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1. Introduction

These terms and conditions (Terms) govern your use of this Website (https://www.thisisbeacon.com) and the Beacon app (https://analytics.thisisbeacon.com), and all other Applications, Platforms, Development, Consultancy and Advisory Services provided by Beaconsoft Limited (Beaconsoft).

By using the Website, the Beacon apps (Beacon, Boom and all other applications and platforms developed or provided by Beaconsoft), Development, Consultancy and Advisory Services (collectively the Services), you accept these Terms in full.

Associated Consultancy and Advisory Services include the tailoring of the Beacon apps, interfacing it or them into your existing systems, providing additional reporting, providing insights, and any additional services agreed between you and Beaconsoft either at the time of purchase or during the use of the Services. If you disagree with these Terms or any part of these Terms, you must not use the Services.

The Website and the Beacon apps may use cookies. By using the Services and agreeing to these Terms, you consent to Beaconsoft Limited’s (Beaconsoft) use of cookies in accordance with the terms of Beaconsoft’s privacy policy.

Unless otherwise stated, Beaconsoft and/or its licensors own the intellectual property rights in the Services and material on the Services. Subject to the licence below, all these intellectual property rights are reserved. As between you and Beaconsoft, Beaconsoft retains all rights, title, and interest in and to the Services.

Nothing herein shall be construed to restrict, impair, encumber, alter, deprive, or adversely affect the Services or any of Beaconsoft’s rights or interests therein or any other Beaconsoft’s intellectual property, brands, information, content, processes, methodologies, products, goods, services, materials, or rights, tangible or intangible. All rights, title, and interest in and to the Services not expressly granted in these Terms are reserved by Beaconsoft.

You may from time to time provide suggestions, comments or other feedback to Beaconsoft with respect to the Services (“Feedback”). Feedback, even if designated as confidential by you, shall not create any confidentiality obligation for Beaconsoft. You shall, and hereby do, grant to Beaconsoft a non-exclusive, worldwide, perpetual, irrevocable, transferable, sublicensable, royalty-free, fully paid-up licence to use and exploit the Feedback for any purpose.

You grant Beaconsoft a limited, worldwide, non-exclusive, non-transferable licence, without a right of sublicense to any subsidiary owned by yourselves or otherwise to a third party, to access, use, reproduce, electronically distribute, transmit, perform, format, display, store, archive, and index your content for the purpose of supporting your use of the Beacon apps and providing additional services to you.

Beaconsoft may also use your content for the purpose of supporting and developing our services and the Beacon apps, provided that when doing so, Beaconsoft shall only use content in an anonymised and aggregated way.

Subject only to the limited licence expressly granted herein, you shall retain all right, title and interest in and to the content and all intellectual property rights therein. Nothing in this Agreement will confer on Beaconsoft any right of ownership or interest in the content or the intellectual property rights therein.

You are solely responsible for the content that you upload, publish, display, link to, or otherwise make available via the Services, and you agree that Beaconsoft is only acting as a passive conduit for the online distribution and publication of the content.

Beaconsoft will not review, share, distribute, or reference any content except as provided herein, as provided in Beaconsoft’s privacy policy and copyright policy, or as may be required by law. Notwithstanding the foregoing, Beaconsoft retains the authority to remove any content uploaded that it deems in violation of these Terms, at its sole discretion.

You may view, download for caching purposes only, and print pages or download documents from the Services for your own personal use, subject to the restrictions set out below and elsewhere in these Terms.

You must not:
• republish material from this Services (including republication on another website);
• sell, rent or sub-licence material from the Services;
• show any material from the Services in public;
• reproduce, duplicate, copy or otherwise exploit material on this Services for a commercial purpose;
• edit or otherwise modify any material on the Services ; or
• redistribute material from this Services except for content specifically and expressly made available for redistribution.

2. Acceptable Use

You shall:
• be responsible for your compliance with these Terms, including the Fair Use Policy;
• be solely responsible for the accuracy, quality, integrity, and legality of your content and of the means by which you acquired or generated that content;
• use commercially reasonable efforts to prevent unauthorized access to or use of the Services, including keeping your password and user name confidential and not permitting any third party to access or use your user name, password, or account for the Services;
• be solely responsible and liable for all activity conducted through your account in connection with the Services;
• promptly notify Beaconsoft if you become aware of or reasonably suspects any security breach, including any loss, theft, or unauthorized disclosure or use of your user name, password, or account;
• use the Services only in accordance with applicable laws and government regulations.

Furthermore, you shall not
• use the Services in any way that causes, or may cause, damage to the Services or impairment of the availability or accessibility of the Services; or in any way which is unlawful, illegal, fraudulent or harmful, or in connection with any unlawful, illegal, fraudulent or harmful purpose or activity;
• use the Services to copy, store, host, transmit, send, use, publish or distribute any material which consists of (or is linked to) any spyware, computer virus, Trojan horse, worm, keystroke logger, rootkit or other malicious computer software;
• conduct any systematic or automated data collection activities (including without limitation scraping, data mining, data extraction and data harvesting) on or in relation to the Services without Beaconsoft’s express written consent;
• use the Services to transmit or send unsolicited commercial communications.

3. Fair Use Policy

Beaconsoft may suspend your access to the Services or increase the billing value for the Services for excessive volumes or abusive practices that degrade the performance of the Services for you and/or other customers of the Services.

4. Non-Exclusivity

You acknowledge that the rights granted to you under these Terms are non-exclusive and that nothing in these Terms will be interpreted or construed to prohibit or in any way restrict Beaconsoft’s right to licence, sell, or otherwise make available the Services to any third party or perform any services for any third party.

5. No Warranties

The Services are provided “as is” without any representations or warranties, express or implied. Beaconsoft makes no representations or warranties in relation to the Services or the information and materials provided on the Services.

Without prejudice to the generality of the foregoing paragraph, Beaconsoft does not warrant that:
• the Services will be constantly available, or available at all; or
• the information on the Services is complete, true, accurate or non-misleading.

Nothing on the Services constitutes, or is meant to constitute, advice of any kind. If you require advice in relation to any matter you should consult an appropriate professional.

6. Limitations of Liability

SOME COUNTRIES DO NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY IN CONTRACTS WITH CONSUMERS AND AS A RESULT THE CONTENTS OF THIS SECTION MAY NOT BE APPLICABLE TO YOU.

Responsibility and liability for decisions taken by you on the basis of the advice given by Beaconsoft shall remain with you. Beaconsoft expressly excludes any liability for any reliance upon or implementation of the advice by you.

To the maximum extent permitted by law, in no event shall Beaconsoft’s aggregate liability for all claims of any kind, including any claims arising out of or related to this agreement, whether by statute, contract, tort, or under any other theory of liability, exceed the greater of (a) the feeds paid by you for the services hereunder during the three (3) month period immediately preceding the date on which the cause of action arose and (b) £500, for any individual event or series of connected events.

Beaconsoft does not offer any warranty or remedies for the interruption or cessation of access or transmission to or from the services.

To the maximum extent permitted by applicable law, in no event shall Beaconsoft, its directors, employees, agents, or licensors be liable for any indirect, punitive, incidental, special, consequential, or exemplary damages, including damages for loss of profits, goodwill use, or data or other intangible losses, that result from the use of, or inability to use, the services or any other aspect of this agreement.

Under no circumstances will Beaconsoft be responsible for any damage, loss, or injury resulting from hacking, tampering, or other unauthorized access or use of the services or your account or the information contained therein.

The parties acknowledge and agree that the essential purpose of this section is to allocate the risks under these terms between the parties and limit their potential liability given the fees charged under this agreement, which would have been substantially higher if Beaconsoft were to assume any further liability other than as set forth herein. The parties have relied on these limitations in determining whether to enter into these terms.

Nothing in this agreement is intended to exclude or restrict or shall be construed as excluding or restricting the liability of Beaconsoft for (i) death or personal injury caused by the negligence of Beaconsoft, its employees, or its agents; (ii) wilful misconduct of Beaconsoft; or (iii) any liability which cannot be limited or excluded by applicable law.

7. Reasonableness

By using the Services, you agree that the exclusions and limitations of liability set out in this website disclaimer are reasonable. If you do not think they are reasonable, you must not use the Services.

8. Subscription, Auto-renewal, Late Payment, Cancellation

If you are purchasing the use of the Services on a subscription basis, you may have the option to purchase a monthly or a yearly subscription, which will automatically renew at the end of its applicable term.

Subscriptions are billed in advance on a monthly or yearly basis (as per the option chosen upon purchase) and are due for payment before commencement of the subscription Services. They are non-refundable for the subscription period they are purchased for. Consultancy and Advisory Services are billed in advance (or, by prior agreement, in arrears) and are non-refundable.

You agree that Beaconsoft undertake work in return for advance payments. You agree that Beaconsoft may process your credit card or other valid payment method on each monthly, annual, or other renewal term (based on the applicable billing cycle), on the calendar day corresponding to the first day you agreed to purchase the use of the Services on a subscription basis. If your paid subscription began on a day not contained in a subsequent month we will process your payment on the next working day.

If any amounts due hereunder are not received by Beaconsoft by the due date, then at Beaconsoft’s discretion, such charges may accrue late interest at the rate of 1% per month or the maximum rate permitted by law, whichever is lower, from the date such payment was due until the date paid. In addition, upon 10 days’ written notice, Beaconsoft may suspend your access to the Services if Beaconsoft does not receive the amounts invoiced hereunder at the expiration of such period.

Sales tax at the appropriate rate will be added to all Billings. Billings will be subject to annual price increment to cover inflation and other cost increases.

You may cancel your subscription via “www.thisisbeacon.com/cancellation”. Upon receipt of your cancellation your service will be cancelled from the end of your billing cycle one month after receipt of the cancellation.

Upon cancellation you shall have no access to the Services nor to the data and content whether originated by yourself or by other parties.

As part of your subscription you agree that either party (you and Beaconsoft) may refer to each other in publicity and promotional material unless specifically excluded by agreement of either party.

If you violate the letter or spirit of these Terms, abuse the Services, or otherwise create risk or possible legal exposure to Beaconsoft, we reserve the right to terminate or suspend your access to the Services at our sole discretion.

9. Other Parties

You accept that, as a limited liability entity, Beaconsoft has an interest in limiting the personal liability of its officers and employees.

You agree that you will not bring any claim personally against Beaconsoft’s officers or employees in respect of any losses you suffer in connection with the website.

Without prejudice to the foregoing paragraph, you agree that the limitations of warranties and liability set out in this disclaimer will protect Beaconsoft’s officers, employees, agents, subsidiaries, successors, assigns and sub-contractors as well as Beaconsoft.

10. Confidentiality

You and Beaconsoft (singularly a Party and jointly Parties) both acknowledge and agree that each Party owns certain confidential and proprietary information to the extent previously, presently, or subsequently disclosed. This agreement is made to protect such confidential and proprietary information, hereinafter referred to as “Confidential Information” and/or “Proprietary Information”.

Confidential and Proprietary Information includes but is not limited to materials and/or dealings with or about sources, actual and potential, and those parties or entities, public or private, generally interested in such but not limited to their names and plans, transactions, and other pertinent information and material which is transferred verbally or in writing or by other means between the signatories below and parties or entities of their introduction and/or disclosure.

The Parties acknowledge that any information or data whether printed, written, oral or electronically stored or reproduced and whether provided in response to specific enquiry or voluntarily provided is confidential, and that all Parties intend that such information remains confidential. The methods and processes used within the Beacon app are Confidential Information.

Confidential and Proprietary Information shall not include:
• Information that is available to the public.
• Information that was in the possession of the Party prior to its receipt from the other party as evidenced in writing, except to the extent that such information was unlawfully appropriated and,
• Information that is lawfully disclosed to the Party by a third party.

Each Party may make disclosures required by the law or court order provided the Party uses diligent reasonable efforts to limit the disclosure and has allowed the other Party to seek a protective order.

Non-Disclosure of Confidential Information and/or Proprietary Information. In consideration of the non-disclosure of Confidential Information and/or Proprietary Information, the Parties reciprocally agree:
• To hold the Confidential Information and/or Proprietary Information in strict confidence and to take all reasonable precautions to protect such information (without limitation all precautions the Party employs with respect to its own confidential and/or Proprietary materials);
• Not to disclose any such Confidential Information and/or Proprietary Information or any information derived there from to any third person or parties, including but not limited to the Party’s affiliates and business partners without prior written consent;
• Not to make use whatsoever at any time of such Confidential Information and/or Proprietary Information or information derived there from to any third person;
• Not to copy or reverse engineer any such Confidential Information and/or Proprietary Information; and
• Not to show Confidential Information and/or Proprietary Information or discuss the contents of same with any third party, without first requiring that party to maintain the confidentiality to the same degree the Party is bound through signature of an agreement similar in content and substantially to this Agreement provided always you obtain prior written consent.

Immediately upon the written request by the Disclosing Party at any time, the receiving party will return to the disclosing party all Confidential Information and/or Proprietary Information and all documents, materials and/or media containing Confidential Information and/or Proprietary Information and any and all copies or extracts thereof, save that where such Confidential Information and/or Proprietary Information is a form incapable of return or has been copied or transcribed into another document, it shall be destroyed or erased, as appropriate.

Confidential information contains brief, selected information pertaining to the business and affairs of all concerned and no one has made any representation or warranty, expressed or implied, as to the accuracy or completeness of any of the information as it pertains to the potential business, and no legal liability is to be assumed or implied with respect thereto. A Party receiving information is responsible for making its own evaluation of such Confidential Information and/or Proprietary Information.

11. Non-Circumvention

You and Beaconsoft (singularly a Party and jointly Parties) hereby legally, wholly, and irrevocably bind themselves and guarantee to each other that they shall not directly or indirectly interfere with, circumvent or attempt to circumvent, avoid, by-pass or obviate each others’ interest, or the interest of relationship between the Parties, by any means for the purpose of changing, increasing or avoiding, directly or indirectly, the payment of established or to be established fees and/or commissions. The Parties also agree not to circumvent or attempt to circumvent this Agreement.

The Parties hereby legally, wholly and irrevocably bind themselves and guarantee to one another that they shall not directly or indirectly interfere with, circumvent or attempt to circumvent, avoid, by-pass or obviate each others’ interests without the written consent of the other Parties.

All Parties agree neither to circumvent nor to attempt to circumvent either for the period to the later of three (3) years from the effective date of this Agreement or the last date a Party is given Confidential Information or Proprietary Information.

12. Unenforceable Provisions

If any provision of this disclaimer is, or is found to be, unenforceable under applicable law, that will not affect the enforceability of the other provisions of this disclaimer.

13. Indemnity

You hereby indemnify Beaconsoft and undertake to keep Beaconsoft indemnified against any losses, damages, costs, liabilities and expenses (including without limitation legal expenses and any amounts paid by Beaconsoft to a third party in settlement of a claim or dispute on the advice of Beaconsoft’s legal advisers) incurred or suffered by Beaconsoft arising out of any breach by you of any provision of these Terms, or arising out of any claim that you have breached any provision of these Terms.

14. Breaches of these Terms

Without prejudice to Beaconsoft’s other rights under these Terms, if you breach these Terms in any way, Beaconsoft may take such action as Beaconsoft deems appropriate to deal with the breach, including suspending your access to the website, prohibiting you from accessing the Services, blocking computers using your IP address from accessing the Services, contacting your internet service provider to request that they block your access to the Services and/or bringing court proceedings against you.

15. Variation

Beaconsoft reserves the right, at any time, to update and change any or all of these Terms, in our sole discretion, including but not limited to the fees and charges associated with the use of the Services.

Beaconsoft may revise these Terms from time-to-time. Revised Terms will apply to the use of the Services from the date of the publication of the revised Terms. Please check this page regularly to ensure you are familiar with the current version.

16. Assignment

Beaconsoft may transfer, sub-contract or otherwise deal with Beaconsoft’s rights and/or obligations under these Terms without notifying you or obtaining your consent.

You may not transfer, sub-contract or otherwise deal with your rights and/or obligations under these Terms.

17. Severability

If a provision of these Terms is determined by any court or other competent authority to be unlawful and/or unenforceable, the other provisions will continue in effect. If any unlawful and/or unenforceable provision would be lawful or enforceable if part of it were deleted, that part will be deemed to be deleted, and the rest of the provision will continue in effect.

18. Entire Agreement

These Terms constitute the entire agreement between you and Beaconsoft in relation to your use of this Services , and supersede all previous agreements in respect of your use of this Services.

19. Law and Jurisdiction

These Terms will be governed by and construed in accordance with the laws of England and Wales, and any disputes relating to these Terms will be subject to the exclusive jurisdiction of the courts of England and Wales.

20. Registrations and Authorisations

Beaconsoft Limited is registered with Companies House in England and wales. Beaconsoft Limited’s registration number is 10209657.

Beaconsoft Limited’s registered address is 71-75 Shelton Street, Covent Garden, London, UK, WC2H 9JQ.

You can contact Beaconsoft Limited using the contact details on our website.