Terms of Service - BeamShell

LAST UPDATED: January 15, 2025

These terms of service ("Terms") govern your ("Customer") use of the services ("System") offered by SHV Labs, LLC ("SHV Labs"), including the proprietary software, interfaces, and APIs provided to access the System (the "Software" and together with the System, the "Services"). Customer agrees that it has read, understands, and agrees to these Terms, and the terms of any subscription that Customer enters into through SHV Labs' online check out (each a "Subscription"). In the event of a conflict between these Terms and a Subscription or exhibit, the following order of precedence will govern: the Terms, the Subscription, and then the other exhibits, if any.

IF CUSTOMER ENTERS INTO A SUBSCRIPTION, THEN THE SUBSCRIPTION WILL BE AUTOMATICALLY RENEWED FOR ADDITIONAL PERIODS AT SHV LABS' THEN-CURRENT FEE FOR SUCH SUBSCRIPTION UNLESS AND UNTIL CUSTOMER TERMINATES THE SUBSCRIPTION IN ACCORDANCE WITH SECTION 9 (TERM AND TERMINATION) BELOW.

Services and License.

a) Services. SHV Labs hereby grants Customer the right to access the Services via the web-based platform available at a URL specified by SHV Labs in accordance with the terms and conditions described in the applicable Subscription or other written confirmation provided by SHV Labs (the "Scope of Use") for the term specified therein (the "Term"). The Services are provided on an "as is" basis.

b) Modification. The Services are subject to modification from time to time at SHV Labs' sole discretion. SHV Labs reserves the right to suspend Customer's access to the Services without prior notice or liability, for any reason whatsoever, including without limitation breach of these Terms by Customer.

c) Customer Data. Customer hereby grants to SHV Labs a limited, non-exclusive, non-transferable (except as permitted in Section 10), royalty-free license during the Term to reproduce, translate, encode, and use the Customer Data for the purpose of providing and improving the Services to Customer and to fulfill SHV Labs' obligations under these Terms.

d) Software License. To the extent that use of the Services requires Customer to install any client Software applications, SHV Labs hereby grants Customer a limited non-exclusive, non-transferable (except as permitted in Section 10), royalty-free license during the Term to install such Software to use the Services.

e) Open Source Software. Certain items of independent, third-party code may be included in the Software that are subject to the GNU General Public License ("GPL") or other open source licenses ("Open Source Software"). Such Open Source Software is licensed under the terms of the license that accompanies such Open Source Software. Nothing in these Terms limits Customer's rights under, or grants Customer rights that supersede, the terms and conditions of any applicable license for such Open Source Software.
Responsibilities.

a) Restrictions. Customer will not, and will not permit any third party to, (a) reverse engineer, decompile, decrypt, extract, disassemble or otherwise attempt to discover the source code of the Software, (b) modify, translate, or create derivative works based on the Software, (c) attempt to gain unauthorized access to any portion of the Services, (d) interfere with or disrupt the Services or servers connected to the Services, or (e) alter, modify, change, remove, or otherwise transform or vary any copyright, trademark, or other intellectual property notices included in the Software or on the Services. Customer shall not use the Services for any commercial purpose unless permitted by SHV Labs in the applicable Subscription. Customer shall not use the Services in violation of any applicable laws or regulations, including but not limited to any export restrictions, laws or regulations of the United States Department of Commerce, the United States Department of Treasury Office of Foreign Assets Control, or any other United States or foreign agency or authority.

b) Customer Data. Customer shall be exclusively responsible for creating, modifying, entering or reentering all data, content, and other information uploaded to the System via the Services ("Customer Data"). Customer is responsible for properly configuring and using the Services and taking its own steps to maintain appropriate security, protection and backup of Customer Data to protect Customer Data from unauthorized access. Customer is responsible for routine archiving of Customer Data. Furthermore, Customer acknowledges and agrees that SHV Labs may use and share Customer Data as set forth in its Privacy Policy (https://beamshell.com/privacy), which may be updated from time to time, and for SHV Labs' legitimate business purposes.

c) Access. Customer will be solely responsible for maintaining the security of any usernames and passwords granted to Customer to access the Services ("Access Credentials") and Customer shall be liable and responsible for all uses of Customer's Access Credentials.

d) Cooperation. Customer will cooperate with SHV Labs in connection with the performance of these Terms by making available such personnel and information as may be reasonably requested by SHV Labs.
Ownership.

a) "IP Rights" means all forms of intellectual property rights and protections throughout the world, including, but not limited to, any (i) patents (including any patent applications, together with all reissuances, continuations, continuations-in-part, revisions, extensions and reexaminations thereof), (ii) copyrights, (iii) Internet domain names, trademarks, services marks, and trade dress, together with all goodwill associated therewith, (iv) trade secrets, (v) rights in databases and designs (ornamental or otherwise), (vi) moral rights, rights of privacy, rights of publicity and similar rights, and (vii) and any other proprietary rights and protections, whether currently existing or hereafter developed or acquired, whether published or unpublished, arising under statutory law, common law, or by contract, and whether or not perfected, including all applications, disclosures and registrations with respect thereto.

b) Ownership by SHV Labs. As between the parties, SHV Labs and its suppliers shall retain all right, title and interest in and to the Software, Systems and Services and all improvements thereto, including all IP Rights therein.

c) Ownership by Customer. As between the parties, Customer owns all right, title, and interest in and to the Customer Data, including all IP Rights therein.

d) Removal of Data. Prior to the last day of the Term, Customer shall promptly remove all Customer Data from the System. Customer acknowledges and agrees that SHV Labs shall have no liability to Customer or any third party for deletion of any Customer Data from the System following the date of termination or expiration of Customer's right to access and use the Services.
Payment.

a) Third-Party Service Provider. SHV Labs uses Stripe, Inc. and its affiliates as its third-party service provider for payment services (e.g., card acceptance, merchant settlement, and related services) ("Third-Party Service Provider"). When Customer enters into a Subscription, Customer will be required to provide payment details and any additional information required to complete the purchase directly to our Third-Party Service Provider. Customer agrees to be bound by Stripe's Privacy Policy (currently accessible at https://stripe.com/us/privacy) and its Terms of Service (currently accessible at https://stripe.com/ssa) and hereby consents and authorizes SHV Labs and Stripe to share any information and payment instructions provided with one or more Third-Party Service Provider(s) to the minimum extent required to complete the transactions.

b) Fees. Customer will pay the fees for the Scope of Use agreed to in the applicable Subscription (the "Fees"). All payments will be made in accordance with the payment schedule described in the applicable Subscription and will be due within thirty (30) days of invoice. SHV Labs reserves the right to modify its Fees at the expiration or termination of the Term of the applicable Subscription.
Disclaimer.

EXCEPT AS OTHERWISE SPECIFICALLY STATED IN THESE TERMS, THE SERVICES ARE PROVIDED "AS-IS," AND "AS AVAILABLE" WITHOUT WARRANTIES OF ANY KIND, INCLUDING ANY WARRANTY THAT THE SERVICES WILL BE UNINTERRUPTED, OR ERROR FREE, OR THAT ANY CONTENT, INCLUDING CUSTOMER CONTENT OR THIRD-PARTY CONTENT, WILL BE SECURE OR NOT OTHERWISE LOST OR DAMAGED. SHV LABS AND ITS SUPPLIERS HEREBY DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT.
Limitation of Liability.
EXCEPT FOR A PARTY'S INDEMNIFICATION OBLIGATIONS, BREACHES OF CONFIDENTIALITY (EXCLUDING CLAIMS OF DATA LOSS OR DAMAGE), NEITHER PARTY, NOR SHV LABS' SUPPLIERS, WILL BE LIABLE FOR ANY INDIRECT, SPECIAL, PUNITIVE, EXEMPLARY, OR CONSEQUENTIAL DAMAGES, INCLUDING WITHOUT LIMITATION, LOST PROFITS, LOSS OF DATA, COSTS OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, OR LOST SAVINGS, EVEN IF SUCH PARTY IS INFORMED OF THEIR POSSIBILITY (SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE EXCLUSION OR LIMITATION MAY NOT APPLY).

EXCEPT FOR PAYMENTS MADE PURSUANT TO THE PARTIES' INDEMNIFICATION OBLIGATIONS, OR BREACHES OF CONFIDENTIALITY (EXCLUDING CLAIMS OF DATA LOSS OR DAMAGE), THE TOTAL LIABILITY OF EITHER PARTY, WHETHER BASED IN CONTRACT, TORT (INCLUDING NEGLIGENCE OR STRICT LIABILITY), OR OTHERWISE, WILL NOT EXCEED, IN THE AGGREGATE, THE GREATER OF (A) TEN THOUSAND DOLLARS OR (B) THE FEES PAID TO SHV LABS HEREUNDER IN THE TWELVE MONTH PERIOD ENDING ON THE DATE THAT A CLAIM OR DEMAND IS FIRST ASSERTED. THE FOREGOING LIMITATIONS WILL APPLY NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY. IN NO EVENT SHALL SHV LABS' SUPPLIERS HAVE ANY LIABILITY ARISING OUT OF OR IN ANY WAY CONNECTED TO THESE TERMS.
Term and Termination.

a) Term. These Terms shall be effective upon your first access or use of the Services and shall continue until terminated by either party as permitted in these Terms.

b) Termination for Cause. Either party will have the right to terminate these Terms for breach of any material term or condition of these Terms and failure to cure such breach within thirty (30) days after written notice.

c) Effect of Termination. The following provisions will survive termination or expiration of these Terms: Sections 3 and 5-8.
General.

The parties disclaim the application of the United Nations 1980 Convention on contracts for the International Sale of Goods. These Terms are governed by the laws of the State of California, other than such laws, rules, regulations and case law that would result in the application of the laws of a jurisdiction other than the State of California. The parties hereby submit to the jurisdiction of the state and federal courts located in Santa Clara County, California and agree that such courts shall be the exclusive forum for the resolution of any disputes related to these Terms. If any provision of these Terms is ruled invalid, such invalidity shall not affect the validity of the remaining portions of these Terms. We reserve the right to modify or replace these Terms at any time. If a revision is material, we will make reasonable efforts to provide at least 30 days' notice prior to any new terms taking effect.