BeaconLive Standard Terms & Conditions (Rev 1.3.23)

  1. Services: The Services are outlined on Schedule A attached hereto, which is incorporated herein and made a part hereof.
  2. Term and Renewals:  The initial term of this Service Contract shall be twelve (12) months from the Start Date reflected in the first page of the Service Contract. Upon expiration of the initial term, this Service Contract shall automatically renew for successive 12-month terms, unless Customer or BeaconLive provides written notice of cancellation to the other party (at the address set forth on Page 1 hereof) at least thirty (30) days prior to the expiration of any applicable term. Notwithstanding the above, either party may terminate the Service Contract for breach in accordance with Section 3.
  3. Termination. In the event of any termination of this Service Contract by BeaconLive or Customer in accordance with the terms hereof, BeaconLive shall refund to Customer (on a pro rata basis as of the date of termination) any service fees that have been prepaid by Customer for services suspended by BeaconLive, all rights and licenses granted to either party hereunder shall immediately terminate, and each party shall promptly deliver to the other any and all materials provided by either party to the other under this Service Contract. Either party shall have the right to terminate this Service Contract in the event of the other party’s default of any of its obligations under this Service Contract (including BeaconLive’s provision of Services in accordance with Schedule A), which is not cured within thirty (30) days following the a party’s written notice to the other party of such default. 
  4. Payment Terms:  Customer agrees to pay BeaconLive for the Services outlined in Schedule A, at the rates and according to any additional terms of service as set forth in Schedule A. In the event of a conflict between any terms herein and in Schedule A, the terms of Schedule A shall control. Charges for use of Services, including any minimum charges, shall be invoiced in such manner as stated on Schedule A, or if not therein provided, shall be invoiced at the end of each thirty (30) day billing cycle, and, in all cases, payments are due upon receipt of invoice.  Past-due balances not reasonably disputed in good faith as provided in Section 7 of this Service Contract shall be subject to an interest charge of 1.0% per month computed from the due date of each invoice previously issued, or the maximum rate legally permitted, whichever is less.
  5. Taxes:  Customer will pay, and BeaconLive reserves the right to collect in arrears, all sales, use, consumption, goods and services, excise or other taxes, fees, surcharges, charges for universal support mechanisms (including without limitation any and all federal or state Universal Service Fund charges) or other charges of any nature whatsoever, now or hereafter imposed or assessed on BeaconLive, by any foreign, federal, state/provincial, county or local government authority upon or with respect to the Services provided. If Customer claims exemption from charges, Customer must provide BeaconLive with a current, valid exemption certificate from the applicable regulatory authority.
  6. Credit/Debit Cards/ACH: Notwithstanding any other provision herein, for any fees and/or charges paid by credit or debit cards, Customer agrees if payment is not received by BeaconLive from the card issuer or its agents, Customer will pay all amounts due upon demand by BeaconLive. Each time Customer uses the Services, or allows or causes the Services to be used, Customer agrees and reaffirms that BeaconLive is authorized to charge Customer's designated card or process an ACH payment in connection with the Services. CUSTOMER FURTHER AGREES THAT BeaconLive MAY SUBMIT ADDITIONAL CHARGES FOR USE OF THE SERVICES EACH MONTH, QUARTER OR YEAR, AS APPLICABLE, IN ACCORDANCE WITH THIS SERVICE CONTRACT, WITHOUT FURTHER AUTHORIZATION FROM CUSTOMER, until Customer provides prior written notice (in accordance with BeaconLive’s verification procedures, as may be established by BeaconLive from time to time in its sole discretion) that Customer terminates this authorization or desires to change its designated credit or debit card. Such notices will not affect charges submitted before BeaconLive reasonably could act on such notice. When Customer provides its card information to BeaconLive (or its designated licensees or subcontractors), Customer represents and warrants to BeaconLive that Customer is the authorized user of Customer's designated card. Customer agrees to promptly notify BeaconLive of any changes to Customer's designated card account number, its expiration date or Customer's billing address, as applicable, and Customer agrees to notify BeaconLive if such designated card expires or is cancelled for any reason. For the avoidance of doubt, the designated card account holder is responsible for all charges incurred, including applicable taxes, and all purchase made by such account holder or anyone that uses the card. WITHOUT LIMITING ANY OTHER REMEDY HEREIN, IF RECURRING FEEES ARE NOT PAID IN A TIMELY MANNER, OR IF BEACONLIVE IS UNABLE TO PROCESS CUSTOMER'S TRANSACTION(S) USING THE DESIGNATED CARD INFORMATION PROVIDED, BEACONLIVE RESERVES THE RIGHT TO SUSPEND THE PROVISION OF SERVICES AT ANY TIME AND/OR TERMINATE THE SERVICES IN ACCORDANCE WITH SECTION 3.
  7. Disputes/Collection Costs.  Customer shall pay any collection costs, including reasonable attorneys’ fees, and other expenses incurred by BeaconLive to collect any such sums due under this Service Contract. Customer must provide BeaconLive with written notice (sent in accordance with Section 17 of this Service Contract) of any charge disputed in good faith, with supporting documentation, within thirty (30) days from the date of invoice, or Customer will be deemed to agree to such charges and no adjustments to charges or invoices will be made. Customer remains responsible to pay charges not reasonably disputed in good faith as herein provided by the due date.
  8. License:  Subject to Customer's compliance with the terms and conditions of this Service Contract, BeaconLive hereby grants Customer a non-exclusive license during the applicable Term to use the Services. Except as specifically set forth herein, BeaconLive and/or its suppliers retain all right, title, and interest, including all intellectual property rights, relating to or embodied in the Services, including without limitation all technology, telephone numbers, web addresses, software, or systems relating to the Services. Customer agrees not to reverse engineer, decompile, disassemble, translate, or attempt to learn the source code of any software related to the Services. Other than using the Services for conferences, webinars or meetings in which Customer is an active participant, Customer may not resell the Services or otherwise generate income from the Services.
  9. Customer’s Responsibilities: Customer acknowledges that BeaconLive has no control over the content of information transmitted by Customer through the Services (whether visual, written or audible) and that BeaconLive does not examine the use to which Customer puts the Services or the nature of the information Customer or Customer’s users send or receive. Customer shall comply with all applicable foreign, federal, state/provincial and local laws relating to use of the Services under this Service Contract (including without limitation, export and control laws and regulations).
Customer warrants and represents that it is the owner or licensee of any content that it uploads, records or otherwise transmits through the Services, including but not limited to photographs, caricatures, illustrations, designs, icons, articles, text, audio clips, and video clips. Customer warrants and represents it will not publish, post, upload, record or otherwise transmit any content that: (i) infringes any third party's copyright, patent, trademark, trade secret or other proprietary rights or rights of publicity or privacy; (ii) violates any law, statute, ordinance or regulation (including without limitation the laws and regulations governing export control, unfair competition, anti-discrimination or false advertising); (iii) is defamatory, trade libelous, unlawfully threatening or unlawfully harassing; (iv) is profane, indecent, obscene, harmful to minors or child pornographic; (v) contains any viruses, Trojan horses, worms, time bombs, cancelbots, corrupted files or other computer programming routines that are intended to damage, detrimentally interfere with, surreptitiously intercept or expropriate any system, data or personal information or property of another; or (vi) is materially false, misleading or inaccurate.
 
Customer acknowledges and agrees that it is responsible for maintaining the confidentiality of Customer's accounts, owner numbers, conference codes, passwords and personal identification numbers used in conjunction with the Services and for all uses of the Services in association with Customer's accounts whether or not authorized by Customer. BeaconLive does not sell products or services for children under the age of 18, and Customer will not allow children under the age of 18 to use the Services without the involvement of a parent or guardian. Customer agrees to immediately notify BeaconLive of any unauthorized use of Customer's account of which Customer become aware.
 
Customer acknowledges that BeaconLive does not provide traditional telephone service, and the services are not intended to support or carry any emergency calls to any emergency services of any kind. Customer will make additional arrangements in order to access emergency services. Additionally, use of conference recording or taping any use of the Services may subject Customer to laws or regulations. Customer acknowledges and agrees that Customer may not record or tape any web, video or telephone conversation in connection with the services unless Customer is in compliance with all laws relating to the recording of communications and protecting the privacy of communication for all parties to the conversation. BeaconLive has not and is not expected to provide Customer with any analysis, interpretation or advice regarding Customer's compliance with the above, and Customer is solely responsible and obligated to provide any required notifications to participants prior to commencement of conferences.
 
Customer acknowledges and grants permission to BeaconLive, LLC to use the Company’s name and logo in each of their marketing materials and bid documentation.
  1. Indemnity:  Customer agrees to indemnify and hold harmless BeaconLive, and the officers, directors, employees, partners, principals, agents and representatives of BeaconLive, from, against and in respect of any and all demands, claims, actions, causes of action, liabilities, losses and expenses, including reasonable attorneys' fees, arising out of or relating to any third party claim caused by (a) Customer’s participation in or use of the BeaconLive Services, (b) any breach by Customer of any covenant, representation or warranty made by it in this Service Contract; (c) any claims that any materials provided by Customer to BeaconLive and used in connection with the Services violate the intellectual property rights of any third parties, defame any third parties, constitute impermissible hate speech or otherwise violate any rights of free speech or any other rights of any third parties; provided that BeaconLive (i) promptly notifies Customer of all such claims and proceedings, (ii) permits Customer to control the investigation, defense and settlement of all such claims and (iii) provides Customer with reasonable cooperation in the defense and/or settlement of such claims.  Notwithstanding the foregoing, Customer shall have no obligation under this Section 10 with respect to any claim based upon (x) the operation of the BeaconLive software or transmission capabilities unrelated to Customer’s participation therein or use thereof, (y) alleged infringement of any third party’s intellectual property rights by any of the Services not caused by material provided by Customer or (z) any use by BeaconLive of material provided by Customer outside the scope of the Services.   BeaconLive agrees to indemnify and hold harmless Customer, and its officers, directors, employees, partners, principals, agents and representatives of Customer from, against and in respect of any and all demands, actions, causes of action, liabilities, losses and expenses, including reasonable attorneys’ fees, arising out of or relating to any third party claim excluded by the foregoing sentence. The foregoing defense and indemnification obligations will survive any termination of this Service Contract.
  2. Modifications and Releases. From time to time after the date of this Service Contract, new releases may be prepared and installed to the BeaconLive software/service platform that add, enhance or change the features and services of the platform. Customers shall be entitled to use, if they choose, any new features and services added to the platform. Customer shall not be incrementally charged for features comparable to those already in use by Customer, but additional charges may or may not be applicable for new features and services and Schedule A hereto may be updated accordingly. BeaconLive reserves the right to withdraw, suspend or discontinue any functionality or feature of the BeaconLive platform and reserves the right to introduce new products that are not part of the current platform.
  3. Assignment:  This Service Contract may be assigned by BeaconLive, without Customer’s consent, to (i) a parent, subsidiary, affiliate, division or corporation controlling, controlled by or under common control with BeaconLive; (ii) a successor corporation related to BeaconLive by merger consolidation, bankruptcy reorganization or government action; or (iii) a purchaser of substantially all of BeaconLive’s assets. Notwithstanding such termination, the indemnities, warranties and representations set forth herein shall remain in full force and effect.  No other assignment hereof shall be permitted without the parties’ written consent and any such purported assignment shall be null and void, ab initio.
  4. Jurisdiction/Venue:  The interpretation and enforcement of this Service Contract shall be governed by the laws of the State of Massachusetts, without recourse to its conflicts of laws principles. The parties hereby irrevocably consent and agree that any legal action, suit, or proceeding arising out of or in any way in connection with this Service Contract may be instituted or brought in the courts of the State of Massachusetts, or the United States Courts for Massachusetts.  Both parties further agree that final judgment against it in any such legal action, suit or proceeding and may be enforced in any other jurisdiction, within or outside the United States of America, by suit on the judgment, a certified or exemplified copy of which shall be conclusive evidence of the fact and the amount of the liability. 
  5. Merger/Survival:  All provisions which must survive in order to give effect to their meaning shall survive any expiration or earlier termination of this Service Contract, including, without limitation all of Customer’s representations, warranties and indemnification obligations.  This Service Contract (including the cover page, these Additional Provisions and Schedule A hereto) constitutes the entire understanding of the parties with respect to the subject matter hereof. There are no understandings, agreements, conditions or representations, oral or written, express or implied, with reference to the subject matter hereof, that are not merged herein, expressly referenced herein, or superseded hereby.
  1. Disclaimers:  THE SERVICES, INFORMATION, CONTENT, AUDIO TRANSMISSIONS OR OTHER DATA OF ANY KIND OR NATURE MADE AVAILABLE OR PROVIDED BY BEACONLIVE PURSUANT TO THIS SERVICE AGREEMENT (COLLECTIVELY, "BEACONLIVE CONTENT") ARE PROVIDED "AS IS", AND ALL REPRESENTATIONS AND WARRANTIES, EITHER EXPRESS OR IMPLIED ARE DISCLAIMED, INCLUDING WITHOUT LIMITATION, WARRANTIES OF TITLE, NON-INFRINGEMENT, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.  BEACONLIVE MAKES NO WARRANTY, REPRESENTATION OR GUARANTY AS TO THE CONTENT, SEQUENCE, ACCURACY, TIMELINESS OR COMPLETENESS OF THE BEACONLIVE CONTENT OR THAT THE BEACONLIVE CONTENT MAY BE RELIED UPON FOR ANY REASON.  BEACONLIVE MAKES NO WARRANTY, REPRESENTATION OR GUARANTY THAT USE OF THE BEACONLIVE CONTENT OR THE SERVICES WILL BE UNINTERRUPTED, SECURE, VIRUS-FREE OR ERROR-FREE OR THAT ANY DEFECTS CAN BE CORRECTED. CUSTOMER SPECIFICALLY ACKNOWLEDGES THAT BEACONLIVE SHALL NOT BE LIABLE FOR CONTENT SUBMITTED BY THE CUSTOMER, ITS USERS OR RELATED PARTIES OR THE DEFAMATORY, OFFENSIVE, OR ILLEGAL CONDUCT OF ANY THIRD PARTY AND THAT THE RISK OF HARM OR DAMAGE FROM THE FOREGOING RESTS ENTIRELY WITH CUSTOMER. WITHOUT LIMITING THE FOREGOING PROVISIONS OF THIS SECTION 15, BUT EXCLUDING EACH PARTY’S RESPECTIVE OBLIGATIONS UNDER SECTION 10, EACH PARTY SHALL HAVE NO LIABILITY FOR ANY LOSSES OR INJURIES, WHETHER IN CONTRACT, TORT, WARRANTY OR OTHERWISE FOR ANY LOST PROFITS OR SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES.
  2. Security:  Customer agrees to accept responsibility for all activities that occurs under its account username(s) or password(s). Customer is responsible for maintaining the confidentiality of its account username(s) and password(s), and for restricting access to its account(s).
BeaconLive is committed to protecting the security of the Service.  BeaconLive uses commercially reasonable efforts to ensure data transmitted by the Service is secure. The BeaconLive service is constantly scanned and validated to verify network security. All internal security standards, policies and practices are frequently reviewed and improved based on current industry security practices.
Customer agrees that it (i) shall never share its account username(s) or password(s); (ii) will create only secure password(s) for the Service (i.e. a password that are at least 7 characters long and includes a mix of letters, numbers and special symbols); (iii) will avoid using easily identifiable or personal information as passwords; (iv) will be cautious about using a public computer, as they may contain software designed to steal information; and (v) will install antivirus and firewall software on its computers to help protect from phishing scams and viruses.
If Customer suspects that any account information has been compromised Customer will contact BeaconLive customer support immediately for assistance.
  1. Miscellaneous:  BeaconLive shall comply with all applicable laws and regulations in its performance of the Services under this Service Contract.  In the event that any provision of this Service Contract is held by a court or other tribunal of competent jurisdiction to be illegal, invalid or unenforceable, such provision shall be limited or eliminated to the minimum extent necessary so that this Service Contract shall otherwise remain in full force and effect and enforceable.  All notices shall be in writing and deemed duly given if delivered in person or sent by registered or certified mail, postage prepaid, or by commercial overnight courier with tracking capabilities, addressed as set forth on Page 1 hereof, or to such other address as may be provided by written notice in accordance with the foregoing.  The prevailing party in any action to enforce or interpret this Service Contract shall be entitled to an award of its reasonable attorneys’ fees and court costs.  No modification of this Service Contract will be binding upon either party unless made in writing and signed by a duly authorized representative of both parties.  The failure of the either party to require performance by the other party of any provision hereof shall not affect the full right to require such performance at any time thereafter; nor shall the waiver by either party of a breach of any provision hereof by the other party be taken or held to be a waiver of the provision itself.

Except as otherwise expressly provided herein, including Section 15 hereof, all remedies provided for in this Service Contract shall be cumulative and in addition to and not in lieu of any other remedies available to either party at law, in equity, or otherwise. Customer acknowledges that BeaconLive is an independent contractor, and no agency, partnership, joint venture, employee-employer or franchisor-franchisee relationship is intended or created by this Service Contract. This Service Contract is for the sole benefit of BeaconLive and its affiliates and Customer and is not intended to, nor shall it be construed to, create any right or confer any benefit on any other party.

  1. Force Majeure:  BeaconLive shall not be responsible for delays and/or defaults in its performance due to causes beyond its reasonable control, including, but without limiting the generality of the foregoing; acts of terrorism, wars, hostilities, revolutions, riots, civil commotion, national emergency, fire or explosion, flood, force of nature, embargoes, accidents, acts of God, or stability or availability of the Internet, hacking and dedicated denial of service attacks; the elements; telecommunication system failure; technology attacks, epidemic; quarantine; viruses; strike; lockouts; disputes with workmen or their labor disturbances; total or partial failure of transportation, utilities, delivery facilities, or supplies; acts or request of any governmental authority; or any other cause beyond BeaconLive's control, whether or not similar to the foregoing.
  2. Service Level Agreement:  Subject to the terms hereof, including the limitations of liability set forth herein, BeaconLive shall at all times provide the Services subject to the service level commitments set forth in the BeaconLive SLA located at http://www.beaconlive.com/sla hereto.  Credits for service interruptions and other outages will be governed by the BeaconLive SLA
  3. Change of Terms: BeaconLive may change this Agreement as allowed by applicable law. This may include changing, adding, or removing terms. This may be in response to legal, business, competitive environment or other reasons not listed here. Changes to some terms may require at least 30 days advance notice, and we will tell you in the notice if you have the right to reject a change. Upon such change, you agree that we may provide you with notice of the change by any reasonable method, such as by including a message on or with your Account statement, invoice, newsletter, email, or otherwise. The change will be effective upon the date of the notice unless otherwise provided. If under applicable law any such change requires your approval, your continued use of the Services on or after the date you receive the notice means that you accept and agree to the change.