End User SaaS Agreement / Terms of Use

EUSA

End User SaaS Agreement (Terms of Use)

Last Updated 25 June 2024

Welcome to Beep! We are excited to have you join our family of customers, and to do so as efficiently and effortlessly as possible.

Below, we have made available our End User SaaS Agreement (" EUSA ") outlining our Terms of Use (" Terms "). Please read these Terms carefully as usage of our Services means you agree to this EUSA.

1. Acceptance of Terms

This EUSA serves as a legally binding agreement made between you, whether personally or on behalf of an entity (“ you ”) and Beep Productivity Inc. (" Beep ", “we”, “us”, or “our”), governing your use of our chrome extension under the trade name "Beep! - Review Websites 4x Faster", the Beep dashboard: https://web.justbeepit.com, the public commenting portal: https://beep.review (collectively referred to as the " Software "), our webportal: https://justbeepit.com, as well as any other media form, media channel, mobile website or mobile application related, linked, or otherwise connected thereto (both Software and these collectively referred to as the “ Services ”). Beep permits you to purchase, access, and/or use the Services only in accordance with the Terms stipulated herein.

If you register for a free trial of our Services or otherwise utilize free capabilities, this agreement will also govern that free trial and/or Free Forever Plan, unless otherwise provided herein.

By accepting this EUSA, either electronically (by clicking a box indicating your acceptance), installing & using our Services, or executing this agreement or an order form that references this agreement or relates to the Services, you agree to the terms of this agreement, including all terms incorporated by reference. If you do not have such authority, or if you do not agree with these Terms, you must not accept this agreement and must discontinue use immediately.

2. Will these Terms change?

As we aim to constantly improve and develop our Services for our customers, modification to these Terms may also be necessary to reflect the latest developments. We reserve the right, in our sole discretion, to make changes or modifications to this EUSA at any time. Any changes will be announced via email, on our site's dedicated blog section (https://www.justbeepit.com/blog/categories/beep-updates) and displayed in the “Last Updated” date of this EUSA.

Please ensure that you check the applicable Terms every time you use our Services so that you understand which Terms apply. You will be subject to, and will be deemed to have been made aware of and to have accepted, the changes in any revised EUSA by your continued use of the Services after the date such revised Terms are posted.

You have the right to refuse any update to the Terms; unfortunately, that means you will no longer be able to use the Services. By continuing to use the Services in any way following the enforcement of new Terms, means you agree to all of the changes.

3. Using our Services

To use our Services, you might need to create an account. But creating an account is required for users who want access to all of Beep's Services.

While creating an account, ensure the information you provide is accurate and complete, and keep it updated while continuing to use the Services. If accessible, you can create additional user accounts for your employees, contractors, and agents. Do not exceed the allowed number of users and do not share login details, nor allow your authorized users to share theirs. You are responsible for all activities under your account, including those by authorized users, whether authorized or not. Keep all login details secure and notify Beep immediately of any security breaches or unauthorized use. Please contact us in case of you believe an account you manage has been compromised.

You may also access parts of the Services using your account credentials from Google. By doing so, you allow us to access certain information from those accounts, which you can control through Google's privacy settings.

You confirm that you are of legal age to enter into a contract, or if not, have your parent’s or guardian’s permission to use the Services and they agree to these Terms on your behalf. Use the Services only for your own internal purposes, not for third parties, and comply with all laws. If the law prohibits your use of the Services, you cannot use them. We are not responsible for any use of the Services that breaks the law, under any jurisdiction or country.

4. Cost of Services

Free Services: Beep offers a Free Forever Plan as well as a free-trial period for all new accounts (the " Free Services "). Please note that Beep reserves the right to suspend or remove the Free Forever Plan, and/or make changes to the duration and/or features granted under the free-trial period. We will notify you of these changes via email, and display the updated pricing plans on our pricing page.
Paid Services: Some of our Services may be subject to payments now or in the future (the “ Paid Services ”). Please note that any payment terms presented to you in the process of using or signing up for a Paid Service are deemed part of these Terms. We reserve the right to change, or begin charging, fees for some or all Services in the future.
Payment Method: The terms of your payment will be based on those of our payment provider, Stripe, ("Payment Processor") and determined by agreements between you and your chosen financial institution, credit card issuer or other provider. If we, through the Payment Processor, do not receive payment from you, you agree to pay all amounts due on your Billing Account upon demand.

5. Prohibited usage of our Services

You may not access or use our Services for any purpose other than that for which we make the Services available. The Services may not be used in connection with any commercial endeavors except those that are specifically endorsed or approved by us.

As such, we do not permit any competing entity or persons affiliated to our competitors to use our services. We cannot manually monitor every account being registered on our Services, so it is possible for such persons/entities to still register and use our Services for such a time until they are discovered and have their accounts suspended/terminated immediately with no prior notification. Furthermore, we refuse the right to honor any subject access request (SAR) from users affiliated with any competitor, or from submissions evidenced with intent to cause disruption.

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As a user of the Services, you agree not to:

Systematically retrieve data or other content from the Services to create or compile, directly or indirectly, a collection, compilation, database, or directory without written permission from us.
Trick, defraud, or mislead us and other users, especially in any attempt to learn sensitive account information such as user passwords.
Circumvent, disable, or otherwise interfere with security-related features of the Services, including features that prevent or restrict the use or copying of any Materials (defined below in 7) or enforce limitations on the use of the Services and/or the Materials contained therein.
Disparage, tarnish, or otherwise harm, in our opinion, us and/or the Services.
Use any information obtained from the Services in order to harass, abuse, or harm another person.
Make improper use of our support services or submit false reports of abuse or misconduct.
Use the Services in a manner inconsistent with any applicable laws or regulations.
Engage in unauthorized framing of or linking to the Services.
Upload or transmit (or attempt to upload or to transmit) viruses, Trojan horses, or other material, including excessive use of capital letters and spamming (continuous posting of repetitive text), that interferes with any party’s uninterrupted use and enjoyment of the Services or modifies, impairs, disrupts, alters, or interferes with the use, features, functions, operation, or maintenance of the Services.
Engage in any automated use of the system, such as using scripts to send comments or messages, or using any data mining, robots, or similar data gathering and extraction tools.
Delete the copyright or other proprietary rights notice from any Materials.
Attempt to impersonate another user or person or use the username of another user.
Upload or transmit (or attempt to upload or to transmit) any material that acts as a passive or active information collection or transmission mechanism, including without limitation, clear graphics interchange formats (“gifs”), 1×1 pixels, web bugs, cookies, or other similar devices (sometimes referred to as “spyware” or “passive collection mechanisms” or “pcms”).
Interfere with, disrupt, or create an undue burden on the Services or the networks or services connected to the Services.
Harass, annoy, intimidate, or threaten any of our employees or agents engaged in providing any portion of the Services to you.
Share unsolicited or unauthorized advertising, promotional materials, pyramid schemes, chain letters, spam, mass mailings, or other forms of solicitation.
Contain obscene, lewd, lascivious, filthy, violent, harassing, libelous, slanderous, or otherwise objectionable (as determined by us).
Ridicule, mock, disparage, intimidate, or abuse anyone.
Harass or threaten (in the legal sense of those terms) any other person and to promote violence against a specific person or class of people.
Attempt to bypass any measures of the Services designed to prevent or restrict access to the Services, or any portion of the Services.
Violate any applicable law concerning child pornography, or otherwise intended to protect the health or well-being of minors.
Include any offensive comments that are connected to race, national origin, gender, sexual preference, or physical handicap.
Copy or adapt the Service's software, including but not limited to HTML, JavaScript, or other code.
Except as permitted by applicable law, decipher, decompile, disassemble, or reverse engineer any of the software comprising or in any way making up a part of the Services.
Except as may be the result of standard search engine or Internet browser usage, use, launch, develop, or distribute any automated system, including without limitation, any spider, robot, cheat utility, scraper, or offline reader that accesses the Services, or using or launching any unauthorized script or other software.
Use a buying agent or purchasing agent to make purchases on the Services.
Make any unauthorized use of the Services, including collecting usernames and/or email addresses of users by electronic or other means for the purpose of sending unsolicited email, or creating user accounts by automated means or under false pretenses.
Use the Services as part of any effort to compete with us or otherwise use the Services and/or the Materials for any revenue-generating endeavor or commercial enterprise.
Use the Services to advertise or offer to sell goods and services.
Sell or otherwise transfer your profile.
Repackage & sell Beep Productivity Inc. (Beep) services
Use Beep SDK API Key outside of Beep

7. Ownership; Proprietary Rights

The Services are owned and operated by Beep Productivity Inc. Unless otherwise indicated, all materials displayed or performed or available on or through the Services, including, but not limited to, text, the visual interfaces, graphics, design, compilation, information, data, computer code (including source code or object code), software, services, domain names, templates, User Submissions (as defined in the following section), and all other elements of the Services provided by Beep (hereby referred to as the " Materials ") and the trademarks, service marks, and logos contained therein (the “ Marks ”) are owned or controlled by us or licensed to us, and are protected by copyright and trademark laws and various other intellectual property rights and unfair competition laws of the United States, international copyright laws, and international conventions.

No part of our Services, and no Materials or Marks not owned by you may be copied, reproduced, aggregated, republished, uploaded, posted, publicly displayed, encoded, translated, transmitted, distributed, sold, licensed, or otherwise exploited for any commercial purpose whatsoever, (1) without our express prior written permission, or (2) in a way that violates someone else's (including Beep's) rights.

Under these Terms, Beep grants each user of the Services a worldwide, non-exclusive, non-sublicensable and non-transferable license to use (i.e., to download and display locally) Materials solely for purposes of using the Services. Use, reproduction, modification, distribution or storage of any Materials not owned by you for any purpose other than using the Services is expressly prohibited without prior written permission from us. You won’t modify, publish, transmit, participate in the transfer or sale of, reproduce (except as expressly provided in this Section), create derivative works based on, or otherwise exploit any of the Services. The Services may allow you to copy or download certain Materials, but please remember that even where these functionalities exist, all the restrictions in this section still apply.

8. User Submissions

8.1. Definition & Responsibilities

Anything you post (both comments and replies), upload, share, store, or otherwise provide through the Services are your “User Submissions”. Depending on the permissions granted and if team projects have been assigned, some User Submissions may be viewable by other users and/or even non-users. As such, any User Submissions you transmit may be treated as non-confidential and non-proprietary. You are solely responsible for all User Submissions you contribute to the Services. You represent that all User Submissions submitted by you are in compliance with all applicable laws, rules and regulations.

8.2. Licenses

To display your User Submissions on our Services and allow other users to enjoy them (where applicable), you grant us certain rights over these User Submissions. These rights are subject to our Privacy Policy, especially for User Submissions that include personally identifiable information.

By submitting User Submissions through the Services, you grant Beep a worldwide, non-exclusive, perpetual, royalty-free, fully paid, sublicensable, and transferable license to use, edit, modify, truncate, aggregate, reproduce, distribute, create derivative works from, display, perform, and otherwise fully exploit the User Submissions to operate the Services. This includes displaying User Submissions to other users within your organization. We may also aggregate or de-identify information from your User Submissions for research and development and to improve our products and services, but we will not publicly share this information in a way that identifies you or your organization.

Some features of the Services let you share information with others, including through social networks, integrations or other Third Party Accounts. When you are authorized to share Materials, we will clearly identify it, usually with a “share” button. If you share information from the Services via your Third Party Accounts, you authorize Beep to share that information with the relevant Third Party Account provider. Check the policies of any Third Party Account providers for how they use your information. If you redistribute Materials, you must be able to edit or delete it, and you must do so promptly upon our request.

You also understand that Beep may need to make technical changes to your User Submissions to adapt them to different networks, devices, services, or media, and the licenses you grant us include the right to do so.

Finally, you represent and warrant that you have the rights to grant these licenses without infringing on any third party rights, including privacy rights, publicity rights, copyrights, trademarks, contract rights, or any other intellectual property or proprietary rights.

8.3. Responsibility for actions/usage on the Services

Any information or Materials that is publicly posted or privately transmitted through the Services is solely the responsibility of the person from whom it originated. You access all such information and Materials at your own risk, and we are not liable for any errors or omissions, nor for any damages or loss you may suffer as a result. We cannot control, and are not responsible for, how you interpret or use the Materials, or what actions you take as a result of being exposed to it. You release us from all liability related to acquiring or not acquiring Materials through the Services. We cannot guarantee the identity of any users you interact with and are not responsible for which users gain access to the Services.

You are responsible for all User Submissions you contribute to the Services and must have the necessary rights to do so, in the manner in which you contribute it.

The Services may contain links to third-party websites or services not owned or controlled by Beep. When you access third-party websites or use third-party services, you accept the risks involved, and Beep is not responsible for these risks.

Beep has no control over and assumes no responsibility for the content, accuracy, privacy policies, practices, or opinions expressed on any third-party websites or by any third party you interact with through the Services. Beep cannot monitor, verify, censor, or edit the content of any third-party site or service. We encourage you to be aware when you leave the Services and to read the terms and conditions and privacy policy of each third-party website or service you visit or use. By using the Services, you release us from any and all liability arising from your use of any third-party website or service.

Your interactions with organizations and individuals found through the Services, including payment and delivery of goods or services, and any other terms, conditions, warranties, or representations associated with such dealings, are solely between you and those organizations or individuals. You should investigate as necessary before proceeding with any transaction with any third party. You agree that Beep is not responsible for any loss or damage resulting from such dealings.

If there is a dispute between participants on the Services, or between users and any third party, you agree that Beep is not obligated to become involved. In the event of a dispute with one or more other users, you release Beep, its directors, officers, employees, agents, and successors from claims, demands, and damages of every kind, known or unknown, arising out of or related to such disputes and/or our Services. You waive California Civil Code Section 1542 or any similar law, which states: “A general release does not extend to claims that the creditor or releasing party does not know or suspect to exist in his or her favor at the time of executing the release and that, if known by him or her, would have materially affected his or her settlement with the debtor or released party.”

9. Your Feedback

You acknowledge and agree that any questions, comments, suggestions, ideas, feedback, or other information regarding the Site (" Feedback ") provided by you to us are non-confidential and shall become our sole property. We shall own exclusive rights, including all intellectual property rights, and shall be entitled to the unrestricted use and dissemination of these Feedback for any lawful purpose, commercial or otherwise, without acknowledgment or compensation to you. You hereby waive all moral rights to any such Feedback, and you hereby warrant that any such Feedback are original with you or that you have the right to submit such Feedback. You agree there shall be no recourse against us for any alleged or actual infringement or misappropriation of any proprietary right in your Feedback.

11. Protection of your information

Each party agrees that it will use the Confidential Information of the other party solely in accordance with the provisions of this EUSA and it will not disclose, or permit to be disclosed, the same directly or indirectly, to any third party without the other party’s prior written consent, except as otherwise permitted hereunder.

“Confidential Information” means any information or data disclosed by either party that is marked or otherwise designated as confidential or proprietary or that should otherwise be reasonably understood to be confidential in light of the nature of the information and the circumstances surrounding disclosure. However, “Confidential Information” will not include any information which (a) is in the public domain through no fault of receiving party; (b) was properly known to receiving party, without restriction, prior to disclosure by the disclosing party; (c) was properly disclosed to receiving party, without restriction, by another person with the legal authority to do so; or (d) is independently developed by the receiving party without use of or reference to the disclosing party’s Confidential Information.

Either party may disclose Confidential Information (i) to its employees, officers, directors, attorneys, auditors, financial advisors and other representatives who have a need to know and are legally bound to keep such information confidential by confidentiality obligations consistent with those of this Agreement; and (ii) as required by law (in which case the receiving party will provide the disclosing party with prior written notification thereof, will provide the disclosing party with the opportunity to contest such disclosure, and will use its reasonable efforts to minimize such disclosure to the extent permitted by applicable law. Each party agrees to exercise due care in protecting the Confidential Information from unauthorized use and disclosure, and agrees to maintain Confidential Information of the other party in confidence using measures no less secure than those used to maintain confidentiality of the party’s own Confidential Information.

We employ a number of technical, organizational and physical safeguards designed to protect the Confidential Information you provide. More information regarding this can be found on our security page. However, no security measures are failsafe and we cannot guarantee full security & protection of your Confidential Information.

12. Changes to Services

12.1. Modifications

As we strive to enhance our Services, they may evolve over time. We may suspend or discontinue certain parts of the Services, introduce new features, or even impose limits on some features or restrict access to parts or all of the Services. We will try to notify you if we make any significant changes that negatively impact you, but this may not always be feasible. We reserve the right to remove any materials from the Services at any time, for any reason (including allegations that your User Submission violates these Terms), at our sole discretion, and without notice.

We also reserve the right to discontinue all parts of the Services without any notice at any time. We will not be liable to you or any third party for any modification, price change, suspension, or discontinuance of the Services.

12.2. Interruptions

We cannot guarantee the Services will be available at all times. We may experience hardware, software, or other problems or need to perform maintenance related to the Services, resulting in interruptions, delays, or errors. You agree that we have no liability whatsoever for any loss, damage, or inconvenience caused by your inability to access or use the Services during any downtime or discontinuance of the Services. Nothing in this EUSA will be construed to obligate us to maintain and support the Services or to supply any corrections, updates, or releases in connection therewith.

13. Account Closure & Termination of Services

13.1. Your Rights to Termination

You’re free to cancel your subscription and terminate your account at any time and may contact us for further actions. Your termination will take effect at the end of the current paid term. Please refer to our Privacy Policy, as well as the licenses above, to understand how we treat information you provide to us after you have stopped using our Services.

If you are unsatisfied with our Services, please email us at farid@justbeepit.com.

13.2. Beeps' Rights to Termination

Beep also reserves the right to limit, disable, terminate (or suspend access to) your use of the Services (including blocking certain IP addresses) or your account for any of the following reasons: (1) you have materially breached these Terms and failed to correct that breach within 30 days after Beep has so notified you in writing; (2) you cease your business operations or become subject to insolvency proceedings and the proceedings are not dismissed within 90 days; (3) you fail to pay fees for 30 days past the due date; (4) you use the Services in a way that causes legal liability to us or disrupts others' use of the Services; (5) if we are investigating suspected misconduct by you, including illegal activity; or (6) we are required to do so to comply with applicable law.

If we terminate or suspend your account for any reason, you are prohibited from registering and creating a new account under your name, a fake or borrowed name, or the name of any third party, even if you may be acting on behalf of the third party. In addition to terminating or suspending your account, we reserve the right to take appropriate legal action, including without limitation pursuing civil, criminal, and injunctive redress.

13.3. Effects of Termination

Account termination may result in destruction of any Materials associated with your account, so keep that in mind before you decide to close your account. We will try to provide advance notice to you prior to our terminating your account so that you are able to retrieve any important User Submissions you may have stored in your account (to the extent allowed by law and these Terms), but we may not do so if we determine it would be impractical, illegal, not in the interest of someone’s safety or security, or otherwise harmful to the rights or property of Beep.

We will not be liable to you or any third party for compensation, reimbursement, or damages for any termination or suspension of the Services, or for the deletion of your information or account data.

If you have deleted your account by mistake, contact us immediately – we will try to help, but unfortunately, we can’t promise that we can recover or restore anything. Provisions that, by their nature, should survive termination of these Terms shall survive termination. By way of example, all of the following will survive termination: any obligation you have to pay us or indemnify us, any limitations on our liability, any terms regarding ownership or intellectual property rights, and terms regarding disputes between us, including without limitation the arbitration agreement.

14. Privacy Policy

We care about our users' data privacy and security. You can find more information on the data we collect, how we do it, how it is used, and your data rights in our Privacy Policy. By using our Services, you agree to be bound by our Privacy Policy, which is incorporated into these Terms.

15. Governing Law

This EUSA will be interpreted, construed and enforced in all respects in accordance with the laws of the State of California, without giving effect to any choice or conflict of law provision or rule. However, some countries (including those in the European Union) have laws that require agreements to be governed by the local laws of the consumer's country. This paragraph doesn't override those laws.

16. Dispute Resolution

16.1. Informal Negotiations

To expedite resolution and control the cost of any dispute, controversy, or claim related to these Terms of Service (each " Dispute " and collectively, the “ Disputes ”) brought by either you or us (individually, a “ Party ” and collectively, the “ Parties ”), the Parties agree to first attempt to negotiate any Dispute (except those Disputes expressly provided below) informally for at least thirty (30) days before initiating arbitration. Such informal negotiations commence upon written notice from one Party to the other Party.

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16.2. Binding Arbitration

If the Parties are unable to resolve a Dispute through informal negotiations, the Dispute (except those Disputes expressly excluded below) will be finally and exclusively resolved by binding arbitration. YOU UNDERSTAND THAT WITHOUT THIS PROVISION, YOU WOULD HAVE THE RIGHT TO SUE IN COURT AND HAVE A JURY TRIAL. The arbitration shall be commenced and conducted under the Commercial Arbitration Rules of the American Arbitration Association (" AAA ") and, where appropriate, the AAA’s Supplementary Procedures for Consumer Related Disputes (" AAA Consumer Rules "), both of which are available at the AAA website www.adr.org. Your arbitration fees and your share of arbitrator compensation shall be governed by the AAA Consumer Rules and, where appropriate, limited by the AAA Consumer Rules. The arbitration may be conducted in person, through the submission of documents, by phone, or online. The arbitrator will make a decision in writing, but need not provide a statement of reasons unless requested by either Party. The arbitrator must follow applicable law, and any award may be challenged if the arbitrator fails to do so. Except where otherwise required by the applicable AAA rules or applicable law, the arbitration will take place in San Francisco, California . Except as otherwise provided herein, the Parties may litigate in court to compel arbitration, stay proceedings pending arbitration, or to confirm, modify, vacate, or enter judgment on the award entered by the arbitrator.

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If for any reason, a Dispute proceeds in court rather than arbitration, the Dispute shall be commenced or prosecuted in the state and federal courts located in San Francisco, California , and the Parties hereby consent to, and waive all defenses of lack of personal jurisdiction, and forum non conveniens with respect to venue and jurisdiction in such state and federal courts . Application of the United Nations Convention on Contracts for the International Sale of Goods and the Uniform Computer Information Transaction Act (UCITA) are excluded from these Terms of Service .

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In no event shall any Dispute brought by either Party related in any way to the Services be commenced more than one (1) years after the cause of action arose. If this provision is found to be illegal or unenforceable, then neither Party will elect to arbitrate any Dispute falling within that portion of this provision found to be illegal or unenforceable and such Dispute shall be decided by a court of competent jurisdiction within the courts listed for jurisdiction above, and the Parties agree to submit to the personal jurisdiction of that court.

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16.3. Restrictions

The Parties agree that any arbitration shall be limited to the Dispute between the Parties individually. To the full extent permitted by law, (a) no arbitration shall be joined with any other proceeding; (b) there is no right or authority for any Dispute to be arbitrated on a class-action basis or to utilize class action procedures; and (c) there is no right or authority for any Dispute to be brought in a purported representative capacity on behalf of the general public or any other persons.

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16.4. Exceptions to Informal Negotiations and Arbitration

The Parties agree that the following Disputes are not subject to the above provisions concerning informal negotiations and binding arbitration: (a) any Disputes seeking to enforce or protect, or concerning the validity of, any of the intellectual property rights of a Party; (b) any Dispute related to, or arising from, allegations of theft, piracy, invasion of privacy, or unauthorized use; and (c) any claim for injunctive relief. If this provision is found to be illegal or unenforceable, then neither Party will elect to arbitrate any Dispute falling within that portion of this provision found to be illegal or unenforceable and such Dispute shall be decided by a court of competent jurisdiction within the courts listed for jurisdiction above, and the Parties agree to submit to the personal jurisdiction of that court.

17. Corrections

There may be information on the Services that contains typographical errors, inaccuracies, or omissions, including descriptions, pricing, availability, and various other information. We reserve the right to correct any errors, inaccuracies, or omissions and to change or update the information on the Services at any time, without prior notice.

We respect others' intellectual property, and request you do too.

Any information and/or content accessible and available in our Services is not intended for distribution to or use by any person or entity in any jurisdiction or country where such distribution or use breaches any law or regulation or which would subject us to any registration requirement within such jurisdiction or country. Any access and use of our Services is done on a customer's own initiative and is, thus, solely responsible for compliance with local laws, if and to the extent local laws are applicable.

We respond to notices of alleged copyright infringement that comply with applicable law. If you believe any materials accessible on or from the Services infringe your copyright, you may request removal of those materials (or access thereto) through our contact us page. We reserve the right to delete or disable content alleged to be infringing and terminate accounts of repeat infringers.

10. Copyright Protection

To provide a better experience for our users, registered users will receive communications from Beep. These will include a welcome message, product guides, development updates and promotions, and will be sent via email to the email address you create an account with.

You may choose to opt-out of receiving more communications via the unsubscribe options available on each communication channel. Please note that doing so may limit your receiving of news and notifications from us, and we will not be liable to you or any third party for compensation, reimbursement, or damages resulting from you choosing to stop receiving communications from us.

6. Communications from Beep

This EUSA is concluded for the duration of time as indicated in the subscription plan chosen by the customer (" Term ").

At the end of that Term, the EUSA will be tacitly renewed for successive periods which -based on the subscription plan chosen initially - can be either of twelve (12) months (if yearly billing) or one (1) month (if monthly billing), unless it is terminated by one of the parties, in writing no later than one (1) month before the expiry date of the initial term or its successive renewals.

Should the customer subscribe to a free-trial period, the EUSA will automatically expire at the end of that trial period unless the customer subscribed to a subscription plan and proceeded to the payment of the due price.

Each Party shall have the right to terminate this EUSA at any time, without notice or indemnity, by giving written notice to the other party (the "Defaulting Party") on the date following date of dispatch of the notification, in the event of a serious default by the Defaulting Party to one of its obligations under the EUSA, provided that that party has failed to remedy that default within thirty (30) calendar days following the date of its formal notice by registered letter.

Early termination of the EUSA, for any reason whatsoever, shall automatically entitle Beep to terminate immediately, with immediate effect, any other contract binding upon the parties at the time of termination – including, but not limited to, any contract of development, assignment, integration and maintenance – without any costs or indemnities on its part and without prejudice to the right of Beep to claim any possible damages.

As from the expiration of the EUSA or its effective termination, regardless of the cause, the customer will no longer have access to the Software in any form whatsoever.

24. Duration of the SaaS Agreement

THE SERVICES ARE PROVIDED ON AN AS-IS AND AS-AVAILABLE BASIS. YOU AGREE THAT YOUR USE OF THE SERVICES WILL BE AT YOUR SOLE RISK. TO THE FULLEST EXTENT PERMITTED BY LAW, WE DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, IN CONNECTION WITH THE SERVICES AND YOUR USE THEREOF, INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. WE MAKE NO WARRANTIES OR REPRESENTATIONS ABOUT THE ACCURACY OR COMPLETENESS OF THE SERVICE’S CONTENT OR THE CONTENT OF ANY WEBSITES LINKED TO THE SERVICES AND WE WILL ASSUME NO LIABILITY OR RESPONSIBILITY FOR ANY (1) ERRORS, MISTAKES, OR INACCURACIES OF MATERIALS, (2) PERSONAL INJURY OR PROPERTY DAMAGE, OF ANY NATURE WHATSOEVER, RESULTING FROM YOUR ACCESS TO AND USE OF THE SERVICES, (3) ANY UNAUTHORIZED ACCESS TO OR USE OF OUR SECURE SERVERS AND/OR ANY AND ALL PERSONAL INFORMATION AND/OR FINANCIAL INFORMATION STORED THEREIN, (4) ANY INTERRUPTION OR CESSATION OF TRANSMISSION TO OR FROM THE SERVICES, (5) ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE WHICH MAY BE TRANSMITTED TO OR THROUGH THE SERVICES BY ANY THIRD PARTY, AND/OR (6) ANY ERRORS OR OMISSIONS IN ANY MATERIALS OR FOR ANY LOSS OR DAMAGE OF ANY KIND INCURRED AS A RESULT OF THE USE OF ANY MATERIALS POSTED, TRANSMITTED, OR OTHERWISE MADE AVAILABLE VIA THE SERVICES. WE DO NOT WARRANT, ENDORSE, GUARANTEE, OR ASSUME RESPONSIBILITY FOR ANY PRODUCT OR SERVICE ADVERTISED OR OFFERED BY A THIRD PARTY THROUGH THE SERVICES, ANY HYPERLINKED WEBSITE, OR ANY WEBSITE OR MOBILE APPLICATION FEATURED IN ANY BANNER OR OTHER ADVERTISING, AND WE WILL NOT BE A PARTY TO OR IN ANY WAY BE RESPONSIBLE FOR MONITORING ANY TRANSACTION BETWEEN YOU AND ANY THIRD-PARTY PROVIDERS OF PRODUCTS OR SERVICES. AS WITH THE PURCHASE OF A PRODUCT OR SERVICE THROUGH ANY MEDIUM OR IN ANY ENVIRONMENT, YOU SHOULD USE YOUR BEST JUDGMENT AND EXERCISE CAUTION WHERE APPROPRIATE.

18. Disclaimer

IN NO EVENT WILL WE OR OUR DIRECTORS, EMPLOYEES, OR AGENTS BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY DIRECT, INDIRECT, CONSEQUENTIAL, EXEMPLARY, INCIDENTAL, SPECIAL, OR PUNITIVE DAMAGES, INCLUDING LOST PROFIT, LOST REVENUE, LOSS OF DATA, OR OTHER DAMAGES ARISING FROM YOUR USE OF THE SERVICES, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, OUR LIABILITY TO YOU FOR ANY CAUSE WHATSOEVER AND REGARDLESS OF THE FORM OF THE ACTION, WILL AT ALL TIMES BE LIMITED TO THE AMOUNT PAID, IF ANY, BY YOU TO US DURING THE THREE (3) MONTH PERIOD PRIOR TO ANY CAUSE OF ACTION ARISING. CERTAIN U.S. STATE LAWS AND INTERNATIONAL LAWS DO NOT ALLOW LIMITATIONS ON IMPLIED WARRANTIES OR THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES. IF THESE LAWS APPLY TO YOU, SOME OR ALL OF THE ABOVE DISCLAIMERS OR LIMITATIONS MAY NOT APPLY TO YOU, AND YOU MAY HAVE ADDITIONAL RIGHTS.

19. Limitation of Liability

You agree to defend, indemnify, and hold us harmless, including our subsidiaries, affiliates, and all of our respective officers, agents, partners, and employees, from and against any loss, damage, liability, claim, or demand, including reasonable attorneys’ fees and expenses, made by any third party due to or arising out of: (1) your User Submissions; (2) use of the Services; (3) breach of the Terms laid out in this EUSA ; (4) any breach of your representations and warranties set forth in this EUSA; (5) your violation of the rights of a third party, including but not limited to intellectual property rights; or (6) any overt harmful act toward any other user of the Services with whom you connected via the Services. Notwithstanding the foregoing, we reserve the right, at your expense, to assume the exclusive defense and control of any matter for which you are required to indemnify us, and you agree to cooperate, at your expense, with our defense of such claims. We will use reasonable efforts to notify you of any such claim, action, or proceeding which is subject to this indemnification upon becoming aware of it.

20. Indemnification

We will maintain certain data that you transmit to the Services for the purpose of managing the performance of the Services, as well as data relating to your use of the Services. Although we perform regular routine backups of data, you are solely responsible for all data that you transmit or that relates to any activity you have undertaken using the Services. You agree that we shall have no liability to you for any loss or corruption of any such data, and you hereby waive any right of action against us arising from any such loss or corruption of such data.

21. User Data

Accessing the Services, sending us emails, and completing online forms constitute electronic communications. You consent to receive electronic communications, and you agree that all agreements, notices, disclosures, and other communications we provide to you electronically, via email and through the Services, satisfy any legal requirement that such communication be in writing. YOU HEREBY AGREE TO THE USE OF ELECTRONIC SIGNATURES, CONTRACTS, ORDERS, AND OTHER RECORDS, AND TO ELECTRONIC DELIVERY OF NOTICES, POLICIES, AND RECORDS OF TRANSACTIONS INITIATED OR COMPLETED BY US OR VIA THE SERVICES. You hereby waive any rights or requirements under any statutes, regulations, rules, ordinances, or other laws in any jurisdiction which require an original signature or delivery or retention of non-electronic records, or to payments or the granting of credits by any means other than electronic means.

21. ELECTRONIC COMMUNICATIONS, TRANSACTIONS, AND SIGNATURES

If any complaint with us is not satisfactorily resolved, you can contact the Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs in writing at 1625 North Market Blvd., Suite N 112, Sacramento, California 95834 or by telephone at (800) 952-5210 or (916) 445-1254.

22. CALIFORNIA USERS AND RESIDENTS

This EUSA and any policies or operating rules posted by us through the Services or in respect to the Services constitute the entire agreement and understanding between you and us. Our failure to exercise or enforce any right or provision of this EUSA shall not operate as a waiver of such right or provision. This EUSA operates to the fullest extent permissible by law. We may assign any or all of our rights and obligations to others at any time. We shall not be responsible or liable for any loss, damage, delay, or failure to act caused by any cause beyond our reasonable control. If any provision or part of a provision of this EUSA is determined to be unlawful, void, or unenforceable, that provision or part of the provision is deemed severable from this EUSA and does not affect the validity and enforceability of any remaining provisions. There is no joint venture, partnership, employment or agency relationship created between you and us as a result of this EUSA or use of the Services. You agree that this EUSA will not be construed against us by virtue of having drafted them. You hereby waive any and all defenses you may have based on the electronic form of this EUSA and the lack of signing by the parties hereto to execute this EUSA.

23. MISCELLANEOUS

In order to resolve a complaint regarding the Services or to receive further information regarding use of the Services, please contact us at: farid@justbeepit.com

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