PLEASE READ THESE LICENCE TERMS CAREFULLY

This licence agreement (Licence) is a legal agreement between you (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 users, 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 (Documentation).

We license use of the Software and Documentation to you on the basis of this Licence. We do not sell the Software or Documentation to you. We remain the owners of the Software and Documentation at all times.

Agreed Terms

1. GRANT AND SCOPE OF LICENCE, MINOR CHANGES, UPDATES AND UPDGRADES

1.1               Your legal agreement with Beam XR is made up of (A) the terms and conditions set out in this document, and (B) Beam XR’s Privacy Policy (the “Terms”).

1.2               In consideration of you agreeing to abide by the terms of this Licence, the Licensor hereby grants to you a non-exclusive, non-transferable licence to use the Software and the Documentation on the terms of this Licence.

1.3               You may:

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

1.3.2          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 (but see condition 1.3 and condition 1.4.); and

1.3.3          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.

1.4               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.

2. Restrictions

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

2.1.1          not to copy the Software or Documentation, 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, alter or modify, the whole or any part of the Software or Documentation;

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, without explicit written permission from us;

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 thresholds specified https://beamxr.io/pricing/ without making the relevant prior payment.

2.1.6          If downloaded, 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       to comply with the terms of this Licence as well as the terms and conditions of any third party whose services, software, or content you use or access in connection with your use of the Software.

2.1.11       not to use the Software to create, store, distribute, transmit or use in any other way content or material which:

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

2.1.11.2           facilitates or promotes illegal activity;

2.1.11.3           promotes unlawful violence or any form of abuse;

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

2.1.11.5           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 2.1.11.

2.1.12       You warrant that you are not:

2.1.12.1           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,

(c)         or any other relevant sanctions authority applicable to the Licensee or its business operations (Sanctions List); or

2.1.12.2           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).

2.1.13       You shall not, directly or indirectly, use the Software, or permit the Software to be used or forward stream the Software or any output of the Software:

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

2.1.13.2           in any Sanctioned Territory; or

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

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

2.1.14.1           identified as a sanctions target by any relevant authority;

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

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

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

2.1.16       If we reasonably determine that you have breached conditions 2.1.12, 2.1.13, 2.1.14, or 2.1.15, 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 Documentation throughout the world belong to us, that rights in the Software are licensed (not sold) to you, and that you have no intellectual property rights in, or to, the Software or the Documentation other than the right to use the Software and the Documentation in accordance with the terms of this Licence.

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 worldwide 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               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. Exclusion of Warranties

4.1               Nothing in the terms shall affect any statutory rights that you are always entitled to as a consumer and that you cannot contractually agree to alter or waive.

4.2               The Software and Documentation is provided “as is” and Beam XR makes no warranty or representation to you with respect to them.

4.3               In particular, Beam XR makes no representations or warranties:

4.3.1          That the Software and Documentation will be permitted in your jurisdiction;

4.3.2          That services derived from the Software and Documentation will be uninterrupted or effort-free;

4.3.3          Concerning any content created or submitted by any user using the Software or Documentation;

4.3.4          Concerning any third party’s use of content that you submit or create;

4.3.5          That any content you create or submit will be made available via Beam XR’s software or will be stored by Beam XR;

4.3.6          That the Beam XR Software or Documentation will meet your business, personal or professional needs;

4.3.7          That Beam XR will continue to support any particular feature of the Beam XR Software.

4.4               No conditions, warranties or other terms (including any implied terms as to satisfactory quality, fitness for purpose or conformance with description) apply to the Software or Documentation except to the extent that they are expressly set out in the Terms.

5. Limitation of Liability

5.1               Nothing in these Terms shall exclude or limit BEAM XR’s liability for losses which may not be lawfully excluded or limited by applicable law.

5.2               Subject to the overall provision in paragraph 5.1 above BEAM XR shall not be liable to you for:

5.2.1          any indirect or consequential losses which may be incurred by you. This shall include; (i) any loss of profit (whether incurred directly or indirectly); (ii) any loss of goodwill or business reputation; (iii) any loss of opportunity; or (iv) any loss of data suffered by you;

5.2.2          any loss or damage which may be incurred by you as a result of:

5.2.2.1             any changes which Beam XR may make to the Software or Documentation, or for any permanent or temporary cessation in access to them (or any features within the Software);

5.2.2.2             the deletion of, corruption of, or failure to store, any Content and other communications data maintained or transmitted by or through your use of the Software;

5.2.2.3             your failure to provide accurate account information;

5.2.2.4             your failure to keep your password or account details secure and confidential.

5.3               The limitations on Beam XR’s liability to you in paragraph 5.2 above shall apply whether or not Beam XR has been advised of or should have been aware of the possibility of any such losses arising.

5.4               Other than the losses set out in clause 12.2 (for which Beam XR is not liable) Beam XR’s total aggregate liability in contract, tort (including negligence or breach of statutory duty), misrepresentation, restitution or otherwise, shall in all circumstances be limited to the total of fees paid by you or on your behalf during the 6 months immediately preceding the date on which the claim arose.

6. Third Party Links

6.1               The Service may include hyperlinks to other web sites that are not owned or controlled by Beam XR Ltd. Beam XR has no control over, and assumes no responsibility for, the content, privacy policies, or practices of any third party websites.

6.2               You acknowledge and agree that Beam XR is not responsible for the availability of any such external sites or resources, and does not endorse any advertising, products or other materials on or available from such web sites or resources.

6.3               You acknowledge and agree that Beam XR is not liable for any loss or damage which may be incurred by you as a result of the availability of those external sites or resources, or as a result of any reliance placed by you on the completeness, accuracy or existence of any advertising, products or other materials on, or available from, such web sites or resources.

7.  Termination

7.1              Beam XR may suspend, disable, or delete your account (or any part thereof) or block or remove any content you submitted if Beam XR determines that you have breached any provision of this Agreement or that your conduct or content would tend to damage Beam XR’s reputation and goodwill.

7.2               Beam XR may at any time immediately and without notice to you terminate its legal agreement with you if:

7.2.1          you have breached any provision of the Terms (or have acted in manner which clearly shows that you do not intend to, or are unable to comply with the provisions of the Terms);

7.2.2          Beam XR is required to do so by law (for example, where the provision of the Software or Documentation to you is, or becomes, unlawful);

7.2.3          Beam XR is no longer providing the Service to users in the country in which you are resident or from which you use the Service; or

7.2.4          an agreement between Beam XR and any entity that pays for the availability of the Software or Documentation to you is terminated for any reason.

7.3               You may delete your account at any time. Paid subscription accounts will remain active until the end of the subscription term and any renewal term. Deletion of an account does not imply that Beam XR does not have the right to, or in actuality shall, retain your data.

7.4               When these Terms come to an end, all of the legal rights, obligations and liabilities that you and Beam XR have benefited from, been subject to (or which have accrued over time whilst the Terms have been in force) or which are expressed to continue indefinitely, shall be unaffected by this cessation.

8. Communications Between Us

8.1               If you are a consumer, if you wish to contact us in writing, or if any condition in this Licence requires you to give us notice in writing, you can send this to us by email or by pre-paid post to BEAM XR LIMITED of Ye Olde Hundred, Church Way, North Shields, Tyne And Wear, United Kingdom, NE29 0AE or {team@beamxr.io}. We will confirm receipt of this by contacting you in writing, normally by email.

8.2               If we have to contact you or give you notice in writing, we will do so by email or by pre-paid post to the address you provide or confirm to us.

9.  How We May Use Your Personal Information

Under data protection legislation, we are required to provide you with certain information about who we are, how we process your personal data and for what purposes and your rights in relation to your personal data and how to exercise them. This information is provided in https://beamxr.io/privacy-policy/ and it is important that you read that information.

10. Other Important Terms

10.1            We may transfer our rights and obligations under these terms to another organisation. We will always tell you in writing if this happens and we will ensure that the transfer will not affect your rights under the contract.

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

10.3            This Agreement does not give rise to any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of this Agreement.

10.4            Each of the conditions of these terms operates separately. If any court or relevant authority decides that any of them are unlawful, the remaining conditions will remain in full force and effect.

10.5            If we do not insist immediately that you do anything you are required to do under these terms, or if we delay in taking steps against you in respect of your breaking this contract, that will not mean that you do not have to do those things and it will not prevent us taking steps against you at a later date.

10.6            Which laws apply to this contract and where you may bring legal proceedings. These terms are governed by English law and you can bring legal proceedings in respect of the products in the English courts. If you live in Scotland you can bring legal proceedings in respect of the products in either the Scottish or the English courts. If you live in Northern Ireland you can bring legal proceedings in respect of the products in either the Northern Irish or the English courts.

10.7            Alternative dispute resolution. Alternative dispute resolution is a process where an independent body considers the facts of a dispute and seeks to resolve it, without you having to go to court. If you are not happy with how we have handled any complaint, you may want to contact the alternative dispute resolution provider we use. You can submit a complaint to CEDR via their website at www.cedr.com/. If you are not satisfied with the outcome from CEDR, you can still bring legal proceedings.

Last Updated: 20th December 2024