Terms of Use

Last Updated Date: 12 Jan 2025

These Terms of Use (“Terms”) are a legally binding agreement between Beam9 Pty Ltd, an Australian corporation with its principal place of business at Level 10, 555 Collins St, Melbourne VIC 3000 (“Beam9,” “we,” “our” or “us”), and the entity or person agreeing to these Terms (“Customer,” “you” or “your”). By (i) creating an account, (ii) executing an Order Form, Statement of Work, or Master Subscription Agreement that references these Terms, or (iii) accessing or using any Beam9 website, application programming interface (“API”), software development kit (“SDK”), dashboard, documentation, plug-in, or related services (collectively, the “Services”), you agree to be bound by these Terms.

If you are entering into these Terms on behalf of a company, organization, or other legal entity, you represent that you have authority to bind that entity, and “Customer” will refer to it.

1 Definitions

Affiliate means any entity that directly or indirectly controls, is controlled by, or is under common control with a party.
Customer Data means prompts, model outputs, files, metadata, identifiers, logs, and any other data or content submitted to the Services by or on behalf of Customer or its End Users.
Documentation means Beam9’s technical guides, API references, and usage instructions.
End User means any individual or system that Customer permits to access or consume the Services.
Intellectual Property Rights means all patents, copyrights, trade secrets, trademarks, moral rights, and other proprietary rights worldwide.
Order Form means any ordering document, online purchase flow, or statement of work executed by the parties that specifies the Services, subscription term, and fees.
Subscription Term means the period during which Customer is authorised to use the Services as specified in an Order Form.

2 Access to the Services

2.1 Provision of Services. Subject to these Terms and timely payment of applicable fees, Beam9 grants Customer a non-exclusive, non-transferable, non-sublicensable right during the Subscription Term to access and use the Services and Documentation solely for Customer’s internal business purposes.

2.2 Accounts and Credentials. Customer must keep all access credentials confidential and ensure that End Users do the same. Customer is responsible for any actions taken through its accounts.

2.3 Usage Limits. The Services may be subject to usage, volume, or feature limits described in the Order Form or Documentation. Exceeding limits may result in throttling, additional charges, or suspension.

3 Acceptable Use

Customer and its End Users must not:

violate any applicable law or regulation
use the Services to store or transmit material that is defamatory, obscene, or infringes third-party rights
attempt to probe, scan, or test the vulnerability of any Beam9 system or network
interfere with or disrupt the integrity or performance of the Services
reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code of the Services (except to the extent such restriction is prohibited by law)
access the Services for the purpose of building a competing product or service
allow access by parties other than End Users
send unsolicited communications or spam using the Services

Beam9 may monitor compliance and suspend access for any violation without liability.

4 Customer Obligations

4.1 Responsibility for Customer Data. Customer retains all right, title, and interest in Customer Data and is solely responsible for its legality, reliability, and appropriateness. Customer must obtain all necessary permissions to submit Customer Data to the Services and to grant the licence in Section 4.2.

4.2 Licence to Customer Data. Customer grants Beam9 and its sub-processors a worldwide, limited licence to host, copy, process, transmit, and display Customer Data solely as necessary to provide and improve the Services, prevent fraud or abuse, and comply with law.

4.3 Security Measures. Customer is responsible for maintaining appropriate technical and organisational measures for its own systems and for configuring the Services in accordance with the Documentation and industry best practice.

5 Ownership

Beam9 and its licensors own all Intellectual Property Rights in and to the Services and Documentation. Except for the rights expressly granted herein, Beam9 reserves all rights, title, and interest.

6 Fees and Payment

6.1 Fees. Customer will pay the fees specified in each Order Form. Except as expressly stated, payment obligations are non-cancellable and fees are non-refundable.

6.2 Invoicing and Taxes. Unless otherwise set out in the Order Form, fees are invoiced annually in advance and payable within thirty (30) days of the invoice date. Fees are exclusive of taxes; Customer is responsible for all applicable taxes, duties, and similar governmental assessments.

6.3 Late Payments. Overdue amounts may accrue interest at 1.5 % per month (or the maximum rate permitted by law, if lower) and Beam9 may suspend Services until payment is received.

7 Confidentiality

7.1 Definition. “Confidential Information” means non-public information disclosed by one party (“Discloser”) to the other (“Recipient”) that is marked or otherwise identified as confidential or that, given its nature, should reasonably be understood to be confidential. Customer Data and the Services’ non-public features are each deemed Confidential Information.

7.2 Obligations. Recipient will (i) use the same degree of care it uses to protect its own confidential information (but no less than reasonable care), (ii) use Confidential Information only to exercise rights or perform obligations under these Terms, and (iii) not disclose Confidential Information except to Affiliates, employees, or contractors who need to know and are bound by confidentiality obligations at least as protective.

7.3 Exclusions. Confidential Information does not include information that is (a) publicly available without breach, (b) independently developed without use of Confidential Information, or (c) received from a third party without confidentiality obligations.

7.4 Compelled Disclosure. Recipient may disclose Confidential Information if legally required, provided it gives Discloser prompt notice (to the extent permitted) and reasonable cooperation to seek a protective order.

8 Privacy and Data Protection

Beam9’s collection and use of personal information is described in the Beam9 Privacy Policy. If the parties execute a Data Processing Addendum, the DPA will govern processing of personal data in connection with the Services.

9 Warranties

9.1 Mutual Warranties. Each party represents that it has validly entered into these Terms and has the legal power to do so.

9.2 Beam9 Warranty. Beam9 warrants that during the Subscription Term: (i) the Services will perform materially in accordance with the Documentation, and (ii) Beam9 will use commercially reasonable efforts to maintain administrative, physical, and technical safeguards consistent with industry standards.

9.3 Exclusive Remedies. For any breach of the warranty in Section 9.2, Customer’s exclusive remedy and Beam9’s entire liability will be for Beam9 to (at its option and expense) (a) correct the non-conforming Services, or (b) terminate the affected Services and refund any prepaid unused fees.

9.4 Warranty Disclaimer. Except as expressly stated, the Services and Documentation are provided “as is” without warranties of any kind, whether express, implied, statutory, or otherwise, including warranties of merchantability, fitness for a particular purpose, title, or non-infringement.

10 Indemnification

10.1 By Beam9. Beam9 will defend Customer against any third-party claim that the Services, as provided, infringe a valid patent, copyright, or trademark or misappropriate a trade secret, and will indemnify Customer for final damages awarded (or settlement amounts approved by Beam9). If a claim arises, Beam9 may, at its option: (a) procure the right for Customer to continue using the Services; (b) modify the Services so they are non-infringing; or (c) terminate the affected Services and refund prepaid unused fees. Beam9’s obligations do not apply to claims based on (i) Customer Data or third-party components, (ii) modifications not made by Beam9, or (iii) use of the Services in violation of these Terms.

10.2 By Customer. Customer will defend Beam9 against any third-party claim arising from (i) Customer Data, (ii) Customer’s breach of Section 3 (Acceptable Use) or Section 4, or (iii) Customer’s combination of the Services with materials not supplied by Beam9, and will indemnify Beam9 for related liabilities, damages, and expenses.

10.3 Procedure. The indemnifying party’s obligations are conditioned on (a) prompt written notice of the claim, (b) sole control of defence and settlement, and (c) reasonable cooperation. The indemnified party may participate with its own counsel at its own expense.

11 Limitation of Liability

11.1 Exclusion of Certain Damages. To the fullest extent permitted by law, neither party will be liable for any indirect, incidental, special, consequential, or punitive damages, or for loss of profits, revenues, data, or goodwill, arising out of or relating to these Terms, even if advised of the possibility.

11.2 Cap on Liability. Each party’s total cumulative liability arising out of or relating to these Terms will not exceed the amounts paid or payable by Customer to Beam9 under the applicable Order Form during the twelve (12) months preceding the event giving rise to the claim.

11.3 Exceptions. The limitations in this Section 11 do not apply to (i) a party’s indemnification obligations; (ii) Customer’s unpaid fees; (iii) a breach of confidentiality; or (iv) either party’s wilful misconduct or gross negligence.

Some jurisdictions do not allow certain limitations of liability; in such cases, liability will be limited to the maximum extent permitted by law.

12 Term and Termination

12.1 Term. These Terms commence on the earlier of the date Customer first accepts them or accesses the Services and continue until all Subscription Terms have expired or been terminated.

12.2 Termination for Cause. Either party may terminate these Terms or an Order Form if the other party (i) materially breaches and fails to cure within thirty (30) days after written notice, or (ii) ceases its business operations or becomes insolvent.

12.3 Effect of Termination. Upon termination, (a) Customer’s licence to use the Services ends, (b) all unpaid fees become immediately due, and (c) each party will return or destroy the other’s Confidential Information. Beam9 will delete Customer Data in accordance with its Data Retention schedule unless legal obligations require otherwise.

13 Compliance and Export

Customer must comply with all applicable export control and sanctions laws and will not permit End Users in embargoed countries or prohibited parties to access the Services. The Services are subject to Australian and U.S. export regulations.

14 Government Users

The Services are commercial computer software developed exclusively at private expense. If acquired by or on behalf of a U.S. Government agency, use is subject to the restrictions in FAR 52.227-19 or DFARS 227.7202-3.

15 Publicity

Beam9 may reference Customer’s name and logo on its website and marketing materials to identify Customer as a user of the Services, unless Customer opts out in writing.

16 Modifications to the Services or Terms

Beam9 may modify the Services to improve performance or comply with law. Beam9 may update these Terms by posting a revised version and providing at least thirty (30) days’ notice. Continued use after the effective date signifies acceptance. If Customer objects to the revised Terms, Customer may terminate the Services before the changes take effect and receive a refund of prepaid unused fees.

17 Governing Law and Dispute Resolution

17.1 Governing Law. These Terms are governed by the laws of the State of Victoria, Australia, without regard to conflict-of-laws principles. The United Nations Convention on Contracts for the International Sale of Goods does not apply.

17.2 Jurisdiction. Any dispute arising under these Terms will be resolved exclusively in the state or federal courts located in Melbourne, Victoria, and each party consents to personal jurisdiction and venue therein.

17.3 Injunctive Relief. Nothing limits either party’s right to seek equitable relief to protect its Confidential Information or Intellectual Property Rights.

18 General

Entire Agreement. These Terms, together with any Order Form, DPA, and other documents expressly incorporated, constitute the entire agreement and supersede all prior agreements.
Order of Precedence. In the event of conflict, an Order Form prevails over these Terms.
Assignment. Neither party may assign these Terms without the other’s prior written consent, except in connection with a merger, acquisition, or sale of substantially all assets.
Subcontracting. Beam9 may use subcontractors and remains responsible for their performance.
Force Majeure. Neither party is liable for delays or failures caused by events beyond its reasonable control.
Notices. Legal notices must be in writing and sent by courier or certified mail to the address above (with an email copy to legal@beam9.com).
Severability. If any provision is held unenforceable, the remainder will remain in effect.
Waiver. Failure to enforce any provision is not a waiver of future enforcement.