G O B E E P

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GoBeep Terms of Service

Effective Date: April 14, 2020

These Terms of Service (“Terms”) govern your use of our GoBeep solution (the “Services”), which are owned or operated by GoBeep, Inc. (“GoBeep”, “we”, “our” or “us”).

Our Privacy Policy, available at https://www.gobeep.me/privacy-policy, is incorporated by reference into these Terms. Please read these Terms and the Privacy Policy carefully before you access the Services, as these Terms form a binding legal agreement between you and GoBeep.

These Terms may apply to you individually, the business or other legal entity user you represent, or both. If you are using the Services on behalf of a company or other legal entity, you hereby represent and warrant that you have the authority to enter into these Terms on behalf of such entity. By accessing, registering for or using the Services, or entering into an ordering document incorporating these Terms, you: (1) acknowledge that you have read and understand these Terms; (2) agree to be bound by them in their entirety, and (3) are entering into a legally binding agreement with us. As used in these Terms and unless separately identified as applicable to either an individual or entity, “you” and “your” refer to both you individually and the entity on behalf of which you are entering into these Terms.

IF YOU DO NOT AGREE TO ALL OF THESE TERMS, DO NOT USE THE SERVICES. YOUR USE OF OUR SERVICES REQUIRES YOUR ACCEPTANCE OF THESE TERMS AS THEY MAY BE AMENDED FROM TIME TO TIME, INCLUDING THE POLICIES INCORPORATED BY REFERENCE HEREIN, WHICH INCLUDES THE GOBEEP PRIVACY POLICY.

1. Overview of Services; Changes.

1.1. Overview of Services. GoBeep is an online and mobile-based solution tailored to breweries and wineries to help them manage their customer relationships, including receiving and responding to feedback from your customers, advertising, setting up memberships or clubs, communicating directly with your patrons. The Services include the products and services that are ordered by you pursuant to an ordering document or other agreement or provided to you free of charge (as applicable) or under a free trial, and made available online by us.

1.2. Changes. Because the software is hosted in the cloud and is constantly improving with new features or better performance, we may need to update these terms from time to time, which we may do upon notice to you.

1.2 Your Eligibility; Your Responsibility

2.1. Eligibility. To be eligible to use the Services, you represent and warrant that you: (i) are at least 18 years of age, or otherwise over the age of majority in the jurisdiction in which you reside; (ii) are not currently restricted from the Services and are not otherwise prohibited from having an account related thereto; (iii) will only maintain one account at any given time; (iv) will only provide accurate information to GoBeep; (v) have full power and authority to enter into these Terms and doing so will not violate any other agreement to which you are a party; and (vi) will not violate any rights of GoBeep or a third party.

2.2. Restrictions. You assume all responsibility for your use of, and access to, the Services. Accounts are for a single user, company or other legal entity, as applicable. Any multiple-party use, other than individual use on behalf of a company or other legal entity, is prohibited. For example, sharing a login between non-entity individual users is prohibited.

2.3. Interactions with Users. You are solely responsible for all interactions with other users of the Services, including, without limitation, consumer users, and you will comply with all laws and regulations when using the Services, including, without limitation, marketing and relevant anti-spam laws. You acknowledge and agree that we do not have an obligation to verify any content or other information provided by users on the Services. The Services may permit you to communicate directly with individual users or include various forums that allow you to post comments. GoBeep may grant other users of the Services access and share rights to your Content in accordance with these Terms, your settings and the nature of your connection with such other users. Information you share may be seen and used by other users of the Services. GoBeep cannot guarantee that users of the Services will not use the information that you share on GoBeep, nor the manner of use. GoBeep is not responsible for another user’s or other third party’s misappropriation or misuse of your Content or other information. You are solely responsible for your interactions with other users. Additionally, GoBeep is not responsible for the truthfulness, accuracy, authenticity, or completeness of any of the Content or any other information provided by other users or any other third party. You hereby release GoBeep from all claims, demands, or damages of every kind, known or unknown, in any way connected with (i) any relationship arising between users of the Services, (ii) any dispute between you and another user, or (iii) arising out of any services which originated through the Services or were otherwise provided by a user. Additionally, you agree to immediately report to us any false information provided or misconduct by any user of the Services.

3. Personal Information; Your Content; Your Account

3.1. Accuracy. You represent and warrant that all information you submit to us is true, accurate, current and complete and that you will promptly notify us in writing if your information changes. It is your responsibility to keep your account and profile information accurate and updated. We are not responsible for any disputes or claims related to any inaccurate, incomplete, or untimely information provided by you to us.

3.2. Privacy. To use our Services, you must register with us and submit certain personally identifiable information. You expressly agree that we may collect, disclose, store and otherwise use your information in accordance with the terms of the GoBeep Privacy Policy, available at https://www.gobeep.me/privacy-policy.

3.3. Your Content. As between you and GoBeep, you own the information, materials, photos, or other content (the “Content”) you provide GoBeep under this Agreement. Any Content that you upload or otherwise provide to GoBeep in connection with the Services may be used by GoBeep in order to provide the Services. Accordingly, you grant to GoBeep a worldwide, royalty-free, fully paid, sublicensable, non-exclusive, and transferable right to use, publish, reproduce, distribute, modify, prepare derivative works of, adapt, publicly display and otherwise use the Content to provide the Services. Additionally, you authorize us to use your corporate logo and corporate name, if applicable, for any promotional purposes (to opt-out, email us at privacy@gobeep.me). Notwithstanding the foregoing, you retain all rights to the Content, except as otherwise provided herein or as otherwise provided in any other agreement between you and GoBeep. Any Content you submit to us is provided at your own risk of loss. You are solely responsible for all Content you share, provide, display, publish, or disseminate to others, whether such action was taken by us or you. By providing Content to us, you represent and warrant that you are entitled to submit it and that it is not confidential and not in violation of any law, contractual restrictions or other third party rights (including any intellectual property rights). GoBeep may also remove or delete your Content from the Services at any time in its sole discretion.

3.4. Your Account. Except for your Content licensed to us as set forth above, the account you create and any related profile is owned by us. With regard to your account, you agree to: (i) keep your password secure and confidential; (ii) not permit others to use your account; (iii) not use the accounts of others; (iv) not transfer your account to another party; and (v) notify us of any actual or suspected unauthorized use of your account. You are responsible for any activity occurring under your account.

3.5. Feedback. You may from time to time identify problems, solutions to identified problems, provide suggestions, comments or other feedback related to our Services or otherwise relating to GoBeep (“Feedback”) to GoBeep. You acknowledge and agree that all Feedback is and shall be given entirely voluntarily and GoBeep shall be free to use or disclose such Feedback for any purpose. You further acknowledge and agree that your Feedback does not contain confidential or proprietary information and you are not entitled to any compensation or reimbursement of any kind from GoBeep under any circumstances relating to such Feedback.

4. Personal Use; Limited License; Ownership

Subject to the terms and conditions herein, GoBeep grants you permission to access the Services through a generally available mobile device, web browser or GoBeep authorized website to view content and information and otherwise use the Services to the extent intended and permitted by the functionality thereof. This permission is personal to you, and you may not resell our Services, permit other users access to our Services through your account, or use the Services to host content for others. You may not copy or download any content from the Services except with the prior written approval of GoBeep. You acknowledge that, except as otherwise expressly provided, these Terms are solely between you and GoBeep.

Furthermore, without the prior written approval of GoBeep, you may not distribute, publicly perform or display, lease, sell, transmit, transfer, publish, edit, copy, create derivative works from, rent, sub-license, distribute, decompile, disassemble, reverse engineer or otherwise make unauthorized use of the Services. Any commercial use not expressly authorized is prohibited. You agree not to remove, obscure, or alter copyright, patent, trademark, or other proprietary rights notices affixed to the Services. Your rights are subject to your compliance with these Terms as well as any other agreements applicable to the Services you are using. The Services provided by GoBeep are licensed, not sold. The Services, and all copies of the Services, are owned by GoBeep or its third party licensors and are protected by various intellectual property laws, including, without limitation, copyright and trade secret laws. GoBeep reserves all rights not expressly granted to you herein. You agree that you have no right to any GoBeep trademark or service mark and may not use any such mark in any way unless expressly authorized by GoBeep.

Making unauthorized copies or distribution of our content or otherwise violating these Terms may result in the termination of your GoBeep account, prohibition on use of the Services, and further legal action. GoBeep reserves the right to limit your use of or access to the Services, in its sole discretion in order to maintain the performance and availability of the Services and to enforce these Terms of Service.

GoBeep is not liable for the loss, corruption, alteration or removal of any content transmitted using our Services. By using our Services, you expressly waive the right to seek damages and agree to hold GoBeep harmless for any such loss, alteration, corruption or removal. You acknowledge and agree that you are solely responsible for retaining all records and reconciling all transaction information relating to your use of the Services.

5. Fees; Payment Terms

If you purchase any Services that we offer for a fee (“Paid Services”), you agree to pay the applicable fees for the Paid Services when due plus all related taxes. All applicable taxes are calculated based on the billing information you provide us at the time of purchase. Unless otherwise denoted, all fees are assessed in U.S. dollars. You also agree that GoBeep and its third-party service providers providing payment processing services may store your payment information. We may charge your payment information for subsequent charges you authorize, such as account upgrades or other special charges authorized by you. If the payment method you use with us reaches its expiration date and you do not edit the applicable information or cancel such Paid Service, you authorize us to continue billing that payment method and you remain responsible for any uncollected amounts. If you purchase a subscription to a Paid Service, you will be billed for your first month immediately upon purchasing or upgrading to a subscription account. Unless otherwise set forth on an applicable ordering document incorporating these Terms, the Services are billed in advance on a monthly basis and are non-refundable. For any upgrade or downgrade in plan level, your payment information will automatically be charged the new rate on your next billing cycle in addition to the prorated change in the amount of your subscription for the remainder of the current billing cycle (downgrading your plan level may cause the loss of features or capacity of your account; GoBeep does not accept any liability for such loss). Your subscription account shall automatically renew, provided that you may cancel the subscription any time before the end of the current billing period and the cancellation will take effect on the next billing period. You shall retain access to such Paid Services from the time you cancel until the start of the next billing period, but you will not receive a refund or credit for any days remaining in your current billing period. You agree to reimburse us for all collection costs and interest for any overdue amounts.

GoBeep may offer certain customers free trials to Paid Services. If you purchase a subscription to a Paid Service that includes a free trial, you will receive free access to such Paid Service for the duration of the free trial period. At the end of the applicable free trial period, you will be charged the price of the subscription for such Paid Service and may continue to be charged until you cancel your subscription. To avoid charges, you must cancel before the end of the free trial period.

Failure to pay may result in the termination of your subscription. You may cancel or suspend your Paid Services by contacting GoBeep at support@gobeep.me. Unless expressly stated to the contrary, we do not guarantee refunds for lack of usage, dissatisfaction or any other reason.

Paid Services may be subject to additional terms, in addition to these Terms, related to the provision of the Paid Service.

6. Acceptable Use Policy

You agree to comply with all applicable laws and regulations in connection with your use of the Services. You may not use our Services to post or transmit any illegal material, including without limitation any transmissions that would constitute a criminal offense, give rise to civil liability, or otherwise violate any local, state, national or international law or regulation. In particular, the following is a representative, non-exhaustive list of acts that are prohibited:

  • Using the Services while operating a motor vehicle;
  • Acts that involve deceptive online marketing practices or fraud;
  • Acts that may materially and adversely affect the quality of other users’ experience;
  • Actual or attempted unauthorized use or sabotage of any computers, machines or networks;
  • Introducing malicious programs into GoBeep’s Services, network or servers (e.g. viruses, worms, Trojan horses, etc.);
  • Engaging in any monitoring or interception of data not intended for you without authorization;
  • Attempting to circumvent authentication or security of any host, network, or account without authorization;
  • Reverse engineer, decompile, disassemble, decipher or otherwise attempt to derive the source code for any underlying intellectual property used to provide the Services, or any part thereof;
  • Adapt, modify or create derivative works based on the Services, technology underlying the Services, or other users’ content, in whole or part;
  • Duplicate, license, sublicense, publish, broadcast, transmit, distribute, perform, display, sell, rebrand, or otherwise transfer information found on the Services (excluding content posted by you) except as permitted in these Terms, or as expressly authorized by GoBeep in writing;
  • Using any method, software or program designed to collect identity information, authentication credentials, or other information;
  • Transmitting or receiving, uploading, using or reusing material that is abusive, indecent, defamatory, harassing, obscene or menacing, or a breach of confidence, privacy or similar third party rights;
  • Transmitting or receiving, uploading, using or reusing material that violates any intellectual property rights of a third party, including, without limitation, patents, trademarks, trade secrets or copyrights;
  • Transmitting, receiving, uploading, using or reusing material that you do not have a right to transmit under any law or under contractual or fiduciary relationships (such as inside information, proprietary and confidential information learned or disclosed as part of employment relationships or under nondisclosure agreements);
  • Falsifying user identification information;
  • Using the Services for anything other than lawful purposes including, but not limited to, intentionally or unintentionally violating any applicable local, state, national or international law; or
  • Impersonating any person or entity, including, but not limited to, a GoBeep representative, or falsely stating or otherwise misrepresenting your affiliation with a person or entity.
7. Copyright Protected Materials

policy to terminate, in appropriate circumstances, the accounts of subscribers who infringe the copyrights of others. You may not upload, download, post, publish, transmit, reproduce, or distribute in any way, files, material, information, software or other material obtained through the Services that is protected by copyright or other proprietary right or derivative works with respect thereto, without obtaining permission of the copyright owner or other right holder. GoBeep has the right, but not the obligation, to remove from the Services any files, material, information, software or other material GoBeep believes is or may be, in its sole discretion, infringing or otherwise in violation of the rights of others.

If you believe in good faith that your copyright has been infringed, please provide a written communication regarding such belief to: support@gobeep.me.

8. Right to Restrict or Terminate Access

GoBeep may deny or restrict your access to all or part of the Services without notice in its reasonable discretion if it deems that you have engaged in any conduct or activities that GoBeep in its reasonable discretion believes violates the letter or spirit of any of these Terms. If GoBeep denies or restricts your access to the Services because of such a violation, you shall have no right to obtain any refund or credit for the subscriptions fees you have paid.

In the event that these Terms or the Services are terminated for any reason or no reason, you acknowledge and agree that you will continue to be bound by these Terms. Following termination, you shall immediately cease use of the Services and any license granted to you under any agreement related to your use of the Services shall immediately terminate. Upon termination, GoBeep reserves the right to delete all of your Content, data, and other information stored on GoBeep’s servers. GoBeep will not be liable to you or any third party as a result of the termination of these Terms or the Services or for any actions taken by GoBeep pursuant to these Terms as a result of such termination. Without limiting the generality of the foregoing, GoBeep will not be liable to you or any third party for damages, compensation, or reimbursement relating to your use of the Services, or the termination thereof.

You may terminate these Terms by terminating your use of the Services and any related account. Termination of these Terms or the Services does not relieve you from your obligation to pay GoBeep any amounts owed to GoBeep.

9. Security

You acknowledge and agree that you are solely responsible for protecting your password and other personal information and for the consequences of not protecting such data. Access to our Services and to certain online transactions may involve the use of identification numbers, passwords, payment accounts or other individualized nonpublic information (“Private Documentation”). You shall use your best efforts to prevent unauthorized use of our Services, your account, or of any Private Documentation, and shall promptly report to GoBeep any suspected unauthorized use or other breach of security. You shall be responsible for any unauthorized use of your account, identification numbers or passwords until we receive written notice of a breach of security and a request to block further access for such numbers and passwords. GoBeep shall not be liable for any unauthorized use of payment accounts.

10. Disclaimer of Warranty

YOUR USE OF THE SERVICES IS AT YOUR SOLE RISK. ALL SITE CONTENT AND THE SERVICES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, WITHOUT WARRANTIES OF ANY KIND, EXPRESS, STATUTORY OR IMPLIED, INCLUDING WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, CUSTOM, TRADE, QUIET ENJOYMENT, NONINFRINGEMENT, AVAILABILITY OR ACCURACY OF INFORMATION. GOBEEP DOES NOT WARRANT THAT THE SERVICES WILL BE AVAILABLE, WILL MEET YOUR REQUIREMENTS OR WILL OPERATE IN AN UNINTERRUPTED, ERROR-FREE OR COMPLETELY SECURE MANNER OR THAT ERRORS OR DEFECTS WILL BE CORRECTED. GOBEEP DOES NOT MAKE ANY REPRESENTATIONS, WARRANTIES, OR CONDITIONS REGARDING THE USE OR THE RESULTS OF THE USE OF THE SERVICES, IN TERMS OF THEIR ACCURACY, RELIABILITY, TIMELINESS, COMPLETENESS, OR OTHERWISE.

Some jurisdictions may not allow the exclusion or limitation of implied warranties or conditions, or allow limitations on how long an implied warranty lasts, so the above limitations or exclusions may not apply to you. In such event, GoBeep’s warranties and conditions with respect to the services will be limited to the greatest extent permitted by applicable law in such jurisdiction.

11. Limitation of Liability

UNDER NO CIRCUMSTANCES WILL GOBEEP, ITS AFFILIATES, EMPLOYEES, AGENTS, REPRESENTATIVES, LICENSORS OR OTHER THIRD PARTY PARTNERS (“GOBEEP PARTIES”) BE LIABLE TO YOU OR ANY OTHER PERSON FOR ANY INDIRECT, INCIDENTAL, PUNITIVE, SPECIAL, EXEMPLARY OR CONSEQUENTIAL DAMAGES ARISING OUT OF THE USE, INABILITY TO USE, OR THE RESULTS OF USE OF OUR SERVICES, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), OR ANY OTHER LEGAL THEORY; INCLUDING WITHOUT LIMITATION DAMAGES RESULTING FROM LOST PROFITS, LOST DATA, LOSS OF BUSINESS OR BUSINESS INTERRUPTION, WHETHER DIRECT OR INDIRECT, ARISING OUT OF THE USE, INABILITY TO USE, OR THE RESULTS OF USE OF OUR SERVICES, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), OR ANY OTHER LEGAL THEORY.

A GOBEEP PARTY’S TOTAL CUMULATIVE LIABILITY SHALL IN NO EVENT EXCEED THE GREATER OF: (A) THE AMOUNT YOU PAID GOBEEP FOR YOUR USE OF THE SERVICES IN THE PRIOR SIX (6) MONTHS; AND (B) THE SUM OF ONE HUNDRED (100) US DOLLARS.

12. Indemnity

You agree to defend, indemnify and hold the GoBeep Parties harmless from any claim or demand, including reasonable attorneys’ fees, made by any third party arising out of or relating to (i) any violation of these Terms by you; (ii) your Content or any other content or material you submit or otherwise transmit through our Services; (iii) your violation of any rights of another; (iv) your provision of professional services; or (v) your use of the Services. GoBeep reserves the right, at its own expense, to assume the exclusive defense and control of any matter otherwise subject to defense by you.

13. Electronic Notices and Disclosures

You acknowledge and agree that GoBeep may provide notices and other disclosures to you electronically by posting such notices or other disclosures on GoBeep’s website or by emailing it to you at any email address provided to GoBeep by you. Such notices or other disclosures shall be considered received by you twenty-four (24) hours following the email being sent to you, as applicable. Any such electronic notice or other disclosure shall have the same effect and meaning as if it had been provided to you as a paper copy.

14. Third-Party Terms

If you are accessing the Services through an application from the Apple App Store, you and GoBeep agree to the following additional terms:

  • GoBeep and you acknowledge that these Terms are concluded between you and GoBeep only, and not with Apple, and GoBeep, not Apple, is solely responsible for the Services and the content thereof. GoBeep and you agree to be bound by the App Store Terms of Service as of the Effective Date (which you acknowledge you have had the opportunity to review), including without limitation the Usage Rules (as defined in the App Store Terms of Service) (capitalized terms below have the definitions given to them in the App Store Terms of Service unless otherwise defined herein).
  • You may only access the Services on an iOS product that you own or control and only as permitted by the Usage Rules set forth in the App Store Terms of Service.
  • To the extent set forth herein or required by applicable law, GoBeep is solely responsible for providing any maintenance and support services with respect to the Services. You acknowledge and agree that Apple has no obligation whatsoever to furnish any maintenance and support services with respect to the Services.
  • GoBeep, not Apple, is solely responsible for any product warranties set forth in these Terms, whether express or implied by law, to the extent not effectively disclaimed. In the event of any failure of the application to conform to any applicable warranty, you may notify Apple, and Apple will refund the purchase price for the application to you; provided that, to the maximum extent permitted by applicable law, Apple will have no other warranty obligation whatsoever with respect to the Services, and any other claims, losses, liabilities, damages, costs or expenses attributable to any failure to conform to any warranty, if any, will be GoBeep’s sole responsibility, to the extent not disclaimer herein.
  • GoBeep and you acknowledge that GoBeep, not Apple, is responsible for addressing any claims by you or any third party relating to the Services or your possession and/or use of the Services, including, but not limited to: (i) product liability claims; (ii) any claim that the Services fail to conform to any applicable legal or regulatory requirement; and (iii) claims arising under consumer protection or similar legislation.
  • Apple shall in no way be responsible for any claim (including any related investigation, defense, settlement or discharge thereof) that the Services or your possession and use of the Services infringe any third party’s intellectual property rights.
  • If you send SMS messages through Services, you acknowledge that standard text messaging rates or other carrier charges may apply to such use.
  • If you authorize GoBeep to access your Address Book on your iOS product, you acknowledge and agree that GoBeep may access and use such data to invite share job with your contacts.
15. Miscellaneous

15.1. These Terms, along with any rules, guidelines, or policies published on the GoBeep homepage constitute the entire agreement between GoBeep and you with respect to your use of our Services. If there is any conflict between the Terms and any other rules or instructions posted on the Services, the Terms shall control.

15.2. No amendment to these Terms by you shall be effective unless acknowledged in writing by GoBeep. Notwithstanding the foregoing, GoBeep reserves the right, in its sole discretion, to modify these Terms or the policies referenced herein at any time as set forth above.

15.3. These Terms shall be governed by, and construed in accordance with, the laws of the state of South Carolina, without reference to its choice of law rules. Subject to the arbitration provisions above, exclusive venue for any action arising out of or in connection with this agreement shall be in Greenville, South Carolina. The parties each hereby consent to the jurisdiction and venue in Greenville, South Carolina and waive any objections to such jurisdiction and venue. Notwithstanding the foregoing, you agree that GoBeep shall be entitled to apply for injunctive remedies or other equitable relief in any jurisdiction. Subject to any applicable law to the contrary, you agree that any cause of action arising out of or related to the use of our Services must be commenced within one (1) year after the cause of action accrues, or such action will be permanently barred. These Terms do not limit any rights that GoBeep may have pursuant to any intellectual property laws or any other laws.

15.4. If any portion of these Terms is found to be unenforceable or invalid for any reason, that provision will be limited or eliminated to the minimum extent necessary so that the rest of these Terms will otherwise remain in full force and effect.

15.5. You may not assign your rights or obligations under these Terms without the prior written consent of GoBeep.

15.6. GoBeep’s failure to insist upon or enforce any provision of these Terms shall not be construed as a waiver of any provision or right. All rights and remedies available to GoBeep, pursuant to this Agreement or otherwise, at law or in equity, are cumulative and not exclusive of any other rights or remedies that may be available to GoBeep. In no event shall you seek or be entitled to rescission, injunctive or other equitable relief, or to enjoin or restrain the operation of the Services, or any other materials issued in connection therewith, or exploitation of the Services or any content or other material used or displayed through the Services.

15.7. Any sections or terms which by their nature should survive or are otherwise necessary to enforce the purpose of these Terms, will survive the termination of these Terms and termination of the Services.

15.8. All headings included in these Terms are included for convenience only, and shall not be considered in interpreting these Terms.

15.9. Except as otherwise expressly set forth herein, there shall exist no right of any person, other than you and GoBeep, to claim a beneficial interest in these Terms or any rights occurring by virtue of these Terms. No independent contractor relationship, partnership, joint venture, employer-employee or franchise relationship is created by this Agreement.

 

If you have any questions, complaints, or claims, you may contact GoBeep at 17 Stephane Street, Greenville, SC 29609, (864) 729-4887.