1. Introduction

1.1 The Beam AI Software Development Kit (referred to in the Licence Agreement as the "SDK" and specifically including the iOS/Android files, frameworks, packaged APIs, add-ons, and SDK management systems) is licensed to you subject to the terms of the Licence Agreement. The Licence Agreement forms a legally binding contract between you and Beam AI in relation to your use of the SDK.

1.2 "Beam AI" means Beam AI Inc., organized under the laws of British Columbia, Canada, and operating under the laws of Canada.

2. Accepting this Licence Agreement

2.1 In order to use the SDK or any accompanying tools, documents or software by Beam AI, you must first agree to this Licence Agreement. You may not use the SDK or any accompanying tools, documents or software by Beam AI if you do not accept the Licence Agreement.

2.2 By using the SDK or any accompanying tools, documents or software by Beam AI in any capacity, you declare that you are of legal age and you hereby agree to the terms of the Licence Agreement.

2.3 You may not use the SDK and may not accept the Licence Agreement if you are a person barred from receiving the SDK or any accompanying tools, documents or software by Beam AI under the laws of Canada or other countries, including the country in which you are resident or from which you use the SDK.

2.4 If you are agreeing to be bound by the Licence Agreement on behalf of your employer or other entity, you represent and warrant that you have the full legal authority to bind your employer or such entity to the Licence Agreement. If you do not have the requisite authority, you may not accept the Licence Agreement or use the SDK on behalf of your employer or other entity.

3. SDK Licence from Beam AI

3.1 Subject to the terms of the Licence Agreement, Beam AI grants you a limited, non-assignable, non-exclusive, and non-sublicensable license to use the SDK to monitor stress and other biometrics in your applications via the camera.

3.2 Unless a separate pricing agreement is negotiated and contracted, you agree to the following pricing which is strictly enforced when the SDK is used in any setting. We measure SDK usage by the number of devices where the SDK has been initialized at least once during the month.

3.2.1 The first 100 devices per month are free.

3.2.2 To use the SDK on over 100 devices per month, you must contact Beam AI to set up a custom payment plan for you.

3.3 You agree to not engage in any activity, technical or otherwise, to circumvent how we measure the number of devices where you use the SDK. Any attempt to intervene in or prevent our SDK operations, including but not limited to monitoring usage, controlling access and collecting analytics in the SDK, will result in termination of this Licence Agreement, and other penalties, including but not limited to lawsuits.

3.4 Beam AI reserves the right to modify pricing in this agreement at any point given that a 2-week notice is provided. Beam AI also reserves the right to offer customized pricing for clients of choice without the obligation to offer said pricing universally.

3.5 You agree that Beam AI or third parties own all legal rights, title, and interest in and to the SDK, including any Intellectual Property Rights that subsist in the SDK. “Intellectual Property Rights” means any and all rights under patent law, copyright law, trade secret law, trademark law, and any and all other proprietary rights. Beam AI reserves all rights not expressly granted to you.

3.6 You may not at any time whilst using or in possession of a copy of the SDK, develop competing “Intellectual Property” (such as patents, technologies, trademarks, SDKs, APIs, and/or software systems) for measurement and monitoring of user stress, heart rate, heart rate variability, mental health, and/or other biometrics through the camera.

3.7 You may not use the SDK for any purpose not expressly permitted by the Licence Agreement. Except to the extent required by applicable third-party licenses, you may not copy (except for backup purposes), modify, adapt, redistribute, decompile, reverse engineer, disassemble, or create derivative works of the SDK or any part of the SDK. You may not access any code within the SDK outside of the permitted operations as defined by the accompanying SDK documents.

3.8 You may not use, reproduce and/or redistribute any components of the SDK licensed under an open source software license, but are permitted to release your app under an open source software license and ask interested parties to obtain the necessary Licence Agreement(s) from Beam AI separately.

3.9 You agree that the form and nature of the SDK that Beam AI provides may change without prior notice to you and that future versions of the SDK may be incompatible with applications developed on previous versions of the SDK. You agree that Beam AI may stop (temporarily or permanently) providing the SDK (or any features within the SDK) to you or to users generally at Beam AI’s sole discretion.

3.10 Nothing in the Licence Agreement gives you the right to use any of Beam AI's trade names, trademarks, service marks, logos, domain names, or other distinctive brand features.

3.11 You agree that you will not remove, obscure, or alter any proprietary rights notices (including copyright and trademark notices) that may be affixed to or contained within the SDK.

4. Use of the Beam AI SDK by You

4.1 You agree to use the SDK only for purposes that are permitted by (a) the Licence Agreement and (b) any applicable law, regulation, or generally accepted practices or guidelines in the relevant jurisdictions (including any laws regarding the export of data or software to and from Canada and/or other relevant countries).

4.2 You agree that if you use the SDK to develop applications for general public users, you will protect the privacy and legal rights of those users. You must make users aware of how their information, including but not limited to usage, face data, and biometric data, is handled by the SDK. You are responsible for assuring that the SDK complies with all applicable laws and privacy requirements locally and internationally if you are serving international customers. Furthermore, you must make users aware of how you handle the stress and other biometric data provided to you by the SDK and provide legally adequate privacy notice and protection for those users. If you save any of the data provided to you by the SDK, you must assure that it is done safely, securely, and with the consent of the users.

4.3 You agree that you are responsible for assuring data protection and privacy compliance with the government and agencies in the regions in which your apps will operate. In the event that you employ the Beam AI SDK in an area where it is not legally appropriate and/or use the services and information provided by the SDK for legally and/or ethically criminal, inappropriate or in-bad-faith purposes, you are fully responsible for any law-suits, fines, and consequences, and will absolve Beam AI of any liability.

4.4 You agree that if, at any point during or after your use of the SDK, Beam AI is sued under any jurisdiction for your misuse of the SDK in accordance with this agreement or local/national/international laws of the applicable region, you are responsible for covering all legal fees associated with responding to said lawsuit, and any fines and/or other penalties that may be inflicted on Beam AI from the lawsuit.

4.5 At all times, you agree to use the SDK in full accordance not only with the applicable laws and regulations of your region of operation but also with the relevant Canadian laws, including the Canadian Charter of Human Rights. Failure to do so will result in termination of this Licence Agreement, and other penalties, including but not limited to lawsuits.

4.6 You agree that you will not engage in any activity with the SDK, including the development or distribution of an application, that interferes with, disrupts, damages, or accesses in an unauthorized manner the servers, networks, or other properties, data or services of any third party including, but not limited to, Beam AI and its affiliates.

4.7 You agree that you are solely responsible for (and that Beam AI has no responsibility to you or to any third party for) any data, content, or resources that you create, transmit or display through your app, any usage of any data provided to you by the SDK and for the consequences of your actions (including any loss or damage which Beam AI may suffer) by doing so.

4.8 You agree that you are solely responsible for (and that Beam AI has no responsibility to you or to any third party for) any breach of your obligations under the Licence Agreement, any applicable third party contract or Terms of Service, or any applicable law or regulation, and for the consequences (including any loss or damage which Beam AI or any third party may suffer) of any such breach.

4.9 In the event of any unintentional breach of the Licence Agreement, especially with respect to the usage criteria described, you agree to inform Beam AI immediately and take precautions to address the said breach. In such an event, Beam AI retains the right to unilaterally terminate this Licence Agreement when notified about the breach of the Licence Agreement or at any point during or after the resolution of the breach of the Licence Agreement.

5. Your Beam AI Developer Credentials

5.1 You agree that you are responsible for maintaining the confidentiality of any developer credentials that may be issued to you by Beam AI or which you may choose yourself and that you will be solely responsible for all applications that are developed involving the SDK using your developer credentials.

5.2 In the event that your developer credentials are leaked and/or misused in any other shape or form, you agree to immediately inform Beam AI, and unless explicit permission is given by Beam AI to continue your usage, you agree to also immediately stop your usage of the SDK until all issues with respect to your developer credentials are resolved.

5.3 You agree to not share your developer credentials with any third parties, including but not limited to other companies, organizations, and private individuals, without explicit prior written consent by Beam AI.

6. Privacy

6.1 In order to continually innovate and improve the SDK, Beam AI may collect certain usage statistics from the SDK, including but not limited to device descriptions, camera configurations, and frequency and length of usage. By agreeing to this Licence agreement, you are consenting to share the relevant usage data. If you wish to use the SDK while excluding certain or all usage data from being collected, you agree to discuss this separately with Beam AI and obtain explicit written approval for the desired exclusions prior to using the SDK.

6.2 The data collected is examined in the aggregate to improve the SDK and is maintained in accordance with Beam AI’s Privacy Policy, which is located at the following URL: https://www.beamhealth.ai/privacy-policy.html. Anonymized sets of data may be shared with Beam AI partners to improve the SDK and other services.

7. Terminating this Licence Agreement

7.1 The Licence Agreement will continue to apply until terminated by either you or Beam AI as set out below.

7.2 If you want to terminate the Licence Agreement, you may do so by providing a 2-week notice, ceasing your use of the SDK and any relevant developer credentials, and completely deleting all of your copies of the SDK and the accompanying tools, software, and documents provided to you by Beam AI.

7.3 Beam AI may at any time, terminate the Licence Agreement with you if:

7.3.1 You have breached any provision of the Licence Agreement;

7.3.2 Or Beam AI is required to do so by law;

7.3.3 Or the partner with whom Beam AI offered certain parts of SDK to you has terminated its relationship with Beam AI or ceased to offer certain parts of the SDK to you; or

7.3.4 Beam AI decides to no longer provide the SDK or certain parts of the SDK to users in the country in which you are resident or from which you use the service, or the provision of the SDK or certain SDK services to you by Beam AI is, in Beam AI’s sole discretion, no longer commercially viable.

7.4 When the Licence Agreement comes to an end, all of the legal rights, obligations, and liabilities that you and Beam AI have benefited from, been subject to (or which have accrued over time whilst the Licence Agreement has been in force) or which are expressed to continue indefinitely, shall be unaffected by this cessation, and the provisions of paragraph 12.7 shall continue to apply to such rights, obligations and liabilities indefinitely.

8. DISCLAIMER OF WARRANTIES

8.1 YOU EXPRESSLY UNDERSTAND AND AGREE THAT YOUR USE OF THE SDK IS AT YOUR SOLE RISK AND THAT THE SDK IS PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTY OF ANY KIND FROM BEAM AI.

8.2 YOUR USE OF THE SDK AND ANY MATERIAL DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE SDK IS AT YOUR OWN DISCRETION AND RISK AND YOU ARE SOLELY RESPONSIBLE FOR ANY DAMAGE INCLUDING BUT NOT LIMITED TO YOUR APPLICATIONS, DEVICES, USERS AND DATA.

8.3 BEAM AI FURTHER EXPRESSLY DISCLAIMS ALL WARRANTIES AND CONDITIONS OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO THE IMPLIED WARRANTIES AND CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT.

9. LIMITATION OF LIABILITY

9.1 YOU EXPRESSLY UNDERSTAND AND AGREE THAT BEAM AI, ITS SUBSIDIARIES AND AFFILIATES, AND ITS LICENSORS SHALL NOT BE LIABLE TO YOU UNDER ANY THEORY OF LIABILITY FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES THAT MAY BE INCURRED BY YOU, INCLUDING ANY LOSS OF DATA, WHETHER OR NOT BEAM AI OR ITS REPRESENTATIVES HAVE BEEN ADVISED OF OR SHOULD HAVE BEEN AWARE OF THE POSSIBILITY OF ANY SUCH LOSSES ARISING.

10. Indemnification

10.1 To the maximum extent permitted by law, you agree to defend, indemnify and hold harmless Beam AI, its affiliates and their respective directors, officers, employees and agents from and against any and all claims, actions, suits or proceedings, as well as any and all losses, liabilities, damages, costs and expenses (including reasonable attorneys fees) arising out of or accruing from (a) your use of the SDK, (b) any application you develop with the SDK that infringes any copyright, trademark, trade secret, trade dress, patent or other intellectual property rights of any person or defames any person or violates their rights of publicity or privacy, and (c) any non-compliance by you with the Licence Agreement.

11. Changes to the Licence Agreement

11.1 Beam AI may make changes to the Licence Agreement as it distributes new versions of the SDK. When these changes are made, Beam AI will make a new version of the Licence Agreement available to you, either via the website, email, GitHub, or another form of communication.

12. General Legal Terms

12.1 The Licence Agreement constitutes the whole legal agreement between you and Beam AI and governs your use of the SDK (excluding any services which Beam AI may provide to you under a separate written agreement), and completely replaces any prior agreements between you and Beam AI in relation to the SDK.

12.2 You agree that if Beam AI does not exercise or enforce any legal right or remedy which is contained in the Licence Agreement (or which Beam AI has the benefit of under any applicable law), this will not be taken to be a formal waiver of Beam AI’s rights and that those rights or remedies will still be available to Beam AI.

12.3 If any court of law, having the jurisdiction to decide on this matter, rules that any provision of the Licence Agreement is invalid, then that provision will be removed from the Licence Agreement without affecting the rest of the Licence Agreement. The remaining provisions of the Licence Agreement will continue to be valid and enforceable.

12.4 You acknowledge and agree that each member of the group of companies of which Beam AI is the parent shall be third-party beneficiaries to the Licence Agreement and that such other companies shall be entitled to directly enforce, and rely upon, any provision of the Licence Agreement that confers a benefit on (or rights in favour of) them. Other than this, no other person or company shall be third-party beneficiaries to the Licence Agreement.

12.5 EXPORT RESTRICTIONS. THE SDK IS SUBJECT TO CANADIAN EXPORT LAWS AND REGULATIONS. YOU MUST COMPLY WITH ALL DOMESTIC AND INTERNATIONAL EXPORT LAWS AND REGULATIONS THAT APPLY TO THE SDK. THESE LAWS INCLUDE RESTRICTIONS ON DESTINATIONS, END USERS AND END USE.

12.6 The rights granted in the Licence Agreement may not be assigned or transferred by you without the prior written approval of Beam AI. You shall not be permitted to delegate their responsibilities or obligations under the Licence Agreement without the prior written approval of Beam AI.

12.7 The Licence Agreement, and your relationship with Beam AI under the Licence Agreement, shall be governed by the laws of the Province of British Columbia, Canada. You and Beam AI agree to submit to the exclusive jurisdiction of the courts located within the Province of British Columbia, Canada to resolve any legal matter arising from the Licence Agreement. Notwithstanding this, you agree that Beam AI shall still be allowed to apply for injunctive remedies (or an equivalent type of urgent legal relief) in any jurisdiction.