These Terms of Service (the “Terms”) govern access to and use of the websites, applications, software, APIs, hosted platform, artificial intelligence features, document-processing tools, notifications, reporting features, audit logs, integrations, and related services made available by PRESENCE APPS LLC(“Beamly,” “we,” “our,” or “us”) (collectively, the “Services”).

These Terms form a binding agreement between Beamly and the company, organization, or other legal entity identified during registration, procurement, onboarding, or use of the Services (“Customer”). If you access or use the Services on behalf of Customer, you represent and warrant that you have authority to bind Customer to these Terms.

By clicking an acceptance box, submitting an order form, creating an account, using the Services, or otherwise indicating acceptance, Customer agrees to these Terms and our Privacy Policy.

The Services are intended for business and organizational use. They are not offered for personal, family, or household use.

For convenience, the following capitalized terms have the meanings below:

• “Account” means any account, tenant, workspace, or login credential used to access the Services.
• “Authorized User” means an employee, contractor, administrator, or other individual whom Customer authorizes to use the Services under Customer’s Account.
• “Customer Data” means all data, documents, records, files, images, PDFs, certificates, roster information, employee information, communications, prompts, instructions, and other content submitted to the Services by or for Customer.
• “Documentation” means user guides, onboarding materials, help articles, technical materials, and similar documentation we make available for the Services.
• “Order Form” means any ordering document, statement of work, online plan selection, quote, or invoice that references these Terms.
• “Subscription Term” means the period during which Customer is authorized to access and use the Services.
• “Usage Data” means technical and operational data about use of the Services, such as log data, device data, telemetry, audit events, performance data, and aggregated service metrics.

Beamly is a cloud-based compliance and workforce operations platform. The Services may include personnel management, training assignment workflows, document upload and storage, certificate verification assistance, reminders, reporting, dashboards, APIs, integrations, artificial intelligence and OCR features, and related administrative tools.

The Services are designed to assist Customer with internal operational and compliance-related workflows. They do not replace Customer’s own legal, human resources, records-management, supervisory, or regulatory responsibilities.

Unless an Order Form expressly says otherwise, Customer receives a hosted software subscription only. No source code, work-for-hire deliverable, or ownership interest in the Services is transferred to Customer.

Customer is responsible for all activity occurring through its Account, including activity by Authorized Users and anyone who accesses the Services using Customer’s credentials.

Customer agrees to:

• provide accurate and complete registration information;
• keep account and billing information current;
• maintain the confidentiality of credentials;
• promptly disable access for personnel who should no longer have access;
• use commercially reasonable efforts to prevent unauthorized use of the Services; and
• promptly notify us of any suspected security incident involving Customer’s Account.

We may require Customer to designate one or more administrative contacts. Administrators may manage user access, customer settings, workflows, uploaded content, and certain account-level actions. Customer is responsible for the acts and omissions of its administrators.

Subject to these Terms and timely payment of all applicable fees, we grant Customer a limited, non-exclusive, non-transferable, non-sublicensable, revocable right during the Subscription Term to access and use the Services solely for Customer’s internal business purposes and in accordance with the Documentation.

Customer will not, and will not permit any third party to:

• copy, reproduce, republish, or distribute the Services except as expressly permitted by these Terms;
• sell, resell, rent, lease, license, sublicense, timeshare, or otherwise make the Services available to third parties except for Authorized Users acting for Customer;
• reverse engineer, decompile, disassemble, or attempt to discover source code, underlying models, or non-public structure of the Services, except to the limited extent such restriction is prohibited by applicable law;
• remove, obscure, or alter proprietary notices in the Services;
• use the Services to benchmark or compete with us in a manner that copies or exploits non-public features or outputs;
• bypass or disable access controls, rate limits, tenant segregation, or security features;
• use automated means to scrape or harvest data from the Services except through approved APIs and documentation; or
• use the Services other than in compliance with law and these Terms.

Customer is solely responsible for:

• determining which laws, regulations, policies, or contractual obligations apply to Customer and its workforce;
• deciding which employees, supervisors, contractors, or other individuals require training or tracking;
• assigning deadlines, courses, due dates, and internal workflows;
• verifying the accuracy, legality, authenticity, and completeness of Customer Data;
• obtaining all rights, notices, permissions, and consents necessary to submit Customer Data to the Services and instruct us to process it;
• reviewing outputs, reminders, reports, flags, and alerts before acting on them;
• making all employment, disciplinary, compliance, certification, and regulatory decisions; and
• retaining records to the extent required by law or Customer’s own policies.

Notifications, reminders, and communications supplied through the Services are provided on a best-efforts basis only. Delivery is not guaranteed, and Customer remains responsible for monitoring deadlines, assignments, and compliance status.

As between the parties, Customer retains all right, title, and interest in and to Customer Data. Customer grants us and our subprocessors a non-exclusive, worldwide right during the Subscription Term to host, copy, store, transmit, display, parse, transform, index, back up, retrieve, and otherwise process Customer Data as reasonably necessary to:

• provide, secure, maintain, and support the Services;
• perform document extraction, classification, verification assistance, and workflow automation requested by Customer;
• generate reports, dashboards, audit trails, and logs;
• prevent fraud, abuse, and security incidents;
• comply with law; and
• enforce these Terms.

Customer represents and warrants that it has all rights necessary to provide Customer Data to us and to authorize the processing described in these Terms and our Privacy Policy.

We may generate and use Usage Data and de-identified or aggregated information derived from Customer’s use of the Services for lawful business purposes such as security, capacity planning, operational analysis, service improvement, and benchmarking, provided that such data does not identify Customer or any natural person as the source.

Unless expressly agreed otherwise in writing, Customer should not use the Services as its sole system of record or sole archive. Customer is responsible for maintaining any records it must preserve independently.

The Services may include artificial intelligence, machine learning, optical character recognition, computer vision, rules engines, and similar automated features (collectively, “AI Features”).

AI Features may be used for tasks such as text extraction, document classification, metadata extraction, verification assistance, anomaly detection, comparison against expected completion criteria, summarization, recommendations, risk flags, confidence scoring, and workflow suggestions.

Customer acknowledges and agrees that:

• AI Features are probabilistic and may produce incorrect, incomplete, inconsistent, or misleading results;
• a confidence score, flag, or “verified” style output is not a guarantee of authenticity, legal sufficiency, or regulatory acceptance;
• Customer must independently review AI-assisted outputs before relying on them for compliance, employment, audit, or legal purposes;
• AI behavior may change over time as models, prompts, classifiers, and supporting systems are updated; and
• we may use third-party model providers, OCR engines, or other subprocessors to provide AI Features.

We will maintain commercially reasonable administrative, technical, and organizational safeguards designed to protect Customer Data against unauthorized access, destruction, loss, alteration, or disclosure.

Our Privacy Policy describes how we collect, use, and disclose personal information when we act as a business or controller. When we process personal information submitted by Customer through the Services, we generally do so on Customer’s behalf and subject to Customer’s instructions, as further described in the Privacy Policy and any applicable data processing addendum.

Customer is responsible for configuring the Services appropriately for its intended use, including user roles, permissions, retention settings, and any internal approval or review workflows Customer wants to require.

We may use third-party hosting providers, communications providers, identity and authentication vendors, payment processors, service monitoring providers, AI model providers, and other subprocessors to operate the Services. We remain responsible for our subcontractors to the extent required by applicable law and our contractual obligations to Customer.

Customer may choose to connect the Services with third-party systems such as HRIS, SSO providers, storage tools, or communications systems. If Customer enables a third-party integration, Customer instructs us to exchange Customer Data with that third party as necessary to enable the integration.

We are not responsible for third-party services, including their availability, security, functionality, or data practices. Use of any third-party service is governed by the third party’s own terms and policies.

The Services, Documentation, software, user interfaces, workflows, design, visual elements, know-how, models, prompts, schema, templates, and all related intellectual property rights are and remain the exclusive property of Beamly and its licensors.

Except for the limited rights expressly granted in these Terms, no license or right is granted by implication, estoppel, or otherwise.

If Customer or any Authorized User provides suggestions, ideas, enhancement requests, comments, or other feedback, Customer grants us a perpetual, irrevocable, worldwide, royalty-free, fully paid, transferable, sublicensable right to use and exploit that feedback for any lawful purpose without restriction or obligation.

Each party may receive non-public information from the other party that is marked confidential or that reasonably should be understood to be confidential under the circumstances (“Confidential Information”).

The receiving party will use the disclosing party’s Confidential Information only as necessary to perform or exercise rights under these Terms and will protect it using reasonable care, but not less than the care it uses to protect its own similarly sensitive information.

Confidential Information does not include information that the receiving party can demonstrate:

• is or becomes public through no fault of the receiving party;
• was already lawfully known by the receiving party;
• is lawfully received from a third party without restriction; or
• is independently developed without use of the other party’s Confidential Information.

A receiving party may disclose Confidential Information if required by law, subpoena, or court order, provided it uses reasonable efforts to give advance notice where legally permitted.

Customer will pay all fees specified in the applicable Order Form. Except as expressly stated otherwise in these Terms or the Order Form, fees are quoted and payable in U.S. dollars, are non-cancelable, and are non-refundable.

If Customer purchases through self-serve checkout, Customer authorizes us or our payment processor to charge the payment method on file for all recurring and one-time fees, taxes, and amounts due.

If an invoice is issued, payment is due within the payment period stated on the invoice. Overdue amounts may accrue interest at the lesser of 1.5% per month or the maximum rate permitted by law.

Fees are exclusive of taxes, duties, levies, and similar governmental assessments, all of which are Customer’s responsibility except taxes based on our net income.

Self-serve subscriptions are billed annually in advance and automatically renew for successive one-year terms unless Customer cancels before the applicable renewal date through the billing portal or another cancellation method we make available.

A cancellation takes effect at the end of the then-current paid subscription term. Customer may continue to use the Services through that term, subject to these Terms. Except as required by law or expressly stated in an Order Form, cancellation does not entitle Customer to a refund or credit for amounts already paid.

At launch, Beamly does not offer a free product tier, free trial, or usage-based overage charges. Free marketing resources, including a compliance checklist, are separate from the Services and do not create or modify a paid subscription.

We may make alpha, beta, preview, pilot, early access, or experimental features available from time to time (“Beta Features”). Beta Features are optional, may be incomplete, may contain bugs or errors, may be changed or discontinued at any time, and are provided strictly “AS IS” without any warranty, indemnity, service level, or support commitment unless we expressly state otherwise in writing.

We may modify, update, enhance, replace, remove, or discontinue any aspect of the Services at any time, including features, user interfaces, workflows, APIs, model providers, notification methods, and integrations, provided that we will not materially reduce the core functionality of a paid subscription during its current Subscription Term except where necessary for security, legal, or technical reasons.

We may suspend or limit access to the Services immediately if we reasonably believe:

• Customer has materially breached these Terms;
• Customer’s use poses a security risk or threatens the integrity, availability, or lawful operation of the Services;
• Customer is using the Services in a fraudulent, unlawful, or abusive manner;
• payment is overdue; or
• suspension is required by law or a governmental request.

Either party may terminate these Terms or an applicable Order Form if the other party materially breaches these Terms and fails to cure that breach within thirty (30) days after written notice, except that no cure period is required for breaches that cannot reasonably be cured or for unlawful use.

Upon expiration or termination, Customer’s right to use the Services ends immediately, but the following sections survive: accrued payment obligations, intellectual property, confidentiality, disclaimers, limitations of liability, indemnification, dispute resolution, and any other provisions that by their nature should survive.

Subject to the Documentation and plan limits, Customer may have a limited post-termination period to export certain Customer Data. After that period, we may delete Customer Data from active systems in accordance with our retention practices, except to the extent we are required or permitted to retain it by law, for legitimate backup cycles, or for dispute and security records.

THE SERVICES, DOCUMENTATION, AI FEATURES, REPORTS, ALERTS, OUTPUTS, REMINDERS, INTEGRATIONS, AND ALL RELATED MATERIALS ARE PROVIDED “AS IS” AND “AS AVAILABLE.”

TO THE MAXIMUM EXTENT PERMITTED BY LAW, BEAMLYDISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, QUIET ENJOYMENT, ACCURACY, OR THAT THE SERVICES WILL BE ERROR-FREE, UNINTERRUPTED, SECURE, OR MEET CUSTOMER’S REQUIREMENTS.

WITHOUT LIMITING THE FOREGOING, Beamly DOES NOT WARRANT THAT THE SERVICES:

• will ensure Customer’s compliance with any law or regulation;
• will accurately identify, authenticate, validate, or reject any certificate, training record, or uploaded document;
• will prevent missed deadlines, employee misconduct, training failures, regulatory inquiries, or enforcement actions;
• will provide legally sufficient notices or records for Customer’s particular use case; or
• will interoperate with every third-party service or environment.

TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT WILL BEAMLY OR ITS AFFILIATES, LICENSORS, OR SUPPLIERS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, CONSEQUENTIAL, OR PUNITIVE DAMAGES, OR FOR ANY LOSS OF PROFITS, REVENUE, GOODWILL, BUSINESS OPPORTUNITY, DATA, OR BUSINESS INTERRUPTION, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

TO THE MAXIMUM EXTENT PERMITTED BY LAW, BEAMLY’S AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THE SERVICES OR THESE TERMS WILL NOT EXCEED THE GREATER OF:

1. the amounts paid or payable by Customer to Beamly for the Services giving rise to the claim during the twelve (12) months preceding the event that gave rise to the claim; or
2. one hundred U.S. dollars (US $100), if no such fees were paid.

The exclusions and limitations in these Terms apply regardless of the form of action and whether based in contract, tort, strict liability, statute, or otherwise, and even if any limited remedy fails of its essential purpose.

Nothing in these Terms excludes or limits liability to the extent such exclusion or limitation is prohibited by law. In addition, the above exclusions and limitations do not apply to Customer’s payment obligations or either party’s liability for fraud, willful misconduct, or breaches of the other party’s intellectual property rights or confidentiality obligations, except to the extent such carveouts are restricted by applicable law.

Customer will defend, indemnify, and hold harmless Beamly and its affiliates, officers, directors, employees, agents, and subcontractors from and against any third-party claims, actions, damages, liabilities, judgments, settlements, penalties, fines, costs, and expenses (including reasonable attorneys’ fees) arising out of or related to:

• Customer Data;
• Customer’s use of the Services in violation of these Terms;
• Customer’s violation of law or the rights of any third party;
• Customer’s employment, compliance, training, or supervisory decisions; or
• any allegation that Customer lacked the right to provide or permit processing of Customer Data.

We will promptly notify Customer of any indemnified claim, allow Customer to control the defense and settlement of the claim, and provide reasonable cooperation at Customer’s expense. Customer may not settle a claim in a manner that admits fault by or imposes obligations on us without our prior written consent.

This section is intended to be interpreted broadly and is governed by the Federal Arbitration Act, with California law applying to the extent not preempted.

Before either party initiates arbitration, the parties will first attempt to resolve the dispute informally. A party initiating a dispute must send written notice describing the nature of the claim, the relief sought, and the factual basis for the dispute. The parties will attempt in good faith to resolve the matter for thirty (30) days after receipt of that notice.

If the dispute is not resolved informally, it will be finally resolved by binding arbitration administered by JAMS under its applicable commercial arbitration rules then in effect, except as modified by these Terms. The arbitration will be administered by JAMS in accordance with its applicable rules. Unless the parties agree otherwise, the seat of arbitration will be Los Angeles County, California, although hearings may be conducted remotely where permitted by the applicable rules or agreed by the parties.

The arbitrator may award any relief available in court on an individual basis, but may not award relief for or against anyone who is not a party to the arbitration.

Notwithstanding the foregoing, either party may seek temporary, preliminary, or injunctive relief in a court of competent jurisdiction to protect intellectual property, confidential information, or platform security pending completion of arbitration.

If any part of this arbitration section is found unenforceable, the unenforceable part will be severed and the remainder will be enforced to the fullest extent permitted by law, except that if the class-action waiver is found unenforceable for a given claim, that claim will proceed only in a court of competent jurisdiction and not in arbitration.

• Governing law. These Terms are governed by the laws of the State of California, excluding its conflict of laws rules, except to the extent federal law governs issues such as arbitration.
• Venue. For any dispute not subject to arbitration, the parties consent to the exclusive jurisdiction and venue of the state and federal courts located in Los Angeles County, California.
• Assignment. Customer may not assign or transfer these Terms or any rights under them without our prior written consent. We may assign these Terms in connection with a merger, acquisition, financing, reorganization, or sale of assets.
• Subcontractors. We may use subcontractors and affiliated entities to perform any part of the Services.
• Export and sanctions. Customer will not use the Services in violation of applicable export control, sanctions, or trade laws.
• Force majeure. Neither party is liable for delays or failures caused by events beyond its reasonable control, including internet outages, infrastructure failures, labor disputes, war, terrorism, civil disturbance, natural disasters, epidemics, pandemics, or governmental acts.
• Entire agreement. These Terms, the Privacy Policy, and any Order Form are the complete agreement between the parties regarding the Services and supersede prior or contemporaneous understandings on that subject.
• Order of precedence. If there is a conflict between these Terms and an Order Form, the Order Form controls only to the extent it expressly states that it overrides these Terms.
• Amendments. We may update these Terms from time to time. Material changes will apply prospectively as stated in the updated Terms or at renewal, except where changes are required by law, security needs, or service changes.
• Waiver and severability. A failure to enforce any provision is not a waiver. If any provision is held unenforceable, the remaining provisions remain in effect.

Questions about these Terms may be sent to legal@getbeamly.com.

PRESENCE APPS LLC