granted to Manager regarding the Platform, Documentation, or any part thereof, including any right to obtain possession of any source code, data or other technical material relating to the Platform.
Setup Responsibilities. Manager shall be responsible for obtaining and maintaining, at Manager’s expense, all of the necessary telecommunications, computer hardware, mobile devices, software, services and Internet connectivity required by Manager or any Authorized User to access the Platform from the Internet.
Connected Accounts. In order to access certain of the features and functions of the Platform, Manager may be required to link its Connected Accounts to the Platform. By granting Beacons access to any Connected Account, (i) Manager represents and warrants that it is entitled to disclose any log-in information provided by Manager in connection therewith (if applicable) and/or to grant Beacons access to such Connected Accounts, (ii) Manager represents and warrants that it is in good standing with respect to such Connected Accounts, and (iii) Manager acknowledges that Beacons may access Connected Account Data so that it may be used in accordance with the terms of this Agreement. Manager further acknowledges and agrees that each Connected Account, including access to and use thereof and uptimes related thereto, is solely determined by the applicable provider of the relevant Connected Account. Beacons will have no liability for any unavailability of any Connected Account, or any third-party provider’s decision to discontinue, suspend or terminate any Connected Account. Manager acknowledges that Beacons has no control over, or other ability or obligation with respect to the maintenance, upkeep, status or support of any Connected Accounts or other component thereof, including the accuracy, timeliness, reliability, or completeness of any Connected Account Data. Beacons will have no liability with respect to any acts, omissions, reliance, delays, errors or other liabilities arising from or related to any downtime, unavailability, inaccuracies or failures of any Connected Accounts.
Artificial Intelligence Tools. Subject to this Agreement, Beacons makes available to Manager certain artificial intelligence tools in connection with Manager’s use of the Platform (collectively, the “AI Tools”). Except where expressly specified otherwise in this Agreement, the AI Tools constitute a “Service” for the purposes of the Agreement and the Agreement shall apply in full to Manager’s use of the AI Tools. Certain AI Tools leverage third party large language models and artificial intelligence algorithms and platforms (“Third-Party Services”) to generate suggested text, information, results, images, and other content (collectively, the “Output”) in response to the Manager’s inputs (“Inputs”). Beacons does not make any representations with respect to Third-Party Services or any Output provided in connection therewith. Such Third-Party Services are not under the control of Beacons and do not form part of the Platform. Beacons is not responsible for any Third-Party Services or Output generated thereby and Manager uses such Third-Party Services and Output at its own risk. As between the parties, each of the Inputs and Outputs are considered “Manager Content” for the purposes of the Agreement, provided that such Inputs may be provided to Third-Party Services in order for Manager to access the AI Tools.
Responsible Use of AI Tools. Manager shall comply with all obligations and commitments in the Agreement with respect to Manager Content in connection with Manager’s use of the AI Tools. Manager is solely responsible for the Inputs, its Outputs and its use thereof. Without limiting the disclaimers in Section 7.3 below, Manager is responsible for reviewing any Output prior to its use and exercising its own business and legal judgment as to its suitability for use. Without limiting the foregoing and Manager’s representations and warranties under the Agreement, Manager shall not use any Inputs or Output that: (a) infringe or misappropriate any third party’s intellectual property rights or other proprietary rights; (b) are deceptive, discriminatory, biased, unethical, defamatory, obscene, pornographic or illegal; (c) contain any viruses, worms or other malicious computer programming codes that may damage the Platform; or (d) contain any personal information, such as financial, medical or other sensitive personal information such as government IDs, passport numbers or social security numbers. Beacons reserves the right to suspend or terminate Manager’s or any Authorized User’s access to the AI Tools for any failure by Manager or an Authorized User to comply with this Section. In addition to the foregoing, Manager’s obligations under the Agreement with respect to use of the Platform, its representations and warranties and indemnification obligations, shall apply in full with respect to Manager’s use of the AI Tools. Manager acknowledges and agrees that, notwithstanding the automated suggestions provided by the AI Tools, it remains solely responsible for the content, legality, accuracy, and completeness of the Outputs, and any use thereof.
Manager Responsibility for Data and Security. Manager and its Authorized Users shall be responsible for all changes to and/or deletions of Manager Content and the security of all passwords and other Access Protocols required in order the access the Platform. Beacons is not responsible for performing, and is not liable for any failure to perform, any back-up of any Manager Content. Beacons has no responsibility or liability for the deletion or accuracy of any Manager Content; the failure to store, transmit or receive transmission of Manager Content; or the security, privacy, storage, or transmission of other communications originating with or involving use of the Platform. Certain features may enable Manager or its Authorized Users to specify the level at which the Platform restricts access to Manager Content. Manager and its Authorized Users are solely responsible for applying the appropriate level of access to Manager Content. Manager agrees that Beacons retains the right to create reasonable limits on Manager’s use and storage of the Manager Content, such as limits on file size, storage space, processing capacity, and similar limits described on the Platform and as otherwise determined by Beacons in its sole discretion.
Ownership.
Beacons Intellectual Property. The Website, Platform, Documentation, and all worldwide Intellectual Property Rights in each of the foregoing, are the exclusive property of Beacons and its suppliers. All rights in and to the Platform and Documentation not expressly granted to Manager in this Agreement are reserved by Beacons and its suppliers. Except as expressly set forth herein, no express or implied license or right of any kind is granted to Manager regarding the Platform and Documentation, or any part thereof, including any right to obtain possession of any source code, data or other technical material related to the Platform.
Manager Content. Manager is solely responsible for any and all obligations with respect to the accuracy, quality and legality of Manager Content. Manager will obtain all third-party licenses, consents and permissions needed for Beacons to use the Manager Content to provide the Platform, including, without limitation, consent from Creators to link their accounts to the Platform. Without limiting the foregoing, Manager will be solely responsible for obtaining from third parties all necessary rights for Beacons to use the Manager Content submitted by or on behalf of Manager for the purposes set forth in this Agreement. Manager grants Beacons a non-exclusive, worldwide, royalty-free and fully paid license during the Order Term to use the Manager Content as necessary for purposes of providing and/or improving the Platform. Manager acknowledges and agrees that Beacons may use and share Manager Content as set forth in Beacons’ Privacy Policy (https://beacons.ai/i/beacons-privacy-policy), which may be updated from time to time, and for Beacons’ legitimate business purposes. The Manager Content hosted by Beacons as part of the Platform, and all worldwide Intellectual Property Rights in it, is the exclusive property of Manager. All rights in and to the Manager Content not expressly granted to Beacons in this Agreement are reserved by Manager.
Aggregated Data. Notwithstanding anything to the contrary in this Agreement, Beacons may monitor Manager’s use of the Platform and collect and compile Aggregated Data. As between Beacons and Manager, all right, title, and interest in Aggregated Data, and all Intellectual Property Rights therein, belong to and are retained solely by Beacons. Manager agrees that Beacons may (i) make Aggregated Data publicly available in compliance with applicable law, and (ii) use Aggregated Data to the extent and in the manner permitted under applicable law; provided that such Aggregated Data does not identify Manager or Manager’s Confidential Information.
Feedback. If Manager or any of its employees or contractors sends or transmits any communications or materials to Beacons by mail, email, telephone, or otherwise, suggesting or recommending changes to Beacons’ intellectual property, including without limitation, new features or functionality relating thereto, or any comments, questions, suggestions, or the like (“Feedback”), Beacons is free to use such Feedback irrespective of any other obligation or limitation between the parties governing such Feedback. Manager hereby assigns to Beacons on Manager’s behalf, and on behalf of its employees, contractors and/or agents, all right, title, and interest in, and Beacons is free to use, without any attribution or compensation to any party, any ideas, know-how, concepts, techniques, or other Intellectual Property Rights contained in the Feedback, for any purpose whatsoever, although Beacons is not required to use any Feedback.
Confidentiality.
Confidential Information. In connection with the Agreement, each party may obtain information of the other party which is either conspicuously labeled or marked as confidential or proprietary or which would be understood by a reasonable businessperson to be confidential to the provider of such information (“Confidential Information”). All Confidential Information shall remain the sole property of the party disclosing such Confidential Information.
Obligations. Each party agrees: (i) to take all reasonable steps necessary to maintain the confidentiality of any such Confidential Information and not to disclose such Confidential Information without the other party’s prior written consent; (ii) to not use or copy any Confidential Information for any purpose other than in direct furtherance of the purposes of the Agreement; and (iii) that their obligations under this Section shall survive the termination of the Agreement for a period of three (3) years. Notwithstanding the foregoing, each party’s confidentiality obligations shall not apply to the extent that disclosed Confidential Information: (a) is already known to the other party without an obligation of confidentiality; (b) becomes publicly available through no fault of the other party; (c) is received from a third party rightfully and without restriction; (d) is independently developed without exposure to or use of the Confidential Information; or (e) is required to be disclosed by law, provided the disclosing party is provided reasonable notice prior to any such disclosure. The terms and conditions of the Agreement shall be deemed to be Confidential Information of each party.
Injunctive Relief. Each party agrees that a breach of its obligations under this Section would cause the other party irreparable injury, for which monetary damages would not provide adequate compensation, and that in addition to any other remedy, the non-breaching party will be entitled to seek injunctive relief against such breach or threatened breach, without proving actual damage or posting a bond or other security.
Fees; Payment Terms.
Fees; Invoices. In consideration for access to the Platform, Manager agrees to pay to Beacons any fees or charges for the Platform presented at checkout (“Fees”), according to the pricing page, as may be updated from time to time (“Pricing Page”). Manager shall provide Beacons information regarding its payment method and any additional information required to complete payment of Fees directly to Beacons or Beacons’ third-party service provider for payment services (“Third-Party Service Provider”), as specified by Beacons. By providing Beacons and/or Beacons’ Third-Party Service Provider with Manager’s payment information, Manager agrees that Beacons and/or Beacons’ Third-Party Service Provider is authorized to immediately charge Manager’s provided payment method every month and that no additional notice or consent is required. Manager must provide current, complete, and accurate information for Manager's billing account and promptly update all information to keep Manager's billing account current, complete, and accurate. Manager’s failure to provide accurate payment information to Beacons and/or Beacons’ Third-Party Service Provider or Beacons’ inability to collect payment constitutes Manager’s material breach of this Agreement. Fees paid by Manager are non-refundable, except as provided in this Agreement or when required by law. If there are no valid payment methods on file for Manager, Beacons may send Manager invoices for the balance of any amounts due. If Manager believes that Beacons has billed Manager incorrectly or that Manager has been charged incorrectly, Manager must contact Beacons no later than 60 days after the closing date on the first billing statement in which the error or problem appeared, in order to receive an adjustment or credit.
Recurring Fees. For any recurring fees for the Platform, the billing cycle will be indicated at the time of checkout, and in such case, the applicable recurring Fees for any subsequent billing cycle will be charged at Beacons’ then-current list price as set forth on the Pricing Page, until the Agreement is terminated. Manager must terminate this Agreement in order to avoid billing of the recurring Fees to Manager. By purchasing a subscription to the Platform, Manager acknowledges and agrees that the Platform has a recurring payment feature and Manager accepts responsibility for all recurring charges prior to termination.
Taxes. All Fees are exclusive of any taxes, duties or surcharges that are imposed or authorized by regulatory or governmental entities, including but not limited to sales, use, gross receipts taxes, surcharges, franchise fees, occupational, excise, universal service (state and federal) taxes, duties, customs fees, levies, and surcharges (collectively “Taxes”) in connection with Manager’s use of the Platform, and Manager shall be solely responsible for the prompt payment of such Taxes set forth on an invoice. Manager shall make all payments of Fees to Beacons free and clear of, and without reduction for, any withholding taxes. Any such taxes imposed on payments of Fees to Beacons shall be Manager’s sole responsibility, and Manager shall provide Beacons with official receipts issued by the appropriate taxing authority, or such other evidence as we may reasonably request, to establish that such taxes have been paid.
Limited Warranty; Disclaimer.
Limited Warranty. Beacons represents and warrants to Manager during the Term the Platform will operate free from Errors. Beacons’ sole liability and Manager’s sole remedy in the event of a breach of the foregoing warranty is the provision of support in accordance with Section 2.3. This warranty gives Manager specific legal rights, and Manager may also have other rights which vary from jurisdiction to jurisdiction. THE FOREGOING WARRANTY DOES NOT APPLY, AND BEACONS STRICTLY DISCLAIMS ALL WARRANTIES, WITH RESPECT TO ANY THIRD-PARTY SERVICES.
Manager Warranty. Manager represents and warrants to Beacons that: (1) Manager owns the Manager Content and/or Connected Application Data, or has the necessary licenses, rights, consents, and permissions to authorize Beacons to use the Manager Content and/or Connected Application Data in accordance with this Agreement; (2) Manager Content and the use of Manager Content as contemplated by this Agreement does not and will not: (a) infringe, violate, or misappropriate any third-party right, including any Intellectual Property Right; (b) violate, or cause Beacons to violate, any law or regulation; (c) contain any viruses, worms or other malicious computer programming codes intended to damage Beacons’ system or data; or (d) violate Beacons’ Community Standards, available at https://beacons.ai/i/beacons-community-standards; and (3) Manager will use the Platform in compliance with the Documentation, any instructions provided by Beacons, and applicable law.
Disclaimer. EXCEPT FOR THE LIMITED WARRANTIES SET FORTH IN THIS SECTION, BEACONS MAKES NO OTHER EXPRESS OR IMPLIED WARRANTIES WITH RESPECT TO THE PLATFORM, DOCUMENTATION, AGGREGATED DATA, SERVICES OR OTHERWISE, AND SPECIFICALLY DISCLAIMS ALL IMPLIED AND STATUTORY WARRANTIES, INCLUDING THE IMPLIED WARRANTIES OF NON-INFRINGEMENT OF THIRD-PARTY RIGHTS, MERCHANTABILITY, SATISFACTORY QUALITY, ACCURACY, TITLE, AND FITNESS FOR A PARTICULAR PURPOSE, AND ANY WARRANTIES ARISING FROM COURSE OF DEALING, USAGE, OR TRADE PRACTICE. THE PLATFORM AND DOCUMENTATION ARE PROVIDED “AS IS.” BEACONS DOES NOT WARRANT THAT THE PLATFORM AND DOCUMENTATION WILL SATISFY MANAGER’S REQUIREMENTS, ARE WITHOUT DEFECT OR ERROR, OR THAT THE OPERATION OF THE PLATFORM WILL BE UNINTERRUPTED. THE AI TOOLS ARE INTENDED AS OUTPUT GENERATION TOOLS ONLY AND DO NOT CONSTITUTE LEGAL, ACCOUNTING, OR OTHER ADVICE OF A CERTIFIED OR QUALIFIED PROFESSIONAL AND BEACONS MAKES NO WARRANTY OR GUARANTY THAT THE OUTPUT WILL PROVIDE ACCURATE, TAILORED OR INFORMATIVE RESULTS OR BE FIT FOR THE PARTICULAR PURPOSE OR USE CASE. BEACONS DOES NOT REPRESENT OR WARRANT THAT THE MANAGER IS THE LEGAL OWNER OF THE OUTPUT, OR THAT THE INPUT OR OUTPUT ARE PROTECTABLE BY ANY INTELLECTUAL PROPERTY RIGHTS, OR THAT THE OUTPUT DOES NOT INCORPORATE, INFRINGE OR MISAPPROPRIATE THE INTELLECTUAL PROPERTY OR PROPRIETARY RIGHTS OF ANY THIRD PARTY. MANAGER ACKNOWLEDGES THAT THE AI TOOLS LEVERAGE THIRD-PARTY SERVICES AND THAT BEACONS IS NOT LIABLE, AND MANAGER AGREES NOT TO SEEK TO HOLD BEACONS LIABLE, FOR THIRD-PARTY SERVICES, AND THAT THE RISK OF INJURY FROM SUCH THIRD-PARTY SERVICES RESTS ENTIRELY WITH MANAGER. MANAGER SHALL BE SOLELY RESPONSIBLE FOR MANAGER’S USE OF THE AI TOOLS AND ANY OUTPUT RESULTING THEREFROM. MANAGER SHOULD EVALUATE THE FITNESS OF ANY OUTPUT AS APPROPRIATE FOR MANAGER’S SPECIFIC USE CASE. SOME STATES AND JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF WARRANTIES. THIS SECTION WILL APPLY TO MANAGER SOLELY TO THE EXTENT PERMITTED BY APPLICABLE LAW.
Indemnification.
By Manager. Manager shall indemnify, defend and hold harmless Beacons, its parent organizations, subsidiaries, officers, directors, employees, attorneys and agents from and against any and all claims, costs, damages, demands, assertions, losses, liabilities and expenses (including reasonable attorneys’ fees and costs) and suits (“Claims”) brought against Beacons by a third party arising from or in connection with (i) Manager Content; (ii) use by Manager of Inputs and/or Outputs; (ii) Manager Indemnity Responsibilities (as defined below); and/or (iii) Manager’s breach of Section 3.
By Beacons. Beacons shall indemnify, defend, and hold harmless Manager, its parent organizations, shareholders, subsidiaries, officers, directors, employees, attorneys and agents against any and all Claims brought against Manager by a third party that the Platform infringes, misappropriates or violates any intellectual property right or other proprietary right of a third party. Notwithstanding the foregoing, Beacons shall have no obligation or liability to the extent that an alleged infringement arises from (i) the combination, operation, or use of the Platform with products, services, information, materials, technologies, methods or processes not furnished or approved by Beacons; (ii) modifications to the Platform not made by Beacons; (iii) failure to use any updates to the Platform provided by Beacons; or (iv) use of the Platform in violation of this Agreement (circumstances under the foregoing clauses (i), (ii), (iii) and (iv), collectively, “Manager Indemnity Responsibilities”).
Indemnification Procedures. Settlement by the indemnifying party shall only be done with the prior written consent of the indemnified party (which shall not be unreasonably withheld). The foregoing indemnities are conditioned on the indemnified party: (i) promptly giving written notice of the Claim to the indemnifying party; (ii) giving the indemnifying party sole control of the defense and related settlement negotiations, provided, however, that the indemnified party shall have the right to participate, at its own expense, in any defense, and provided further that the indemnified party shall have the right to approve any settlement as provided in this subsection; and (iii) providing to the indemnifying party, at such party’s request and expense, all reasonable information and assistance necessary to perform its indemnification obligations hereunder.
Limitation of Liability.
Exclusion of Certain Damages. EXCEPT FOR A PARTY’S LIABILITY FOR ITS BREACH OF ITS CONFIDENTIALITY OBLIGATIONS HEREIN, TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT WILL EITHER PARTY HAVE ANY LIABILITY TO THE OTHER PARTY OR TO ANY OTHER PARTY FOR ANY LOST PROFITS OR REVENUES OR FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, WHETHER OR NOT THE PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE FOREGOING DISCLAIMER WILL NOT APPLY TO THE EXTENT PROHIBITED BY APPLICABLE LAW.
Liability Cap. EXCEPT FOR MANAGER’S LIABILITY FOR ITS PAYMENT OBLIGATIONS AND ITS VIOLATION OF APPLICABLE LAW; A PARTY’S LIABILITY FOR ITS INDEMNIFICATION OBLIGATIONS HEREIN; ITS BREACH OF ITS CONFIDENTIALITY OBLIGATIONS HEREIN; OR FOR ITS GROSS NEGLIGENCE OR WILLFUL MISCONDUCT, TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT WILL EITHER PARTY’S AGGREGATE LIABILITY RELATING TO THIS AGREEMENT EXCEED THE TOTAL AMOUNT ACTUALLY PAID BY MANAGER TO BEACONS HEREUNDER IN THE 12 MONTHS PRECEDING THE DATE ON WHICH THE FIRST CLAIM GIVING RISE TO LIABILITY AROSE.
Scope. For the avoidance of doubt, the exclusions and limitations set forth in Section 9.1 and Section 9.2 will apply with respect to all legal theories of liability, whether in contract, tort, or otherwise. The parties agree that the exclusions and limitations set forth in Section 9.1 and Section 9.2 allocate the risks between the parties under this Agreement, and that they have relied on these exclusions and limitations in determining whether to enter into this Agreement.
Term and Termination.
Term. The term of the Agreement shall commence upon the Effective Date and shall remain in effect for either one (1) month or one (1) year as purchased by the Manager, unless earlier terminated as provided hereunder (“Initial Term”). Thereafter, the Initial Term will automatically renew for successive monthly or annual renewal terms based on the Initial Term that was purchased by Manager (each, a “Renewal Term”), unless and until (a) Manager terminates the Agreement by notifying Beacons through instructions in Manager’s account on the Platform or otherwise consistent with Section 11.1 below, at least thirty (30) day prior to the end of the Initial Term or then-current Renewal Term, or (b) Beacons terminates the Agreement by notifying Beacons through Beacons’ account on the Platform or otherwise consistent with Section 11.1 below, at least thirty (30) days prior to the end of the Initial Term or then-current Renewal Term.
Termination for Cause. Either party may immediately terminate the Agreement upon written notice if: (a) the other party materially breaches the Agreement and fails to cure such breach within fifteen (15) days, following receipt of notice of such breach; (b) the other party becomes bankrupt or insolvent or fails to function as a going concern or to satisfy its debts as they become due or operate in the ordinary course; (c) there is an assignment by the other party for the benefit of creditors; (d) there is a voluntary or involuntary bankruptcy filing by or against the other party; or (e) the other party breaches its confidentiality obligations hereunder.
Effect of Termination. Termination of the Agreement shall not relieve Manager of its obligation to pay all Fees that have accrued and are indisputably owed by Manager prior to such termination. Upon expiration or termination of the Agreement: (i) Beacons shall cease providing the Platform; and (ii) each party will promptly destroy or return to the other party all Confidential Information belonging to such party and certify in writing to the other party that all such Confidential Information has been so destroyed or returned.
General Provisions.
Notices. All notices required or permitted under this Agreement must be delivered in writing, if to Beacons, by emailing [email protected] and if to Manager by emailing the e-mail address set forth within Manager’s account on the Platform, provided, however, that with respect to any notices relating to breaches of this Agreement or termination, a copy of such notice will also be sent in writing to the other party at the address listed above (with respect to Beacons) or within the Manager’s account (with respect to Manager) by courier, by certified or registered mail (postage prepaid and return receipt requested), or by a nationally-recognized express mail service. Each party may change its email address and/or address for receipt of notice by giving notice of such change to the other party.
Independent Contractors. The parties shall be and act as independent contractors, and under no circumstances shall this Agreement be construed as one of agency, partnership, joint venture or employment between the parties. The parties shall each be solely responsible for the conduct of their respective employees, agents and contractors in connection with the performance of their obligations hereunder.
Export. Manager agrees not to export, reexport, or transfer, directly or indirectly, any U.S. technical data acquired from Beacons, or any products utilizing such data, in violation of the United States export laws or regulations. Without limiting the generality of the foregoing, Subscriber agrees that Section 9 will remain in effect notwithstanding the unenforceability of any provision in Section 7.1.
Waiver. Waiver by a party of any default by the other party of any provision of the Agreement shall not be deemed a waiver by the waiving party of any subsequent or other default, nor shall it prejudice the rights of the other party. No failure or delay by a party in exercising any right, power or privilege under the Agreement shall operate as a waiver thereof, nor shall a single or partial exercise thereof prejudice any other or further exercise thereof or the exercise of any other right, power or privilege.
Severability. If any provision of the Agreement is held to be invalid or unenforceable for any reason, the court shall modify such provision for the benefit of the protected party to the maximum extent allowed by law, but in any event the remaining provisions will continue in full force without being impaired or invalidated in any way.
Assignment. Neither party shall assign, subcontract, delegate, or otherwise transfer this Agreement, or its rights and obligations herein, without obtaining the prior written consent of the other party, and any attempted assignment, subcontract, delegation, or transfer in violation of the foregoing will be null and void; provided, however, that either party may assign this Agreement to an affiliate or in connection with a merger, acquisition, reorganization or sale of all or substantially all of its assets, or other operation of law, without any consent of the other party. The Agreement shall be binding upon and inure to the benefit of the parties and their respective successors and assigns.
Force Majeure. Any delay in the performance of any duties or obligations of either party (except the payment of Fees owed) will not be considered a breach of this Agreement if such delay is caused by a labor dispute, shortage of materials, fire, earthquake, flood, or any other event beyond the control of such party, provided that such party uses reasonable efforts, under the circumstances, to notify the other party of the cause of such delay and to resume performance as soon as possible.
Governing Law; Venue; Jurisdiction. The Agreement will be governed and construed in accordance with the laws of the State of California irrespective of its conflict of laws principles. The federal and state courts located in San Francisco, California shall have sole and exclusive jurisdiction to hear and determine any dispute or controversy arising under or concerning this Agreement, with each party consenting to the exclusive personal jurisdiction and venue of such courts.
Entire Agreement. The Agreement (including the executed Specific Terms and all exhibits) constitutes the entire agreement between Beacons and Manager with respect to the subject matters described and supersedes all prior and contemporaneous written and oral communications, agreements, understandings, and proposals, with respect to such subject matters. No representation, inducement, promise or agreement, oral or written has been made by any party or anyone acting on behalf of any party which is not contained herein, and any prior letters of intent, agreement, promises, negotiations, statements or representations not expressly set forth in this Agreement have not been relied upon in any respect and shall be of no force or effect. Each party agrees and warrants that in entering into this Agreement, such party is solely relying upon the information contained in this Agreement and not in reliance upon any other information or omission.