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Article 1 Purpose
These API Terms of Use (“API Terms”) govern your access and use of our application programming interfaces (“APIs”), SDKs, tools, sample code, software, Documentation, and related materials that we make available for integrating Beeble’s AI-powered lighting reconstruction, visual effects (VFX), and cinematic compositing services (collectively, the “API Services”) into your products, services, or systems. These API Terms form a binding agreement between Beeble AI Inc. (“Beeble,” “we,” “us,” or “our”) and the entity that has executed an Order that references and incorporates these API Terms (“Enterprise User”) or the individual who has registered an account online at developer.beeble.ai (“Individual User”). An Enterprise User or Individual User may be referred to herein as **“you” **or “your”. If you are an Enterprise User using the API Services on behalf of a company or other legal entity, you represent and warrant that you have all right, permission, and authority necessary to enter into these API Terms on behalf of such entity and to bind such entity to the terms of these API Terms, including to make any purchases made through such entity’s registered account, and to provision access to other authorized users in accordance with these API Terms. By entering into an Order and/or otherwise clicking “Consent” (or taking a similar action), creating an account, accessing or using the API Services, or integrating the API Services into your application, website, or other interface (collectively, “Applications”), you agree to be bound by these API Terms, our Terms of Use, Privacy Policy, and any applicable supplemental terms. These API Terms and any Order (together with any Data Processing Addendum, available at https://beeble.ai/api-dpa (“DPA”) and attached exhibits or schedules) constitute the complete understanding between the parties on the subject matter herein (the “Agreement”) and are effective on the earlier of: (a) the date that an Order is fully executed by the parties (where applicable to Enterprise Users), or (b) your initial access to and use of the API Services (“Effective Date”). In the event of any conflict between these API Terms and Beeble’s Terms of Use (https://beeble.ai/terms-of-use) with respect to your use of the API Services, these API Terms shall control. If you do not accept these API Terms, you are not authorized to access or use the API Services. For the avoidance of doubt, the API Services are provided as a standalone product with its own independent account structure, credit system, and billing infrastructure, separate from any other Beeble services or interfaces. We may update or modify these API Terms from time to time, including any referenced policies, terms, or their URLs. When changes are made to these API Terms, Beeble will make a copy of the updated API Terms available to you via email or at our website and update the “Last Updated” date at the top of these API Terms. If we make material changes to these API Terms, we will provide written notice of such material changes and attempt to notify you by sending an email notice to the email address associated with your account. Any changes to these API Terms will be effective upon the earlier of (a) thirty (30) days after the “Last Updated” date at the top of these API Terms, or (b) your consent to and acceptance of the updated API Terms if Beeble provides a mechanism for your immediate acceptance in a specified manner (e.g., clickthrough acceptance), which Beeble may require before further access to and use of the API Services is permitted. If you do not agree to the updated API Terms, you must stop using the API Services.Article 2 Definitions
Capitalized terms shall have the meanings set forth in this section, or in the section where they are first used. “Aggregated Data” means data and information related to Your Content and/or your use of the API Services that is used by Beeble in an aggregate and anonymized manner, including to compile statistical and performance information related to the provision and operation of the API Services. “Documentation” means Beeble-provided user documentation, in all forms, relating to the API Services in hard copy or electronic form (e.g., user manuals, technical guides, and online help files). “Intellectual Property Rights” means any and all now known or hereafter existing (a) rights associated with works of authorship, including copyrights, mask work rights, and moral rights; (b) trademark or service mark rights; (c) trade secret rights; (d) patents, patent rights, and industrial property rights; (e) layout design rights, design rights, and other proprietary rights of every kind and nature other than trademarks, service marks, trade dress, and similar rights; and (f) all registrations, applications, renewals, extensions, or reissues of the foregoing, in each case in any jurisdiction throughout the world. “Order” means an ordering document, statement of work, or similar document entered into between Beeble and an Enterprise User that references these API Terms and sets forth the specific API Services, fees, and other terms applicable to such Enterprise User’s use of the API Services. “Personal Data” has the meaning given in applicable data protection and privacy laws, including the GDPR, CCPA, and similar legislation. “Sensitive Information” means (a) individually identifiable health information or protected health information as those terms are defined by the Health Insurance Portability and Accountability Act and its implementing regulations; (b) credit, debit, or other payment card data subject to the Payment Card Industry Data Security Standard; (c) Social Security numbers, passport numbers, driver’s license numbers, or other government-issued identification numbers; or (d) Personal Data or other data governed by the Fair Credit Reporting Act, Gramm-Leach-Bliley Act, or Children’s Online Privacy Protection Act. “Third-Party Services” means third-party large language models, artificial intelligence algorithms, platforms, and other third-party services leveraged by Beeble in connection with the API Services to generate Outputs.Article 3 Use of API Services
Orders: To the extent you and Beeble enter into an Order, such Order is governed by, and hereby incorporated into, these API Terms. If there is a conflict between these API Terms and an Order, these API Terms will control unless the Order expressly states that a specific provision of these API Terms will be superseded by a specific provision of the Order. Account Registration: To use the API Services, you may be required to register for an account and provide accurate, current, and complete information during the registration process. Once you have successfully registered an account, you will be given credentials to access the API Services. Your account may have multiple users associated with it, and you shall designate a user with administrative privileges to add, remove, suspend, and otherwise manage the user accounts associated with your account. You may not share your account credentials or make your account available to anyone else and are responsible for all activities that occur under your account. You will promptly notify Beeble if you become aware of or reasonably suspect that there has been any unauthorized access to any user account. Beeble is not liable for any loss or damage arising from use or misuse of credentials. Third-Party Registration Platforms: The API Services may allow you to register an account through a Google account or other third-party platform (“Third-Party Registration Platform”). By linking your account with a Third-Party Registration Platform, you acknowledge and agree that Beeble and its third-party service providers, as applicable, will have access to such Third-Party Registration Platform as permitted under the applicable terms and conditions governing your use of each Third-Party Registration Platform. You represent and warrant that you are entitled to disclose your Third-Party Registration Platform login information to Beeble and/or grant Beeble access to your Third-Party Registration Platform without breach of any terms and conditions governing your use of the applicable Third-Party Registration Platform and without obligating Beeble to pay any fees imposed by the applicable Third-Party Registration Platform. License Grant; API Limitations: Subject to your compliance with these API Terms and our Documentation, we grant you a non-exclusive, non-transferable, non-sublicensable, revocable and limited license solely to access and use the API Services to develop, test, and operate your Application for commercial purposes. This includes the right to integrate the API Services into your Application and make their core functionalities available to your End Users (as defined below). Beeble may, in its sole discretion, impose or modify limitations on your use of the API, including limitations on: (i) the number of network calls that you may make via the API; (ii) the maximum file size; and (iii) any other aspect of the API that Beeble deems appropriate. Such limitations may be imposed or modified at any time without prior notice. You may not create multiple accounts in an attempt to exceed or circumvent any such usage limitations. In addition, Beeble may utilize technical measures to prevent excessive usage and to restrict or terminate access to the API upon any usage limitations being exceeded, and may suspend your access to the API with or without notice in the event you exceed such limitations. Content Generation: The API Services enable you to submit Input to the API Services and receive Outputs. The API Services leverage Third-Party Services to generate Outputs in response to Inputs. Beeble does not make any representations with respect to Third-Party Services or any Output provided in connection therewith. Such Third-Party Services are not under the control of Beeble and do not form part of the API Services. Beeble is not responsible for any Third-Party Services or Output generated thereby, and you use such Third-Party Services and Output at your own risk. By using the API Services, you agree to be bound by and shall comply with all terms of use and other terms and conditions imposed by the providers of the Third-Party Services (“Third-Party Licenses”). Third-Party Licenses applicable to the Third-Party Services that differ from the terms of these API Terms will be presented to you prior to use. Use of certain Outputs may be governed by such Third-Party Licenses. Any breach by you or any of your End Users of any Third-Party License is also a breach of these API Terms. Inputs may be provided to Third-Party Services in order for you to access the API Services, and such Third-Party Services may not be required to maintain the confidentiality of any Inputs or Outputs. You may use Outputs within your Applications in accordance with these API Terms. End Users: If you integrate the API Services into your own service and make API-powered functionality available to your end users (“End Users”), you acknowledge and agree that you, and not Beeble, act as the primary service provider to such End Users. You are solely responsible for all End User-related disclosures, consents, compliance obligations, as well as handling any questions, complaints, or claims from the End Users. Beeble has no contractual relationship with your End Users. You must ensure that your End Users comply with all applicable restrictions and requirements set forth in these API Terms. You are responsible for all acts and omissions of your End Users in connection with their use of the API Services, and any breach of these API Terms by your End Users will be deemed a breach by you.Article 4 Use Restrictions
When you access and use the API Services, you may not, directly or indirectly, and shall not allow any third party, including your End Users, to:- Upload, transmit, or generate any content that:
(a) is illegal, deceptive, obscene, defamatory, threatening, or pornographic (including child pornography).
(b) constitutes hate speech, harassment, or stalking.
(c) infringes, misappropriates, or violates the intellectual property, privacy, or other rights of third parties.
(d) promotes or facilitates unlawful activities, including fraud, money laundering, or gambling.
- Create, distribute, or promote:
(a) deepfakes or misleading visual or video content without clear disclosure.
(b) content involving child abuse, exploitation, or sexually explicit material involving minors.
- Use the API Services or any related data, including Inputs and Outputs, to develop, train, or improve any AI models or services that compete with Beeble’s services, including but not limited to AI-powered lighting reconstruction, VFX, and video compositing offerings.
- Cache, record, or store any Outputs for the purpose of creating a persistent database or bypassing API calls, except to the limited extent strictly necessary for a short-term display or functionality in your Applications for End Users.
- Disrupt, interfere with, or attempt to gain unauthorized access to the API Services or any related systems, servers, devices, or networks, including by using viruses, malware, Trojan horses, bots, scrapers, or other destructive or automated tools.
- Create multiple accounts for fraudulent or abusive purposes or engage in behavior that violates your subscription plan or these API Terms.
- Copy, sell, rent, lease, transfer, assign, sublicense, disassemble, decompile, modify, alter or attempt to reverse engineer or otherwise derive the source code, trade secrets, or know-how of the API Services, except to the limited extent expressly authorized under applicable statutory law.
- Misuse Beeble’s trademarks, logos, data, or proprietary elements, or infringe on Beeble’s intellectual property rights.
- Use the API Services in any manner that harms national security, public order, safety, or societal interests, undermines political stability, or disrupts social harmony.
- Use the API Services in countries or by entities subject to U.S., EU, or other applicable international export controls, embargoes, or sanctions.
- Use the API Services in any manner not expressly permitted under these API Terms.
- Submit or use any Inputs that contain Sensitive Information, unless expressly agreed to by Beeble in writing.
- Use or access the API Services in any personal, household, or familial capacity, or for any purpose other than a lawful business purpose.
Article 5 Ownership and Content
Input and Output
You may submit or otherwise provide any data and information to the API Services, without limitation, images, videos, or other materials (“Input”), and receive AI- generated visual content, including relighted images, enhanced videos, VFX-integrated files, cinematic compositions, or other generated materials (collectively, “Output”). As used in these API Terms, “Your Content” means, collectively, your Input and the corresponding Output. You are solely responsible for the accuracy, quality, and legality of Your Content and for ensuring that Your Content, and your use of the API Services with respect to Your Content, complies with all applicable laws, and that you have obtained all necessary rights, consents, or licenses to provide Input and to use Output. Nothing in these API Terms transfers to you any rights in or to the API Services, the underlying models, or Beeble’s technology, other than the limited rights expressly set out herein. Due to the nature of AI, Output may not be unique, and other users may receive the same or similar outputs from the API Services. Beeble does not represent or warrant that Outputs are protectable by any intellectual property rights under applicable laws.Your Content
Ownership: As between you and Beeble, and to the extent permitted by applicable law, you retain all right, title and interest in and to Your Content. License to Beeble: You hereby grant Beeble a worldwide, royalty-free, non-exclusive, and sublicensable license to host, store, use, copy, reproduce, modify, transmit, display, and create derivative works from Your Content solely to provide, operate, maintain, and improve the API Services, develop and enhance existing or new services and features, monitor, prevent, and address fraud, abuse, security, or technical issues, or comply with applicable law and enforce these API Terms and related policies. Without limiting the foregoing, you acknowledge and agree that Beeble may share Your Content with Third-Party Services as necessary to provide the API Services. Notwithstanding anything to the contrary in these API Terms, Beeble shall not use Your Content to train, improve, fine-tune, or otherwise develop any machine learning models or artificial intelligence algorithms. For the avoidance of doubt, this restriction does not apply to Aggregated Data that does not identify you or your Confidential Information. You may request deletion of your Personal Data by contacting support@beeble.ai, as detailed in our Privacy Policy. Content Review: We may, but are not obligated to, review Your Content. We reserve the right to remove or refuse to process Your Content that violates these API Terms or applicable laws, with or without notice. We may terminate or suspend your access to all or part of the API Services, if Your Content is reasonably likely, in our sole determination, to cause harm or violate these API Terms.Beeble Intellectual Property
As between Beeble and you, the API Services, Documentation, and all worldwide Intellectual Property Rights in each of the foregoing, are the exclusive property of Beeble and its suppliers. All rights in and to the API Services and Documentation not expressly granted to you in these API Terms are reserved by Beeble and its suppliers. Except as expressly set forth herein, no express or implied license or right of any kind is granted to you regarding the API Services, Documentation, or any part thereof, including any right to obtain possession of any source code, data, or other technical material relating to the API Services.Beeble Content
Ownership: Beeble retains all right, title, and interest, including intellectual property rights, in and to content provided by Beeble through the API Services, including but not limited to sample images, VFX assets, or other materials (“Beeble Provided Content”). License to You: Subject to compliance with these API Terms, Beeble grants you a limited, non-exclusive, non-transferable, non-sublicensable, revocable license to use Beeble Provided Content for the sole purpose of accessing and using the API Services. Any use of the Beeble Provided Content other than as specifically authorized herein, without our prior written permission, is prohibited and will terminate the license granted herein.Aggregated Data
Notwithstanding anything to the contrary in these API Terms, Beeble may monitor your use of the API Services and collect and compile Aggregated Data. As between Beeble and you, all right, title, and interest in Aggregated Data, and all Intellectual Property Rights therein, belong to and are retained solely by Beeble. You agree that Beeble may (i) make Aggregated Data publicly available in compliance with applicable law, and (ii) use Aggregated Data to the extent and in the manner permitted under applicable law; provided that such Aggregated Data does not identify you or your Confidential Information.Feedback
You may provide any ideas, suggestions, questions, comments, or other information about us or the API Services (collectively, “Feedback”). Feedback is voluntary, and you acknowledge that Beeble may use, disclose, reproduce, modify, and otherwise exploit Feedback for any purpose, commercial or otherwise, without restriction, attribution, or compensation to you. You hereby grant Beeble a perpetual, irrevocable, worldwide, royalty-free, and sublicensable license to use, incorporate, and otherwise exploit Feedback in connection with the API Services and any current or future products or services. Beeble will exclusively own any improvements to, and new inventions or works relating to, the API Services that are based on or derived from any Feedback.Article 6 Privacy and Personal Data Protection
Personal Data: Our collection and processing of personal data in connection with the API Services are described by our Privacy Policy available at https://beeble.ai/privacy-policy. You represent, warrant, and covenant that no Personal Data or Sensitive Information processed by Beeble under these API Terms is subject to applicable data protection and privacy laws, unless expressly authorized in writing by Beeble. You acknowledge and agree that you are responsible for ensuring that any personal data you provide or make available to the API Services is collected and disclosed in compliance with applicable data protection and privacy laws, including the GDPR and similar laws, where applicable. Your Responsibilities: You must obtain all necessary consents or legal bases for processing personal data before submitting it to the API Services. You warrant that any personal data provided complies with applicable data protection laws. End User Notices: You are solely responsible for providing all required notices to, and obtaining all necessary consents from, your End Users regarding the collection, use, processing, and sharing of their personal data in connection with your use of the API Services, and for complying with all applicable privacy and data protection laws. You must provide and make available a privacy policy for your Application that clearly and accurately describes to End Users the types of information you collect, how such information is used and shared (including with Beeble and third parties), and any other disclosures required under applicable law. You must comply with your privacy policy at all times. Data Security: Beeble implements industry-standard technical and organizational measures to protect your data, but you are responsible for securing your applications and API credentials, and for ensuring that your End Users maintain adequate security measures in connection with their access to and use of the API Services through your Application. Data Processing Addendum: To the extent Beeble processes personal data on your behalf in connection with your use of the API Services, and such processing is subject to applicable data protection laws, the DPA will govern such processing. In the event of any conflict between the DPA and these API Terms with respect to personal data processing, the DPA will control.Article 7 Subscription Term, Fees and Payment
Applicability of API Services Fees: Access to and use of the API Services are subject to the fees, payment terms, and subscription plans set forth in the applicable Order (for Enterprise Users) or as listed on Beeble’s API pricing page (the “API Pricing Page”) (for Individual Users). Fees and Payment: You shall pay to Beeble, without offset or deduction, all fees and expenses as set forth in the applicable Order (for Enterprise Users) or as listed on the API Pricing Page (for Individual Users). Except as otherwise set forth in an Order, with respect to payments made (other than by credit card), such amounts shall be due and payable in advance for Individual Users or within thirty (30) days of the date of invoice for Enterprise Users (unless otherwise stated in the applicable Order). Credit System: The API Services utilize their own independent credit system and usage limits associated with your API account. Any consumption of credits through the API Services will be deducted from your API account balance in accordance with the billing cycles and rates specified in the applicable Order or on the API Pricing Page, as applicable. Any API credits you purchased shall expire one (1) year from the date of purchase, and shall not be refundable, transferable, or redeemable for cash. Beeble shall have no obligation to provide any credit, refund, or other compensation for expired credits. Refunds: Unless expressly stated otherwise in a separate written agreement or applicable Order, all fees paid for the API Services are non-refundable. Any applicable refund policies shall be as set forth in these API Terms or the applicable Order. Taxes: The fees and other amounts payable by you to Beeble do not include any taxes of any jurisdiction that may be assessed or imposed upon the API Services, including sales, use, excise, value added, personal property, export, import, and withholding taxes, excluding only taxes based upon Beeble’s net income. You shall directly pay any such taxes assessed and shall promptly reimburse Beeble for any taxes payable or collectible by Beeble (other than taxes based upon Beeble’s net income). Late Payments and Credit Card Surcharge: If any payment owed by you to Beeble is more than thirty (30) days past due, interest at the rate of twelve percent (12%) per annum (or, if lower, the maximum rate permitted by applicable law) shall accrue on the outstanding amount from the date such payment was due until paid in full. In the event you pay by credit card, the amount of fees shall be increased by 3.5% to cover credit card processing fees. Suspension: In the event that your account is overdue on any payment for any reason, Beeble shall have the right, in addition to its remedies under these API Terms or pursuant to applicable law, to suspend your use of the API Services, without further notice to you, until you have paid the full balance owed, plus any interest due.Article 8 Confidentiality
During the term of these API Terms, each party (the “Disclosing Party”) may provide the other party (the “Receiving Party”) with certain non-public information, software, specifications, and other confidential or proprietary information (“Confidential Information”). The Disclosing Party will mark all Confidential Information in tangible form as “confidential or “proprietary” or with a similar legend, and identify all Confidential Information disclosed orally as confidential at the time of disclosure. Regardless of whether so marked or identified, the API Services, Documentation, and all enhancements and improvements thereto will be considered Confidential Information of Beeble. The Receiving Party agrees that it will not use or disclose to any third party any Confidential Information of the Disclosing Party, except as expressly permitted under these API Terms. The Receiving Party will limit access to the Confidential Information to those employees or subcontractors who have a need to know, who have confidentiality obligations no less restrictive than those set forth herein, and who have been informed of the confidential nature of such information. The Receiving Party will protect the Disclosing Party’s Confidential Information from unauthorized use, access, or disclosure in the same manner as that it would use to protect its own confidential or proprietary information of a similar nature, and in no event with less than a reasonable degree of care. At the Disclosing Party’s request or upon termination of these API Terms, the Receiving Party will return to the Disclosing Party or destroy (or permanently erase in the case of electronic files) all copies of the Confidential Information that the Receiving Party does not have a continuing right to use under these API Terms. Confidential Information does not include information that (a) becomes generally available to the public through no fault of the Receiving Party; (b) is lawfully provided to the Receiving Party by a third party free of any confidentiality duties or obligations; (c) was already known to the Receiving Party at the time of disclosure; or (d) the Receiving Party can demonstrate was independently developed by employees and contractors of the Receiving Party who had no access to the Confidential Information. The Receiving Party may disclose Confidential Information to the extent required by applicable law, regulation, or valid legal process, provided that the Receiving Party gives the Disclosing Party reasonable notice of such requirement (unless prohibited by law or court order) and reasonably cooperates with the Disclosing Party in seeking a protective order or other appropriate remedy.Article 9 Term; Termination and Suspension
Term: The term of these API Terms will commence on the Effective Date and will continue for one (1) year (“Initial Term”), unless earlier terminated in accordance with these API Terms. Thereafter, the Initial Term will automatically renew for additional terms of one (1) year (each, a “Renewal Term”), unless either party gives written notice of non-renewal to the other party no later than ninety (90) days prior to the expiration of the then-current Initial Term or Renewal Term. Termination if No Outstanding Orders: If there are no outstanding Orders, either party may terminate these API Terms for any reason upon thirty (30) days’ prior written notice to the other. Neither party may terminate an Order once it has been executed, other than by mutual consent or termination of these API Terms for material breach as set forth below. An Individual User may terminate these API Terms immediately upon closing such Individual User’s account or by providing written notice to Beeble at support@beeble.ai. For the avoidance of doubt, Beeble will not refund you any fees paid in advance of such termination, including any pre-paid fees. Termination for Breach: Either party may terminate these API Terms or any Order immediately upon notice to the other party if the other party materially breaches these API Terms or the applicable Order, and such breach remains uncured more than thirty (30) days after receipt of written notice of such breach. Beeble may also terminate these API Terms immediately if required by applicable law or if continued provision of the API Services to you is, or becomes, prohibited by applicable law or regulations. Effect of Termination: Expiration or termination of these API Terms will automatically terminate all active Orders, but termination of a single Order will not result in termination of these API Terms or any other Orders. Upon the expiration or termination of these API Terms or an Order, all rights and licenses granted to you herein will immediately terminate and you must cease all access to and use of the API Services. You must promptly return or delete any Documentation or data accessed or obtained through the API Services, unless expressly permitted by Beeble or prohibited by law. Either party’s termination of these API Terms is without prejudice to any other remedies it may have at law or in equity, and does not relieve either party of breaches occurring prior to the effective date of termination. Neither party will be liable to the other for damages arising solely as a result of terminating these API Terms in accordance with their terms. Post-Termination Obligations: Unless you terminate these API Terms for material breach by Beeble, if these API Terms expire or are terminated: (a) Beeble will not refund you any fees paid in advance of such expiration or termination, including pre-paid fees; and (b) within ten (10) days after such expiration or termination, you shall pay Beeble all remaining fees due under any outstanding Order so that Beeble is paid the full annual amount agreed to at the commencement of the applicable term (as if the term had run its full course). Any provisions of these API Terms that by their nature should survive termination (including, without limitation, those relating to ownership, confidentiality, disclaimers, limitation of liability, and indemnification) will survive termination or expiration of these API Terms.Article 10 Limitation of Liability
To the fullest extent permitted by applicable law, except with respect to liability arising from breaches of confidentiality under Article 8, misappropriation by a party of the other party’s Intellectual Property Rights, a party’s gross negligence or willful misconduct, or a party’s indemnification obligations under Article 11 (collectively, “Excluded Liability”), neither party shall be liable to the other party for any indirect, incidental, special, or consequential damages, including damages arising out of or in any way related to the API Services, the materials, the actions, or these API Terms, whether based on contract, tort (including negligence), strict liability, or other theory, even if such party has been advised of the possibility of such damages. Except with respect to Excluded Liability, the aggregate liability of either party for any claim arising out of or relating to these API Terms or the API Services is limited to the greater of (i) the amount you paid for the API Services that give rise to the claim during the 12 months before the liability arose and (ii) One Hundred Dollars ($100). The parties agree that the limitations of liability set forth in this Article shall survive and continue in full force and effect despite any failure of consideration or of an exclusive remedy. The parties acknowledge that the fees have been set and these API Terms entered into in reliance upon these limitations of liability and that all such limitations form an essential basis of the bargain between the parties.Article 11 Indemnification
Indemnification by Beeble: Beeble will indemnify and hold harmless, at its own expense, you from and against any and all third-party claims, proceedings, or suits (each, a “Claim”), and pay all liabilities, losses, damages, costs, and other expenses (including reasonable attorneys’ and expert witnesses’ costs and fees), arising out of or relating to an allegation that the API Services, when used by you as authorized herein, infringe or misappropriate a third party’s patents, copyrights, or trade secret rights under applicable laws of any jurisdiction within the United States of America. If any portion of the API Services becomes, or in Beeble’s opinion is likely to become, the subject of a claim of infringement, Beeble may, at Beeble’s option: (a) procure for you the right to continue using the API Services; (b) replace the API Services (or infringing component) with non-infringing services which do not materially impair the functionality of the API Services; (c) modify the API Services so that they become non-infringing; or (d) terminate these API Terms and refund any unused prepaid fees for the remainder of the term then in effect, and upon such termination, you will immediately cease all use of the API Services. Notwithstanding the foregoing, Beeble will have no obligation under this provision with respect to any infringement Claim based upon (i) Third-Party Services, Inputs, or Outputs; (ii) any use of the API Services not in accordance with these API Terms or as specified in the Documentation; (iii) any use of the API Services in combination with other products, equipment, software, or data not supplied by Beeble; or (iv) any modification of the API Services by any person other than Beeble or its authorized agents. This provision states the sole and exclusive remedy of you and the entire liability of Beeble for infringement claims and actions. Indemnification by You: To the fullest extent permitted by applicable law, you will indemnify, defend, and hold harmless Beeble and its officers, directors, employees, and agents from and against any Claims arising out of or related to (a) your access and use of the API Services; (b) Your Content, Feedback, Inputs and/or Outputs; (c) your violation of these API Terms; (d) your violation, misappropriation, or infringement of any rights of third parties (including intellectual property rights or privacy rights); (e) your End Users’ use of your Application or any violation of these API Terms by your End Users; or (f) your conduct in connection with the API Services or Your Content. Indemnification Procedure: The indemnifying party’s obligations are expressly conditioned upon each of the following: (a) the indemnified party shall promptly notify the indemnifying party in writing of any threatened or actual Claim; (b) the indemnifying party shall have sole control of the defense or settlement of any Claim; and (c) the indemnified party shall cooperate with the indemnifying party to facilitate the settlement or defense of any Claim. The indemnified party shall not agree to settle any such Claim without the indemnifying party’s express prior written consent. The indemnified party may participate in the defense of the Claim at its own expense and with counsel of its own choosing, but the indemnifying party will have sole control over the defense of the Claim. Beeble reserves the right, at its own cost, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, in which event you will fully cooperate with Beeble in asserting any available defenses.Article 12 Governing Law and Dispute Resolution
Governing Law
For Users residing in non-EEA: These API Terms and any claims, cause of action, or dispute (“Dispute”) arising out of or related to these API Terms shall be governed by and interpreted in accordance with the laws of the State of Delaware, without giving effect to conflict of law principles. The state and federal courts located in New Castle County, Delaware will have exclusive jurisdiction. You and Beeble waive any claims that may arise under the laws of other jurisdictions.
For Users residing in the EEA, Switzerland, or UK: These API Terms are governed by and interpreted in accordance with the laws of Delaware, except where prohibited by mandatory law of your country of residence in the European Economic Area (EEA), Switzerland, or the United Kingdom (UK). Nothing in these API Terms limits your rights under mandatory local laws, including data protection laws.
Dispute Resolution
Informal Dispute Resolution: You and Beeble agree to work in good faith to resolve the Dispute informally before initiating any arbitration or other formal proceedings. You agree to do so by providing us a written notice to support@beeble.ai, and the parties shall meet within 30 days of such notice to attempt to resolve the Dispute. Agreement to Arbitrate: If the parties are unable to resolve the Dispute, you and Beeble agree to resolve any Dispute by a neutral arbitrator through final and binding arbitration instead of in a court by a judge or a jury. The arbitration shall be commenced and administered by:For Users residing in the non-EEA: the Judicial Arbitration and Mediation Services, Inc. (“JAMS”) under its operative Comprehensive Dispute Resolution Rules and Procedures.
For Users residing in the EEA, Switzerland or UK: the United Nations Commission on International Trade Law (UNCITRAL) Arbitration Rules as at present in force.
Procedure: The arbitration will be conducted by a single neutral arbitrator in English, either by video conference, in person, or based on written submissions, in San Francisco, California, or at another location as mutually agreed.
No Class Action: To the extent permitted by law, you agree to resolve disputes on an individual basis and waive any right to participate in class actions.
Equitable Relief: This Dispute Resolution section does not limit either party from seeking equitable relief.