Beacon Terms of Service

These Beacon Terms of Service, together with any documents expressly incorporated herein by reference (collectively, these “Terms”) constitute a legally binding agreement between you, whether personally or on behalf of an entity, (“you” or “Customer”) and Beacon Technology Solutions Inc., a Delaware corporation (“we,” “our,” “us,” or “Beacon”). You and Beacon may each be referred to as a “Party” or together as the “Parties.”

These Terms apply to your use of any of our products or services including: (a) our hardware products, including without limitation, the smart, Far-UVC disinfection device (the “Beacon System”); and/or (b) our websites, web applications, mobile applications, and all other web services or software associated with the Beacon System (collectively, “Beacon Software”, and together with the Beacon System, our “Services”).

We encourage you to read these Terms before using our Services. By accessing or using any of our Services, you indicate your consent to these Terms and our Privacy Policy, available at https://www.beaconlight.co/privacy-policy (“Privacy Policy”), incorporated herein by reference. If you do not agree to these Terms or our Privacy Policy, you must not access or use any of our Services.

UPON MUTUAL EXECUTION OF AN ORDER FORM, OR ACKNOWLEDGING ACCEPTANCE OF THESE TERMS (E.G., CHECKING A BOX TO ACCEPT THESE TERMS), OR OTHERWISE USING OR ACCESSING ANY OF OUR SERVICES, YOU AGREE TO BE BOUND BY THESE TERMS. BY ACCEPTING THESE TERMS ON BEHALF OF A LEGAL ENTITY, YOU REPRESENT THAT YOU HAVE THE AUTHORITY TO BIND SUCH LEGAL ENTITY AND ITS AFFILIATES TO THESE TERMS.

PLEASE NOTE THAT SECTION 16 CONTAINS A MANDATORY ARBITRATION PROVISION AND CLASS ACTION WAIVER, WHICH REQUIRES YOU TO ARBITRATE CERTAIN DISPUTES AND CLAIMS WITH US. EXCEPT AS SPECIFIED IN SECTION 16, THIS PROVISION REQUIRES THAT DISPUTES BE RESOLVED SOLELY THROUGH INDIVIDUAL ARBITRATION AND NOT AS A CLASS ARBITRATION OR CLASS ACTION.

IF YOU SIGN UP FOR ANY OF OUR SUBSCRIPTION SERVICES, YOU FURTHER AGREE, AS DESCRIBED IN SECTION 8, THAT YOUR SUBSCRIPTION MAY AUTOMATICALLY RENEW FOR THE SAME APPLICABLE TERM AND PRICE, UNTIL YOU CANCEL YOUR SUBSCRIPTION, INCLUDING IN ACCORDANCE WITH SECTION 8.2. 

1. General.

   1. Use of Our Services. You agree that you will only use our Services for your personal or internal business purposes, and that you are not immediately reselling our Services or sub-licensing use of any of our Services to others as part of a trade, business, craft, or profession. Any software component embodied in our Services is licensed to you and not sold. You also certify that you are legally permitted to use and access our Services. These Terms are void where prohibited by law, and the right to access our Services is revoked where prohibited by law.

   2. Modification. Your registration of the Beacon System through the Beacon Software as well as your use of our Services is subject to the provisions of these Terms. We reserve the right to modify these Terms at any time by notifying you of such modifications by email to your email address on file with us, by in-app messaging, by SMS, by regular mail, by posting updated Terms at https://www.beaconlight.co/terms-of-service and/or by other reasonable means now known or hereinafter developed. Any such modifications will become effective upon the earlier of (a) your first use of our Services after you have been notified of such modifications or (b) thirty (30) days from the date such modifications were posted or notice was provided. Your continued use of our Services following the effective date of any modifications to these Terms will constitute your acceptance of such modifications. If you are dissatisfied with any changes to these Terms, you may cancel our Services in accordance with Section 12.1 of these Terms. Your use of our Services on or after the effective date of the change to the Terms constitutes your acceptance of the Terms, as modified.

   3. Age. You must be at least 13 years of age to use our Services. If you are at least 13 years old and under the age of 18 (“Minor”) you may use our Services only with the consent and under the supervision of a parent or legal guardian who agrees to be bound by these Terms. If you are a parent or legal guardian of a Minor, you consent to these Terms on their behalf and are fully responsible for their acts in relation to our Services. If you are under 13, do not attempt to register for our Services or send any information about yourself to us.

2. License to Our Services.

   1. Limited License. Subject to your compliance with these Terms and payment of any and all fees to which you are obligated to pay pursuant to an Order Form (defined below) or other written agreement with us, we hereby grant you and each of your Authorized Users (defined below) a limited, worldwide, non-exclusive, non-transferable, non-sublicensable license, and fully revocable right to access and use our Services during the Term for your personal or internal business purposes only.

   2. Restrictions on Use. You must not, and shall not allow any third party (including any Authorized User) to: (a) circumvent, disable or otherwise interfere with security-related features of our Services or features that prevent or restrict use; (b) allow any third party not authorized by us to use our Services; (c) give, sell, rent, lease, sublicense, disclose, publish, assign, market, resell, transfer, or distribute any portion of our Services to any third party; (d) reverse engineer, decompile, or disassemble our Services or any components thereof; (e) disclose or publish the results of any benchmark tests run on our Services; (f) use any robot, spider, scraper, or other automated means to access our Services for any purpose; (g) interfere or attempt to interfere with the integrity or proper working of our Services or any related activities, including by using our Services in any manner that could disable, overburden, damage, or impair our Services or interfere with any other person’s use of our Services; (h) introduce any viruses, trojan horses, worms, logic bombs, or other material which is malicious or technologically harmful, or attack our Services via a denial-of-service attack, a distributed denial-of-service attack, or similar attack; (i) modify, translate, patch, alter, change, or create any derivative works of our Services, or any part thereof; (j) disclose your account, user names or passwords to any third party; (k) impersonate or attempt to impersonate us, our employees, another user, or any other person or entity (including, without limitation, by using e-mail addresses associated with any of the foregoing); (l) remove, deface, obscure, or alter any of our or our third parties’ copyright notices, trademarks, or other proprietary rights affixed to or provided as part of our Services or use or display logos with our Services differing from our own without our prior written approval; (m) use our Services in any unlawful manner or in breach of these Terms; and/or (n) develop any other product or service containing any of the concepts and ideas contained in our Services or use our Services for the purpose of building a similar or competitive product.

3. Account Registration, Account Protection, and Authorized Users.

   1. Registration. In order to fully utilize the features of the Beacon System, you must set up an account with the Beacon Software and register your Beacon System. The Beacon System will still function without connecting it to the Beacon Software, but the functionality will be severely impaired. To register and use the Beacon Software, you must provide and maintain accurate, current, and complete information, which may include: (i) your name or company’s name (ii) the system serial number or other identifier associated with the Beacon System provided to you, and (iii) your e-mail address. The Beacon Software may allow you to create an account directly through us or by using login credentials from a third party (e.g., Google). If you create an account using third-party login information, you authorize us to access, display, and use certain information from your third-party account. To learn more about the information we collect and how we use it, please visit our Privacy Policy (https://www.beaconlight.co/privacy-policy ).

   2. Account Protection. You are fully responsible for maintaining the confidentiality of the information required to access or make modifications to your account (e.g. passwords, PINs, verification codes), as well as for all activities that occur under your password or account. You agree to properly protect your account by all reasonable measures, including exiting from or logging out of your account at the end of each session, by implementing multi-factor authentication if requested by us, and by not sharing your password or multi-factor verification code with any other persons. You further undertake to immediately notify us of unauthorized use of your password or account. In the event we suspect fraudulent activity, we may suspend access to your account and our Services or reset your passwords, pursuant to our security policies to prevent unauthorized access. We will not be liable for any loss or damage arising from your failure to comply with this paragraph.

   3. Authorized Users. You are responsible and liable for all employees, agents, or other persons to whom you provide access (or direct us to provide access) to our Services (such persons, “Authorized Users”), whether such access or use is permitted by or in violation of these Terms. Without limiting the generality of the foregoing, you are responsible for all acts and omissions of your Authorized Users, and any act or omission by an Authorized User that would constitute a breach of these Terms if taken by you will be deemed a breach of these Terms by you. You shall take reasonable efforts to make all Authorized Users aware of the provisions of these Terms and shall cause Authorized Users to comply with such provisions. You will use commercially reasonable efforts to prevent unauthorized access to or use of the Beacon Software and notify us promptly of any such unauthorized access or use or any other known or suspected breach of security or misuse of our Services. Notwithstanding the foregoing, you are responsible and liable for all users of our Services resulting from access provided by you, directly or indirectly, whether such access or use is permitted by or in violation of these Terms.

4. Your Content.

   1. General. You or your Authorized Users may choose to provide, post, input, submit, or otherwise make accessible to us, data or information about you, your employees, customers, or any third party or equipment (the “Content”), and we may store such Content on your behalf, all in connection with your use of our Services. Content includes any information or data you provide in our website, web applications, mobile applications, or other software, as well as data that is collected in connection with your use of the Beacon System. You hereby provide us and our service providers, agents, sub-contractors, representatives, and agents a royalty-free, irrevocable, non-exclusive right to use, process, upload, display, copy, distribute copies of, perform, transform and store Content, for the purposes of providing our Services or otherwise in accordance with these Terms. We have the right to remove or refuse to post any Content for any or no reason in our sole discretion and to take appropriate legal action, including without limitation, referral to law enforcement, for any illegal or unauthorized use of our Services.

   2. Content Representations. You represent and warrant that (a) you own all Content or have all rights that are necessary to grant us and our affiliates and our directors, employees, service providers, licensors, sub-contractors, representatives, agents, and anyone on our behalf (the “Related Parties”) the licensed rights in the Content under these Terms; (b) your collection and provision of Content has and will be in compliance with all applicable laws and regulations, including, without limitation, those concerning data or information privacy; and (c) neither the Content, nor the inclusion of it in or use in connection with our Services, will infringe, misappropriate or violate any Intellectual Property Rights, or violate the privacy rights of any third party, or result in the violation of any applicable law or regulation, including without limitation those concerning data or information privacy. “Intellectual Property Rights” means any and all registered and unregistered rights granted, applied for, or otherwise now or hereafter in existence under or related to any patent, copyright, trademark, trade secret, database protection, or other intellectual property rights laws, and all similar or equivalent rights or forms of protection, in any part of the world.

   3. Data Protection. To the extent permitted under applicable law, we shall maintain generally accepted industry safeguards to protect the security and confidentiality of your Content. We will maintain any personally identifiable information that we collect and/or receive in connection with our Services in accordance with our Privacy Policy (https://www.beaconlight.co/privacy-policy ).

   4. Legal Enforcement. You acknowledge and agree that we have the right to fully cooperate with any law enforcement or governmental authorities or court order requesting or directing us to disclose the identity or other information of anyone posting any Content or other materials on or through our Services. YOU EXPRESSLY WAIVE AND HOLD HARMLESS BEACON AND ITS RELATED PARTIES FROM ANY CLAIMS RESULTING FROM ANY ACTION TAKEN BY ANY OF THE FOREGOING PARTIES DURING OR AS A RESULT OF ANY INVESTIGATIONS AND FROM ANY ACTIONS TAKEN AS A CONSEQUENCE OF INVESTIGATIONS BY EITHER SUCH PARTIES OR LAW ENFORCEMENT OR GOVERNMENTAL AUTHORITIES.

5. Third-Party Content and Applications.

   1. Third-Party Content. Our Services may link to or give you the ability to access, use or integrate directly with third-party websites, apps, products, content, or other media controlled by third parties ("Third-Party Content"). We do not operate, control or endorse any Third-Party Content and are not responsible for and have no control over any Third-Party Content. Further, we do not guarantee the safety, accuracy, legality, or effectiveness of the Third-Party Content, and we will have no responsibility for any Third-Party Content including material that may be misleading, incomplete, erroneous, offensive, indecent or otherwise objectionable, or may otherwise cause you harm, damages, or other loss. You agree to assume all risks in connection with your interaction or use of any Third-Party Content and that we will have no liability to you or anyone else who uses our Services with regard to any Third-Party Content. You are responsible for reading and understanding the terms and conditions and privacy notice or privacy policy that applies to your use of Third-Party Content.

   2. Third-Party Applications. When you use a third-party application, the application may ask for your permission to access your Content and information to enable the application to work as intended. Your agreement with the provider of that application will control how the application can use, store, delete, and transfer that Content and information, so be sure to thoroughly read any such application’s terms of service and only use applications from trusted providers.

6. Order Forms.

   1. General. In certain instances (eg, for business customers), you may enter into an Order Form (defined below) with us under which you will have additional rights and obligations. In such cases these Terms are incorporated by reference in such Order Form. For the purposes of these Terms, the term “Order Form” means our current order form that you enter into with us in connection with the use of our Services. The Parties may agree to use another form of document or instrument to record their agreement on certain commercial terms, but such other forms and instruments shall bind Beacon only if executed by an authorized officer of Beacon; provided however, that in any event whatsoever, any pre-printed/boilerplate terms in such forms issued by the Customer to Beacon (for administrative, accounting or other purposes) will be null and void and shall not have any effect on the Parties’ rights, and these Terms shall prevail. For the avoidance of doubt, these Terms specifically supersede, exclude, and disavow any terms or conditions provided by you or any legal entity you represent in any invoice, purchase order, receipt, acknowledgement or other form or document, and all such terms and conditions are void and without effect.

   2. Conflicts. Any mutually agreed Order Form shall be deemed an integral part of these Terms, and these Terms shall apply thereto. In the event of a conflict or inconsistency between these Terms and the applicable Order Form (or such other instrument recording agreement on commercial terms), the terms of the applicable Order Form (or such other instrument) shall prevail solely if (a) the applicable Order Form (or such other instrument) expressly identifies and supersedes or modifies a specific provision in these Terms; and (b) the applicable Order Form (or such other instrument) is signed by an authorized signatory of both Parties.

7. Activation and Trials.

   1. Activation. To activate our Services, you must affirmatively take certain steps, including registering for an account and following the steps provided in the Beason Software. SOME OF OUR SERVICES REQUIRE AN ONGOING SUBSCRIPTION THAT WILL CONTINUE UNTIL YOU CANCEL THE SUBSCRIPTION IN ACCORDANCE WITH THIESE TERMS OR IF WE TERMINATE THE RELATED SERVICE. You agree to pay your subscription fee in advance. Your subscription period is stated in your Beacon subscription plan, which you may view in an Order Form or by logging into your account. We may offer multiple subscription plans with varying levels and services. Your subscription fee will cover our Services provided in your selected Beacon subscription plan.

   2. Free Trials and Promotions. Your subscription may start with a free trial or promotional subscription fee that automatically converts to a full-priced paid subscription upon expiration of the trial or promotional period. If so, UNLESS YOU CANCEL YOUR SUBSCRIPTION PRIOR TO THE END OF THE FREE TRIAL OR PROMOTIONAL PERIOD, WE WILL BEGIN BILLING YOUR PAYMENT METHOD ON A RECURRING BASIS FOR YOUR SUBSCRIPTION FEE (PLUS ANY APPLICABLE TAXES) UPON EXPIRATION OF THE FREE TRIAL OR PROMOTIONAL PERIOD UNTIL YOU CANCEL OR WE TERMINATE YOUR SUBSCRIPTION. You may not receive a notice from us that your free trial or promotional period has ended or that the paid portion of your subscription has begun. We reserve the right, in our absolute discretion, to determine your free trial and promotional offer eligibility.

8. Subscription Payment, Automatic Renewal, Cancellation, Price Changes and Refund Policy.

   1. Subscription Payment. To sign up for a subscription, complete the required registration details on the Beacon Software, including without limitation selecting your method of payment. If you choose a subscription option with recurring payments (e.g. monthly and annual subscriptions) you agree that we may automatically charge the subscription fee to the payment method provided and associated with your account at the beginning of each period at the frequency you have selected unless and until you cancel the subscription. If you signed up at a promotional rate, any renewals past the promotional period will be charged at the then effective subscription fee. Access to our Services will not be established until we or our payment agent has verified that the payment method is valid, accurate, and in good standing. You also acknowledge that the amount billed may vary due to promotional offers, changes to your subscription or changes in applicable taxes or other charges. You authorize us (or our third-party payment processor) to charge your payment method for the corresponding amount.

   2. Automatic Renewal and Cancellation of Subscriptions. Your subscription will continue and automatically renew until cancelled. If you want to cancel a subscription, you must cancel prior to the subscription fee being charged to the payment method provided for the cancellation to be effective. You may cancel your subscription by clicking on the cancel subscription link in your Beacon account settings within the Beacon Software or by contacting the Support Center at support@beaconlight.co.Cancellation will take effect on the day following the end of your current subscription period. If you purchased the paid subscription through a third party, you should cancel it directly through the third party whenever possible.

   3. Price Changes. We may, at our reasonable discretion, change the subscription fee and prices for our Services from time to time. All price changes will take effect no earlier than 30 days after we notify you and at the beginning of the next billing cycle for your subscription. If you are dissatisfied with the fee changes or additional charges, you may terminate your use of our Services in accordance with these Terms.

   4. Refund Policy. Unless specifically noted otherwise in these Terms, subscription fees are nonrefundable and there are no refunds or credits for partially used subscription periods. Following any termination of a subscription, however, you will continue to have access to the relevant Service through the end of your current billing period.

   5. Returned Payment. We may suspend or terminate our Services without notice upon rejection of any charges to your payment method or if your card issuer (or its agent or affiliate) seeks the return of payments previously made to us for our Services. You agree we may charge interest at 1.5% monthly interest or that highest interest rate allowed by law, whichever is less, on all amounts due that remain unpaid for 30 days or more. Such rights are in addition to and not in lieu of any other legal rights or remedies available to us. We may refer your account to a third party for collection in the event of ongoing default.

   6. Taxes. All fees payable hereunder, do not include local, state, or federal sales, use, excise, personal property, VAT or other taxes, customs and duties, including, without limitation, any withholding tax. Any such taxes, to the extent legally applicable, shall be borne and paid by you. You will pay all applicable taxes when invoiced by us or will supply appropriate tax exemption certificates in a form satisfactory to us. In cases wherein you are legally required to withhold any income or remittance tax from amounts payable to us, then (a) you will promptly notify us; (b) the amounts payable to us will be automatically increased to the full extent required to offset such tax, so that the amount remitted to us, net of all taxes, equals the amount stated in the invoice; and (c) you will provide us with the official receipt of payment of such taxes to the appropriate taxing authority.

9. System Requirements and Installation.

   1. System Requirements. In order to fully utilize the features of the Beacon System, you must: (i) enable Wi-Fi or other communications network in the location where the Beacon System is installed as further described in the setup instructions; (ii) set up a Beacon account; (iii) connect a wireless device, such as a phone or tablet; and (iv) ensure consistent broadband Internet access with bandwidth sufficient to support the Beacon System you use. The Beacon System will still function without the above, but the functionality will be severely impaired. It is your responsibility to ensure that you have all required system elements and that they are compatible and properly configured. You are responsible for any service charges for your internet connection or data plan incurred as a result of using or accessing our Services, and you acknowledge and agree that you will be solely responsible for all disputes with any internet service or mobile phone provider relating to the same.

   2. Customers’ Duty to Correctly Install and Maintain. It is your responsibility to install the Beacon System in strict accordance with the instructions and specifications provided to you. If the Beacon System is improperly installed or not properly configured, or is outside the detection area or blocked by walls, furniture, personal property or other objects, then it could result in false sensor event triggers or errors in event detection. Sensors are secondary measures and should not replace conventional health and safety practices. It is your responsibility to inspect and maintain your Beacon System and other devices after installation is complete and periodically thereafter. It is also your responsibility to replace the batteries, if applicable, when necessary. 

10. Updates.

    1. Authorized Updates. By using our Services, you agree to receive all software updates and upgrades that Beacon sends to your Beacon System. These updates and upgrades may be automatically installed without providing any additional notice or receiving any additional consent. You consent to this automatic update. If you disable the automatic update and upgrade feature of our Services, then certain functionality of our Services may be adversely impacted. Even if you disable the automatic upgrade feature of your Beacon System, we may still implement critical Beacon System updates, updates for Beacon applications running on your mobile device, tablet, and similar devices, and Beacon back-end service updates. If your Beacon System accesses Beacon Software (regardless of your payment or subscription status) you acknowledge and agree that you are a user of our Services and are bound by the provisions of these Terms.

    2. No Obligation. Notwithstanding the previous paragraph, Beacon is not obligated to make any updates available. Specifically, Beacon may not make the same updates available to all Beacon Systems and may discontinue updates to products that have reached their Beacon-designated end of lives. Beacon does not guarantee that it will support the version of the system or device for which you purchased or licensed the software, apps, content, or other products. Beacon may stop supporting devices or operating systems that it previously supported.

11. Changes to Our Services. We are under no obligation to provide any or all features and functionality to our Services and may, at our discretion, discontinue the provision of software updates to certain of our Services. Because different Beacon Systems may support different features and functionality, the level of service we provide may not be the same for each Beacon System. Furthermore, we may change any part of our Services at any time, including without limitation for the following reasons: for legal or regulatory reasons; for security reasons; for privacy reasons; to enhance existing features; to add additional features or functionality; to remove features or functionality; to prevent misuse or abuse; to reflect changes or advancements in technology; to make business model adjustments; to make subscription fee changes; and to ensure the ongoing operability of our Services. If you reject these changes, you may cancel your subscription to our Services at any time, in accordance with these Terms. Regardless of any changes to our Services, any increase in the applicable subscription fee will not apply before the end of your current subscription period.

12. Account Termination.

    1. Termination Requests. You may request termination of your account and your right to use our Services at any time by contacting the Support Center at support@beaconlight.co. Any unused Services fees, including subscription fees, may not be refundable under this method of termination. Upon termination of your account, certain information may not immediately be deleted from our or our agents’ systems, including without limitation log entries, diagnostics, analytics coming from devices tied to the user or account, transaction details of the account, or information subject to litigation holds, search warrants, subpoenas, or other legal process. Please note that deleting the Beacon application does not automatically terminate any subscriptions or fees for which you may be liable. To cancel a subscription, please follow the instructions above. Also note that terminating your account may not automatically terminate any active paid subscriptions if you signed up using a third party (such as on the Apple App Store or Google Play Store). To terminate any subscriptions with which you signed up via a third party, you should follow the instructions provided by such third party.

    2. Our Rights. Notwithstanding anything to the contrary in these Terms, we retain the absolute right to immediately terminate your account if there is a justified reason to do so, such reason including if you or any Authorized Users are in breach of applicable laws, these Terms, applicable contractual provisions, or our guidelines or policies. We may also terminate your account if you misuse our Services or alter your Beacon System other than as instructed by us, use our Services in such a manner as to infringe upon the Intellectual Property Rights of Beacon and/or its subsidiaries and affiliates or any third party, if your account is inactive for an extended period, or if we are required to under a court order or governmental decree. Upon any such termination of your account initiated by us, you will remain obligated to pay all outstanding fees and charges relating to your use of our Services before termination, and we will give you a pro-rated refund of any of your paid-for, but unused, Services fees that will remain unused because of our termination under this method of termination. Termination of our Services may result in the forfeiture, deletion, and destruction of all information associated with your subscription or our Services, including Content.

13. Representations.

    1. General. Each Party represents and warrants that: (a) it has full power to enter into these Terms and to grant to the other Party the rights granted to such other Party under these Terms; (b) it has obtained all necessary corporate approvals to enter into and execute these Terms; and (c) its entering into these Terms and its performance of obligations under these Terms will not in any way conflict or violate any duty that it may have to any other person or entity, or under any agreement, commitment on its part, order, judgment, decree, rule, regulation or law to which such party is bound.

    2. Compliance with Laws. Each Party shall comply with all applicable laws relating in any way to its performance of its obligations under these Terms. You further agree to fully comply with all applicable export laws and regulations in any jurisdiction to ensure that neither our Services nor any technical data related thereto are exported or re-exported directly or indirectly in violation of, or used for any purposes prohibited by, such laws and regulations.

14. Intellectual Property.

    1. Beacon Property. Our Services, trademarks, and System Data (defined below), all reproductions, corrections, modifications, enhancements and improvements thereto, and all data related to your usage thereof, and all Intellectual Property Rights therein or relating thereto, including but not limited to, any modifications or custom features to our Services to be developed by us for your benefit, whether requested or instructed by you or not, are and will remain the exclusive property of us or our third-party licensors. Any rights therein not explicitly granted to you hereunder, are reserved to and shall remain solely and exclusively proprietary of us (or our third-party licensors).

    2. Your Property. As between you and us, you retain exclusive ownership of the Content. With respect to Content (including all related Intellectual Property Rights) you submit or make available for our Services, you grant us the following worldwide, royalty-free, nonexclusive, perpetual, irrevocable, sublicensable, and transferable license(s), as applicable: the license to use, store, delete, distribute, reproduce, modify, adapt, make derivative works of, publicly perform, and publicly display such Content on our Services and other third-party platforms in connection with providing you our Services, as permitted through the functionality of our Services and under these Terms.

    3. Feedback. Any error or bug reports, additional features, ideas, requests, feedback, recommendations, comments, concepts, and other requests or suggestions related to our Services (collectively, “Feedback”) that you may provide to us, will be solely owned by us. You hereby irrevocably assign and transfer any Intellectual Property Rights in such Feedback to us for no additional consideration.

    4. System Data. In connection with providing our Services, we may collect, disclose, publish, and use in any manner anonymous information which is derived from our Services and/or the Content (i.e., non-identifiable information, aggregated and analytics information) (“System Data”) to provide and improve our Services, our products and services, and for any other legitimate business purpose.

15. Confidentiality.

    1. Definition. “Confidential Information” means any information in any form or medium (whether oral, written, electronic, or other) disclosed or otherwise made available by one Party (the “Disclosing Party”) to the other Party (the “Receiving Party”), including but not limited to, information consisting of or relating to the Disclosing Party’s technology, trade secrets, know-how, business operations, plans, strategies, customers, pricing, and other information with respect to which the Disclosing Party has contractual or other confidentiality obligations, in each case whether or not marked, designated, or otherwise identified as confidential, but excluding System Data. Without limiting the foregoing, the Content is your Confidential Information, our Services is our Confidential Information, and the terms of these Terms are Confidential Information of both you and us.

    2. Confidentiality Obligations. The Receiving Party will not use the Disclosing Party’s Confidential Information except as necessary for the performance or enforcement of these Terms and will not disclose such Confidential Information to any third party except to those of its employees, subcontractors, and agents who have a bona fide need to know such Confidential Information for the performance or enforcement of these Terms; provided, that each such employee, subcontractor, and agent is bound by a written agreement or other obligation that contains use and disclosure restrictions consistent with the terms set forth in this Section 15. The Receiving Party will protect the Disclosing Party’s Confidential Information from unauthorized use and disclosure using efforts equivalent to the efforts that the Receiving Party ordinarily uses with respect to its own confidential information and in no event less than a reasonable standard of care. The provisions of this Section 15 will remain in effect during the term of these Terms and for a period of three (3) years after the expiration or termination of these Terms (except for obligations with respect to any Confidential Information that constitutes a trade secret, which shall remain in effect so long as such Confidential Information remains a trade secret under applicable law). Notwithstanding the above, either Party may confidentially disclose the terms of these Terms to actual or potential lenders, investors, or acquirers.

    3. Exclusions. The use and nondisclosure obligations and restrictions set forth in Section 15 will not apply to any information that: (a) is or becomes generally known to the public through no breach of these Terms by the Receiving Party; (b) is rightfully known by the Receiving Party at the time of disclosure; (c) is independently developed by the Receiving Party without use of or access to the Disclosing Party’s Confidential Information; or (d) the Receiving Party rightfully obtains from a third party who has the right to disclose such information without breach of any confidentiality obligation to the disclosing party.

    4. Governmental Orders. The provisions of this Section 15 will not restrict either Party from disclosing Confidential Information pursuant to the order or requirement of a court, administrative agency, or other governmental body; provided, that the Party required to make such a disclosure gives reasonable notice to the other Party to enable it to contest such order or requirement or limit the scope of such request. The Party responding to such an order or requirement will only disclose that information that is expressly required.

    5. Equitable Relief. The Receiving Party acknowledges that the disclosure of Confidential Information may cause substantial harm to the Disclosing Party that could not be remedied by the payment of damages alone. Accordingly, the Disclosing Party will be entitled to seek preliminary and permanent injunctive relief and other equitable relief in any relevant jurisdiction for any breach of this Section 15 or misuse of Confidential Information by the Receiving Party.

16. DISPUTE RESOLUTION BY BINDING ARBITRATION; CLASS ACTION WAIVER. PLEASE READ THIS PROVISION CAREFULLY. IT AFFECTS YOUR RIGHTS.

    1. SUMMARY. YOU UNDERSTAND AND AGREE THAT BY ENTERING INTO THESE TERMS, YOU AND BEACON ARE EACH AGREEING TO ARBITRATE ALL DISPUTES ON AN INDIVIDUAL BASIS AND ARE THEREFORE WAIVING THE RIGHT TO TRIAL BY JURY AND TO PARTICIPATE IN A CLASS ACTION.

    2. BINDING ARBITRATION. To the extent possible under applicable law, both you and Beacon agree to arbitrate any and all disputes or claims out of or relating to these Terms, any of our Services, or your relationship to Beacon. All disputes concerning whether a claim is subject to arbitration (including disputes about the interpretation, breach, applicability, enforceability, revocability, or validity of these Terms) will be decided by the arbitrator. Arbitration uses a neutral arbitrator instead of a judge or jury to resolve claims. Arbitration is less formal than a traditional court proceeding, and the arbitrator’s decision is subject to limited review by courts.

    3. JAMS. The arbitration will be governed and administered by the Streamlined Arbitration Rules and Procedures of Judicial Arbitration and Mediation Services, Inc. (“JAMS”) then in effect, by one commercial arbitrator with substantial experience in resolving intellectual property and consumer contract disputes, who will be selected from the appropriate list of JAMS arbitrators in accordance with the Streamlined Arbitration Rules and Procedures of JAMS. In the event ten (10) or more demands for arbitration that share common factual or legal issues are filed by the same counsel or counsel acting in coordination with one another, the JAMS Mass Arbitration Procedures and Guidelines then in effect, including as related to initial filing fees, will also apply. The right to arbitration under these Terms is protected by, and any arbitration will also be governed by, the Federal Arbitration Act (9 U.S.C. §§ 1 et seq.). Both you and Beacon agree that the Parties’ relationship involves interstate commerce. Judgment upon the award so rendered may be entered in a court having jurisdiction, or application may be made to such court for judicial acceptance of any award and an order of enforcement, as the case may be. Specifically excluded from application to these Terms is that law known as the United Nations Convention on the International Sale of Goods.

    4. EXCEPTIONS TO ARBITRATION. Notwithstanding the foregoing, each Party will have the right to institute an action in a court of proper jurisdiction for injunctive or other equitable relief pending a final decision by the arbitrator. For all purposes of these Terms, for any dispute between the Parties that is not subject to arbitration, the Parties consent to exclusive jurisdiction and venue in the United States Federal Courts located in the Northern District of Illinois.

    5. CLASS ACTION WAIVER. The Parties agree that they both give up the right to a jury trial, and that each may bring claims against the other only on an individual basis, and not as a plaintiff or class member in any purported class action lawsuit: CLASS ARBITRATIONS AND CLASS ACTIONS ARE NOT PERMITTED.

    6. OPTIONAL CLAUSE. THIS ARBITRATION PROVISION AND CLASS ACTION WAIVER ARE OPTIONAL. You may decline or opt out of this agreement to arbitrate by sending written and signed notice to support@beaconlight.co within thirty (30) calendar days of agreeing to these Terms.

17. Procedure for Making Claims of Copyright or Intellectual Property Infringement.

We respect the intellectual property of others, and we require our users to do the same. We may, in appropriate circumstances and at our discretion, disable and/or terminate the accounts of users who may be intellectual property infringers. If you believe that your work has been copied in a way that constitutes copyright infringement or your intellectual property rights have been otherwise violated, please provide us with the following information:

• an electronic or physical signature of the person authorized to act on behalf of the owner of the copyright or other intellectual property interest;

• a description of the copyrighted work or other intellectual property interest that you claim has been infringed;

• a description of where the material that you claim is infringing is located on the site;

• your address, telephone number, and email address;

• a statement by you that you have a good faith belief that the disputed use is not authorized by the copyright owner, its agent or the law; and

• a statement by you, made under penalty of perjury, that the above information in your notice is accurate and that you are the copyright or intellectual property owner or are authorized to act on the copyright or intellectual property owner's behalf.

Please mail this information to Beacon’s Copyright Agent designated to receive notifications of claimed infringement at support@beaconlight.co or write to us at 111 N. Wabash St., Suite #100 Box #3361, Chicago, IL 60602.

You acknowledge that if you fail to comply with all the requirements of this Section 17, your notice of (suspected) copyright or intellectual property infringement may not be valid.

1. Open-Source Software. Certain components of the software for our System may be subject to the GNU General Public License ("GPL") or other so-called open source licenses ("Open-Source Software"). Open-Source Software may not be subject to all of the restrictions in these Terms. You are free to use, modify, and distribute Open-Source Software that is subject to the GPL so long as you comply with the terms of the GPL (available at www.gnu.org/copyleft/gpl.html). For clarification, these Terms do not limit your rights under, or grant you rights that supersede, the license terms of any applicable Open-Source Software.

2. No Resale of Our Services. You agree not to reproduce, duplicate, copy, sell, trade, resell, or exploit for any commercial purposes any portion of our Services, use of our Services, or access to our Services.

3. Term and Termination.

   1. Term. These Terms are effective until terminated by the Parties in writing (including pursuant to any written term specified in an Order Form or other written agreement between you and us) or as specified herein; provided that these Terms shall apply to any extension or renewal of any subscription periods.

   2. Termination for Cause. Either Party may terminate these Terms or any Order Form upon written notice to the other Party if (a) the other Party commits a material breach of these Terms and fails to cure or remedy such breach within thirty (30) days after receiving written notice of such breach; or (b) one or more of the following events occur(s): (i) appointment of a trustee or receiver for all or any part of the assets of the other Party; (ii) insolvency or bankruptcy of the other Party; (iii) a general assignment by the other Party for the benefit of creditor(s); or (iv) dissolution or liquidation of the other Party, such termination shall be immediate.

   3. Notice. Termination notice shall be sent to the following e-mail addresses: (a) if to Beacon, support@beaconlight.co;and (b) if to Customer, the email provided by the Customer as part of the applicable Order Form or provided in your Beacon account.

   4. Consequences of Termination. Upon expiration or termination of these Terms, (a) your and your Authorized Users’ rights to access and use our Services will immediately terminate; (b) you and your Authorized Users will immediately cease all use of our Services; and (c) each Party will immediately return to the other Party or destroy all copies of the other Party’s Confidential Information in its possession or control, except for copies stored in backups, which shall continue to stay confidential.

   5. Customer Content and Marks. We reserve the right to (and if instructed in writing by you, we shall) permanently delete from our servers any Content that may be contained in your account at any time following termination of your account. We do not accept any liability for any deactivation of our Services or Content that is deleted in connection thereto. In addition, upon expiration or termination of these Terms, we will cease to use your name and/or logo (“Customer Marks”); provided, however, that (a) we will have a reasonable time to remove the Customer Marks from promotional materials; (b) we will be entitled to exhaust materials printed during the Term that include the Customer Marks; and (c) we will not be required to remove any such printed materials from circulation.

   6. Payment Obligations Post Termination. For the avoidance of doubt, expiration or termination for cause of these Terms by us, pursuant to Section 20.2 herein, shall not relieve you from your obligation to pay us any outstanding payments due to us, and we have the right to issue an invoice to you for any such outstanding payments. If these Terms are terminated by you, pursuant to Section 20.2 herein, we will refund you for any prepaid fees on a pro-rata basis as of the termination date.

   7. Survival. The provisions set forth in the following sections, and any other right or obligation of the Parties in this Agreement that, by its nature, should survive termination or expiration of this Agreement, will survive any expiration or termination of this Agreement: Section 2.2 (Restrictions on Use), Section 9 (System Requirements and Installation), Section 10 (Updates), Section 14 (Intellectual Property), Section 15 (Confidentiality), Section 16 (Dispute Resolution; Class Action Waiver), Section 19 (No Resale), Section 21.2 (Warranty Disclaimer), Section 21.3 (Third-Party Components), Section 22 (Indemnification), Section 24 (Limitation of Liability), and Section 25 (Miscellaneous).

4. Limited Warranty and Warranty Disclaimer.

   1. Limited Hardware Warranty. The Beacon System is covered under our Limited Hardware Warranty, the terms of which shall be provided with each Beacon System. 

   2. Warranty Disclaimer. TO THE EXTENT POSSIBLE UNDER GOVERNING LAW, OTHER THAN OUR LIMITED HARDWARE WARRANTY FOR THE BEACON SYSTEM, YOU UNDERSTAND AND AGREE THAT: (A) OUR SERVICES ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS; (B) WE MAKE NO WARRANTY THAT OUR SERVICES WILL MEET YOUR REQUIREMENTS OR THAT USE OF OUR SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE, NOR DO WE MAKE ANY WARRANTY AS TO THE ACCURACY OR RELIABILITY OF INFORMATION OBTAINED THROUGH OUR SERVICES (INCLUDING THIRD-PARTY CONTENT), THE ACCURACY AND RELIABILTY OF ANY TECHNOLOGY USED BY OUR SERVICES (INCLUDING THIRD PARTIES), THAT ANY DEFECTS IN OUR SERVICES WILL BE CORRECTED, OR THAT THE BEACON SYSTEM OR OUR SERVICES WILL BE COMPATIBLE WITH ANY OTHER SPECIFIC HARDWARE OR SERVICE; (C) WE ASSUME NO RESPONSIBILITY FOR AND SHALL NOT BE LIABLE FOR ANY DAMAGES CAUSED BY VIRUSES THAT MAY INFECT YOUR BEACON SYSTEM, COMPUTER SOFTWARE, OR OTHER HARDWARE; (D) WE MAKE NO GUARANTEE OR WARRANTY OF ANY KIND THAT OUR SERVICES PROVIDED WILL FULLY MITIGATE ANY VIRUS OR OTHER PATHOGEN; AND (E) WE AND OUR SUPPLIERS DISCLAIM ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, OR STATUTORY, REGARDING OUR SERVICES, INCLUDING ANY IMPLIED WARRANTY OF TITLE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NONINFRINGEMENT OF THIRD-PARTY RIGHTS. BECAUSE SOME JURISDICTIONS DO NOT PERMIT THE EXCLUSION OF IMPLIED WARRANTIES, THE PROVISION IN SECTION (E) OF THE PREVIOUS SENTENCE IN THIS SECTION MAY NOT APPLY TO YOU. BEACON HEREBY FURTHER EXPRESSLY DISCLAIMS ALL LIABILITY FOR ANY CLAIMS FOR SERVICE FAILURES THAT ARE DUE TO NORMAL PRODUCT WEAR, PRODUCT MISUSE, ABUSE, PRODUCT MODIFICATION, IMPROPER PRODUCT SELECTION, OR YOUR NON-COMPLIANCE WITH ANY AND ALL APPLICABLE FEDERAL, STATE, OR LOCAL LAWS OR THESE TERMS.

   3. Third-Party Components. Our Services may use or include third-party software, files and components that are subject to open-source and third-party license terms (“Third Party Components”). Your right to use such Third-Party Components as part of, or in connection with our Services is subject to any applicable acknowledgements and license terms accompanying such Third-Party Components contained therein or related thereto. If there is a conflict between the licensing terms of such Third-Party Components and these Terms, the licensing terms of the Third-Party Components shall prevail in connection with the related Third-Party Components. Such Third-Party Components are provided on an “AS IS” basis without any warranty of any kind and shall be subject to any and all limitations and conditions required by such third parties. You hereby agree to such terms associated with the Third-Party Components. Under no circumstances shall our Services or any portion thereof (except for the Third-Party Components contained therein) be deemed “open source” or “publicly available” software.

5. Indemnification.

   1. Customer Indemnification. You agree to defend, indemnify, and hold harmless Beacon and its Related Parties from any and all claims, suits or actions including related judgments, awards, liabilities, damages, losses, costs and expenses (including reasonable attorneys’ fees) and other expenses (collectively, the “Damages”), attributable to such claim awarded in final judgment against or paid in settlement by Beacon or its Related Parties, to the extent based on or arising from: (a) Customer’s and/or any Authorized User’s unauthorized access or use of our Services; (b) Customer’s and/or any Authorized User’s breach of these Terms; (c) Customer’s and/or any Authorized User’s gross negligence or willful misconduct; (d) any claim from a third party that the Content infringes any intellectual property, including any patent or any copyright or misappropriate any trade secret.

   2. Beacon Indemnification. Beacon will defend any suit or action brought against Customer to the extent that it is based upon a third-party claim that our Services, as provided by Beacon to Customer, infringe any intellectual property, including any patent or any copyright or misappropriate any trade secret (“IP Claim”), and will pay any costs, damages and reasonable attorneys’ fees attributable to such claim awarded in final judgment against or paid in settlement by Customer. Notwithstanding foregoing, Beacon will have no liability for any IP Claim to the extent that it results from: (a) any modification of our Services by anyone other than Beacon; (b) the combination, operation or use of our Services with software or data (including without limitation the Content) not supplied by Beacon, if a claim would not have occurred but for such combination, operation or use; or (c) Customer’s or its Authorized Users’ use of our Services other than in accordance with these Terms or the documentation related to our Services provided by Beacon.

   3. Beacon Rights in an IP Claim. If Customer’s use of our Services is, or in Beacon’s opinion is likely to be, subject to an IP Claim, then Beacon may, at its sole option and expense: (a) replace or modify the applicable Services to make them non-infringing and of equivalent functionality; (b) procure for Customer the right to continue using our Services under the terms of these Terms; or (c) if Beacon is unable to accomplish either (a) or (b) despite using its reasonable commercial efforts, terminate Customer’s rights and Beacon’s obligation under these Terms with respect to such Services and refund to Customer a pro-rata portion of the fees paid for the remaining Term during which Customer would have had access to our Services.

   4. Indemnification Procedures. The indemnifying party’s indemnification undertakings above, shall be conditioned upon the following: (a) the indemnifying party shall be given prompt written notice of the claim by the indemnified party promptly upon its receipt; (b) the indemnified party shall act in good faith and use commercially reasonable efforts to cooperate with the indemnifying party; (c) the indemnifying party, at its cost and expense, shall take over the claim and assume the defense; and (d) the indemnified party shall not make any admission, file any papers, consent to the entry of any judgment or enter into any compromise or settlement without the express prior written consent of the indemnifying party.

   5. Sole Remedy. THE FOREGOING STATES THE ENTIRE OBLIGATION OF BEACON AND ITS RELATED PARTIES WITH RESPECT TO ANY ALLEGED OR ACTUAL IP CLAIM.

6. No Third-Party Beneficiaries. You agree that, except as otherwise expressly provided in these Terms, there will be no third-party beneficiaries to these Terms.

7. Limitations of Liability.

BEACON SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY, OR PUNITIVE DAMAGES (INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF BUSINESS, LOSS OF USE, LOSS OF GOODWILL, LOSS OF DATA, LOST PROFITS OR OTHER INTANGIBLE LOSSES), UNDER ANY THEORY OF LAW INCLUDING UNDER CONTRACT, NEGLIGENCE, STRICT LIABILITY, BREACH OF ANY STATUTORY DUTY, OR OTHERWISE ARISING OUT OF OR RELATING IN ANY WAY TO OUR SERVICES PROVIDED TO CUSTOMER (EVEN IF BEACON HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND EVEN IF A REMEDY FAILS OF ITS ESSENTIAL PURPOSE).

NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, BEACON’S TOTAL AGGREGATE LIABILITY TO CUSTOMER OR ANY OTHER PARTY FOR ANY CAUSE WHATSOEVER AND REGARDLESS OF THE FORM OF THE ACTION, WILL AT ALL TIMES BE LIMITED TO THE AMOUNTS ACTUALLY RECEIVED BY BEACON FROM THE CUSTOMER FOR ALL SERVICES PROVIDED TO THE CUSTOMER DURING THE TWELVE (12) MONTHS PRECEDING THE CIRCUMSTANCES FIRST GIVING RISE TO THE CLAIM OF LIABILITY. THIS LIMITATION OF LIABILITY IS CUMULATIVE, WITH ALL PAYMENTS FOR CLAIMS OR DAMAGES IN CONNECTION WITH THESE TERMS BEING AGGREGATED TO DETERMINE SATISFACTION OF THE LIMIT. THE EXISTENCE OF ONE OR MORE CLAIMS SHALL NOT ENLARGE THE LIMIT.

Some states and countries do not allow the exclusion or limitation of incidental or consequential damages, so the above limitation or exclusion may not apply to you.

The Customer agrees that regardless of any statute or law to the contrary, any claim or cause of action it may have arisen out of or related to the use of our Services or otherwise under these Terms must be filed within two (2) years after such claim or cause of action arose or the Customer hereby agrees to be forever barred from bringing such claims.

These Terms of Service shall not confer any rights or remedies upon any person or entity on behalf of the Customer other than the Customer.

1. Miscellaneous.

   1. Entire Agreement. These Terms, an Order Form, and any additional terms we provide for any particular Services constitute the entire agreement between you and Beacon and govern your use of our Services superseding any prior agreements between you and Beacon with respect to our Services. You may also be subject to additional terms and conditions that may apply when you use or purchase certain other of our Services, affiliate services, third-party content, or third-party software. Those additional terms will control in the event of a conflict with these Terms and only to the extent of the conflict.

   2. Waiver. Our failure to exercise or enforce any right or provision of these Terms will not constitute a waiver of such right or provision.  

   3. Severability. If any provision of these Terms is, for any reason, held to be invalid or unenforceable, the other provisions of these Terms will be unimpaired, and the invalid or unenforceable provision will be deemed modified so that it is valid and enforceable to the maximum extent permitted by law.

   4. Governing Law. This Agreement is governed by and construed in accordance with the internal laws of the State of Delaware without giving effect to any choice or conflict of law provision or rule that would require or permit the application of the laws of any jurisdiction other than those of the State of Delaware.

   5. No Right of Survivorship and Non-Transferability. You agree that your Beacon account is nontransferable and any rights to your account or the contents within your account terminate upon your death.

   6. Relationship. Nothing contained herein will in any way constitute any association, partnership, agency, employment or joint venture between the Parties, or be construed to evidence the intention of the Parties to establish any such relationship. Neither Party will have the authority to obligate or bind the other in any manner, and nothing herein contained will give rise or is intended to give rise to any rights of any kind to any third parties.

   7. Publicity. Unless you provide us with written notice to the contrary or of any reasonable restrictions or requirements, you agree that we may disclose that you are a customer of us, and we may use your name(s) and logo(s) in connection with our marketing or advertising.

   8. Force Majeure. Our obligation to provide our Services will be suspended immediately and without prior notice in the event of force majeure situations, including but not limited to (i) the telephone lines, network, equipment, other communication devices and/or software are destroyed, damaged or for any reason inoperable, or (ii) war (whether declared or undeclared), fire, flood, extreme weather, accident, explosion, terrorism, epidemic, governmental order, regulation, restriction or priority, industrial unrest, or any other cause for the duration of the interrupted service. If possible then we will notify you prior to the suspension our Services. 

   9. International Issues. Our Services may be subject to U.S. export control laws and may be subject to export or import regulations in other countries. You agree not to export, reexport, or transfer, directly or indirectly, any technical data acquired from Beacon, or any products utilizing such data, in violation of the United States export laws or regulations. You represent and warrant that (i) you are not located in a country that is subject to a U.S. Government embargo or that has been designated by the U.S. Government as a “terrorist supporting” country, and (ii) you are not listed on any U.S. Government list of prohibited or restricted parties, including the Specially Designated Nationals List.

   10. Interpretation. For purposes of these Terms: (a) the words “include,” “includes” and “including” are deemed to be followed by the words “without limitation”; (b) the word “or” is not exclusive; (c) the words “herein,” “hereof,” “hereby,” “hereto” and “hereunder” refer to these Terms as a whole; (d) words denoting the singular have a comparable meaning when used in the plural, and vice versa; and (e) words denoting any gender include all genders. Unless the context otherwise requires, references in these Terms: (x) to sections, exhibits, schedules, attachments, and appendices mean the sections of, and exhibits, schedules, attachments, and appendices to, these Terms; (y) to an agreement, instrument or other document means such agreement, instrument or other document as amended, supplemented and modified from time to time to the extent permitted by the provisions thereof; and (z) to a statute means such statute as amended from time to time and includes any successor legislation thereto and any regulations promulgated thereunder. The headings in these Terms are for convenience and shall not be construed in the interpretation hereof. The Parties intend this Agreement to be construed without regard to any presumption or rule requiring construction or interpretation against the Party drafting an instrument or causing any instrument to be drafted.