Terms of Service
Effective Date: July 18, 2023
Welcome to Beehive AI, Inc. Please read on to learn the rules and restrictions that govern your use of this website, products, services and applications (the “Services”) . Your purchase of any products or services will also be governed by any other terms made available by Beehive AI, Inc. (“Beehive”) to you during the sales process, including but not limited to an Order Form. You must agree to and accept all of these terms, or you don’t have the right to use the Services. Your using the Services in any way means that you agree to all of these terms, and these terms will remain in effect while you use the Services.
These Terms of Service, together with a fully completed version of an order form provided by Beehive AI, Inc. (“Beehive”) that is mutually assented to by an authorized representatives of both parties, (“Order Form”) constitutes a binding contract (collectively, the “Agreement”) between the Customer identified in the Order Form (“you” or “Customer” and Beehive. If there is any conflict between the terms of the Order Form and this Agreement, the terms of this Agreement shall prevail.
This Agreement is a binding contract between the Customer and the Beehive.
AGREEMENT
Beehive and Customer agree as follows:
SECTION 1. LICENSE OF SUBSCRIPTION SERVICES
1.1 License. Effective as of the agreed upon date listed on an applicable Order Form, Beehive grants to Customer a limited, non-exclusive, non-transferable (unless authorized pursuant to the Assignment section below), revocable, license each, to the Beehive services and deliverables specified in the Order Form, (“Services”) during the term set forth in the applicable Order Form in accordance with Beehive’s written instructions and requests applicable to such Services. Customer is responsible for ensuring user accounts are protected with adequate passwords to prevent unauthorized use.
1.2 Contacts. Each Party shall appoint a contact person (“Primary Contact”) for each Order Form, as specified in such Order Form, who will be the other Party’s principal contact to resolve issues related to the applicable Services. Either Party may change its contact person by providing notice to the other Party.
SECTION 2. RESTRICTIONS
2.1 Restrictions. Except as expressly set forth in this Agreement or authorized within the Services, Customer shall not (and shall not permit any third party to), directly or indirectly: (i) reverse engineer, decompile, disassemble or otherwise attempt to discover the source code, object code or underlying structure, ideas, know-how or algorithms relevant to the Services or any software, documentation or data related to the Services (“Software”) except to the extent applicable laws specifically prohibit such restriction; (ii) modify, translate, or create derivative works based on the Services or any Software ; (iii) use the Services or any Software for time sharing or service bureau purposes or otherwise for the benefit of a third; (iv) remove any proprietary notices or labels; (v) copy, rent, lease, distribute, pledge, assign, or otherwise transfer or encumber rights to any Services or Software; (vi) use any Services or Software for the benefit of a third party; (vii) use any Services or Software to build an application, product or service that is competitive with any Beehive product or service; (viii) interfere or attempt to interfere with the proper working of any Services or Software or any activities conducted on any Services or Software; (ix) bypass any measures Beehive may use to prevent or restrict access to any Services or Software (or other accounts, computer systems or networks connected to any Services or Software); or (ix) use any Services in a manner that violates applicable laws or regulations.
2.2 Law. Customer (a) shall use all Services and Software in compliance with all applicable local, state, national and foreign laws, treaties and regulations in connection with Customer’s use of the Services and Software (including those related to data privacy, international communications and the transmission of technical or personal data laws), and (b) shall not use any Services or Software in a manner that violates any third party intellectual property, contractual or other proprietary rights. In addition, Customer may not remove or export from the United States or allow the export or re-export of the Services, Software or anything related thereto, or any direct product thereof in violation of any 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. As defined in FAR section 2.101, the Software and documentation are “commercial items” and according to DFAR section 252.2277014(a)(1) and (5) are deemed to be “commercial computer software” and “commercial computer software documentation.”
2.3 Compliance. Customer represents, covenants, and warrants that Customer will use the Services only in compliance with Beehive’s standard published policies, including without limitation, Beehive’s Privacy Policy, then in effect (the “Policy”) and all applicable laws and regulations. Customer hereby agrees to indemnify and hold harmless Beehive against any damages, losses, liabilities, settlements, and expenses (including without limitation costs and attorneys’ fees) in connection with any claim or action that arises from an alleged violation of the foregoing or otherwise from Customer’s use of Services. Although Beehive has no obligation to monitor Customer’s use of the Services, Beehive may do so and may prohibit any use of the Services it believes may be (or alleged to be) in violation of the foregoing.
2.4 Usability. Customer shall be responsible for obtaining and maintaining any equipment and ancillary services needed to connect to, access or otherwise use the Services, including, without limitation, modems, hardware, servers, software, operating systems, networking, web servers and the like (collectively, “Equipment”). Customer shall also be responsible for maintaining the security of the Equipment, Customer account, passwords (including but not limited to administrative and user passwords) and files, and for all uses of Customer account or the Equipment with or without Customer’s knowledge or consent.
2.5 Restricted Access. Beehive, in its sole discretion, may suspend or restrict access to Customer’s account after providing notice to Customer of unauthorized access or use and allowing Customer a reasonable period to resolve such unauthorized access or use.
SECTION 3. SUPPORT AND MAINTENANCE
3.1 Terms. During the term of the applicable Order Form, and on condition that Customer has paid in full all undisputed fees due and owing to Beehive and is otherwise in compliance with the terms of this agreement, Beehive shall provide the support and maintenance services to Customer set forth in 3.2.
3.2 Service Levels. Subject to the terms of this Agreement, Beehive will use commercially reasonable efforts to provide Customer the Services in accordance with the Service Level Terms found here.
3.3 Technical Support. Subject to the terms hereof, Beehive will provide Technical Support to Customer via both telephone and electronic mail on weekdays during the hours of 9:00 am through 5:00 pm Pacific time, with the exclusion of U.S. Federal Holidays (“Support Hours”). Customer may initiate a helpdesk ticket during Support Hours by calling (415) 494-7982 or at any time by emailing support@beehive.ai. Beehive will use commercially reasonable efforts to respond to all Helpdesk tickets within one (1) business day. Beehive will make reasonable, good faith efforts to correct errors as outlined in the Service Level Terms.
SECTION 4. FEES
4.1 Fees and Taxes. During the term of the applicable Order Form, Customer will pay Beehive the then applicable fees described in the Order Form for the Services included under such Order Form in accordance with the terms therein (the “Fees”). Unless otherwise specified in an Order Form, all invoices issued under this Agreement and applicable Order Form are payable in U.S. dollars. Past due invoices are subject to interest on any outstanding balance of the lesser of 1.5% per month or the maximum amount permitted by law. Customer is responsible for all applicable taxes on the fees paid by the Customer, including all sales, use, and value-added taxes, but not any taxes imposed on Beehive income. Customer is responsible for paying the applicable fees in accordance with the agreed upon payment schedule included on the Order Form. Customer is responsible for paying any fees for exceeding quantity limits set forth in an Order Form.
4.2 Unpaid or Disputed Fees. If Customer believes that Beehive has billed Customer incorrectly, Customer must contact Beehive no later than 60 days after the closing date on the first billing statement in which the error or problem appeared, to receive an adjustment or credit. Inquiries should be directed to Beehive’s customer support department. If undisputed Customer fees are not paid within 30 days of the Order Form due date, Beehive may restrict access to Customer’s account until fees are paid in full.
SECTION 5. CUSTOMER DATA
Customer shall own and retain all right, title and interest in and to the Customer Data, which shall be deemed to be Customer’s Confidential Information, and Beehive shall not use such data for any purpose other than performing its obligations hereunder or as otherwise permitted hereunder.
SECTION 6. INTELLECTUAL PROPERTY.
As between the Parties, Beehive shall own and retain all right, title and interest in and to (a) the Services and Software, all improvements, enhancements, or modifications thereto, (b) Services-related suggestions, ideas, enhancements, requests, feedback, and recommendations provided by Customer to Beehive, (c) any software, applications, inventions or other technology developed in connection with Implementation Services or support, and (d) all intellectual property rights related to any of the foregoing. Notwithstanding anything to the contrary, Beehive shall have the right to collect and use data and other information relating to the provision, use and performance of various aspects of the Services and related systems and technologies (including, without limitation, information concerning results and Customer Data and data derived therefrom), and Beehive will be free (during and after the term hereof) to (i) use such information and data to develop, improve and enhance the Services and for other development, diagnostic and corrective purposes in connection with the Services and other Beehive offerings, and (ii) disclose such data solely in aggregate or other de-identified form in connection with its business. No rights or licenses are granted except as expressly set forth in this Section 6 herein. Beehive shall own and retain all rights to contact and demographic information for survey respondents sourced by Beehive on behalf of Customer.
SECTION 7. TERM AND TERMINATION
7.1 Term. The term of this Agreement commences on the Effective Date and continues until all Order Forms have either expired or terminated. Each Order Form shall renew automatically unless a party notifies the other party at least 30 days prior to the expiration that it will not renew.
7.2 Termination. Each party may terminate this Agreement or any Order Form immediately, if the other party: (a) materially breaches this Agreement and such breach is not remedied within 15 days after the breaching party receives notice from the other Party (or within 30 days in the case of payment breach); or (b) becomes insolvent, acknowledges insolvency in any manner, ceases to do business, makes an assignment for the benefit of its creditors, or files a petition for bankruptcy.
7.3 Effect of Termination. Following termination of an Order Form, Beehive shall discontinue providing the applicable Services, and Customer shall cease using such Services. Within 30 days after the termination of an Order Form, Customer shall pay to Beehive all outstanding fees payable as of the effective date of termination. If this Agreement is terminated for cause, each Order Form in effect will also terminate. Sections 4, 6, 7, 8, 9, 10 and 11 shall survive the termination of this Agreement.
7.4 Customer Right to Data After Termination. Upon the termination of all Services, Beehive shall make available to Customer their account dashboard whereby Customer may download and delete data for a period of 30 days after termination. Beehive is not obligated to retain data after such 30 day period has ended.
SECTION 8. CONFIDENTIALITY.
Each party (the “Receiving Party”) understands that the other party (the “Disclosing Party”) has disclosed or may disclose business, technical or financial information relating to the Disclosing Party’s business (hereinafter referred to as “Proprietary Information” of the Disclosing Party). Proprietary Information of Beehive includes but is not limited to non-public information regarding features, functionality and performance of the Service. Proprietary Information of Customer includes non-public data provided by Customer to Beehive to enable the provision of the Services (“Customer Data”). The Receiving Party agrees: (i) to take commercially reasonable precautions to protect such Proprietary Information, and (ii) not to use (except in performance of the Services or as otherwise permitted herein) or divulge to any third person any such Proprietary Information. The Disclosing Party agrees that the foregoing shall not apply with respect to any information after two (2) years following the disclosure thereof or any information (a) is in the public domain, or (b) was in its possession or known by the Receiving Party prior to receipt from the Disclosing Party, or (c) was rightfully disclosed to the Receiving Party without restriction by a third party, or (d) was independently developed by the Receiving Party or (e) is required to be disclosed by law.
SECTION 9. LIMITED WARRANTIES
Beehive undertakes to use reasonable efforts consistent with prevailing industry standards to maintain the Services in a manner which minimizes errors and interruptions in the Services and shall perform the Services in a professional and workmanlike manner. Services may be temporarily unavailable for scheduled maintenance, for unscheduled emergency maintenance, or other reasons either by Beehive or by third-party providers, or because of other causes beyond Beehive’s reasonable control, but Beehive shall use reasonable efforts to provide advance notice in writing or by e-mail of any scheduled service disruption. EXCEPT AS EXPRESSLY SET FORTH IN THIS SECTION, THE SERVICES ARE PROVIDED “AS IS” BEEHIVE AND ITS SUPPLIERS AND LICENSORS DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF, MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. IN ADDITION, NEITHER BEEHIVE NOR ITS LICENSORS WARRANTS THE RESULTS THAT MAY BE OBTAINED FROM USE OF THE SERVICES OR THAT THE SERVICES WILL BE UNINTERRUPTED, ACCURATE OR ERROR FREE.
SECTION 10. LIMITATION OF LIABILITY.
EXCEPT FOR THE INDEMNIFICATION OBLIGATIONS, IN NO EVENT SHALL BEEHIVE, NOR ITS DIRECTORS, EMPLOYEES, AGENTS, PARTNERS, SUPPLIERS OR CONTENT PROVIDERS, BE LIABLE UNDER CONTRACT, TORT, STRICT LIABILITY, NEGLIGENCE OR ANY OTHER LEGAL OR EQUITABLE THEORY WITH RESPECT TO THE SUBJECT MATTER OF THIS AGREEMENT: (A) FOR ERROR OR INTERRUPTION OF USE OR FOR LOSS OR INACCURACY OR CORRUPTION OF DATA OR COST OF PROCUREMENT OF SUBSTITUTE GOODS, SERVICES OR TECHNOLOGY OR LOSS OF BUSINESS; (B) FOR ANY INDIRECT, EXEMPLARY, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES; (C) FOR ANY MATTER BEYOND BEEHIVE’S REASONABLE CONTROL; OR (D) FOR ANY AMOUNTS THAT, TOGETHER WITH AMOUNTS ASSOCIATED WITH ALL OTHER CLAIMS, EXCEED THE FEES PAID AND PAYABLE BY CUSTOMER TO BEEHIVE FOR THE SERVICES UNDER THIS AGREEMENT IN THE ONE MONTH PRIOR TO THE ACT THAT GAVE RISE TO THE LIABILITY HEREUNDER. , IN EACH CASE, WHETHER OR NOT BEEHIVE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
SECTION 11. GENERAL.
11.1 Miscellaneous. If any provision of this Agreement is found to be unenforceable or invalid, that provision will be limited or eliminated to the minimum extent necessary so that this Agreement will otherwise remain in full force and effect and enforceable. This Agreement is not assignable, transferable or sublicensable by Customer except with Beehive’s prior written consent. Beehive may transfer and assign any of its rights and obligations under this Agreement without consent. Beehive may utilize subcontractors in the performance of its obligations hereunder. This Agreement is the complete and exclusive statement of the mutual understanding of the parties and supersedes and cancels all previous written and oral agreements, communications and other understandings relating to the subject matter of this Agreement. We reserve the right to modify this Agreement at any time, but if we do, we will place a notice on our website, send you an email, and/or notify you by some other means. If you don’t agree with the changes, you are free to reject them; unfortunately, that means you will no longer be able to use the Services. If you use the Services in any way after a change to the Agreement is effective, that means you agree to all of the changes. Except for changes by us as described here, no other amendment or modification of this Agreement will be effective unless in writing and signed by both you and us. No agency, partnership, joint venture, or employment is created because of this Agreement and Customer does not have any authority of any kind to bind Beehive in any respect whatsoever. All notices under this Agreement will be in writing and will be deemed to have been duly given when received. All notices shall be sent to a party’s Chief Executive Officer at the address provided by such party, if personally delivered; when receipt is electronically confirmed, if transmitted by facsimile or e-mail; the day after it is sent, if sent for next day delivery by recognized overnight delivery service; and upon receipt, if sent by certified or registered mail, return receipt requested. Either party may update its address by giving notice in accordance with this section. Except for payment obligations, neither party shall be liable for any failure to perform its obligations hereunder where such failure results from any cause beyond such party’s reasonable control, including, without limitation, the elements; fire; flood; severe weather; earthquake; vandalism; accidents; sabotage; power failure; denial of service attacks or similar attacks; Internet failure; acts of God and the public enemy; acts of war; acts of terrorism; riots; civil or public disturbances; strikes lock-outs or labor disruptions; any laws, orders, rules, regulations, acts or restraints of any government or governmental body or authority, civil or military, including the orders and judgments of courts.
11.2 Assurances. The parties shall work together in good faith to issue at least one mutually agreed upon press release within 90 days of the Effective Date, and Customer otherwise agrees to reasonably cooperate with Beehive to serve as a reference account upon request.
11.3 Choice of Law and Jurisdiction. This agreement, any Order Form, and all claims arising out of or related thereto will be governed by the laws of the State of Delaware, excluding its conflicts of law rules.. Any dispute that arises between the Parties concerning this Agreement or any Order Form, forum and venue will be laid exclusively in the state and federal courts located nearest to Dover, Delaware, and such courts shall have exclusive jurisdiction over any dispute concerning this agreement or any Order Form. The parties hereby expressly disclaim the application of the Uniform Computer Information Transaction Act and the United Nations Convention on the International Sale of Goods to this agreement or any Order Form. In any action or proceeding to enforce rights under this Agreement, the prevailing party shall be entitled to recover costs and attorneys’ fees. If any provision of this Agreement is held to be unenforceable for any reason, such provision shall be reformed only to the extent necessary to make it enforceable. The failure of either party to act with respect to a breach of this Agreement by the other party shall not constitute a waiver and shall not limit such party’s rights with respect to such breach or any subsequent breaches.
If Customer has any questions, comments, or concerns regarding this Agreement, Customer may contact the Beehive at
Beehive AI, Inc.
Attn: Beehive AI Legal
611 Gateway Blvd, Suite 120
South San Francisco, CA 94080
United States
Phone: 415-494-7982
Email: info@beehive.ai