Date last updated: January 23, 2023

IMPORTANT – CAREFULLY READ ALL THE TERMS AND CONDITIONS OF THIS BEAM TERMS OF SERVICE AND THE BEAM PRIVACY POLICY, WHICH IS INCORPORATED BY REFERENCE, (COLLECTIVELY THE “AGREEMENT”). BY CREATING AN ACCOUNT TO USE THE BEAMMACHINE LEARNING PLATFORM AS A SERVICE (“SERVICE”), CLICKING “I ACCEPT”, OR PROCEEDING WITH THE USE OF THE SERVICE, INDIVIDUALLY, AND/OR YOU AS AN AUTHORIZED REPRESENTATIVE OF YOUR COMPANY ON WHOSE BEHALF YOU USE THE SERVICE (“YOU”), ARE INDICATING THAT YOU HAVE READ, UNDERSTOOD AND ACCEPT THIS AGREEMENT WITH SMARTSHARE, INC., A DELAWARE CORPORATION (“Beam”), AND THAT YOU AGREE TO BE BOUND BY THE TERMS. YOU AGREE THAT YOU WILL (A) INFORM ANY EMPLOYEES OR CONTRACTORS AT YOUR COMPANY OF THE POLICIES AND PRACTICES THAT ARE RELEVANT TO THEIR USE OF THE SERVICES AND OF ANY SETTINGS THAT MAY IMPACT THE PROCESSING OF THEIR DATA; AND (B) ENSURE THE TRANSFER AND PROCESSING OF ANY SUCH EMPLOYEE’S OR CONTRACTOR’S DATA UNDER THIS AGREEMENT IS LAWFUL. IF YOU DO NOT AGREE WITH ALL OF THE TERMS OF THIS AGREEMENT, YOU MAY NOT USE THE SERVICE. THE EFFECTIVE DATE OF THIS AGREEMENT SHALL BE THE DATE THAT YOU REGISTER TO USE THE SERVICE

PLEASE NOTE: THESE TERMS OF SERVICE CONTAINS AN ARBITRATION CLAUSE AND CLASS ACTION WAIVER THAT APPLIES TO ALL USERS. If You reside in the United States, this provision applies to all disputes with Beam. If You reside outside of the United States, this provision applies to any action You bring against Beam in the United States. It affects how disputes with Beam are resolved. By accepting these Terms of Service, You agree to be bound by the arbitration clause and class action waiver. Please read it carefully.

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SERVICE

  1. Provision of Service. Beam grants You the right to access and use the Service in accordance with this Agreement and Your applicable subscription (“Subscription”) indicated on the order form and/or online checkout. You will comply with all user documentation and all laws, rules, and regulations applicable to the use of Service.
  2. Restrictions on use of the Service. You may not: (i) modify, alter, tamper with, repair, or otherwise create derivative works of the Service; (ii) reverse engineer, disassemble, or decompile the Service or apply any other process or procedure to derive the source code of the Service; (iii) access or use the Service in a way intended to avoid incurring fees or exceeding usage limits or quotas; (iv) rent, transfer, resell, or sublicense the Service; (v) attempt to disable or circumvent any security, billing, or monitoring mechanisms used by the Service; (vi) use the Service to perform a malicious activity; (vii) upload or otherwise process any malicious content to or through the Service; or (viii) benchmark or perform competitive analysis on the Service. The specific Subscription You select may have limitations as outlined in the applicable Subscription order form and/or online checkout.
  3. Updates to the Service. Beam may from time to time make updates to the Service as it deems reasonably necessary, and this Agreement shall apply to such updated Service. Your continued use of the updated Service indicates Your acceptance of the updated.
  4. Use of the Services may require the use of certain third party products and services (” Third Party Services”). Use of any Third Party Services is at your sole risk and will be governed by separate terms and conditions, separate privacy policies relating to usage of data you may share through the Third Party Services in the course of using the Services, other applicable policies, and may include separate fees and charges. Beam may display content from third parties through the Services or may provide information about or links to Third Party Services. Your interactions with any such third parties, and any terms, conditions, warranties, or representations associated with such interactions, are solely between you and the applicable third parties. Beam is not responsible or liable for any loss or damage of any sort incurred as the result of any such interactions or as the result of the presence of such third-party information made available through the Services.

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REGISTRATION; SUBSCRIPTION AND FEES

  1. Registration. To register to use the Service, You must provide Beam with the information requested in the registration process, including Your name and work email address. You are responsible for all activities that occur under Your account; Beam and Beam’s affiliates are not responsible for unauthorized access to Your account. You will contact Beam immediately if You believe an unauthorized third party may be using Your account or if Your account information is lost or stolen. You will provide complete and accurate information during the registration process and will update it to ensure it remains accurate.
  2. Some parts of the Services are billed on a Subscription basis. You will be billed on a recurring and periodic basis (“Billing Cycle”) with payment terms as set forth on the applicable order form and/or online checkout. Billing cycles are set either on calendar month or annual basis, depending on the type of Subscription plan You select when purchasing a Subscription. At the end of each Billing Cycle, Your Subscription will automatically renew for additional successive periods of equal duration to the initial Subscription term unless You cancel it before the end of the then current Subscription period. If a free trial period applies to You, Your Subscription will be charged upon the expiration of any applicable free trial period. Subscriptions canceled prior to the expiration of any trial period will not be charged. You may cancel Your Subscription renewal by contacting Beam customer support team at support@slai.io, or through the account management portal where applicable.
  3. A valid payment method is required to process the payment for Your Subscription. You shall provide Beam with accurate and complete billing information including full name, address, state, zip code, telephone number, and a valid payment method information. By submitting such payment information, You automatically authorize Beam to charge all Subscription fees incurred through Your account to any such payment instruments. Should automatic billing fail to occur for any reason, Beam will issue an electronic invoice indicating that You must proceed manually, within a certain deadline date, with the full payment corresponding to the billing period as indicated on the invoice.
  4. Beam, in its sole discretion and at any time, may modify the Subscription fees for the Subscriptions. Any Subscription fee change will become effective at the end of the then-current Billing Cycle. Beam will provide You with a reasonable prior notice of any change in Subscription fees to give You an opportunity to terminate Your Subscription before such change becomes effective. Your continued use of the Services after the Subscription fee change comes into effect constitutes Your agreement to pay the modified Subscription fee amount.
  5. Unless otherwise agreed to in the applicable order form, all fees are payable in the currency of the United States through our payment processor (“Stripe”). You will be responsible for all taxes resulting from the performance of the Service other than taxes on Beam’s income. If all or any part of any payment owed to Beam under this Agreement is withheld, based upon a claim that such withholding is required pursuant to the tax laws of any country or its political subdivisions and/or any tax treaty between the U.S. and any such country, such payment shall be increased by the amount necessary to result in a net payment to Beam of the amounts otherwise payable under this Agreement. All fees paid or payable under this Agreement are non-refundable and Subscriptions are non-cancelable during the Subscription term. Beam may change its fees and payment terms at its discretion.
  6. Payments through Stripe. In order to make payments to Beam, You may be required to provide Your credit card details to Stripe. Payment processing services by Stripe are subject to the Stripe Security Policy, found here, and the Stripe Privacy Policy, found here, which Stripe may update from time to time. As a condition of Beam enabling payment processing services through Stripe, You agree to provide Beam accurate and complete information about You and Your business, and You authorize Beam to share it and transaction information (exclusive of any credit or debit card numbers, details or associated passwords) related to Your use of the payment processing services provided by Stripe.
  7. Communications. You expressly agree that Beam, or its payment processor, is permitted to bill You any applicable fees, any applicable tax and any other charges You may incur with Beam in connection with Your use of the Service. The fees will be billed to the credit card or other payment account You provide in accordance with the billing terms in effect at the time the fees are due and payable. You acknowledge and agree that Beam will automatically charge Your credit card or other payment account on record with Beam. If payment is not received or cannot be charged to Your credit card account for any reason, Beam reserves the right to either suspend or terminate Your access to the Service and terminate this Agreement. By using the Service, You consent to receiving electronic communications from Beam. These electronic communications may include notices about applicable fees and charges related to the Service and transactional or other information concerning or related to the Service. These electronic communications are part of Your relationship with Beam and You receive them as part of Your use of the Service. You agree that any notices, agreements, disclosures or other communications that we send You electronically will satisfy any legal communication requirements, including that such communications be in writing.
  8. Acceptable Use. In addition to the prohibitions set forth in Section 1(b) above, You agree not to, and not to allow third parties to use the Service: to violate, or encourage the violation of, the legal rights of others (for example, infringing or misappropriate the intellectual property rights of others in violation of the Digital Millennium Copyright Act); to engage in, promote or encourage illegal activity; for any unlawful, invasive, infringing, defamatory or fraudulent purpose (for example, this may include phishing, creating a pyramid scheme or mirroring a website); to intentionally distribute viruses, worms, Trojan horses, corrupted files, hoaxes, or other items of a destructive or deceptive nature; to interfere with the use of the Service, or the equipment used to provide the Service, by customers, authorized resellers, or other authorized users; to disable, interfere with or circumvent any aspect of the Service; to generate, distribute, publish or facilitate unsolicited mass email, promotions, advertisements or other solicitations (“spam”); or to use the Service, or any interfaces provided with the Service in a manner that violates the terms of this Agreement. If You become aware of any use or content that is in violation of the foregoing Acceptable Use restrictions, You agree to promptly remedy such use or content. If You fail to do so, Beam or its providers may suspend or disable access to the Service (including Your Data) until You comply.

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INTELLECTUAL PROPERTY RIGHTS AND OWNERSHIP

  1. Beam Rights. This Agreement does not transfer any right, title or interest in any intellectual property right to each other, except as expressly set forth in this Agreement. Beam owns all rights, title and interest in and to the Service. There are no implied rights. Beam reserves all rights not expressly granted herein.
  2. We welcome and encourage You to provide feedback, comments and suggestions for improvements to the Service (“Feedback”). You may submit Feedback by emailing us through the Contact section of the website, or by other means of communication. Any Feedback You submit to us will be considered non-confidential and non-proprietary to You. By submitting Feedback to us, You grant us a non-exclusive, worldwide, royalty-free, irrevocable, sub-licensable, perpetual license to use and publish those ideas and materials for any purpose, without compensation to You and without the obligation to identify You.
  3. Your Rights in Your Data. You represent and warrant to Beam that: (1) You or Your licensors own all right, title, and interest in and to any and all permitted electronic data uploaded and stored by You in the Service (“Your Data”); (2) You have all rights in Your Data necessary to grant the rights contemplated by this Agreement; and (3) none of Your Data violates this Agreement, any applicable law or regulation or any third party’s intellectual property or other right. For the avoidance of doubt, as between Beam and You, You will retain all right, title and interest in all Your Data and to all models and analyses created by You or Your authorized personnel using the Services.

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YOUR DATA

  1. You are solely responsible for the development, content, operation, maintenance, and use of Your Data. You will ensure that Your Data, and Your use of it, complies with this Agreement and any applicable laws and regulations. You are responsible for properly configuring and using the Service and taking Your own steps to maintain appropriate security, protection and backup of Your Data. You hereby consent that Beam may use Your Data, the queries and models You submit to the Service, and metadata about Your usage of the Service to measure and improve the Service and support Your usage of the Service. If You include any data about any individual in Your use of the Service, (1) Beam will hold and store Your Data on Your behalf, and You are the data controller of such data; (2) Beam will process personal data in compliance with this Section, Your instructions and in accordance with Beam’s privacy policy (3) You agree to follow all applicable instructions to parameterize Your Data as set forth in the Beam documentation (“Documentation”); and (4) You warrant that: (a) Your instructions to Beam comply with applicable privacy and data protection laws and regulations, (b) You have all appropriate consents and an appropriate lawful basis to provide the data to the Service, and (c) You have provided proper privacy notifications to individuals as required by applicable laws and regulations. If You are located in the European Union or will transmit any of Your Data that includes personal data regarding a resident of the European Union, You may contact us at dpa@slai.io to request a data processing addendum that is pre-signed by Beam and You agree that under this Agreement, Beam is merely a data processor. Beam will use commercially reasonable efforts designed to prevent the unauthorized disclosure or destruction of Your Data stored with Beam in accordance with our Security Policy.

  2. HIPAA Data. You agree not to upload to any Service any HIPAA data unless You have entered into BAA with Beam. Unless a BAA is in place, Beam will have no liability under this Agreement for HIPAA data, notwithstanding anything to the contrary in this Agreement or in HIPAA or any similar federal or state laws, rules or regulations. If You are permitted to submit HIPAA data to a Service, then You may submit HIPAA data to Beam and/or the Service only by uploading it as Customer Data. Upon mutual execution of the BAA, the BAA is incorporated by reference into this Agreement and is subject to its terms.

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CONFIDENTIAL INFORMATION

”Confidential Information” means any proprietary information that is marked “confidential” or “proprietary” or any other similar term or in relation to which its confidentiality should by its nature be inferred or, if disclosed orally, is identified as being confidential at the time of disclosure and, within two (2) weeks thereafter, is summarized, appropriately labeled and provided in tangible form, received by the other party during, or prior to, entering into this Agreement including, without limitation, the Service and any non-public technical and business information. Confidential Information does not include information that (i) is or becomes generally known to the public through no fault of or breach of this Agreement by the receiving party; (ii) is rightfully known by the receiving party at the time of disclosure without an obligation of confidentiality; (iii) is independently developed by the receiving party without the use of the disclosing party’s Confidential Information; or (iv) the receiving party rightfully obtains from a third party without restriction on use or disclosure. You and Beam will maintain the confidentiality of Confidential Information. The receiving party of any Confidential Information of the other party agrees not to use such Confidential Information for any purpose except as necessary to fulfill its obligations and exercise its rights under this Agreement. The receiving party shall protect the secrecy of and prevent disclosure and unauthorized use of the disclosing party’s Confidential Information using the same degree of care that it takes to protect its own confidential information and in no event shall use less than reasonable care. The receiving party may disclose the Confidential Information of the disclosing party if required by judicial or administrative process, provided that the receiving party first provides to the disclosing party prompt notice of such required disclosure (to the extent allowed) to enable the disclosing party to seek a protective order. Upon termination or expiration of this Agreement, the receiving party will destroy (and provide written certification of such destruction) the disclosing party’s Confidential Information.

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TERM; TERMINATION

  1. Term; Termination. The term of this Agreement commences when You accept this Agreement (such as by creating an account or proceeding with the use of the Service) and will remain in effect until terminated in accordance with this Agreement. You may terminate this Agreement at any time by canceling Your account by contacting us at support@slai.io or through the account management portal where applicable. Beam may terminate this Agreement at any time on thirty (30) days advance notice. Beam may also terminate Your account and this Agreement, or suspend Your account, immediately if (i) Beam changes the way Beam provides or discontinues the Service; (ii) Your account was suspended under Section 7 of this Agreement and You have not remediated the reason for the suspension; or (iii) Beam determines that: (1) Your use of the Service poses a security risk to the Service or any third party; (2) Your use of the Service may adversely impact other users of the Service; (3) Your use of the Service may subject Beam, Beam’s affiliates, or any third party to liability; (4) Your use of the Service may be fraudulent; (5) You are in breach of this Agreement; or (6) You have ceased to operate in the ordinary course, made an assignment for the benefit of creditors or similar disposition of Your assets, or become the subject of any bankruptcy, reorganization, liquidation, dissolution or similar proceeding.
  2. Effect of Termination. Upon termination of this Agreement (i) all Your rights under this Agreement immediately terminate and You must cease using the Service, (ii) You are solely responsible for deleting or retrieving Your Data from the Service prior to termination for any reason, and (iii) You must pay all unpaid fees to Beam. If either party terminates Your account or this Agreement, Beam will provide You with a reasonable opportunity to retrieve Your Data from the Service, if You so request. Such a request must be sent by email to Beam at support@slai.io within seven (7) days after You receive notice regarding the termination. In any event, Your Data will be deleted from the Service no earlier than thirty (30) days after the termination notice regarding Your account has been sent to You.
  3. You understand and agree that Beam may change, suspend or discontinue any part of the Service and Service as a whole. Beam will notify You of any material change to or discontinuation of the Service by email or via Beam’s website. If Beam discontinues the Service (excluding for Your breach), You will receive a pro-rata refund for any pre-paid but unused fees.

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SUSPENSION

Without limiting other available remedies included in this Agreement or otherwise, Beam may suspend Your access to the Service if You are in non-compliance with this Agreement.

  1. WARRANTY AND WARRANTY DISCLAIMER.

    1. Beam warrants that the Service will materially conform to the specifications set forth in the applicable Documentation for the duration of Your Subscription term. If Beam is unable to correct any reported non-conformity with this warranty, Beam may terminate the applicable Subscription and as Your sole remedy, You will be entitled to receive a pro-rata refund of any prepaid but unused Subscription fees. This warranty will not apply if the error or non-conformance was caused by misuse of the Service, or third-party hardware, software, or services used in connection with the Service.
    2. You should regularly back up Your Data while using the Service. Beam PROVIDES THE SERVICE ON AN “AS IS” BASIS. Beam DOES NOT MAKE ANY WARRANTIES REGARDING THE PERFORMANCE OF THE SERVICE OR UPTIME OF THE SERVICE, OR THAT YOUR USE OF THE SERVICES WILL BE SECURE, UNINTERRUPTED OR ERROR FREE, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE. Beam EXPRESSLY DISCLAIMS ALL WARRANTIES, INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF NON-INFRINGEMENT OF THIRD PARTY RIGHTS, TITLE, MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. Beam HAS NO RESPONSIBILITY FOR LOSS OF YOUR DATA OR INABILITY TO USE THE SERVICE FOR ANY REASONS, INCLUDING, WITHOUT LIMITATION, IF DUE TO THE ACTS OR OMISSIONS OF ITS THIRD PARTY HOSTING PROVIDERS.

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LIMITATION OF LIABILITY.

NEITHER SLAI, ITS AFFILIATES OR THEIR LICENSORS ARE LIABLE FOR SPECIAL, INCIDENTAL, CONSEQUENTIAL OR INDIRECT DAMAGES, INCLUDING WITHOUT LIMITATION, LOST PROFITS, LOST SAVINGS, OR DAMAGES ARISING FROM LOSS OF USE, LOSS OF QUERIES, CONTENT OR DATA OR ANY ACTUAL OR ANTICIPATED DAMAGES, REGARDLESS OF THE LEGAL THEORY ON WHICH SUCH DAMAGES MAY BE BASED, AND EVEN IF BEAMHAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. SLAI’S AND SLAI’S AFFILIATES’ AND LICENSORS’ AGGREGATE LIABILITY FOR ANY PERMITTED DIRECT DAMAGES UNDER THIS AGREEMENT WILL BE LIMITED TO THE GREATER OF (i) THE AMOUNT OF ONE HUNDRED DOLLARS; OR (ii) THE FEES THAT YOU HAVE ACTUALLY PAID OR PAYABLE TO BEAMFOR THE RELEVANT SERVICES WITHIN THE SIX (6) MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM FOR DAMAGES. SECTION 9 ON LIMITATION OF LIABILITY AND SECTION 8 ABOVE ON WARRANTY DISCLAIMER FAIRLY ALLOCATE THE RISKS IN THIS AGREEMENT. THIS ALLOCATION IS AN ESSENTIAL ELEMENT OF THE BASIS OF THE BARGAIN BETWEEN THE PARTIES AND THAT THE LIMITATIONS SPECIFIED IN THIS SECTION 9 SHALL APPLY NOTWITHSTANDING ANY FAILURE OF THE ESSENTIAL PURPOSE OF THESE TERMS OR ANY LIMITED REMEDY HEREUNDER.

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INDEMNIFICATION

You will, at Beam’s option, defend, indemnify, and hold Beam, Beam’s affiliates and licensors, and each of their respective employees, officers, directors, and representatives harmless from and against any claims, damages, losses, liabilities, costs, and expenses (including reasonable legal fees) arising out of or relating to any third party claim concerning: (a) breach of this Agreement or violation of applicable law or regulation by You; (b) Your Data or the combination of Your Data with other applications, content or processes, including any claim involving alleged infringement or misappropriation of third-party rights by Your Data or by the use, development, design, production, advertising or marketing of Your Data; or (c) the use of the Services. Beam will promptly notify You of any claim subject to this Section, but Beam’s failure to promptly notify You will only affect Your obligations to the extent that Beam’s failure prejudices Your ability to defend the claim. You may: (a) use counsel of Your own choosing (subject to Beam’s written consent) to defend against any claim; and (b) settle the claim as You deem appropriate, provided that You obtain Beam’s prior written consent before entering into any settlement.

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GENERAL

    1. Miscellaneous. Beam and You are independent contractors, and neither party, nor any of their respective affiliates, is an agent of the other for any purpose or has the authority to bind the other. This Agreement does not create any third party beneficiary rights in any individual or entity that is not a party to this Agreement. You may not assign this Agreement, or delegate or sublicense any of Your rights under this Agreement, without Beam’s prior written consent. Beam may without restriction, assign, transfer or delegate this Agreement and any rights and obligations hereunder, at its sole discretion, with 30 days prior notice. Your right to terminate this Agreement at any time remains unaffected. A party’s failure to enforce any provision of this Agreement will not constitute a present or future waiver of such provision nor limit that party’s right to enforce such provision at a later time. If any portion of this Agreement is held to be invalid or unenforceable, the remaining portions of this Agreement will remain in full force and effect. In any action or proceeding to enforce rights under this Agreement, the prevailing party shall be entitled to recover costs and attorneys’ fees. 2. Entire Agreement. This Agreement is the entire agreement between You and Beam regarding the subject matter of this Agreement. This Agreement supersedes all prior or contemporaneous representations, understandings, agreements, or communications between You and Beam, whether written or verbal, regarding the subject matter of this Agreement. 3. Notice. All communications and notices to be made or given pursuant to this Agreement must be in English. Beam may provide any notice to You under this Agreement by posting a notice in the Service or sending a message to the email address associated with Your account. You will be deemed to have received any email sent to the email address then associated with Your account when Beam sends the email, whether or not You actually receive the email. To give Beam notice under this Agreement, You must (1) email Beam at legal@slai.io, or (2) send Beam Your notice by certified mail, return receipt requested, to Beam at 1 Broadway 14th Floor, Cambridge MA 02142, Attn: Smartshare.
    2. Dispute Resolution and Arbitration Agreement and Choice of Law and Jurisdiction
    3. This Dispute Resolution and Arbitration Agreement shall apply if You (i) reside in the United States; or (ii) do not reside in the United States, but bring any claim against Beam in the United States.
    4. AGREEMENT TO ARBITRATE. ANY CONTROVERSY OR CLAIM ARISING OUT OF OR RELATING TO THIS AGREEMENT, OR THE BREACH THEREOF, SHALL BE SETTLED BY ARBITRATION ADMINISTERED BY THE AMERICAN ARBITRATION ASSOCIATION IN ACCORDANCE WITH ITS COMMERCIAL ARBITRATION RULES, AND JUDGMENT ON THE AWARD RENDERED BY THE ARBITRATOR MAY BE ENTERED IN ANY COURT HAVING JURISDICTION THEREOF. IF THERE IS A DISPUTE ABOUT WHETHER THIS ARBITRATION AGREEMENT CAN BE ENFORCED OR APPLIES TO OUR DISPUTE, YOU AND BeamAGREE THAT THE ARBITRATOR WILL DECIDE THAT ISSUE.
      1. Pre-Arbitration Dispute Resolution and Notification. Prior to initiating an arbitration, You and Beam each agree to notify the other party of the dispute and attempt to negotiate an informal resolution to it first. We will contact You at the email address You have provided to us; You can contact Beam’s customer service team by emailing us at the contact addresses provided on the Site. If after a good faith effort to negotiate, one of us feels the dispute has not and cannot be resolved informally, the party intending to pursue arbitration agrees to notify the other party via email prior to initiating the arbitration. In order to initiate arbitration, a claim must be filed with the AAA and the written Demand for Arbitration (available at www.adr.org) provided to the other party, as specified in the AAA Rules.
      2. Exceptions to Arbitration Agreement. You and Beam each agree that the following claims are exceptions to the Arbitration Agreement and will be brought in a judicial proceeding in a court of competent jurisdiction: (i) Any claim related to actual or threatened infringement, misappropriation or violation of a party’s copyrights, trademarks, trade secrets, patents, or other intellectual property rights; (ii) Any claim seeking emergency injunctive relief based on exigent circumstances (e.g., imminent danger or commission of a crime, hacking, cyber-attack).
      3. Arbitration Rules and Governing Law. This Arbitration Agreement evidences a transaction in interstate commerce and thus the Federal Arbitration Act governs the interpretation and enforcement of this provision. The arbitration will be administered by AAA in accordance with the Commercial Arbitration Rules (the ” AAA Rules”) then in effect, except as modified here. The AAA Rules are available at www.adr.org or by calling the AAA at 1–800–778–7879.
      4. Modification to AAA Rules - Arbitration Hearing/Location. You agree that any required arbitration hearing will be conducted in the English language by one (1) mutually agreed upon arbitrator, at Beam’s sole and complete discretion, (a) in Delaware or in any other location to which You and Beam both agree; (b) via phone or video conference; or (c) for any claim or counterclaim under $25,000, by solely the submission of documents to the arbitrator.
      5. JURY TRIAL WAIVER. YOU AND BEAMACKNOWLEDGE AND AGREE THAT WE ARE EACH WAIVING THE RIGHT TO A TRIAL BY JURY AS TO ALL ARBITRABLE DISPUTES.
      6. NO CLASS ACTIONS OR REPRESENTATIVE PROCEEDINGS. YOU AND SLAI ACKNOWLEDGE AND AGREE THAT WE ARE EACH WAIVING THE RIGHT TO PARTICIPATE AS A PLAINTIFF OR CLASS USER IN ANY PURPORTED CLASS ACTION LAWSUIT, CLASS-WIDE ARBITRATION, PRIVATE ATTORNEY-GENERAL ACTION, OR ANY OTHER REPRESENTATIVE PROCEEDING AS TO ALL DISPUTES. FURTHER, UNLESS YOU AND BEAMBOTH OTHERWISE AGREE IN WRITING, THE ARBITRATOR MAY NOT CONSOLIDATE MORE THAN ONE PARTY’S CLAIMS AND MAY NOT OTHERWISE PRESIDE OVER ANY FORM OF ANY CLASS OR REPRESENTATIVE PROCEEDING. IF THIS PARAGRAPH IS HELD UNENFORCEABLE WITH RESPECT TO ANY DISPUTE, THEN THE ENTIRETY OF THE ARBITRATION AGREEMENT WILL BE DEEMED VOID WITH RESPECT TO SUCH DISPUTE.
      7. Severability. Except as provided in the immediately preceding paragraph, in the event that any portion of this Arbitration Agreement is deemed illegal or unenforceable, such provision shall be severed and the remainder of the Arbitration Agreement shall be given full force and effect.
      8. Changes. Notwithstanding the provisions of Section 3 (“Modification of These Terms”), if Beam changes this Section (“Dispute Resolution and Arbitration Agreement”) after the date You last accepted these Terms (or accepted any subsequent changes to these Terms), You may reject any such change by sending us written notice (including by email) within thirty (30) days of the date such change became effective. By rejecting any change, You are agreeing that You will arbitrate any Dispute between You and Beam in accordance with the provisions of the “Dispute Resolution and Arbitration Agreement” section as of the date You last accepted these Terms (or accepted any subsequent changes to these Terms).
      9. Choice of Law; Jurisdiction. If You reside in the United States, these Terms will be interpreted in accordance with the laws of the State of Delaware and the United States of America, without regard to conflict-of-law provisions. Judicial proceedings (other than small claims actions) that are excluded from the Arbitration Agreement above must be brought in state or federal court in Delaware, unless we both agree to some other location. You and we both consent to venue and personal jurisdiction in Delaware.
  2. Survival. All provisions of this Agreement which by their nature should survive termination shall survive termination, including, without limitation, accrued payment obligations, ownership provisions, warranty disclaimers, indemnity, limitations of liability and dispute resolution.
    1. Force Majeure. Beam is not liable for any delay or failure to perform any obligation under this Agreement where the delay or failure results from any cause beyond Beam’s reasonable control, including acts of God, labor disputes or other industrial disturbances, systemic electrical, telecommunications, or other utility failures, earthquake, storms or other elements of nature, blockages, embargoes, riots, acts or orders of government, acts of terrorism, or war.
    2. Government Licensees. The Service is a commercial computer software program developed solely at private expense. As defined in U.S. Federal Acquisition Regulations (FAR) section 2.101 and U.S. Defense Federal Acquisition Regulations (DFAR) sections 252.227-7014(a)(1) and 252.227-7014(a)(5) (or otherwise as applicable to You), the Service licensed in this Agreement is deemed to be “commercial items” and “commercial computer software” and “commercial computer software documentation.” Consistent with FAR section 12.212 and DFAR section 227.7202, (or such other similar provisions as may be applicable to You), any use, modification, reproduction, release, performance, display, or disclosure of such service commercial item, or service commercial computer software, or service commercial documentation by the U.S. government (or any agency or contractor thereof) shall be governed solely by the terms of this Agreement and shall be prohibited except to the extent expressly permitted by the terms of this Agreement.
    3. Changes to the Terms. Beam reserves the right to modify this Agreement at any time in accordance with this provision. If we make changes to this Agreement, we will post this Agreement on the Beam website. If You disagree with the revised Agreement, You may terminate this Agreement with immediate effect by following the procedure described in the “Term and Termination” section. If You do not terminate Your Agreement before the date the revised Agreement becomes effective, Your continued access to or use of the Services will constitute acceptance of the revised Agreement.

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