> ## Documentation Index
> Fetch the complete documentation index at: https://docs.beam.cloud/llms.txt
> Use this file to discover all available pages before exploring further.

# Terms and Conditions

> These are the terms the Beam Platform is provided under.

**Date last updated**: January 23, 2025

**IMPORTANT – CAREFULLY READ ALL THE TERMS AND CONDITIONS OF THIS BEAM TERMS OF
SERVICE AND THE BEAM [PRIVACY POLICY](/v2/security/privacy-policy), WHICH IS
INCORPORATED BY REFERENCE, (COLLECTIVELY THE "AGREEMENT"). BY CREATING AN
ACCOUNT TO USE THE BEAM 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.**

## 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.

## 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](mailto: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](https://stripe.com/docs/security/stripe), and the Stripe Privacy
   Policy, found [here](https://stripe.com/privacy), 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.

## 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.

## 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](https://docs.slai.io) ("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](mailto: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](/v2/security/terms-and-conditions).

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.

## 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.

### 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](mailto: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](mailto: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.

### 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.

### 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.

### 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.

### GENERAL

1. 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](mailto: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.
   5. 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](http://www.adr.org/cs/idcplg?IdcService=GET%5FFILE\&dDocName=ADRSTAGE2034889\&RevisionSelectionMethod=LatestReleased))
         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](http://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.
3. 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.