Arbitration and class action waiver. Section 14 requires that disputes between you and Beam be resolved through binding individual arbitration and waives the right to a jury trial and to participate in class or representative proceedings. It applies to everyone who resides in the United States, and to anyone who brings a claim against Beam in the United States. Please read it carefully.
1. The Service
1.1 Access. Subject to these Terms and your payment of applicable Fees, Beam grants you a limited, non-exclusive, non-transferable, non-sublicensable right during the Term to access and use the Service to build, deploy, and operate your own applications and workloads, for your internal business purposes and for providing your own products and services to your End Users. 1.2 Documentation. The Service is described in the documentation at docs.beam.cloud (the “Documentation”). The Documentation describes how the Service works and the limits that apply to it; it does not expand the warranties in Section 11. 1.3 Open-source software. The Beam command-line tool and SDK (beam-client) and the beta9 platform are open-source software published at github.com/beam-cloud. Your use of that software is governed by the open-source license that accompanies it, not by these Terms. The open-source software is not part of the Service, and Beam provides no warranty, indemnity, or support for it under these Terms. Nothing in Section 3 restricts any right granted to you by an open-source license.
1.4 Changes to the Service. We regularly update and improve the Service and may add, change, or remove features, supported hardware, regions, quotas, or rate limits. If a change materially reduces a paid feature of a plan you are subscribed to, we will give you reasonable advance notice by email or in the Service.
1.5 Beta features. We may offer features labeled alpha, beta, preview, early access, or experimental (“Beta Features”). Beta Features are provided for evaluation, may be changed or discontinued at any time, may be subject to additional terms, and are excluded from the warranties in Section 11 and from any service level commitments.
1.6 Third-party services. The Service may interoperate with products and services that are not provided by Beam, such as your cloud provider accounts, container registries, model repositories, and storage buckets (“Third-Party Services”). Third-Party Services are governed by their own terms and privacy policies, may carry their own fees, and are used at your own risk. Beam is not responsible for Third-Party Services or for any loss caused by them.
2. Accounts and Users
2.1 Registration. You must provide accurate, complete, and current information when you register and keep it up to date, including your name, a valid email address, and billing information where required. 2.2 Credentials and API tokens. You are responsible for keeping your passwords, API tokens, and other credentials confidential, and for all activity that occurs under your account, whether or not you authorized it. Notify us immediately at security@beam.cloud if you believe your credentials have been compromised. Beam is not liable for loss caused by unauthorized use of your account that results from your failure to protect your credentials. 2.3 Workspaces and Users. Depending on your plan, you may invite other people to your workspace (“Users”), up to the number of seats included in or purchased for your plan. You are responsible for your Users’ compliance with these Terms and for informing them of any policies and settings that affect the processing of their data. 2.4 Your End Users. You are responsible for the applications you deploy on the Service and for the people and systems that use them (“End Users”), including providing any terms, notices, and consents they require and handling their requests and complaints. Beam has no relationship with your End Users and no obligation to them.3. Acceptable Use
3.1 Restrictions. You will not, and will not permit anyone else to: (a) modify, translate, or create derivative works of the Service; (b) reverse engineer, decompile, or otherwise attempt to derive the source code or underlying structure of any part of the Service that is not made available to you under an open-source license; (c) access or use the Service in a way intended to avoid incurring Fees or to exceed the quotas, concurrency limits, or other limits of your plan, including by operating multiple accounts for that purpose; (d) rent, lease, resell, sublicense, or provide the Service to third parties as a hosting, proxy, or service-bureau offering, except by serving your own applications to your End Users; (e) disable, interfere with, or circumvent any security, billing, metering, monitoring, or isolation mechanism of the Service; (f) probe, scan, or test the vulnerability of the Service or of other customers’ workloads without our written authorization; (g) remove or obscure any proprietary notices; or (h) use the Service in a way that degrades it for other customers. 3.2 Prohibited content. You will not upload, store, process, transmit, or generate through the Service any content that: (a) is unlawful under any applicable law; (b) infringes or misappropriates the intellectual property or other rights of any person; (c) sexually exploits or endangers minors, including child sexual abuse material; (d) is defamatory, fraudulent, or deceptive; (e) violates any person’s privacy or publicity rights; or (f) contains malware, ransomware, or other code designed to damage, disrupt, or gain unauthorized access to systems or data (“Prohibited Content”). 3.3 Prohibited uses. You will not use the Service to: (a) engage in, promote, or facilitate illegal activity; (b) mine, stake, or validate cryptocurrency or other blockchain-based assets, or perform proof-of-work, proof-of-space, or similar computation, unless we have approved that use in writing; (c) conduct denial-of-service attacks, port scanning, credential stuffing, or unauthorized access to any system; (d) operate peer-to-peer file sharing, torrent seeding, general-purpose file hosting or media streaming platforms, open proxies, VPN endpoints, or bulk bandwidth resale; (e) send spam or other unsolicited bulk messages; (f) conduct phishing, pyramid schemes, or other fraud; (g) impersonate any person or entity in a manner intended to deceive; (h) harass, threaten, or incite violence against any person; or (i) circumvent rate limits, free-tier limits, or credit programs, including by creating multiple accounts. Sections 3.1 through 3.3 are the “Acceptable Use Rules”. 3.4 Enforcement. Beam does not generally monitor the content of your workloads, but we may use account, billing, request-metadata, resource-usage, and network signals to detect abuse and enforce these Terms. If we determine that you have violated the Acceptable Use Rules, we may remove or disable access to the offending content, throttle or suspend your account under Section 10.4, or terminate under Section 10.3. Where practicable we will notify you and give you an opportunity to fix the problem first. 3.5 Export controls and sanctions. The Service is subject to United States export control and economic sanctions laws, including the Export Administration Regulations and regulations administered by the Office of Foreign Assets Control. You represent that you are not located in, organized under the laws of, or ordinarily resident in a country or region that is subject to comprehensive U.S. sanctions; that you are not on any U.S. government restricted-party list; and that you will not use the Service, or permit it to be used, for any end use prohibited by those laws, including in connection with weapons of mass destruction or military end uses in restricted destinations. You will not export, re-export, or transfer any part of the Service in violation of those laws. 3.6 Reporting abuse. Report suspected abuse of the Service to legal@beam.cloud. Report security vulnerabilities to security@beam.cloud as described in the Security overview.4. Plans, Fees, and Payment
4.1 Plans and Fees. The Service is offered on the plans described at beam.cloud/pricing or in an Order Form. Each plan has its own limits, such as concurrency, seats, and log retention. You will pay the fees for your plan and for your usage of the Service as described on the pricing page or in your Order Form (the “Fees”). If an Order Form conflicts with these Terms on price, plan limits, or term, the Order Form controls for those subjects. 4.2 Usage-based fees. Most of the Service is billed by usage. Compute is metered from the time a container starts until it stops, including startup code, request handling, and any keep-warm period you configure, and is charged at the published rates for the CPU, memory, GPU, and other resources your workload requests, at the billing granularity stated on the pricing page. Storage above the allowance included in your plan and any other metered resources are charged at the published rates. Usage Fees accrue continuously and are billed in arrears at the end of each billing period, or earlier if your accrued balance reaches a threshold we set. You are responsible for all usage under your account, including usage caused by your configuration choices, such as autoscaling settings or keep-warm durations. Beam’s metering records are the basis for billing unless you show a manifest error. 4.3 Subscription fees. Plans that include a recurring fee are billed in advance for each monthly or annual period (a “Billing Period”) and renew automatically at the end of each Billing Period at the then-current price, unless you cancel before renewal under Section 4.12. Additional seats are billed at the published per-seat rate for the remainder of the current Billing Period and on renewal. 4.4 Bring Your Own Cloud. If you use the Service to manage workloads on compute in your own cloud provider account (“BYOC”), Beam charges the management fees published at beam.cloud/pricing or in your Order Form, and your cloud provider bills you directly for the underlying compute, storage, and network. Section 7 contains additional terms for BYOC. 4.5 Credits. We may grant promotional or free-tier credits, and you may purchase prepaid credits where offered (together, “Credits”). Credits are applied to Fees before your payment method is charged; expire on the date stated when they are granted; have no cash value; cannot be transferred, sold, or redeemed for cash; and may be revoked if they were obtained in violation of these Terms, including through multiple accounts. Prepaid Credits are non-refundable except where required by law. 4.6 Payment method and Stripe. You must keep a valid payment method on file for any plan that incurs Fees. Payments are processed by Stripe, Inc. (“Stripe”) under the Stripe Services Agreement and Stripe Privacy Policy. Beam does not store your full card number. You authorize Beam and Stripe to charge your payment method for all Fees, applicable taxes, and other charges you incur, and you agree to provide Stripe with accurate information about you and your business as it requires. If a charge fails, we may retry it and may suspend the Service under Section 10.4 until payment is made. 4.7 Taxes. Fees exclude taxes. You are responsible for all sales, use, value-added, goods and services, withholding, and similar taxes and duties arising from your use of the Service, other than taxes on Beam’s net income. If you are required by law to withhold any amount from a payment to Beam, you will increase the payment so that Beam receives the full amount it would have received without the withholding. If Beam is required to collect taxes from you, they will be added to your invoice unless you provide a valid exemption certificate. 4.8 Price changes. We may change our prices and plan limits. Price changes take effect at the start of your next Billing Period, and we will give you at least 30 days’ notice by email or in the Service before a price increase applies to a plan you are subscribed to. If you do not agree to a change, you may cancel before it takes effect. Continued use after the change takes effect means you accept the new prices. 4.9 Invoice disputes. If you believe an invoice or charge is wrong, contact support@beam.cloud within 30 days of the invoice date. We will work with you in good faith to resolve the dispute, and you will pay any undisputed amounts on time. Charges not disputed within 30 days are deemed accepted, except where the law provides otherwise. 4.10 Late payment. If Fees are not paid when due, we may suspend the Service under Section 10.4 after notice, charge interest on the overdue amount at the lesser of 1.5% per month or the maximum rate permitted by law, and recover our reasonable costs of collection, including attorneys’ fees. 4.11 Currency. Unless an Order Form says otherwise, all Fees are stated and payable in United States dollars. 4.12 Cancellation and refunds. You may cancel your plan at any time from your account settings or by contacting support@beam.cloud. Cancellation stops future renewals; your plan remains active until the end of the Billing Period you have already paid for, and you remain responsible for usage Fees incurred through that date. Except as expressly stated in these Terms, Fees are non-refundable, including for unused portions of a Billing Period and for usage you did not intend to incur. We will refund or credit (a) charges that resulted from a duplicate charge or a billing error on our part; (b) prepaid Fees for any period after we terminate these Terms without cause under Section 10.3(a) or discontinue the Service under Section 10.6; and (c) any amount the law requires us to refund.5. No-Fee Use
If you use the Service on a plan with no recurring fee, during a trial, or using promotional Credits (“No-Fee Use”), the following also applies: the Service is provided as is and as available; the warranty in Section 11.2 and the indemnity in Section 12.2 do not apply; support is provided at our discretion; No-Fee Use is subject to the limits described at beam.cloud/pricing and in the Documentation; and we may change, limit, suspend, or end No-Fee Use, or delete data associated with an account that has been inactive for an extended period, at any time after notice to the account email address.6. Customer Data
6.1 Definition. “Customer Data” means all code, container images, models and model weights, datasets, files stored in volumes or disks, secrets, task inputs and outputs, application logs, and other data that you, your Users, or your End Users submit to or generate through the Service. 6.2 Ownership. As between you and Beam, you own all Customer Data and all applications, models, and outputs you create with the Service. Beam acquires no rights in Customer Data except the limited license in Section 6.3. 6.3 License to Beam. You grant Beam a limited, non-exclusive, worldwide, royalty-free license to host, copy, transmit, process, and display Customer Data solely as necessary to (a) provide, maintain, secure, and support the Service for you; (b) prevent or address technical, security, or operational problems; (c) comply with law or a valid legal request; and (d) carry out any other use you instruct or permit in writing. 6.4 No training on Customer Data. Beam will not use Customer Data to train, fine-tune, or evaluate machine learning or artificial intelligence models, and will not make Customer Data available to third-party models or model providers, except at your direction (for example, when your workload calls a model of your choosing) or with your prior written consent. 6.5 Service Metrics. Beam may collect and use technical and operational data about the use of the Service, such as resource utilization, container start times, error rates, and feature adoption, in aggregated or de-identified form that does not identify you, your Users, or your End Users (“Service Metrics”) to operate, secure, analyze, and improve the Service. Beam will not attempt to re-identify Service Metrics. 6.6 Your responsibilities. You are responsible for the accuracy, quality, and legality of Customer Data, for having all rights and consents needed to submit it to the Service and to grant the license in Section 6.3, for configuring the Service appropriately, and for maintaining backups of Customer Data suitable for your needs, using Service features such as snapshots or otherwise. You represent that Customer Data and your use of it do not violate these Terms, any law, or the rights of any third party. 6.7 Personal data. If Customer Data includes personal data, you are the controller or business (or a processor acting for your own customers) and Beam processes that personal data as your processor or service provider under the DPA. You are responsible for the lawful basis, notices, and consents required to provide personal data to the Service. 6.8 Protected health information. You may not submit protected health information subject to the Health Insurance Portability and Accountability Act of 1996 (“PHI”) to the Service unless Beam and you have signed a Business Associate Agreement (“BAA”). Business Associate Agreements are available to Enterprise customers under an Order Form; contact legal@beam.cloud. Absent a signed BAA, Beam has no liability for PHI, and you are responsible for any PHI you submit. 6.9 Secrets and credentials. The Service lets you store secrets such as API keys and cloud credentials for use by your workloads. Secrets are encrypted at rest as described in the Security overview. You are responsible for scoping secrets to the least privilege needed, rotating them, and removing them when no longer required. 6.10 Data location. Unless you use a self-hosted or BYOC deployment under Section 7, Customer Data is processed and stored on infrastructure operated by Beam’s hosting providers in the United States by default. Where the Service lets you choose a region or compute pool, Beam will run the workload in the region you select. Beam’s subprocessors are listed in the Subprocessor list. 6.11 Retrieval and deletion. During the Term you can export Customer Data using the CLI, API, or dashboard. After these Terms end, you may retrieve Customer Data for 30 days, after which Beam will delete it from active systems within 60 days, and from backups within 90 days, except where we must retain it by law. Beam may delete Customer Data earlier if these Terms are terminated for your breach of Section 3 and retaining it would create legal risk for Beam.7. Self-Hosted and BYOC Deployments
7.1 Self-hosted. You may run the beta9 platform in your own infrastructure under its open-source license. A self-hosted deployment is not the Service. Beam has no access to it and no responsibility for it unless you purchase support or an enterprise license under an Order Form, in which case the Order Form governs. 7.2 BYOC. In a BYOC deployment, Beam’s control plane schedules and manages workloads on compute in your own cloud account, such as AWS, Google Cloud, or Azure. You will grant Beam the access permissions described in the Documentation, keep them current, and are responsible for the security, configuration, and costs of your cloud account. Customer Data processed by your workloads stays in your account; Beam’s control plane receives the metadata needed to operate the Service, such as scheduling state and resource metrics, and application logs are shipped to Beam so that they are available in your dashboard. Beam is not responsible for outages, cost overruns, or security incidents that result from your cloud account configuration, quotas, or provider behavior.8. Intellectual Property
8.1 Beam’s rights. Beam and its licensors own all right, title, and interest in the Service, the Documentation, and all related software, technology, and intellectual property, including improvements and derivative works. Except for the rights expressly granted in these Terms, Beam reserves all rights, and no rights are granted by implication. 8.2 Feedback. If you give us suggestions, ideas, or other feedback about the Service (“Feedback”), you grant Beam a perpetual, irrevocable, worldwide, royalty-free, sublicensable license to use it for any purpose without obligation to you. Feedback does not include Customer Data or your Confidential Information. 8.3 Publicity. Beam may identify you as a customer, including by using your name and logo in customer lists and marketing materials, in a manner that does not suggest endorsement of any specific claim. You may opt out at any time by emailing legal@beam.cloud, and we will stop new uses within 30 days.9. Confidentiality
9.1 Definition. “Confidential Information” means non-public information disclosed by one party to the other under these Terms that is marked confidential or that a reasonable person would understand to be confidential, including Customer Data, Order Form pricing, security information, and non-public product plans. Confidential Information does not include information that (a) is or becomes public through no fault of the recipient; (b) the recipient knew before disclosure without a duty of confidentiality; (c) the recipient develops independently without using the discloser’s Confidential Information; or (d) the recipient rightfully receives from a third party without restriction. 9.2 Obligations. The recipient will use the discloser’s Confidential Information only to perform under or exercise rights under these Terms, will protect it with at least reasonable care, and will disclose it only to its employees, contractors, advisors, and subprocessors who need to know it and are bound by obligations at least as protective as this Section. The recipient may disclose Confidential Information when required by law or legal process, provided it gives the discloser prompt notice where legally permitted and cooperates with efforts to limit the disclosure. 9.3 Return or destruction. On the discloser’s written request after these Terms end, the recipient will return or destroy the discloser’s Confidential Information in its possession, except copies retained in routine backups or as required by law, which remain subject to this Section. Customer Data is handled under Section 6.11.10. Term, Termination, and Suspension
10.1 Term. These Terms take effect when you first accept them and continue until terminated under this Section (the “Term”). 10.2 Termination by you. You may terminate these Terms at any time by deleting your account in your account settings or by emailing support@beam.cloud. Section 4.12 governs any paid Billing Period in progress. 10.3 Termination by Beam. Beam may terminate these Terms: (a) for convenience on 30 days’ notice, in which case we will refund any prepaid Fees for the period after termination; (b) on notice if you materially breach these Terms and do not cure the breach within 10 days after we notify you, or immediately if the breach cannot be cured; (c) immediately on notice if your use of the Service poses a security risk to the Service or any third party, may adversely affect the Service or other customers, may expose Beam or others to liability, or is fraudulent or unlawful; (d) immediately if you become insolvent, make an assignment for the benefit of creditors, or become the subject of bankruptcy, liquidation, or similar proceedings; or (e) if required to comply with law or a governmental order. 10.4 Suspension. Beam may suspend all or part of your access to the Service if (a) you are more than 10 days late paying Fees; (b) you violate the Acceptable Use Rules; (c) your use poses a security or operational risk to the Service or others; or (d) suspension is required by law. Except where immediate suspension is necessary to address a security, legal, or abuse risk, we will notify you first and give you a reasonable opportunity to fix the problem. We will lift a suspension promptly once the cause is resolved. Suspension does not relieve you of Fees for usage incurred before or, where the suspension results from your breach, during the suspension. 10.5 Effect of termination. When these Terms end, your right to use the Service ends, all unpaid Fees for usage through the termination date become due, and Customer Data is handled under Section 6.11. Section 4 (as to amounts owed), Sections 6.2, 6.4, 6.11, 8, 9, 11.3, 12, 13, 14, and 16, and any other provision that by its nature should survive, survive termination. 10.6 Discontinuation. Beam may discontinue the Service or any material part of it on at least 30 days’ notice by email or in the Service. If we discontinue the Service other than because of your breach, we will refund any prepaid Fees for the period after discontinuation.11. Warranties and Disclaimers
11.1 Mutual warranties. Each party represents that it has the authority to enter into these Terms and that doing so does not violate any other agreement it is bound by. You further represent that you will comply with all laws that apply to your use of the Service, including data protection, export control, and sanctions laws. 11.2 Limited service warranty. For paid plans, Beam warrants that the Service will perform materially in accordance with the Documentation. If the Service does not, and you report the non-conformity to support@beam.cloud within 30 days of discovering it, Beam will use commercially reasonable efforts to correct it. If we cannot correct it within a reasonable time, either party may terminate the affected plan and Beam will refund any prepaid Fees for the period after termination. This is your sole remedy for breach of this warranty. It does not apply to Beta Features, No-Fee Use, Third-Party Services, or problems caused by your misuse, configuration, or applications. 11.3 Disclaimer. EXCEPT AS EXPRESSLY STATED IN THESE TERMS, THE SERVICE IS PROVIDED “AS IS” AND “AS AVAILABLE.” TO THE MAXIMUM EXTENT PERMITTED BY LAW, BEAM AND ITS LICENSORS DISCLAIM ALL OTHER WARRANTIES, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT, AND ANY WARRANTY ARISING FROM COURSE OF DEALING OR USAGE OF TRADE. BEAM DOES NOT WARRANT THAT THE SERVICE WILL BE UNINTERRUPTED, ERROR-FREE, OR SECURE, THAT DATA WILL NOT BE LOST, OR THAT THE SERVICE WILL MEET YOUR REQUIREMENTS. ANY UPTIME COMMITMENT APPLIES ONLY IF SET OUT IN AN ORDER FORM. THE SERVICE IS NOT DESIGNED FOR USE IN ENVIRONMENTS WHERE FAILURE COULD LEAD TO DEATH, PERSONAL INJURY, OR SEVERE PHYSICAL OR ENVIRONMENTAL DAMAGE, AND YOU WILL NOT USE IT FOR SUCH PURPOSES.12. Indemnification
12.1 By you. You will defend, indemnify, and hold harmless Beam, its affiliates, and their officers, directors, employees, and agents from and against any third-party claim, and the resulting damages, liabilities, costs, and expenses (including reasonable attorneys’ fees), arising out of or relating to (a) your breach of these Terms or violation of law; (b) Customer Data or your applications, including any claim that they infringe or misappropriate a third party’s rights or harm an End User; or (c) use of the Service by your Users or End Users in violation of these Terms, in each case except to the extent the claim results from Beam’s breach of these Terms. 12.2 By Beam. For paid plans, Beam will defend, indemnify, and hold you harmless from and against any third-party claim, and the resulting damages, liabilities, costs, and expenses (including reasonable attorneys’ fees), alleging that the Service, as provided by Beam and used in accordance with these Terms, infringes a United States patent, copyright, or trademark or misappropriates a trade secret. Beam has no obligation for claims arising from Customer Data; Third-Party Services or open-source software; combinations of the Service with items not provided by Beam; modifications not made by Beam; Beta Features; or use after Beam has notified you to stop. If the Service is or may become subject to such a claim, Beam may modify or replace it, obtain a license for your continued use, or, if those options are not commercially reasonable, terminate the affected plan and refund any prepaid Fees for the period after termination. This Section states Beam’s entire liability for infringement claims. 12.3 Procedure. The indemnified party will promptly notify the indemnifying party of the claim (failure to do so relieves the indemnifying party only to the extent it is prejudiced), give the indemnifying party sole control of the defense and settlement, and cooperate at the indemnifying party’s expense. The indemnifying party will not settle a claim in a way that imposes obligations on, or admits fault by, the indemnified party without its consent, which will not be unreasonably withheld. The indemnified party may participate with its own counsel at its own expense.13. Limitation of Liability
13.1 Exclusion of indirect damages. TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER PARTY, NOR BEAM’S AFFILIATES OR LICENSORS, WILL BE LIABLE UNDER ANY THEORY OF LIABILITY FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR LOST PROFITS, LOST REVENUE, LOSS OF BUSINESS, LOSS OF GOODWILL, LOSS OF OR DAMAGE TO DATA, OR THE COST OF SUBSTITUTE SERVICES, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. 13.2 Cap. TO THE MAXIMUM EXTENT PERMITTED BY LAW, EACH PARTY’S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THESE TERMS OR THE SERVICE WILL NOT EXCEED THE GREATER OF (A) THE FEES YOU PAID OR OWE TO BEAM FOR THE SERVICE IN THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM, OR (B) ONE HUNDRED U.S. DOLLARS (USD $100). 13.3 Exceptions. Sections 13.1 and 13.2 do not limit (a) your obligation to pay Fees; (b) either party’s obligations under Section 12; or (c) liability that cannot be limited under applicable law, including liability for gross negligence, willful misconduct, or fraud. 13.4 Basis of the bargain. The disclaimers and limitations in Sections 11 and 13 reflect a deliberate allocation of risk between the parties and are an essential basis of the bargain. They apply even if a remedy fails of its essential purpose, and regardless of the form of action.14. Dispute Resolution
14.1 Scope. This Section applies if you reside in the United States, or if you do not reside in the United States but bring a claim against Beam in the United States. “Dispute” means any claim or controversy arising out of or relating to these Terms, the Service, or the relationship between you and Beam, whether based in contract, tort, statute, or otherwise. 14.2 Informal resolution first. Before starting arbitration or litigation, the party raising a Dispute will send the other a written notice describing the Dispute and the relief sought, to legal@beam.cloud in Beam’s case and to your account email address in yours. The parties will try in good faith to resolve the Dispute informally for 30 days after the notice is received. If they cannot, either party may proceed under this Section. 14.3 Binding arbitration. Except as provided in Section 14.4, any Dispute will be resolved by final and binding arbitration administered by the American Arbitration Association (“AAA”) under its Commercial Arbitration Rules, or its Consumer Arbitration Rules where those rules apply to the Dispute by their terms, as modified by this Section (the “AAA Rules”). The AAA Rules are available at adr.org. The Federal Arbitration Act governs the interpretation and enforcement of this Section. The arbitrator, not a court, will decide whether this Section applies to or can be enforced against a particular Dispute. Judgment on the award may be entered in any court with jurisdiction. 14.4 Exceptions. Either party may (a) bring an individual action in small claims court for a Dispute within that court’s jurisdiction; (b) seek injunctive or other equitable relief in court to protect its intellectual property rights or Confidential Information; or (c) seek emergency injunctive relief in court based on exigent circumstances, such as an imminent security incident or attack. 14.5 Procedure. The arbitration will be conducted in English by a single arbitrator selected under the AAA Rules. The arbitrator may award the same individual relief a court could, including injunctive relief in favor of the individual party seeking it, but only to the extent necessary to provide relief warranted by that party’s individual claim. For Disputes seeking less than $25,000, the arbitration will be conducted on the basis of written submissions unless the arbitrator decides that a hearing is necessary. Otherwise, hearings will be held by video conference or, if an in-person hearing is required, in Wilmington, Delaware, or at another location the parties agree on. Payment of filing, administration, and arbitrator fees will be governed by the AAA Rules. 14.6 Jury trial waiver. YOU AND BEAM EACH WAIVE THE RIGHT TO A TRIAL BY JURY FOR ALL ARBITRABLE DISPUTES. 14.7 Class action waiver. YOU AND BEAM AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN AN INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS, COLLECTIVE, CONSOLIDATED, PRIVATE ATTORNEY GENERAL, OR REPRESENTATIVE PROCEEDING. UNLESS BOTH PARTIES AGREE IN WRITING, THE ARBITRATOR MAY NOT CONSOLIDATE MORE THAN ONE PERSON’S CLAIMS OR PRESIDE OVER ANY FORM OF CLASS OR REPRESENTATIVE PROCEEDING. If this Section 14.7 is found unenforceable as to a particular Dispute, then Section 14.3 will not apply to that Dispute, which will instead be resolved in court under Section 14.10, and this Section 14.7 will remain in effect for all other Disputes. 14.8 Severability. Except as provided in Section 14.7, if any part of this Section 14 is found invalid or unenforceable, that part will be severed and the rest of this Section will remain in effect. 14.9 Changes to this Section. If Beam changes this Section 14 after the date you last accepted these Terms, you may reject the change by emailing legal@beam.cloud within 30 days after the change takes effect. If you do, the version of this Section you last accepted will continue to govern Disputes between you and Beam. 14.10 Governing law and venue. These Terms and any Dispute are governed by the laws of the State of Delaware and the federal laws of the United States, without regard to conflict-of-laws rules. The United Nations Convention on Contracts for the International Sale of Goods does not apply. Any Dispute that is not subject to arbitration, other than a small claims action, will be brought exclusively in the state or federal courts located in Delaware, and each party consents to personal jurisdiction and venue there.15. Changes to These Terms
We may update these Terms from time to time. If a change is material, we will notify you at least 30 days before it takes effect by emailing the address associated with your account, by posting a notice in the Service, or both, and we will update the effective date at the top of this page. Changes that are not material, such as clarifications, corrections, or terms for new features, take effect when posted. If you do not agree to a change, you may terminate these Terms under Section 10.2 before the change takes effect. Continuing to use the Service after a change takes effect means you accept the updated Terms. Prior versions are listed in the Version History below.16. General
16.1 Relationship. The parties are independent contractors. These Terms do not create a partnership, joint venture, agency, or employment relationship, and neither party may bind the other. 16.2 No third-party beneficiaries. These Terms do not confer rights on anyone other than the parties, except that Beam’s affiliates and licensors may enforce Sections 12 and 13. 16.3 Assignment. You may not assign or transfer these Terms, or any rights under them, without Beam’s prior written consent. Beam may assign these Terms without your consent to an affiliate or in connection with a merger, acquisition, reorganization, or sale of all or substantially all of its assets, and will notify you of the assignment. Any other attempted assignment is void. These Terms bind and benefit the parties and their permitted successors and assigns. 16.4 Waiver and severability. A party’s failure to enforce a provision is not a waiver of its right to enforce it later. If any provision of these Terms is held invalid or unenforceable, it will be enforced to the maximum extent permissible and the remaining provisions will remain in effect. 16.5 Entire agreement and order of precedence. These Terms, together with the Privacy Policy, the DPA, any BAA, and any Order Form, are the entire agreement between you and Beam about the Service and supersede all prior or contemporaneous agreements, proposals, and communications on that subject. Terms in your purchase orders or vendor forms do not apply. If there is a conflict, the following order of precedence applies: (a) an Order Form, for the commercial subjects it covers; (b) the DPA and any BAA, for the processing of personal data or PHI; (c) these Terms; and (d) the Documentation. 16.6 Notices. Beam may give you notice by email to the address associated with your account or by posting in the Service; email notices are deemed received when sent. Notices to Beam must be in English and sent by email to legal@beam.cloud, with a copy by certified mail or recognized courier to the address in Section 17 for legal notices. Notices to Beam are deemed received on the business day after delivery. 16.7 Force majeure. Beam is not liable for any delay or failure to perform caused by events beyond its reasonable control, including acts of God, natural disasters, epidemics, war, terrorism, riots, labor disputes, governmental actions, failures of utilities, telecommunications, or hosting providers, and denial-of-service or other attacks. 16.8 U.S. government users. The Service is “commercial computer software” and “commercial computer software documentation” as those terms are defined in FAR 2.101 and DFARS 252.227-7014. Use, duplication, and disclosure by or for the U.S. Government are governed solely by these Terms, consistent with FAR 12.212 and DFARS 227.7202. 16.9 Electronic communications. You consent to receive communications from Beam electronically, including notices about Fees, the Service, and these Terms, and you agree that electronic communications satisfy any legal requirement that a communication be in writing. 16.10 Interpretation. Headings are for convenience only. “Including” means “including without limitation.” These Terms are written in English; any translation is for convenience, and the English version controls.17. Contact
Smartshare, Inc. d/b/a Beam 1 Broadway, 14th Floor, Cambridge, MA 02142, United States- Legal notices: legal@beam.cloud
- Support and billing: support@beam.cloud
- Security: security@beam.cloud
- Privacy: privacy@beam.cloud
- Website: beam.cloud
Version History
- September 14, 2026: Current version. Rewritten to cover usage-based billing, Credits, BYOC and self-hosted deployments, open-source tooling, a limited license to Customer Data with a no-training commitment, prohibited uses, export controls, and a published DPA. Liability cap changed to a twelve-month look-back and made mutual; suspension notice, change notice, and cancellation and refund terms added.
- January 23, 2023: Previous version.