Beacons AI Inc.

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.
1. 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:
  1. 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”).
  2. 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.
  3. 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.
  4. 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.
  5. 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.
2. 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:
  1. 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.
  2. 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).
  3. Email Marketing. The Email Marketing app allows you to setup and send emails directly to your audience of Fans.
  4. 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.
  5. 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.
  6. 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.
  7. 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.
  8. 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.
  9. 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.
  10. 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.
1. 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.
2. 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.
3. 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.
4. 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.
1. 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”).
  1. 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”.
  2. 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”.
2. 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.
3. 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.
4. 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:
1. 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;
2. 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;
3. 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;
4. 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;
5. Your Content does not contain any third-party intellectual property or other materials unless you have the permission from the rights holder;
6. You do not offer content or services that violate Beacons’ Community Standards;
7. 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;
8. 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;
9. 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.
1. 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.
2. 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).
3. 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.
4. 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.
5. 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.
6. 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.
7. 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.
8. 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.
1. 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.
2. 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.
3. 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.
4. 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.
5. 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.
6. 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.
1. 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.
2. 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.
3. 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.
4. 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
1. General. While using or accessing the Beacons Properties you agree that you will not, under any circumstances:
  1. Breach or circumvent any laws, third party rights or our systems, policies, or determinations of your Account status;
  2. 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;
  3. Fail to honor any transaction agreed to by you, unless the Creator fails to comply with the terms of such transaction;
  4. Post false, inaccurate, misleading, defamatory or libelous content;
  5. Take any action that may undermine our feedback or ratings systems;
  6. Bypass our robot exclusion headers, interfere with the working of the Beacons Properties, or impose an unreasonable or disproportionately large load on our infrastructure;
  7. 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;
  8. 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
  9. 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.
2. Acceptable Use. In connection with your access to and use of the Services, you will not, and will ensure that Your Content does not:
  1. violate any law, regulation, or court order;
  2. violate Beacons’ Community Standards;
  3. violate, infringe, or misappropriate the intellectual property, privacy, publicity, moral or “droit moral,” or other legal rights of any third party;
  4. 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:
    1. 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;
    2. realistic portrayals of people or animals being killed, maimed, tortured, or abused, or content that encourages violence;
    3. depictions that encourage illegal or reckless use of weapons and dangerous objects, or facilitate the purchase of firearms or ammunition
    4. 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”;
    5. inflammatory religious commentary or inaccurate or misleading quotations of religious texts; or
    6. false information and features, including inaccurate device data or trick/joke functionality, such as fake location trackers.
  5. send advertising or commercial communications, including spam, or any other unsolicited or unauthorized communications;
  6. stalk, harass, threaten, or harm any third party;
  7. impersonate any third party;
  8. participate in any fraudulent or illegal activity, including phishing, money laundering, or fraud; or
  9. 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.
1. 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.
2. 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.
1. 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.
2. 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.
1. 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.
  1. 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.
2. 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.
3. Additional Terms for Apple Applications. The following applies to any App Store Sourced Application accessed through or downloaded from the Apple App Store:
  1. 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.
  2. You acknowledge that Apple has no obligation whatsoever to furnish any maintenance and support services with respect to the App Store Sourced Application.
  3. 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.
  4. 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.
  5. 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.
  6. 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.
  7. 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.
4. Additional Terms for Google Applications. The following applies to any Google Play Sourced Application accessed through or downloaded from Google Play:
  1. 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.
  2. Google is only a provider of Google Play where you obtained the Google Play Sourced Application.
  3. Beacons, and not Google, is solely responsible for its Google Play Sourced Application;
  4. Google has no obligation or liability to you with respect to Beacons’ Google Play Sourced Application or this Agreement; and
  5. 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.
1. 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.
  1. 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.
  2. 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.
  3. 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.
  4. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED FROM BEACONS OR THROUGH THE BEACONS PROPERTIES WILL CREATE ANY WARRANTY NOT EXPRESSLY MADE HEREIN.
  5. 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.
2. 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.
3. 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.
  1. 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.
  2. 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.
4. No Medical Advice.
  1. 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.
  2. 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.
5. 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.
6. 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.
7. 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.
1. 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.
2. 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).
3. 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.
4. 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.
5. 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.
1. 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.
2. 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.
3. 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.
1. 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.
2. 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.

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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.

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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.

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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.

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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.

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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.

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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.

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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.
1. 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.
2. 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.
3. 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.
4. 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.
5. 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.
6. 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.
7. 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.
8. 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.
9. 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.
10. 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.
11. 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.
12. 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.
1. 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.
2. 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.
1. “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.
2. “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.
3. “Connected Account” means any third-party platform that is connected to, or integrated with, the Platform, by or on behalf of Manager.
4. “Connected Account Data” means any data collected from, or provided by, any Connected Application.
5. “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/.
6. “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).
7. “Error” means a reproducible failure of the Platform to substantially conform to the Documentation.
8. “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.
9. “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.
10. “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.
1. 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.
2. 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.
3. 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.
1. 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.
2. 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.
3. 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.
4. 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.
5. 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.
6. 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.
1. 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.
2. 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.
3. 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.
4. 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.
1. 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.
2. 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.
3. 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.
1. 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.
2. 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.
3. 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.
1. 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.
2. 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.
3. 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.
1. 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.
2. 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”).
3. 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.
1. 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.
2. 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.
3. 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.
1. 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.
2. 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.
3. 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.
1. 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.
2. 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.
3. 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.
4. 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.
5. 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.
6. 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.
7. 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.
8. 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.
9. 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.