Platform Terms of Service

1. Ownership and Operation

This platform (the "Platform") and its related services and applications (collectively, these "Services") are owned and offered by Beye Analytics Inc. d/b/a BEYE. For more information on BEYE click beye.ai/app-terms.

The content, features and functions displayed on the Platform, including without limitation, all text, graphics, logos, button icons, images, data compilations, and software, and the content of all Services provided by BEYE, is the property of BEYE or its third-party licensors or affiliates, and is protected by U.S. and international copyright and other intellectual property Laws.

The Platform contains trademarks and trade names of BEYE. Third party trademarks and trade names are the property of their respective owners. Nothing contained on the Platform should be understood as granting you a license to use any of the trademarks, service marks, or logos owned by BEYE or by any third party.

You are not obligated to provide BEYE with any suggestions or feedback about the Services or Materials ("Feedback"). If you do so, you agree that BEYE may use, modify and own all such Feedback without any restriction or payment to you.

2. Modifications/Discontinuance of Platform or Services

BEYE may, in its sole discretion and at any time or from time to time, modify, suspend or discontinue the Platform or these Services or any portions of either.

3. Agreement to Be Bound; Term and Termination

Your use of these Services constitutes your agreement with BEYE to be bound by, and to act in accordance with, these Terms of Service. You may terminate your use of these Services at any time. BEYE may suspend or terminate your access to or use of these Services at any time immediately and without prior notice or obligation to you (i) if you violate any of these Terms of Service as determined by BEYE in its sole discretion, (ii) fail to make timely or full payment to BEYE for the Services; or (iii) for any other reason in BEYE's sole discretion. You agree that BEYE shall not be liable to you for any suspension, discontinuance, termination, change or modification of your use of or access to these Services.

You represent that you are legally permitted to bind yourself to these Terms of Service and if you do so on behalf of an entity, that you have been duly authorized by the entity to bind that entity. These Terms of Service incorporate by reference all other terms, policies, guidelines and documents referenced herein and in any documents you sign or submit in order to purchase or use Services.

For ten (10) business days after termination of your right of access to and use of the Services you will be permitted to access the Services solely to the extent necessary to retrieve data you have uploaded to the Platform ("User Data") and for no other use or purpose whatsoever, conditioned upon prior full payment of all applicable post-termination access and retrieval fees and any other unpaid, past due fees or expenses. "User Data" also means any data, information, or applications originated by you that you enter or store in the Services or the Platform.

AFTER SUCH 10-DAY PERIOD, BEYE MAY PERMANENTLY SUSPEND ALL ACCESS BY YOU TO THE SERVICES OR THE PLATFORM AND/OR DISABLE AND PREVENT YOUR FURTHER USE OF THE SERVICES AND PERMANENTLY DELETE ALL OF YOUR USER DATA IN BEYE'S POSSESSION OR CONTROL.

You are solely responsible for obtaining, operating and maintaining at your expense, adequate storage/backup for all User Data in locations other than the Platform. YOU AGREE AND ACKNOWLEDGE THAT USER DATA MAY BE PERIODICALLY DELETED BY BEYE AND REPRESENT AND WARRANT TO BEYE THAT YOU WILL NOT STORE OR UPLOAD IMPORTANT USER DATA IN THE BEYE SERVICES OR PLATFORM UNLESS SUCH USER DATA IS ALSO STORED AND BACKED UP ELSEWHERE.

4. User Accounts

To use the Platform, You will be required to register an account ("Account") with BEYE. BEYE will have the right to rely upon any information received from any person using a password assigned to you and will incur no liability arising out of such reliance. BEYE has no obligation to verify the authenticity of any registration information.

PLEASE NOTE: IF YOU PROVIDE ANY INFORMATION THAT IS FALSE, MISLEADING, INACCURATE, NOT CURRENT OR INCOMPLETE DURING REGISTRATION OR OTHERWISE, BEYE HAS THE RIGHT TO SUSPEND OR TERMINATE YOUR ACCOUNT AND REFUSE ALL CURRENT OR FUTURE USE OF THE SERVICES (OR ANY PORTION THEREOF). ANY ACTIVITIES THAT ARE ILLEGALLY CARRIED ON WITHIN THE PLATFORM WILL BE REPORTED TO THE APPROPRIATE FEDERAL, STATE OR LOCAL AUTHORITIES.

For questions related to updating or changing your Account information, or for any customer support requests, please send an e-mail to: support@beye.ai

After you obtain an Account, you:

• must not allow any third party to access the Services using your log-in ID and password or resell or lease access to any Account;
• must not permit the sharing of login credentials between multiple users on an Account;
• must not use anyone else's log-in ID and password to access the Service;
• are responsible for any use of the Services by any third party who uses your Log-in ID and/or password;
• must promptly notify BEYE of any unauthorized access to an Account of which you become aware;
• must keep any information that you provide to BEYE as part of the account registration process accurate and up to date at all times.

You may request a trial subscription to the Platform, and should your request be honored by BEYE in its sole discretion, these Terms of Service will apply to permit use of the Services ("Trial Period"), except for the following different or additional terms: (i) the Subscription Term for Trial Period is fourteen (14) days, which BEYE may extend upon written notice; (ii) the Trial Period shall commence on the date that BEYE first provides User credentials to access the Services; (iii) the Trial Product is provided "AS IS" without warranty of any kind, and BEYE disclaims all warranties, indemnities, and all other liabilities for Services during the Trial Period; (iv) You are not entitled to any support services during the Trial Period; and (v) either party may terminate the Trial Period and the license for the Trial Product at any time without notice.

5. Continuing Agreement

BEYE may change these Terms of Service at any time or from time to time. You will be asked to review and agree to these Terms of Service when you create an account for the first time and each time BEYE changes the Terms of Service thereafter. You will not always receive a notice that the Terms of Service have been changed, and it is your obligation to review them each time you log in. BEYE will maintain a control date of the date of last major revision which will appear at the top of these Terms of Service to assist you in determining if changes have been made since your last visit. To the fullest extent permitted under all applicable federal, state, local, or foreign statute, ordinance, law, rule, regulation and requirement ("Applicable Laws"), every time you use the Services or access the Platform you reaffirm your continuing agreement to the then-current Terms of Service.

6. Payment; Additional Licenses; Reporting

You shall agree to pay the fees for the Services you have selected when you establish an Account or when you change Tiers or the method or frequency of payment. Payment shall be made and collected as determined by the selections you make in the Account Management section of the Platform. You are also required to pay all applicable taxes, excluding taxes on BEYE's net income. Failure to timely pay all amounts due for Services or access to the Platform may result in immediate suspension of your access to Platform and/or your right or ability to use the Services.

For Company or Enterprise Accounts, if the actual number of registered devices or users (as applicable) exceed the number of licenses granted, then the Account owner shall (a) immediately cease such excess usage or (b) pay to authorize additional licenses to cover the excess usage. Upon written notice by BEYE, you must certify in writing the number and type of registered devices or users for your Account.

7. Ownership and Use of the Services and Platform Materials

All right, title and interest in and to the Services, including all text, designs, images, graphics, Software and other content and materials on the Services (collectively, "Materials"), are owned by BEYE and/or its licensors and affiliates. BEYE also owns or has a right to use all trademarks, service marks, logos, and trade names used on the Services (collectively, "Trademarks").

BEYE grants to you a limited, revocable, non-exclusive, non-assignable and otherwise non-transferable license to access and use these Services (including any Materials) for your own use strictly in accordance with these Terms of Service. BEYE may in its sole discretion suspend, discontinue or terminate this license at any time for any reason.

No part of these Services may be copied, reproduced, republished, uploaded, posted, transmitted, distributed, stored or incorporated into any information retrieval system in any way. In addition, you may not rent, lease, sell, modify, decompile, disassemble, reverse engineer or transfer the Services, the Materials or any portion of either the Services or Materials.

You may not use any device, software or routine to interfere or attempt to interfere with the proper working of these Services or any portion thereof and you may not take any action that imposes an unreasonable burden on the Services, as determined by BEYE in its sole discretion.

Any modification of the Materials or use of the Materials for any other purpose is a violation of BEYE's or its licensor's copyright and other proprietary rights. The use of any Materials on any other service or computer network without BEYE's written consent is strictly prohibited. All rights not expressly granted to you are reserved by BEYE or its licensors.

22. Applicable Law; Jurisdiction; Jury Trial Waiver; Equitable Relief; Attorney Fees; Electronic Signatures

These Terms of Use and any disputes arising under or related to these Terms of Service (whether for breach of contract, tortious conduct or otherwise) will be governed by the laws in effect in the State of Michigan, without reference to its conflicts of law principles. Any legal actions, suits or proceedings arising out of these Terms of Service (whether for breach of contract, tortious conduct or otherwise) will be brought exclusively in the Michigan state or federal courts, as applicable, located in Oakland County, and BEYE and you hereby accept and submit to the personal jurisdiction of these Michigan courts with respect to any legal actions, suits or proceedings arising out of these Terms of Service. BEYE and you also waive to the fullest extent permitted by law any right to a trial by jury in any action, suit or proceeding brought to enforce, defend or interpret any right or remedies under, or arising in connection with or relating to, these Terms of Service.

The parties agree that a material breach of this Agreement adversely affecting BEYE's or its suppliers' intellectual property rights in the Services or Platform or either party's Confidential Information may cause irreparable injury to such party for which monetary damages would be an inadequate remedy and the non-breaching party shall be entitled to equitable relief (without a requirement to post a bond) in addition to any remedies it may have under this Agreement or at law. In addition, the substantially prevailing party in any dispute involving this Agreement shall be entitled to recover its attorney fees and expenses.

The parties agree to use electronic signatures and agree that any electronic signatures will be legally valid, binding and enforceable.