ADDITIONAL PROVISIONS (Rev 9.2.26)
1. Services
1.1 The Services are described in Schedule A, which is incorporated into this Service Contract. BeaconLive will provide the Services in a professional and workmanlike manner consistent with generally applicable industry practices. BeaconLive may use its affiliates, contractors, licensors, subprocessors, and service providers in performing the Services, provided BeaconLive remains responsible for their performance to the same extent it would be responsible for its own performance under this Service Contract.
1.2 BeaconLive may modify, update, enhance, replace, suspend, or discontinue features, functionality, interfaces, integrations, or components of the Services, provided BeaconLive will not materially reduce the core Services purchased by Customer during the then-current paid subscription period except where reasonably necessary for legal, security, operational, technical, or third-party-provider reasons.
2. Term and Renewal
2.1 The initial term of this Service Contract begins on the Start Date and continues for twenty-four (24) months (“Initial Term”). Following the Initial Term, this Service Contract will automatically renew for successive twelve-month periods unless either party provides written notice of non-renewal at least thirty (30) days before the expiration of the then-current term.
2.2 BeaconLive may revise its pricing, Service Contract terms, and service-level commitments for any renewal term by giving Customer at least thirty (30) days’ notice before the renewal date, unless a different notice period is required by applicable law. Customer’s continued use of the Services after a renewal date constitutes acceptance of the revised terms applicable to that renewal term.
3. Termination
3.1 Either party may terminate this Service Contract if the other party materially breaches this Service Contract and fails to cure that breach within thirty (30) days after receiving written notice describing the breach in reasonable detail.
3.2 BeaconLive may suspend access to all or part of the Services immediately upon notice if BeaconLive reasonably believes that: (a) Customer’s use presents a security risk or may harm the Services, BeaconLive, Customer, or a third party; (b) Customer is using the Services unlawfully or in breach of this Service Contract; (c) suspension is necessary to comply with law, a governmental request, or a third-party-provider requirement; or (d) Customer fails to timely pay undisputed amounts due. BeaconLive will use commercially reasonable efforts to limit any suspension to the affected Services or users and to restore access promptly after the underlying issue is resolved.
3.3 If Customer terminates this Service Contract because of BeaconLive’s uncured material breach, BeaconLive will refund any prepaid fees allocable on a pro rata basis to the unused portion of Services that BeaconLive will not provide after the effective date of termination. That refund is Customer’s sole and exclusive remedy for BeaconLive’s breach giving rise to termination.
3.4 Upon termination or expiration, all licenses and rights granted to Customer under this Service Contract will immediately terminate, except for any limited post-termination data-access rights under Section 21. Each party will promptly return or destroy the other party’s Confidential Information in its possession or control, subject to ordinary-course archival backups, legal-retention requirements, and the receiving party’s rights under this Service Contract.
4. Payment Terms
4.1 Customer will pay BeaconLive the fees set forth in Schedule A and any applicable addendum. If there is a conflict between Schedule A and these Additional Provisions concerning Services or pricing specifically identified in Schedule A, Schedule A controls solely with respect to that conflict.
4.2 Unless Schedule A states otherwise, BeaconLive will invoice Customer monthly in arrears. All invoices are due upon receipt. Customer must pay all undisputed amounts when due. Amounts not disputed in good faith under Section 7 will accrue interest at the lesser of one percent (1.0%) per month or the maximum rate permitted by law, calculated from the due date until paid.
4.3 BeaconLive may require prepayment, a credit card, ACH authorization, or another payment method as a condition to providing or continuing Services. Customer may not withhold, offset, or recoup amounts owed to BeaconLive except where required by law.
5. Taxes
5.1 Customer will pay all sales, use, consumption, goods and services, excise, value-added, withholding, regulatory recovery, universal service fund, surcharge, and similar taxes, fees, assessments, or charges imposed in connection with the Services, excluding taxes based solely on BeaconLive’s net income.
5.2 If Customer claims a tax exemption, Customer must provide BeaconLive a valid exemption certificate before the applicable invoice date. If BeaconLive is required to collect or remit a tax, fee, or charge for which Customer is responsible, BeaconLive may invoice Customer for that amount.
6. Credit Cards and ACH
6.1 For fees paid by credit card, debit card, ACH, or another electronic payment method, Customer authorizes BeaconLive and its payment processors to charge the designated payment method for all fees, taxes, surcharges, late fees, and other amounts due under this Service Contract.
6.2 Customer represents that it is authorized to use the designated payment method and will promptly update BeaconLive regarding any changes to payment information. If BeaconLive does not receive payment from the payment processor, issuer, or financial institution, Customer remains responsible for the unpaid amount upon demand.
7. Billing Disputes and Collection Costs
7.1 Customer must provide BeaconLive written notice of any invoice dispute, with reasonable supporting documentation, within thirty (30) days after the invoice date. Customer waives disputes not timely raised, except to the extent prohibited by applicable law.
7.2 Customer must timely pay all amounts that are not reasonably disputed in good faith. Customer will reimburse BeaconLive for reasonable collection costs, including attorneys’ fees, costs, and expenses, incurred in collecting overdue undisputed amounts.
8. License; Ownership
8.1 Subject to Customer’s timely payment of all fees and compliance with this Service Contract, BeaconLive grants Customer a limited, non-exclusive, non-transferable, non-sublicensable, revocable license during the Term to access and use the Services solely for Customer’s internal business purposes and in accordance with applicable documentation and this Service Contract.
8.2 BeaconLive and its licensors retain all right, title, and interest in and to the Services, BeaconLive Content, platform, software, documentation, technology, templates, workflows, configurations, service improvements, analytics, know-how, branding, and all related intellectual-property rights. No rights are granted to Customer except those expressly stated in this Service Contract.
8.3 Customer retains ownership of Customer Content. “Customer Content” means content, materials, data, recordings, videos, courses, attendee information, user contact data, and other information submitted to the Services by or for Customer. Customer grants BeaconLive a non-exclusive, worldwide, royalty-free right to host, copy, process, transmit, display, modify, and otherwise use Customer Content solely as necessary to provide, secure, support, maintain, and improve the Services and to perform BeaconLive’s obligations under this Service Contract.
8.4 Customer will not, and will not permit any third party to: (a) reverse engineer, decompile, disassemble, copy, modify, or create derivative works of the Services except to the extent such restriction is prohibited by law; (b) interfere with or disrupt the Services; (c) access the Services to build a competitive product or service; (d) remove proprietary notices; (e) use the Services in violation of law or third-party rights; or (f) exceed applicable usage limits.
9. Customer Responsibilities
9.1 Customer is responsible for all Customer Content, all activity occurring through Customer’s accounts, and all acts and omissions of Customer’s users, attendees, presenters, employees, contractors, and representatives.
9.2 Customer represents and warrants that it has all necessary rights, permissions, consents, licenses, and authorizations to submit Customer Content to the Services and to permit BeaconLive’s use of that Customer Content as contemplated by this Service Contract.
Customer will not upload, publish, transmit, record, or otherwise use the Services in connection with content or conduct that: (a) infringes, misappropriates, or violates another party’s intellectual-property, privacy, publicity, or other rights; (b) violates applicable law; (c) is defamatory, threatening, harassing, obscene, hateful, or unlawfully discriminatory; (d) contains malware, viruses, corrupted files, or harmful code; or (e) is materially false or misleading.
9.3 Customer is solely responsible for compliance with laws applicable to recording, monitoring, transcription, captioning, privacy, marketing, data collection, export controls, continuing-education requirements, and communications. Customer must provide all legally required notices and obtain all legally required consents from participants before recording, monitoring, transmitting, processing, or using their information through the Services.
9.4 During the Term, Customer grants BeaconLive the right to identify Customer as a BeaconLive customer and to use Customer’s name, trademark, and logo in BeaconLive marketing materials, proposals, customer lists, and bid documentation, subject to Customer’s reasonable written brand guidelines provided in advance. BeaconLive may retain historical marketing materials containing Customer’s name or logo after termination.
10. Confidentiality
10.1 “Confidential Information” means non-public information disclosed by or on behalf of a party that is marked confidential or that reasonably should be understood to be confidential based on the nature of the information or the circumstances of disclosure. BeaconLive’s Confidential Information includes the pricing and terms of this Service Contract, the Services, product plans, platform information, security information, technical information, documentation, business plans, and non-public analytics.
10.2 The receiving party will: (a) use the disclosing party’s Confidential Information only to perform or receive Services or exercise rights under this Service Contract; (b) protect it with at least reasonable care; and (c) disclose it only to employees, affiliates, contractors, professional advisors, licensors, subprocessors, and representatives who have a need to know it and are bound by confidentiality obligations at least as protective as those in this Section.
10.3 Confidential Information excludes information that the receiving party can demonstrate: (a) becomes publicly available without breach of this Service Contract; (b) was lawfully known to the receiving party without restriction before disclosure; (c) is independently developed without use of the disclosing party’s Confidential Information; or (d) is rightfully received from a third party without a duty of confidentiality.
10.4 A receiving party may disclose Confidential Information when required by law, subpoena, or court order, provided that it gives prompt notice to the disclosing party to the extent legally permitted and reasonably cooperates with efforts to seek confidential treatment.
10.5 BeaconLive may use aggregated and de-identified information derived from Customer Content and Customer’s use of the Services for operating, securing, supporting, analyzing, benchmarking, and improving the Services, provided that BeaconLive does not identify Customer, a user, or an individual in doing so.
10.6 Unauthorized use or disclosure of Confidential Information may cause irreparable harm for which monetary damages are inadequate. The disclosing party may seek equitable relief in addition to other available remedies.
11. Artificial Intelligence and Automated Features
11.1 The Services may include automated, machine-learning, artificial-intelligence, transcription, translation, captioning, moderation, analytics, content-assistance, or similar features (“AI Features”). AI Features may be provided by BeaconLive, its affiliates, licensors, subprocessors, or third-party providers.
11.2 Customer is solely responsible for determining whether AI Features are appropriate for its intended use and for obtaining all notices, permissions, consents, and rights necessary to submit Customer Content, prompts, recordings, personal information, and other inputs to AI Features. Customer will not submit information subject to legal, regulatory, contractual, fiduciary, professional, or confidentiality restrictions unless Customer has independently determined that use of the applicable AI Feature is permitted.
11.3 AI-generated outputs may be inaccurate, incomplete, misleading, non-unique, unavailable, or unsuitable for Customer’s intended purpose. Customer must independently review, validate, and approve all outputs before relying on, publishing, distributing, or otherwise using them. AI Features do not provide legal, medical, financial, accreditation, compliance, editorial, or other professional advice.
11.4 BeaconLive may process Customer Content and related usage data through AI Features solely to provide, secure, support, maintain, and improve the Services. BeaconLive will not use Customer Content to train a generally available third-party foundation model unless Customer provides prior written consent or affirmatively enables that use. BeaconLive may use aggregated and de-identified data to improve the Services and AI Features.
11.5 BeaconLive may modify, suspend, restrict, or discontinue AI Features at any time, including for legal, security, technical, operational, or third-party-provider reasons. AI Features are provided on an “as available” basis and are excluded from any service-level commitment unless Schedule A expressly states otherwise.
12. Indemnification
12.1 Customer will defend, indemnify, and hold harmless BeaconLive, its affiliates, licensors, and their respective officers, directors, employees, agents, and representatives from and against all third-party claims, damages, liabilities, losses, costs, and expenses, including reasonable attorneys’ fees, arising from or relating to: (a) Customer Content; (b) Customer’s or its users’ use of the Services; (c) Customer’s breach of this Service Contract; (d) Customer’s violation of applicable law; (e) Customer’s failure to obtain required notices, permissions, or consents; or (f) an allegation that Customer Content infringes, misappropriates, or violates a third party’s rights.
12.2 BeaconLive will defend, indemnify, and hold harmless Customer and its officers, directors, employees, agents, and representatives from and against a third-party claim alleging that the Services, when used by Customer in accordance with this Service Contract, directly infringe a United States patent, copyright, trademark, or trade secret, except to the extent the claim arises from: (a) Customer Content; (b) Customer’s modification or unauthorized use of the Services; (c) use of the Services with products, services, content, data, or systems not provided by BeaconLive; or (d) use after BeaconLive has notified Customer to stop using the allegedly infringing Service.
12.3 The indemnified party must promptly notify the indemnifying party of the claim, permit the indemnifying party to control the defense and settlement, and provide reasonable cooperation at the indemnifying party’s expense. The indemnifying party may not settle a claim in a manner that admits fault by, imposes non-monetary obligations on, or adversely affects the indemnified party without that party’s prior written consent.
12.4 If the Services become, or BeaconLive reasonably believes they may become, subject to an infringement claim, BeaconLive may, at its option: (a) obtain the right for Customer to continue using the affected Services; (b) modify or replace the affected Services with a functionally equivalent alternative; or (c) terminate the affected Services and refund prepaid fees allocable to the unused portion of the terminated Services. This Section states Customer’s sole and exclusive remedy for an intellectual-property infringement claim.
13. Modifications and Releases
13.1 BeaconLive may release updates, upgrades, patches, and new features. Customer may use features made generally available to similarly situated customers, subject to any applicable additional fees, terms, usage limits, or Schedule A revisions.
13.2 BeaconLive may withdraw, suspend, or discontinue features or functionality, or introduce separate products and services not included in the current Services. BeaconLive has no obligation to continue providing any feature that is not expressly identified in Schedule A as part of Customer’s purchased Services.
14. Assignment
14.1 BeaconLive may assign this Service Contract without Customer’s consent to an affiliate or in connection with a merger, acquisition, corporate reorganization, financing, bankruptcy, or sale of all or substantially all of BeaconLive’s assets or business.
14.2 Customer may not assign, transfer, delegate, or otherwise convey this Service Contract, whether by operation of law or otherwise, without BeaconLive’s prior written consent. Any attempted assignment in violation of this Section is void.
14.3 This Service Contract binds and benefits the parties and their permitted successors and assigns.
15. Governing Law; Binding Arbitration
15.1 This Service Contract and all disputes arising out of or relating to it are governed by the laws of the Commonwealth of Massachusetts, without regard to conflict-of-laws principles.
Except for claims seeking temporary, preliminary, or permanent equitable relief to protect intellectual-property rights, Confidential Information, or data security, every dispute, claim, or controversy arising from or relating to this Service Contract, the Services, or the parties’ relationship will be resolved exclusively through final and binding arbitration administered by JAMS under its Comprehensive Arbitration Rules and Procedures in effect when arbitration is initiated.
15.2 The arbitration will be conducted before one arbitrator seated in Boston, Massachusetts. Either party may participate remotely if permitted by the arbitrator. Judgment on an arbitration award may be entered in any court having jurisdiction.
15.3 The parties will keep the arbitration, all arbitration filings, evidence, testimony, proceedings, and award confidential, except as necessary to enforce this arbitration provision or an award, comply with law, or obtain professional advice.
15.4 Each party waives any right to trial by jury. To the maximum extent permitted by law, each party must bring claims only in its individual capacity and not as a plaintiff, class member, representative, or private attorney general in any class, collective, consolidated, or representative action. The arbitrator may award only individual relief.
15.5 Attorneys’ fees and costs may be awarded only where authorized by applicable law or where the arbitrator determines that a party asserted a frivolous claim or defense or acted in bad faith.
16. Disclaimers
THE SERVICES, BEACONLIVE CONTENT, AI FEATURES, INTEGRATIONS, THIRD-PARTY SERVICES, RECORDINGS, TRANSCRIPTS, CAPTIONS, TRANSLATIONS, ANALYTICS, INFORMATION, AND OTHER MATERIALS PROVIDED BY OR THROUGH BEACONLIVE ARE PROVIDED “AS IS” AND “AS AVAILABLE.”
TO THE MAXIMUM EXTENT PERMITTED BY LAW, BEACONLIVE DISCLAIMS ALL WARRANTIES, REPRESENTATIONS, CONDITIONS, AND GUARANTEES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, ACCURACY, AVAILABILITY, SECURITY, PERFORMANCE, QUIET ENJOYMENT, AND RESULTS.
BEACONLIVE DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE, ERROR-FREE, VIRUS-FREE, OR AVAILABLE AT ALL TIMES; THAT DEFECTS WILL BE CORRECTED; THAT THE SERVICES WILL MEET CUSTOMER’S REQUIREMENTS; OR THAT ANY OUTPUT, CONTENT, AI FEATURE, INTEGRATION, TRANSCRIPT, TRANSLATION, CAPTION, RECORDING, OR THIRD-PARTY SERVICE WILL BE ACCURATE, COMPLETE, RELIABLE, OR FIT FOR CUSTOMER’S PURPOSE.
Customer acknowledges that BeaconLive is not responsible for Customer Content, user conduct, third-party content, connectivity problems caused by Customer’s systems or networks, or Customer’s compliance with applicable law.
17. Limitation of Liability
TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER PARTY WILL BE LIABLE TO THE OTHER FOR ANY INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, CONSEQUENTIAL, PUNITIVE, OR ENHANCED DAMAGES, OR FOR LOSS OF PROFITS, REVENUE, BUSINESS, GOODWILL, DATA, ANTICIPATED SAVINGS, OR BUSINESS INTERRUPTION, ARISING FROM OR RELATING TO THIS SERVICE CONTRACT, REGARDLESS OF THE LEGAL THEORY AND EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
EXCEPT FOR: (A) CUSTOMER’S PAYMENT OBLIGATIONS; (B) CUSTOMER’S BREACH OF SECTIONS 8, 9, 10, OR 11; (C) EITHER PARTY’S INDEMNIFICATION OBLIGATIONS UNDER SECTION 12; (D) FRAUD, GROSS NEGLIGENCE, OR WILLFUL MISCONDUCT; and (E) LIABILITY THAT CANNOT BE LIMITED BY LAW, BEACONLIVE’S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THIS SERVICE CONTRACT WILL NOT EXCEED THE AMOUNTS ACTUALLY PAID OR PAYABLE BY CUSTOMER TO BEACONLIVE UNDER THIS SERVICE CONTRACT DURING THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM.
Customer acknowledges that the fees charged under this Service Contract reflect the allocation of risk in this Section and that BeaconLive would not enter into this Service Contract without these limitations.
18. Security and Insurance
18.1 Customer is responsible for protecting its account credentials, restricting access to its accounts, maintaining secure passwords, and promptly notifying BeaconLive of any suspected unauthorized use or security incident affecting Customer’s account.
BeaconLive will use commercially reasonable administrative, technical, and physical safeguards designed to protect the security of the Services and Customer Content. Customer acknowledges that no service or transmission method is completely secure and that BeaconLive cannot guarantee absolute security.
18.2 During the Term, BeaconLive will maintain commercially reasonable insurance coverage customary for a provider of services similar to the Services. Such coverage may include commercial general liability, technology errors and omissions, cyber/privacy liability, and workers’ compensation insurance, in coverage types and limits determined by BeaconLive in its reasonable business judgment. Upon Customer’s written request no more than once per calendar year, BeaconLive may provide a certificate of insurance, subject to applicable confidentiality restrictions and insurer terms.
18.3 Customer will maintain commercially reasonable insurance appropriate to its business and use of the Services, including commercial general liability insurance and, where Customer submits, hosts, processes, or controls personal information through the Services, cyber/privacy liability insurance.
18.4 Neither party’s insurance obligations expand that party’s liability, waive any defense, or alter the limitations and exclusions in this Service Contract.
19. Service Levels
19.1 Subject to this Service Contract, BeaconLive will provide the Services in accordance with the BeaconLive service-level agreement (“SLA”) located at BeaconLive’s then-current SLA webpage or otherwise made available by BeaconLive.
19.2 BeaconLive may update the SLA from time to time, including to reflect changes in the Services, security practices, legal requirements, or third-party dependencies. SLA credits, if any, are Customer’s sole and exclusive remedy for service availability, downtime, interruption, or performance issues addressed by the SLA.
20. Force Majeure
20.1 BeaconLive will not be liable for any delay, failure, interruption, or degradation of the Services caused by circumstances beyond its reasonable control, including acts of God, natural disasters, fire, flood, war, terrorism, civil unrest, governmental action, labor disputes, epidemics, pandemics, internet or telecommunications failures, utility failures, hosting-provider failures, third-party service failures, cyberattacks, hacking, denial-of-service attacks, supply-chain interruptions, or other events beyond BeaconLive’s reasonable control.
20.2 If a force majeure event materially affects the Services for more than thirty (30) consecutive days, either party may terminate the affected Services upon written notice. Customer remains responsible for fees accrued before the effective date of termination.
21. Data Transfer and Deletion
21.1 During the Term, Customer may access Customer Content through the Services, subject to Customer’s account status, technical capabilities, and applicable fees.
21.2 Following termination or expiration, Customer must submit a written request for export of Customer Content within thirty (30) days. BeaconLive will make commercially reasonable efforts to provide an available export of Customer Content in BeaconLive’s standard format, subject to Customer’s payment of then-current export, professional-services, API, hosting, storage, and transfer fees.
21.3 After the thirty-day retrieval period, BeaconLive may delete or destroy Customer Content without liability, except to the extent BeaconLive is legally required to retain it. If Customer requests continued storage after termination, BeaconLive may provide storage at mutually agreed rates or BeaconLive’s then-current hosting and storage rates. BeaconLive has no obligation to retain Customer Content after termination unless expressly agreed in writing.
22. Changes to Terms
22.1 BeaconLive may amend this Service Contract as permitted by applicable law. For existing Customers, material changes generally will take effect upon renewal after BeaconLive provides at least thirty (30) days’ notice. Changes required for legal compliance, security, fraud prevention, protection of the Services, third-party-provider requirements, or operational necessity may take effect upon notice or on the date required by the relevant circumstance.
22.2 BeaconLive may provide notice through email, the Services, an account notice, invoice, statement, newsletter, or another reasonable method. Customer’s continued use of the Services after the effective date of an amendment constitutes acceptance of the amended terms
23. Miscellaneous
23.1 All notices under this Service Contract must be in writing and will be deemed given when delivered personally, sent by certified or registered mail, sent by nationally recognized overnight courier, or sent by email to the notice email address identified on the cover page or subsequently designated in writing.
23.2 If any provision is held illegal, invalid, or unenforceable, that provision will be enforced to the maximum extent permitted and the remaining provisions will remain in effect.
23.3 This Service Contract, including the cover page, Additional Provisions, Schedule A, and all executed addenda, is the complete agreement between the parties concerning its subject matter and supersedes prior or contemporaneous proposals, communications, agreements, and understandings relating to that subject matter.
23.4 No modification or waiver is effective unless in writing and signed by authorized representatives of both parties, except that BeaconLive may amend the Service Contract or SLA in accordance with Sections 2, 19, and 22. A party’s failure to enforce a provision is not a waiver of future enforcement.
23.5 The parties are independent contractors. Nothing in this Service Contract creates an agency, partnership, joint venture, fiduciary, employment, franchise, or other relationship other than that of independent contracting parties.
23.6 Except as expressly provided, remedies are cumulative. There are no third-party beneficiaries of this Service Contract.
