Terms and Conditions

1.1 Beezi Intellectual Property: This term refers to the Services, Documentation, and all other technologies provided by Beezi, including software, works of authorship, graphical user interfaces, workflows, algorithms, products, processes, data, know-how, trade secrets, designs, inventions, and other tangible or intangible technical materials or information, whether created, developed, or otherwise made available as part of the Services. It also includes any improvements, modifications, or derivative works of the foregoing, together with all associated intellectual property rights. For clarity, Beezi Intellectual Property does not include Customer Data.

1.2 Customer Data: Refers to (i) any information, data, content, or inputs submitted, posted, or transmitted by you or your Authorized Users through the Services, and (ii) any outputs or data generated by the Services through such inputs. Customer Data does not include content owned or licensed by Beezi or anonymized Usage Data.

1.3 Documentation: Means manuals, guides, handbooks, training materials, or other instructional or reference documents provided by Beezi to support the use of the Services, in electronic or physical form.

1.4 Input: The data, prompts, or other information submitted to the Services by you or your Authorized Users.

1.5 Output: The results, responses, or content generated by the Services based on Inputs.

1.6 Usage Data: Anonymized and aggregated data regarding how you or your Authorized Users interact with the Services, which does not identify any individual or include confidential information.

1.7 Authorized User: Any employee, consultant, or agent expressly permitted by you to access and use the Services under this Agreement, for whom a subscription or access has been purchased.

2.1 Permission to Use

Subject to your compliance with these Terms, Beezi grants you and your authorised personnel (e.g., employees, contractors, or agents) a non-exclusive, non-transferable, non-sublicensable right to access and operate the Services and associated documentation for internal business purposes only. All rights not expressly granted remain with Beezi.

2.2 User Accounts and Obligations

To access the Services, you or your authorised personnel may need to create an account. You are responsible for all activity originating from your accounts, including any acts by your authorised personnel. You must maintain the confidentiality of all credentials and notify Beezi immediately in case of any unauthorised use. You agree to ensure that all authorised users understand and comply with these Terms.

2.3 Restrictions on Use

You and your authorised users may not, without explicit written consent from Beezi:

• Copy, modify, or create derivative works of the Services or documentation.
• Attempt to reverse engineer, decompile, or extract the source code of any component of the Services.
• Use the Services to develop competing products or AI models.
• Share access with anyone not explicitly authorised.

2.4 Suspension and Security Measures

Beezi reserves the right to temporarily suspend or limit access if we reasonably determine that:

• There is a threat to Beezi's systems, Services, or intellectual property.
• Your use, or that of your authorised users, compromises security, violates law, or involves fraudulent activity.
• Your account or business operations are disrupted by bankruptcy, dissolution, or other significant events.

2.5 Availability of Services

Beezi may update or modify the Services at its discretion. While we strive for reliability, we cannot guarantee uninterrupted or error-free operation. Certain service levels or performance guarantees may be outlined in separate order forms.

3.1 Ownership of Beezi Assets

Beezi retains all rights, title, and interest in the Services, associated documentation, and any underlying technology, including AI providers, code, designs, processes, and other proprietary content. You own all rights to the data you submit to the platform ("Customer Data"), including outputs generated from your interactions with AI providers.

3.2 Limited License for Customer Data

By using the Services, you hereby grant to Beezi, its affiliates, successors, and assigns a non-exclusive, worldwide, royalty-free, fully paid, sublicensable (solely for the purposes of providing the Services to you), transferable license to reproduce, distribute, modify, and otherwise use, display, and perform all acts with respect to the Customer Data as may be necessary for Beezi to provide the Services to you. You hereby represent and warrant that: (i) you have all necessary rights to grant Beezi the license set forth in this section, and to allow Beezi to exercise its rights under such license without infringement of the rights of any third party, including privacy rights; and (ii) Beezi's receipt and processing of Customer Data in accordance with this Agreement does not and will not violate any applicable laws or regulations.

This includes reading tickets from project dashboards, interacting with repositories, AI providers and facilitating communications with Authorised users through Communication tools. Beezi doesn`t store your data beyond what is strictly necessary for the requested operations.

3.3 AI-Generated Outputs and Feedback

Any modifications made in connected repositories are executed under your approval and control. Feedback or suggestions you provide to improve the Services may be used by Beezi for product development, analytics, or service improvements. You retain ownership of your Customer Data, while Beezi owns any enhancements, improvements, or derivative works of its own intellectual property.

3.4 Use of Aggregated Data

Beezi may collect anonymised, aggregated data regarding Service usage (e.g., interaction patterns, repository activity) for analytics, troubleshooting, and improving platform performance. Such data will never identify individual users.

3.5. Marketing

Subject to your prior consent, Beezi may use your name, logo, and trademarks in publicity, including, but not limited to, displaying your name, logo, or trademark on Beezi's website and marketing materials. Additionally, you agree to consider in good faith participating in a written case study at Beezi's request, detailing the collaboration and outcomes of the project, subject to mutual agreement on the content and timeline.

4.1 Data Security Measures

Beezi implements commercially reasonable measures to protect Customer Data while processing data through Third-party Services.

Our systems are designed to prevent unauthorised access, but you acknowledge that internet transmissions may not be fully secure. Beezi will not be liable for breaches resulting from factors outside our reasonable control, except in cases of gross negligence.

You will be responsible for routinely backing up Customer Data, and Beezi has no obligation or liability for any loss, alteration, destruction, damage, corruption, or recovery of Customer Data. Beezi retains the right to provide notice of security breaches as necessary to comply with applicable privacy laws, rules, and regulations. In the event of a security breach, you will be responsible for notifying your employees and customers of such breach. You will convey information notices as required by applicable law, gain any necessary consents from Authorized Users, make any necessary filings with data protection authorities, and enforce and comply with any request from Authorized Users or authorities to access, rectify, and/or delete any Customer Data of Authorized Users. Customer agrees to indemnify Beezi against any suits, actions, claims, or proceedings arising from an Authorized User, data protection authority, or other third party with regards to these obligations.

4.2 Personal and Sensitive Data

Users must not submit sensitive personal information (e.g., medical data, financial credentials, government identifiers) to the Services. Beezi processes personal data in compliance with applicable data protection laws. Where applicable, the processing will be performed in accordance with our Data Processing Addendum.

4.3 Third-Party Services

Beezi integrates with Third-party services such as Communication tools (e.g. Slack) (for communication), Billing services (e.g. Maxio) (for billing and payment tracking), Authentication services (e.g. Clerk) (for user management including MFA, registration, and invitations), and API providers (e.g. Claude). Each integration adheres to the respective platform's privacy and security standards. Beezi does not store credentials or private messages beyond what is necessary to deliver the requested functionality.

Customer may choose (in its sole discretion) to use features, services or other content made available by third parties to Customer through the Services ("Third-party services"). Customer acknowledges and agrees that Third-Party services are not Services and, accordingly, Beezi is not responsible for them.

6.1 Confidential Information

Each party may share confidential information with the other in connection with the Services. "Confidential Information" includes business strategies, proprietary technology, trade secrets, Customer Data, and other sensitive information, whether disclosed in written, electronic, or verbal form, and whether or not marked as confidential. Confidential Information does not include information that:

• is publicly known at the time of disclosure or becomes publicly known without breach of this Agreement;
• is already known by the receiving party without restriction;
• is lawfully obtained from a third party without confidentiality obligations; or
• is independently developed by the receiving party without reference to the disclosing party's confidential information.

6.2 Confidentiality Obligations

The receiving party shall:

• use Confidential Information only to perform obligations or exercise rights under this Agreement;
• restrict disclosure to employees, agents, or contractors who need the information to provide or use the Services;
• require such employees, agents, or contractors to comply with confidentiality obligations.

Upon termination or expiration of this Agreement, the receiving party shall promptly return or destroy all Confidential Information and certify destruction if requested. Obligations regarding trade secrets survive as long as such information remains protected under law.

6.3 Protection of Customer Data

Beezi treats Customer Data as highly confidential. Access is limited to authorised personnel only, strictly for service delivery.

7.1 Agreement Term

This Agreement starts when you first activate your subscription to Beezi and continues for the duration of your subscription term, unless terminated earlier in accordance with this section.

7.2 Termination by Customer

You may terminate your subscription at any time through the standard cancellation process. Termination does not relieve you of obligations to pay any outstanding fees accrued prior to termination.

7.3 Termination by Beezi

Beezi may suspend or terminate access to the Services without prior notice if we reasonably determine that:

• You or any authorised user violate this Agreement;
• There is suspected fraudulent or illegal activity;
• Continued provision of Services is prevented by law or regulation;
• You cease normal business operations or become subject to insolvency proceedings.

7.4 Suspension of Services

Beezi reserves the right to temporarily suspend access to the Services to investigate potential security risks, technical issues, or violations of these Terms. During suspension, we will use reasonable efforts to notify affected users and restore access promptly.

7.5 Data Deletion upon Termination

Upon termination, Beezi may delete all Customer Data associated with your account from our servers. We are not responsible for retaining data beyond the termination date unless otherwise agreed in writing.

9.1 Beezi Indemnification

Beezi will defend and indemnify the Customer against third-party claims alleging that use of the Services in accordance with this Agreement infringes the intellectual property rights of any third party, provided that the Customer:

• promptly notifies Beezi in writing of the claim;
• cooperates in the defense; and
• allows Beezi full control over the defense and settlement.

Beezi may, at its discretion, replace or modify the Services to avoid infringement or terminate access to the affected Service component if no alternative is feasible.

9.2 Customer Indemnification

The Customer agrees to indemnify and hold harmless Beezi from any third-party claims arising from:

• Customer Data or its use infringing third-party rights;
• unauthorized use of the Services;
• negligence or willful misconduct; or
• combining the Services with unauthorized software, hardware, or data.

9.3 Limitation on Remedies

The remedies set out in this Section 9 constitute the Customer's sole and exclusive remedies, and Beezi's entire liability, with respect to any claim of intellectual property infringement related to the Services. Beezi shall have no indemnification obligation or liability for claims resulting from:

• modification of the Services by anyone other than Beezi;
• combination, operation, or use of the Services with products, services, data, or processes not provided by Beezi;
• Customer Data or any third-party content; or
• the Customer's continued use of the Services after Beezi has provided a replacement, modification, or alternative solution that would have avoided the alleged infringement.

10.1 No Consequential Damages

To the maximum extent permitted by law, neither party shall be liable to the other or to any third party for any:

• consequential, incidental, indirect, exemplary, special, enhanced, or punitive damages;
• increased costs, diminution in value, or loss of business, production, revenues, or profits;
• loss of goodwill, reputation, or anticipated savings;
• use, inability to use, loss, interruption, delay, or recovery of any data, or any breach of data or system security; or
• cost of replacement goods or services;

in each case arising out of or relating to this Agreement or the Services, whether based on contract, tort (including negligence), strict liability, or any other legal or equitable theory, regardless of whether a party was advised of the possibility of such losses or damages or such losses or damages were otherwise foreseeable.

10.2 Maximum Liability

The total liability of either party under this Agreement, regardless of cause, will not exceed the total fees paid to Beezi for the Services during the six months preceding the event giving rise to the claim.

10.3 High-Risk Use Case Requirements

Some use cases pose an elevated risk of harm because they influence domains that are vital to public welfare and social equity. For these use cases, given potential risks to individuals and consumers, we believe that relevant human expertise should be integrated and that end-users should be aware when AI has been involved in producing outputs.

As such, for the "High-Risk Use Cases" described below, we require that you implement these additional safety measures:

Human-in-the-loop: When using our products or services to provide advice, recommendations, or in subjective decision-making directly affecting individuals or consumers, a qualified professional in that field must review the content or decision prior to dissemination or finalization. You or your organization are responsible for the accuracy and appropriateness of that information.

"High-Risk Use Cases" include:

• Legal: Use cases related to legal interpretation, legal guidance, or decisions with legal implications
• Healthcare: Use cases related to healthcare decisions, medical diagnosis, patient care, therapy, mental health, or other medical guidance. Wellness advice (e.g., advice on sleep, stress, nutrition, exercise, etc.) does not fall under this category
• Insurance: Use cases related to health, life, property, disability, or other types of insurance underwriting, claims processing, or coverage decisions
• Finance: Use cases related to financial decisions, including investment advice, loan approvals, and determining financial eligibility or creditworthiness
• Employment and housing: Use cases related to decisions about the employability of individuals, resume screening, hiring tools, or other employment determinations or decisions regarding eligibility for housing, including leases and home loans
• Academic testing, accreditation and admissions: Use cases related to standardized testing companies that administer school admissions (including evaluating, scoring or ranking prospective students), language proficiency, or professional certification exams; agencies that evaluate and certify educational institutions
• Media or professional journalistic content: Use cases related to using our products or services to automatically generate content and publish it for external consumption

11.1 Arbitration

Any dispute arising out of or relating to this Agreement will be resolved through binding arbitration in accordance with the London Court of International Arbitration (LCIA) rules. The arbitration will be conducted in English and held in London, UK.

11.2 Good Faith Negotiation

Prior to arbitration, the parties will attempt in good faith to resolve the dispute within 30 days of notice.

11.3 Arbitration Decision

The arbitrator's decision is final and binding. Each party bears its own costs and attorney fees. Equitable relief may be sought in court to protect Confidential Information or prevent misuse of Customer Data.

12.1 Notices

All notices must be in writing and delivered via email or postal mail to the addresses listed in the Order Form or as otherwise notified.

12.2 Force Majeure

Beezi will not be liable for delays or failures caused by events beyond reasonable control, including natural disasters, strikes, cyberattacks, or government actions.

12.3 Independent Contractor

The parties are independent contractors. Nothing in this Agreement creates a partnership, joint venture, or employer-employee relationship.

12.4 Updates to Terms

Beezi may update these Terms with reasonable notice, including posting changes on the website. Continued use of the Services constitutes acceptance of the updated Terms.

12.5 Severability

If any provision is invalid or unenforceable, the remainder of the Agreement remains in effect.

12.6 Governing Law

This Agreement is governed by the laws of England and Wales, excluding conflict-of-law rules.

12.7 Assignment

You may not assign rights or delegate obligations without prior written consent from Beezi.

12.8 Equitable Relief

Breach of confidentiality or misuse of Customer Data may cause the other party irreparable harm for which monetary damages would not be an adequate remedy and agrees that, in the event of such breach or threatened breach, the other party will be entitled to equitable relief, including a restraining order, an injunction, specific performance and any other relief that may be available from any court, without any requirement to post a bond or other security, or to prove actual damages or that monetary damages are not an adequate remedy. Such remedies are not exclusive and are in addition to all other remedies that may be available at law, in equity or otherwise.

12.9 Entire Agreement

These Terms, the Privacy Policy, and any Order Forms constitute the full agreement between the parties, superseding prior communications and agreements.