Developer Terms

PLEASE READ CAREFULLY

This licence agreement (Licence) is a legal agreement between you or an entity you represent (Licensee or you) and BEAM XR LIMITED of Ye Olde Hundred, Church Way, North Shields, Tyne And Wear, United Kingdom, NE29 0AE (Beam XR, Beam XR Ltd, Licensor, us or we) for:

Beam XR software for developers, including SDKs, code, APIs, websites, User Portals, Apps, Developer Portals, Developer features, features and any and all software available for use at https://beamxr.io, the data supplied with the software, and the associated media (Software); and
printed materials and online documentation (Documents).

We license use of the Software and Documents to you on the basis of this Licence and limitations of access, features, usage and term, and associated payment terms set out either at https://beamxr.io/pricing or superseded by another mutually agreed contract (Contract Details). We do not sell the Software or Documents to you. We remain the owners of the Software and Documents at all times. You certify that you represent yourself, or another legal entity that you are legally able to represent, and that you and the entity are able to be bound to this Licence.

This Licence comprises of the conditions set out below and the Contract Details. Where there is any conflict between the Contract Details and the conditions, the Contract Details shall take precedence.

You should print a copy of this Licence for future reference.

1. Grant and Scope of Licence

1.1 In consideration of payment by you of the agreed licence fee (Licence Fee) and you agreeing to abide by the terms of the Contract Details and this Licence, we grant to you a non-exclusive, non-transferable, revocable licence to use the Software and the Documents on the terms of this Licence for the term of the subscription (Subscription Term).

1.2 You may:

1.2.1 Access, use and/or install the Software in accordance with the tiered agreements and associated limitations specified in https://beamxr.io/pricing.

1.2.2 receive and use any free supplementary software code or update of the Software incorporating “patches” and corrections of errors as may be provided by the Licensor from time to time; and

1.2.3 use any Documentation in support of the use permitted under condition 1.2 and make up to 2 copies of the Documentation as are reasonably necessary for its lawful use.

1.3 This Licence does not supersede, cancel, or amend any Bespoke Licence Agreement mutually signed by you and Beam XR Ltd (whether by ink or digital signatures) that is in effect. Despite affirming agreement as required below, the terms and conditions of any such other Bespoke Licence Agreement shall continue and be the complete and exclusive agreement between the parties with respect to the subject matter of such other Licence Agreement.

1.3.1 download, install and use the Software for the purposes detailed on https://beamxr.io, namely to enable livestreaming, forwarding, recording and two-way communication of video, audio, written media, events and other data (Purpose), subject to limits published at https://beamxr.io/pricing:

1.3.2 provided you comply with the provisions in condition 2, make up to 1 copy of the Software for back-up purposes only; and

1.3.3 receive and use any free supplementary software code or update of the Software incorporating “patches” and corrections of errors as may be provided by us from time to time.

2. Restrictions

2.1 Except as expressly set out in this Licence, in the Contract Details or as permitted by any local law, you undertake:

2.1.1 not to copy the Software or Documents except where such copying is incidental to normal use of the Software, or where it is necessary for the purpose of back-up or operational security;

2.1.2 not to rent, lease, sub-license, loan, translate, merge, adapt, vary or modify the Software or Documents;

2.1.3 not to make alterations to, or modifications of, the whole or any part of the Software, nor permit the Software or any part of it to be combined with, or become incorporated in, any other programs;

2.1.4 not to disassemble, de-compile, reverse engineer or create derivative works based on the whole or any part of the Software nor attempt to do any such things, except to the extent that (by virtue of sections 50B and 296A of the Copyright, Designs and Patents Act 1988) such actions cannot be prohibited because they are necessary to decompile the Software to obtain the information necessary to create an independent program that can be operated with the Software or with another program (Permitted Objective), and provided that the information obtained by you during such activities:

2.1.4.1 is used only for the Permitted Objective;

2.1.4.2 is not disclosed or communicated without the Licensor’s prior written consent to any third party to whom it is not necessary to disclose or communicate it in order to achieve the Permitted Objective; and

2.1.4.3 is not used to create any software that is substantially similar in its expression to the Software;

2.1.5 not to exceed the usage thresholds specified in the Contract Details, without making the relevant payment in advance;

2.1.6 to keep all copies of the Software secure and to maintain accurate and up-to-date records of the number and locations of all copies of the Software;

2.1.7 to include our copyright notice on all entire and partial copies of the Software in any form;

2.1.8 not to provide, or otherwise make available, the Software in any form, in whole or in part (including, but not limited to, program listings, object and source program listings, object code and source code) to any person without prior written consent from us;

2.1.9 to comply with all applicable technology control or export laws and regulations.

2.1.10 not to directly or indirectly use the Software, or permit the Software to be used, to store, distribute, transmit or use in any other way content or material which:

2.1.10.1 is unlawful, harmful, threatening, defamatory, obscene, infringing, harassing or racially or ethnically offensive;

2.1.10.2 facilitates or promotes illegal activity;

2.1.10.3 promotes unlawful violence or any form of abuse;

2.1.10.4 is discriminatory based on race, gender, colour, religious belief, sexual orientation, disability; or

2.1.10.5 is otherwise illegal or causes damage or injury to any person or property or could reasonably be seen to do so; and we reserve the right, without liability or prejudice to our other rights, to disable your access to any material that breaches the provisions of this condition 2.1.10.

2.1.11 not to use the Software for any other purpose aside from the Purpose as stated in this Licence and in the Contract Details;

2.1.12 to supervise and control use of the Software and ensure that the Software is used by your employees and representatives in accordance with the terms of this Licence;

2.1.13 You warrant that you are not:

2.1.13.1 listed on, owned or controlled (directly or indirectly) by, or acting on behalf of a person listed on any sanctions list issued or maintained by:

(a) the United Kingdom’s Office of Financial Sanctions Implementation,

(b) the United Nations Security Council,

2.1.13.2 resident, domiciled, or located in, or incorporated under the laws of, any country or territory that is subject to general financial, trade, or investment restrictions under any sanctions law or regulation (Sanctioned Territory).

2.1.14 You shall not, directly or indirectly, use the Software, or permit the Software to be used:

2.1.14.1 by or for the benefit of any person listed on a Sanctions List;

2.1.14.2 in any Sanctioned Territory; or

2.1.14.3 in any manner that would cause us to be in breach of any applicable sanctions laws or regulations (Sanctions).

2.1.15 You shall promptly notify us if you become aware that you or any party involved in your use of the Software is:

2.1.15.1 identified as a sanctions target by any relevant authority;

2.1.15.2 subject to any investigation, inquiry, or enforcement action related to Sanctions; or

2.1.15.3 engaged in any conduct that could reasonably be expected to result in a breach of Sanctions.

2.1.16 You warrant that you have implemented and maintain adequate policies, procedures, and controls designed to ensure compliance with Sanctions.

2.1.17 If we reasonably determine that you have breached conditions 2.1.13, 2.1.14, 2.1.15 or 2.1.16, we may, at our discretion, suspend or terminate this Licence with immediate effect and without liability.

3. Intellectual Property Rights

3.1 You acknowledge that all intellectual property rights in the Software and the Documents anywhere in the world belong to us, that rights in the Software are licensed (not sold) to you, and that you have no rights in, or to, the Software or the Documents other than the right to use them in accordance with the terms of this Licence and the Contract Details.

3.2 You acknowledge that you have no right to have access to the Software in source code form other than as expressly provided in this Licence.

3.3 By way of further consideration for your use of the Software, you hereby assign to us, with full title guarantee and free from all encumbrances, all intellectual property rights in any content or materials produced, created, or developed by you through or in connection with your use of the Software, whether now or in the future.

3.4 Subject to condition 3.3, we grant to you a worldwide, non-exclusive, royalty-free licence to use the intellectual property rights in any content or materials assigned to us under condition 3.3, according to any tiered access rights specified at https://beamxr.io/pricing , solely for the purposes of your use of the Software.

3.5 You shall promptly execute and deliver such documents and perform such acts as may be required in order to give effect to or perfect any assignment referred to in condition 3.3.

4. Limited Warranty

4.1 We warrant that:

4.1.1 the Software will, when properly used and on an operating system for which it was designed, perform substantially in accordance with the functions described in the Documents; and

4.1.2 that the Documents correctly describe the operation of the Software in all material respects, for a period of 90 days from the date of your installation of the Software (Warranty Period).

4.2 If, within the Warranty Period, you notify us in writing of any defect or fault in the Software as a result of which it fails to perform substantially in accordance with the Documents, we will, at our sole option, either repair or replace the Software, provided that you make available all the information that may be necessary to help us to remedy the defect or fault, including sufficient information to enable us to recreate the defect or fault.

4.3 The warranty does not apply:

4.3.1 if the defect or fault in the Software results from you having altered or modified the Software; and

4.3.2 if the defect or fault in the Software results from you having used the Software in breach of the terms of this Licence.

5. Limitation of Liability

5.1 You acknowledge that the Software has not been developed to meet your individual requirements, including any particular cybersecurity requirements you might be subject to under law or otherwise, and that it is therefore your responsibility to ensure that the facilities and functions of the Software as described in the Documents meet your requirements.

5.2 We only supply the Software and Documents for internal use by your business, and you agree not to use the Software or Documents for any re-sale purposes.

5.3 We shall not in any circumstances whatever be liable to you, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, arising under or in connection with the Licence for:

5.3.1 loss of profits, sales, business, or revenue;

5.3.2 business interruption;

5.3.3 loss of anticipated savings;

5.3.4 wasted expenditure;

5.3.5 loss or corruption of data or information;

5.3.6 loss of business opportunity, goodwill or reputation; where any of the losses set out in condition 5.3.1 to condition 5.3.6 are direct or indirect; or

5.3.7 any special, indirect or consequential loss, damage, charges or expenses.

5.4 Other than the losses set out in condition 5.3 (for which we are not liable), our maximum aggregate liability under or in connection with this Licence whether in contract, tort (including negligence) or otherwise, shall in all circumstances be limited to the Licence Fee received by us from you in the previous three months. This maximum cap does not apply to condition 5.5.

5.5 Nothing in this Licence shall limit or exclude our liability for:

5.5.1 death or personal injury resulting from our negligence;

5.5.2 fraud or fraudulent misrepresentation;

5.5.3 any other liability that cannot be excluded or limited by English law.

5.6 This Licence sets out the full extent of our obligations and liabilities in respect of the supply of the Software and Documents. Except as expressly stated in this Licence, there are no conditions, warranties, representations or other terms, express or implied, that are binding on us. Any condition, warranty, representation or other term concerning the supply of the Software and Documents which might otherwise be implied into, or incorporated in, this Licence whether by statute, common law or otherwise, is excluded to the fullest extent permitted by law.

6. Charges and Payment

6.1 As consideration for use of the Software, you shall pay the Licence Fees to us in accordance with this condition 6 and the Contract Details. The Licence Fee shall consist of an Initial Licence Fee and a recurring Monthly Licence Fee, or an Annual Licence Fee, or Usage Fees, or Feature Access Fees or Bespoke Development Fees as confirmed in the Contract Details.

6.2 The “Effective Date” of this Licence shall be the date on which you accept its terms. You shall upon acceptance of the terms of this Licence on Effective Date provide to us valid, up-to-date and complete credit card details or approved purchase order information acceptable to us and any other relevant valid, up-to-date and complete contact and billing details and, if you provide:

6.2.1 your credit card details to us, you hereby authorise us to bill such credit card: on the Effective Date for the initial Licence Fee (Initial Licence Fee) payment; and

6.2.2 subsequently either:

6.2.2.1 monthly, on the same calendar day of each month as the Effective Date (or the next business day if that day is not a business day), for the monthly Licence Fees (Monthly Licence Fee); or

6.2.2.2 annually, at least 30 days prior to each anniversary of the Effective Date, for the annual Licence Fee (Annual Licence Fee) for the next Renewal Period; or

6.2.2.3 in accordance with any other terms specified in the Contract Details; or

6.2.3 your approved purchase order information to us, we shall invoice you on the Effective Date for the Initial Licence Fee ; and

6.2.4 subsequently, either:

6.2.4.1 monthly, at least 30 days prior to each calendar month for the Monthly Licence Fee;

6.2.4.2 annually, at least 30 days prior to each anniversary of the Effective Date, for the Annual Licence Fee for the next Renewal Period,

and you shall pay each invoice within 30 days after the date of such invoice.

6.3 If we have not received payment within 30 days after the due date, and without prejudice to any of our other rights and remedies:

6.3.1 we may, on no less than 5 Business Days’ notice to you and without liability to you, disable your password, account and/or access to all or part of the Software and we shall be under no obligation to provide any or all of the Software while the invoice(s) concerned remain unpaid; and

6.3.2 interest shall accrue on a daily basis on such due amounts at an annual rate equal to 3% over the then current base lending rate of The Bank of England from time to time, commencing on the due date and continuing until fully paid, whether before or after judgment.

6.4 All amounts and fees stated or referred to in this Licence:

6.4.1 shall be payable in pounds sterling;

6.4.2 are non-cancellable and non-refundable;

6.4.3 are exclusive of value added tax, which shall be added to our invoice(s) at the appropriate rate.

6.5 If, at any time whilst using the Software, you exceed the amount of storage space or usage limitations specified in the Contract Details, we shall charge you, and you shall pay, our then current excess storage or usage fees. Our excess storage and usage fees current as at the Effective Date are set out in the Contract Details.

6.6 We shall be entitled to increase the Licence Fees and/or the excess storage and/or the usage fees payable at the start of each Renewal Period upon 21 days’ prior notice to you, or given at https://beamxr.io.

6.7 For experiences on the free tier, the Software is provided without charge and subject to the usage limitations, feature restrictions, and storage limits specified in the Licence Agreement, Contract Details and https://beamxr.io/pricing. We reserve the right to modify, suspend, or terminate experiences on the free tier at any time with 30 days’ prior notice. Upgrading from a free tier to a paid tier will result in charges as outlined in the Contract Details, effective immediately upon the upgrade.

7. Term

7.1 This Licence shall, unless otherwise terminated as provided in condition 8, commence on the Effective Date and shall continue for the specified initial subscription term (Initial Subscription Term) and, thereafter, this License shall be automatically renewed for successive periods (each a Renewal Period).

The Initial Subscription Term and the Renewal Period together shall be known as the Subscription Term.

8. Termination

8.1 We may terminate this Licence for any reason by providing you 14 days written notice, which shall take effect at the end of the Initial Subscription Term or the applicable Renewal Period.

8.2 We may terminate this Licence immediately by written notice to you if you commit a material or persistent breach of this Licence which you fail to remedy (if remediable) within 14 days after the service of written notice requiring you to do so.

8.3 On termination for any reason:

8.3.1 all rights granted to you under this Licence shall cease;

8.3.2 you must immediately cease all activities authorised by this Licence; and

8.3.3 you must immediately and permanently delete or remove the Software from all computer equipment in your possession, and immediately destroy or return to us (at our option) all copies of the Software and Documents then in your possession, custody or control and, in the case of destruction, certify to us that you have done so.

9. Confidentiality

9.1 Confidential Information means all confidential information (however recorded or preserved) disclosed by us or our Representatives (as defined below) to you and your Representatives whether before or after the date of this Licence in connection with the Licence, the Software and any supporting or associated documents, including but not limited to:

9.1.1 the existence and terms of this Licence or any agreement entered into in connection with this Licence;

9.1.2 any information that would be regarded as confidential by a reasonable business person relating to:

9.1.2.1 our business, assets, affairs, customers, clients, suppliers, or plans, intentions, or market opportunities (or of any member of the group of companies to which our business belongs); and

9.1.2.2 our operations, processes, product information, know-how, designs, trade secrets or Software (or of any member of the group of companies to which our business belongs); and

9.1.3 any information developed by us and you in the course of carrying out this Licence;

Representatives means, in relation to a party, its employees, officers, contractors, subcontractors, representatives and advisers.

9.2 The provisions of these conditions shall not apply to any Confidential Information that:

9.2.1 is or becomes generally available to the public (other than as a result of its disclosure by us or our Representatives in breach of this condition);

9.2.2 was available to you on a non-confidential basis before disclosure by us;

9.2.3 was, is or becomes available to you on a non-confidential basis from a person who, to the best of your knowledge, is not bound by a confidentiality agreement with us or otherwise prohibited from disclosing the information to you; and

9.2.4 we agree in writing is not confidential or may be disclosed.

9.3 You shall keep our Confidential Information secret and confidential and shall not:

9.3.1 use such Confidential Information except for the purpose of exercising or performing your rights and obligations under or in connection with this Licence (Permitted Purpose); or

9.3.2 disclose such Confidential Information in whole or in part to any third party, except as expressly permitted by this condition 9.

9.4 You may disclose our Confidential Information to your Representatives who need to know such Confidential Information for the Permitted Purpose, provided that:

9.4.1 you inform such Representatives of the confidential nature of the Confidential Information before disclosure; and

9.4.2 at all times, you are responsible for such Representatives’ compliance with the confidentiality obligations set out in this condition.

9.5 You may disclose Confidential Information to the extent such Confidential Information is required to be disclosed by law, by any governmental or other regulatory authority or by a court or other authority of competent jurisdiction provided that, to the extent it is legally permitted to do so, you give us as much notice of the disclosure as possible and, where notice of disclosure is not prohibited and is given in accordance with this condition 9.5, you take into account our reasonable requests in relation to the content of the disclosure.

9.6 A party may, provided that it has reasonable grounds to believe that the other party is involved in activity that may constitute a criminal offence under the Bribery Act 2010, disclose Confidential Information to the Serious Fraud Office without first informing the other party of such disclosure.

9.7 Each party reserves all rights in its Confidential Information. No rights or obligations in respect of a party’s Confidential Information other than those expressly stated in this condition are granted to the other party, or to be implied from this Agreement.

9.8 On termination or expiry of this Agreement, you shall:

9.8.1 destroy or return to us all documents and materials (and any copies) containing, reflecting, incorporating or based on our Confidential Information;

9.8.2 erase all of our Confidential Information from computer and communications systems and devices used by you, including such systems and data storage services provided by third parties (to the extent technically and legally practicable); and

9.8.3 certify in writing to us that you has complied with the requirements of this condition, provided that you may retain documents and materials containing, reflecting, incorporating or based on our Confidential Information to the extent required by law or any applicable governmental or regulatory authority.

9.9 You shall not make, or permit any person to make, any public announcement concerning this Agreement without our prior written consent, except as required by law, any governmental or regulatory authority (including, without limitation, any relevant securities exchange), any court or other authority of competent jurisdiction.

9.10 Except as expressly stated in this Agreement, we make no express or implied warranty or representation concerning our Confidential Information.

9.11 The above provisions of this condition 9 shall continue to apply after termination or expiry of this Agreement.

10. Communications Between Us

10.1 We may update the terms of this Licence at any time on notice to you in accordance with this condition 10. Your continued use of the Software and Documents following the deemed receipt and service of the notice under condition 10.3 shall constitute your acceptance to the terms of this Licence, as varied. If you do not wish to accept the terms of the Licence (as varied) you must immediately stop using and accessing the Software and Document on the deemed receipt and service of the notice.

10.2 If we have to contact you, we will do so by email or by pre-paid post to the address you provided in accordance with your registration of the Software.

10.3 Note that any notice:

10.3.1 given by us to you will be deemed received and properly served 24 hours after it is first posted on our website, 24 hours after an email is sent, or three days after the date of posting of any letter; and

10.3.2 given by you to us will be deemed received and properly served 24 hours after an email is sent, or three days after the date of posting of any letter.

10.4 In proving the service of any notice, it will be sufficient to prove, in the case of posting on our website, that the website was generally accessible to the public for a period of 24 hours after the first posting of the notice; in the case of a letter, that such letter was properly addressed, stamped and placed in the post to the address of the recipient given for these purposes; and, in the case of an email, that such email was sent to the email address of the recipient given for these purposes.

11. Events Outside Our Control

11.1 We will not be liable or responsible for any failure to perform, or delay in performance of, any of our obligations under this Licence that is caused by an Event Outside Our Control. An Event Outside Our Control is defined below in condition 11.2.

11.2 An Event Outside Our Control means any act or event beyond our reasonable control, including without limitation failure of public or private telecommunications networks.

11.3 If an Event Outside Our Control takes place that affects the performance of our obligations under this Licence:

11.3.1 our obligations under this Licence will be suspended and the time for performance of our obligations will be extended for the duration of the Event Outside Our Control; and

11.3.2 we will use our reasonable endeavours to find a solution by which our obligations under this Licence may be performed despite the Event Outside Our Control.

12. Other Important Terms

12.1 We may transfer our rights and obligations under this Licence to another organisation, but this will not affect your rights or our obligations under this Licence.

12.2 You may only transfer your rights or your obligations under this Licence to another person if we agree in writing.

12.3 Save for the provisions in 1.3, this Licence, the Contract Details any document expressly referred to in both constitutes the entire agreement between us and supersedes and extinguishes all previous and contemporaneous agreements, promises, assurances and understandings between us, whether written or oral, relating to its subject matter.

12.4 You acknowledge that in entering into this Licence you do not rely on and shall have no remedies in respect of any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in this Licence or any document expressly referred to in it.

12.5 You agree that you shall have no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in this Licence or any document expressly referred to in it.

12.6 A waiver of any right or remedy is only effective if given in writing and shall not be deemed a waiver of any subsequent right or remedy.

12.7 A delay or failure to exercise, or the single or partial exercise of, any right or remedy shall not waive that or any other right or remedy, nor shall it prevent or restrict the further exercise of that or any other right or remedy.

12.8 Each of the conditions of this Licence operates separately. If any court or competent authority decides that any of them are unlawful or unenforceable, the remaining conditions will remain in full force and effect.

12.9 This Licence, its subject matter and its formation (and any non-contractual disputes or claims) are governed by English law. We both irrevocably agree to the exclusive jurisdiction of the courts of England and Wales.

Last Update: 20th December 2024