1. WHAT IS BEEP?
Our innovative, proprietary product enables you to receive music in every room of your home or office. We provide Visitors and Users with access to the Website as described in this Agreement.
Visitors. Visitors, as the term implies, are people who want to look around and see what our product is all about. Visitors can (a) view all publicly-accessible content, and (b) e-mail us.
Users. Users can do all the things that Visitors can do and can also: (a) pre-order our product (each, a “Pre-Order”) and, once the product is officially launched, order our product (each, an “Order”); (b) participate in our promotional offers; and (c) sign up for alerts and other notifications.
We are under no obligation to accept any individual as a User, and may accept or reject any User in our sole and complete discretion.
The Website is available for individuals 13 years or older. If you are under 13, please do not use the Website. By accessing and using the Website, you represent and warrant that you are at least 13. At this time, Pre-Orders and Orders can be shipped only to the United States.
3. PRE-ORDERS; ORDERS; AND PAYMENT
You agree that Beep may immediately authorize your credit card (or other approved facility) for payment for any Pre-Orders and/or Orders made under your Password (as defined below). You are fully responsible for all activities that occur under your Password, and you agree to be liable for all charges incurred under your Password. Your liability for such charges shall continue after termination of this Agreement. If you have a question about a transaction on your credit card statement, please use the “Contact Us” section of the Website to contact customer service.
In connection with any Order, all sales are final, we do not accept returns or exchanges, and all payments made to Beep are non-refundable.
In connection with any Pre-Order, we expect Pre-Orders to ship by October 31st (the “Pre-Order Ship Date”). In the event that the Pre-Order Ship Date is delayed, we will notify you of the anticipated new Pre-Order Ship Date. You may cancel any Pre-Order prior to the Pre-Order Ship Date; after the Pre-Order Ship Date, the Pre-Order shall automatically convert to an Order and become non-refundable, as set forth above. WITHOUT LIMITING ANY OTHER DISCLAIMERS CONTAINED HEREIN, YOU UNDERSTAND THAT ALL PRE-ORDER PRODUCTS ARE CURRENTLY UNDER DEVELOPMENT AND NUMEROUS TECHNICAL, FINANCIAL AND PRACTICAL OBSTACLES MAY AFFECT THE FINAL SPECIFICATIONS AND FUNCTIONALITY OF SUCH PRODUCTS, AS WELL AS OUR ABILITY TO DELIVER THEM TO YOU BY THE PRE-SALE ORDER SHIP DATE; WE MAKE NO WARRANTIES OR REPRESENTATIONS, NOR WILL WE BE LIABLE OR RESPONSIBLE, WITH RESPECT TO ANY OF THE FOREGOING.
4. SIGN-IN NAME; PASSWORD; UNIQUE IDENTIFIERS
During the registration process for Users, we may ask you to create an account, which includes a sign-in name (“Sign-In Name”), a password (“Password”), and perhaps certain additional information that will assist in authenticating your identity when you log-in in the future (“Unique Identifiers”). When creating your account, you must provide true, accurate, current, and complete information. Each Sign-In Name and corresponding Password can be used by only one User. You are solely responsible for the confidentiality and use of your Sign-In Name, Password, and Unique Identifiers, as well as for any use, misuse, or communications entered through the Website using one or more of them. You will promptly inform us of any need to deactivate a Password or Sign-In Name, or change any Unique Identifier. We reserve the right to delete or change your Password, Sign-In Name, or Unique Identifier at any time and for any reason. Beep will not be liable for any loss or damage caused by any unauthorized use of your account.
5. COMMUNITY GUIDELINES
Our community, like any community, functions best when its people follow a few simple rules. By accessing and/or using the Website, you hereby agree to comply with these community guidelines (the “Community Guidelines”) and that:
- You will not use the Website for any unlawful purpose;
- You will not cover, obscure, block, or in any way interfere with any safety features (e.g., report abuse button) on the Website;
- You will not take any action that imposes or may impose (in our sole discretion) an unreasonable or disproportionately large load on our technical infrastructure;
- You will not use automated means, including spiders, robots, crawlers, data mining tools, or the like to download or scrape data from the Website, except for Internet search engines (e.g., Google) and non-commercial public archives (e.g., archive.org) that comply with our robots.txt file; and
- You will not interfere with or attempt to interrupt the proper operation of the Website through the use of any virus, device, information collection or transmission mechanism, software or routine, or access or attempt to gain access to any data, files, or passwords related to the Website through hacking, password or data mining, or any other means.
We reserve the right, in our sole and absolute discretion, to deny you access to the Website, or any portion of the Website, without notice.
6. INTELLECTUAL PROPERTY
The Website contains material, such as data, software, text, graphics, images, sound recordings, audiovisual works, and other material provided by or on behalf of Beep (collectively referred to as the “Content”). The Content may be owned by us or by third parties. The Content is protected under both United States and foreign laws. Unauthorized use of the Content may violate copyright, trademark, and other laws. You have no rights in or to the Content, and you will not use the Content except as permitted under this Agreement. No other use is permitted without prior written consent from us. You must retain all copyright and other proprietary notices contained in the original Content on any copy you make of the Content. You may not sell, transfer, assign, license, sublicense, or modify the Content or reproduce, display, publicly perform, make a derivative version of, distribute, or otherwise use the Content in any way for any public or commercial purpose. The use or posting of the Content on any other website or in a networked computer environment for any purpose is expressly prohibited.
If you violate any part of this Agreement, your permission to access and/or use the Content and the Website automatically terminates and you must immediately destroy any copies you have made of the Content.
The trademarks, service marks, and logos of Beep (“Beep Trademarks”) used and displayed on the Website are registered and unregistered trademarks or service marks of Beep. Other company, product, and service names located on the Website may be trademarks or service marks owned by others (the “Third-Party Trademarks,” and, collectively with the Beep Trademarks, the “Trademarks”). Nothing on the Website should be construed as granting, by implication, estoppel, or otherwise, any license or right to use the Trademarks, without our prior written permission specific for each such use. Use of the Trademarks as part of a link to or from any site is prohibited unless establishment of such a link is approved in advance by us in writing. All goodwill generated from the use of the Beep Trademarks inures to our benefit.
Elements of the Website are protected by trade dress, trademark, unfair competition, and other state and federal laws and may not be copied or imitated, in whole or in part, by any means, including but not limited to the use of framing or mirrors. None of the Content may be retransmitted without our express, written consent for each and every instance.
7. COMMUNICATIONS TO US
Although we encourage you to e-mail us, we do not want you to, and you should not, e-mail us any content that contains confidential information. With respect to all e-mails you send to us, including but not limited to, feedback, questions, comments, suggestions, and the like, we shall be free to use any ideas, concepts, know-how, or techniques contained in your communications for any purpose whatsoever, including, but not limited to, the development, production and marketing of products and services that incorporate such information, without compensation to you.
8. NO WARRANTIES; LIMITATION OF LIABILITY
THE WEBSITE, THE CONTENT, AND OUR PRODUCTS ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS WITHOUT ANY WARRANTIES OF ANY KIND. WE DISCLAIM ALL WARRANTIES, INCLUDING, BUT NOT LIMITED TO, WARRANTIES OF TITLE, MERCHANTABILITY, NON-INFRINGEMENT OF THIRD PARTIES’ RIGHTS, FITNESS FOR PARTICULAR PURPOSE, AND WARRANTIES ARISING FROM A COURSE OF DEALING, COURSE OF PERFORMANCE, OR USAGE OF TRADE.
IN NO EVENT SHALL WE BE LIABLE FOR ANY DAMAGES WHATSOEVER (INCLUDING, WITHOUT LIMITATION, INCIDENTAL AND CONSEQUENTIAL DAMAGES, LOST PROFITS, OR DAMAGES RESULTING FROM LOST DATA OR BUSINESS INTERRUPTION) RESULTING FROM THE USE OR INABILITY TO USE THE WEBSITE, THE CONTENT, OR OUR PRODUCTS, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), OR ANY OTHER LEGAL THEORY, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. SOME STATES DO NOT ALLOW EXCLUSIONS OF CERTAIN WARRANTIES OR LIMITATION OF LIABILITY FOR CERTAIN DAMAGES, SO THE ABOVE LIMITATIONS OR EXCLUSIONS MAY NOT APPLY TO YOU. IN SUCH STATES, OUR WARRANTIES AND OUR LIABILITY SHALL BE LIMITED TO THE GREATEST EXTENT PERMITTED BY LAW.
THE WEBSITE AND THE CONTENT MAY CONTAIN TECHNICAL INACCURACIES OR TYPOGRAPHICAL ERRORS OR OMISSIONS. WE ARE NOT RESPONSIBLE FOR ANY SUCH TYPOGRAPHICAL OR TECHNICAL ERRORS LISTED ON THE WEBSITE. THE WEBSITE MAY CONTAIN INFORMATION ON PRODUCTS WHICH ARE NOT AVAILABLE IN EVERY LOCATION. A REFERENCE TO A PRODUCT ON THE WEBSITE DOES NOT IMPLY THAT SUCH PRODUCT IS OR WILL BE AVAILABLE TO YOU. WE RESERVE THE RIGHT TO MAKE CHANGES, CORRECTIONS, AND/OR IMPROVEMENTS TO THE WEBSITE AT ANY TIME WITHOUT NOTICE.
9. EXTERNAL SITES
The Website may contain links to third-party websites (“External Sites”). These links are provided solely as a convenience to you and not as an endorsement by us of the content on such External Sites. The content of such External Sites is developed and provided by others. You should contact the site administrator or webmaster for those External Sites if you have any concerns regarding such links or any content located on such External Sites. We are not responsible for the content of any linked External Sites and do not make any representations regarding the content or accuracy of materials on such External Sites. You should take precautions when downloading files from all websites to protect your computer from viruses and other destructive programs. If you decide to access linked External Sites, you do so at your own risk.
You agree to defend, indemnify, and hold us and our officers, directors, employees, successors, licensees, and assigns harmless from and against any claims, actions, or demands, including, without limitation, reasonable legal and accounting fees, arising or resulting from your breach of this Agreement or your access to, use, or misuse of the Website. We shall provide notice to you of any such claim, suit, or proceeding and shall assist you, at your expense, in defending any such claim, suit, or proceeding. We reserve the right, at your expense, to assume the exclusive defense and control of any matter that is subject to indemnification under this section. In such case, you agree to cooperate with any reasonable requests assisting our defense of such matter.
11. COMPLIANCE WITH APPLICABLE LAWS
The Website and its servers are based in the United States. We make no claims concerning whether the Content may be downloaded, viewed, or be appropriate for use outside of the United States. If you access the Website or the Content from outside of the United States, you do so at your own risk. Whether inside or outside of the United States, you are solely responsible for ensuring compliance with the laws of your specific jurisdiction.
12. TERMINATION OF THE AGREEMENT
We reserve the right, in our sole discretion, to restrict, suspend, or terminate this Agreement and your access to the Website, at any time and for any reason without prior notice or liability. We reserve the right to change, suspend, or discontinue all or any part of the Website at any time without prior notice or liability.
This Agreement is governed by the internal substantive laws of the State of California, without respect to its conflict of laws provisions. You expressly agree: (i) to submit to the exclusive personal jurisdiction of the state and federal courts sitting in the State of California; and (ii) that the Website shall be deemed passive that does not give rise to personal jurisdiction over Beep, either specific or general, in jurisdictions other than California.
YOU AGREE THAT ANY CAUSE OF ACTION ARISING OUT OF OR RELATED TO THE WEBSITE, OUR PRODUCTS, ANY ORDERS, ANY PRE-ORDERS, OR THIS AGREEMENT MUST BE COMMENCED BY YOU WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES, OTHERWISE SUCH CAUSE OF ACTION IS PERMANENTLY BARRED.
If one or more provisions of this Agreement are held to be unenforceable under applicable law, then such provision(s) shall be excluded from this Agreement, and the balance of the Agreement shall be enforceable in accordance with its terms. The following provisions shall survive any termination of this Agreement: “Pre-Orders; Orders; and Payment,” “Intellectual Property,” “Communications to Us,” “No Warranties; Limitation of Liability,” “Indemnification,” “Termination of the Agreement,” and “Miscellaneous.”
Our failure to act on or enforce any provision of the Agreement shall not be construed as a waiver of that provision or any other provision in this Agreement. No waiver shall be effective against us unless made in writing, and no such waiver shall be construed as a waiver in any other or subsequent instance. Except as expressly agreed by us and you in writing, this Agreement constitutes the entire Agreement between you and us with respect to the subject matter, and supersedes all previous or contemporaneous agreements, whether written or oral, between the parties with respect to the subject matter. The section headings are provided merely for convenience and shall not be given any legal import. This Agreement will inure to the benefit of our successors, assigns, licensees, and sublicensees.
Copyright 2014 Beep, Inc. All rights reserved.