General Terms

These General Terms are an agreement between you and [LEGAL ENTITY NAME] (“Beam”, “we”, “us”). They govern your access to and use of the Beam services. One set of terms covers every Beam product, so you do not agree to a new contract each time you start using another part of Beam.

1. Definitions

“Services” means the Beam websites, console, APIs, command-line interface, software development kits, and the products made available through them, including the Transfer Service, Rooms, Tunnels, Transfer Studio, and the Action Registry.

“Customer Data” means the data you instruct the Services to read, move, transmit, store, or process, together with the metadata describing it.

“Organization” means the account entity that holds credits, issues API keys, and to which members are added with assigned roles.

“Credits” means the prepaid units of account held by an Organization and consumed when the Services perform billable work.

“Network Participant” means an independent operator of orchestrator or worker infrastructure that carries traffic for the Beam network. Network Participants are not party to these General Terms — see section 15.

“Product Terms” means the additional terms that apply to a specific product, published under Beam Legal.

2. Structure of the Agreement

The agreement between you and Beam consists of these General Terms, any Product Terms for the products you use, and the policies referenced in them, including the Trade Compliance policy.

Where Product Terms conflict with these General Terms, the Product Terms prevail, but only for the product they govern and only to the extent of the conflict.

We may update these General Terms. Where a change materially reduces your rights or increases your obligations, we will give notice before it takes effect, and your continued use of the Services after that date is your acceptance of the updated terms. Each version carries a version number and an effective date.

3. Accounts and Organizations

3.1 Eligibility

You must be able to form a binding contract to use the Services. If you accept these terms on behalf of an organization, you represent that you are authorised to bind it, and “you” refers to that organization.

3.2 Organization roles

Members of an Organization hold roles that determine what they may do. Owners and administrators may manage members, settings, and billing; developers may create and manage API keys; billing members may purchase credits; viewers have read-only access. The Organization is responsible for the actions of its members.

3.3 Verification

Some Organization capabilities require verification before they may be used. Where verification is required, an Organization must supply the requested business identification, and the Organization’s API keys will not be able to consume credits until that verification is approved. You are responsible for the accuracy of the information you provide, and for keeping it current.

3.4 Security

You are responsible for safeguarding credentials issued to you, including API keys and access tokens, and for all activity conducted with them. API keys are shown once at creation and cannot be retrieved afterwards. Tell us promptly if you believe a credential has been compromised, and disable or revoke it.

4. Access to the Services

Subject to these terms, Beam grants you a non-exclusive, non-transferable, revocable right to access and use the Services during the term, for your own business purposes.

Access is exercised through API keys scoped to an Organization. A key carries a permission set and may carry a spending cap. Beam evaluates both the permission required by the requested operation and the Organization’s available credit before performing billable work, and refuses requests that fail either check.

You may not, and may not permit anyone else to:

• resell, sublicense, or make the Services available to third parties except as expressly permitted;
• reverse engineer, decompile, or attempt to derive the source code or underlying structure of the Services, except where that restriction is prohibited by law;
• circumvent or interfere with quota, credit, permission, rate-limiting, verification, or compliance controls;
• probe, scan, or test the vulnerability of the Services or the Beam network without our prior written authorisation; or
• use the Services to build a substantially similar or competing service.

5. Fees, Credits, and Payment

5.1 Credits

An Organization holds a single pool of Credits and may issue many API keys against it. A key has a spending cap, not a balance of its own, and the sum of all caps may deliberately exceed the pool.

5.2 How work is charged

Credit is held when an action is accepted and leaves the pool only when that action completes. Work that does not run is not charged. Prices come from Beam’s published price book, resolved most-specific-scope first, and never from the caller.

5.3 Insufficient credit

Where an Organization has insufficient credit, or a key has reached its cap or budget, the request is refused and the refusal states which limit was reached. Beam is not obliged to perform work for which credit is not available.

5.4 Automatic top-up

If you enable automatic top-up, you authorise Beam to charge your payment method when your balance falls below the threshold you configure, in the amount you configure, until you disable it.

5.5 Taxes and refunds

Fees exclude taxes, which you are responsible for except for taxes on Beam’s income. Credits are prepaid, non-refundable except where required by law or expressly stated, and have no cash value outside the Services.

6. Customer Data

6.1 Ownership

As between you and Beam, you retain all right, title, and interest in Customer Data. Beam claims no ownership of it.

6.2 Your instructions

Beam processes Customer Data to provide the Services in accordance with your instructions, including the sources, destinations, and routes you configure. You are solely responsible for:

• having the right to transfer, disclose, and process the Customer Data you direct through the Services;
• the lawfulness of the transfer, including any cross-border transfer you initiate;
• the credentials you supply for third-party sources and destinations, and the scope of the access they grant; and
• any notices to, and consents from, individuals whose personal data you route through the Services.

Beam is not responsible for any loss, failure, or vulnerability caused by your configuration, your credentials, or your failure to meet the obligations in this section.

6.3 What Beam retains

Beam’s control plane records the metadata required to schedule, route, verify, bill, and audit your use of the Services — such as transfer definitions, task and attempt records, delivery evidence, and usage. Task and attempt records are retained for 7 days after a transfer ends. Audit records are retained for a defined period, currently 365 days. Product Terms state what a given product retains beyond this.

6.4 Aggregate data

Beam may compile aggregated and de-identified statistics about use of the Services, and may use them to operate, secure, and improve the Services. Such statistics do not identify you or reveal Customer Data.

7. Confidentiality

Each party may receive non-public information of the other that is marked confidential or that a reasonable person would understand to be confidential. The receiving party will use it only to perform under this agreement, will protect it with at least reasonable care, and will not disclose it except to those who need it and are bound by comparable obligations.

These obligations do not apply to information that is or becomes public through no fault of the receiving party, was already known to it without a duty of confidence, or is independently developed without use of the disclosing party’s information. A party may disclose where legally compelled, having given notice where lawful.

8. Acceptable Use

You may not use the Services to:

• violate any applicable law, or infringe the intellectual property or privacy rights of others;
• transmit malware, or content that is unlawful in the jurisdictions through which you route it;
• gain unauthorised access to any system, network, or data, or to disguise the origin of traffic for that purpose;
• impair the integrity or performance of the Services or the Beam network, or the ability of others to use them; or
• misrepresent your identity or affiliation in order to obtain access you would not otherwise have.

We may suspend access where we reasonably believe it is necessary to protect the Services, the network, or another party, and will limit the suspension in scope and duration to what the circumstances require.

9. Trade Compliance and Restrictions

Your use of the Services is subject to Beam’s Trade Compliance policy, which forms part of this agreement. You warrant that you are not prohibited from receiving the Services under the laws of any jurisdiction applicable to you, and you agree to comply with applicable import, export, sanctions, and trade-control laws.

Where required for compliance with applicable law, Beam may limit, suspend, or terminate access for an account or Organization, and records the reason for doing so.

10. Availability and Changes to the Services

Beam may modify, add to, or discontinue features of the Services. Where a change would materially reduce the functionality you rely on, we will give reasonable notice.

Unless a separate service level agreement applies to you, the Services are provided without a committed availability target. Beam depends on an open network of independent operators, and does not warrant that any particular participant will be available to carry your traffic.

11. Term and Termination

This agreement runs from your first use of the Services until terminated. You may stop using the Services and close your account at any time.

Either party may terminate for material breach that remains uncured thirty days after written notice. Beam may suspend or terminate immediately where required by law, where required for compliance under section 9, or where continued access presents a material risk to the Services or another party.

On termination your right to access the Services ends. Unused Credits are forfeited except where refund is required by law. Sections 1, 6.1, 7, 12, 13, 14, 16, and 17 survive termination.

12. Warranties and Disclaimers

Each party warrants that it has the authority to enter into this agreement. You additionally warrant that you have the rights described in section 6.2.

Except as expressly stated, the Services are provided “as is” and Beam disclaims all other warranties, whether express, implied, or statutory, including implied warranties of merchantability, fitness for a particular purpose, and non-infringement. Beam does not warrant that the Services will be uninterrupted or error-free.

13. Limitation of Liability

Neither party is liable for indirect, incidental, special, consequential, or punitive damages, or for lost profits, revenue, goodwill, or data, even if advised of the possibility.

Each party’s total aggregate liability arising out of or relating to this agreement is limited to the fees paid or payable by you to Beam in the twelve months preceding the event giving rise to the claim.

These limits do not apply to your payment obligations, to either party’s indemnity obligations under section 14, to breach of section 7, or to liability that cannot be limited by law.

14. Indemnities

Beam will defend you against third-party claims alleging that the Services, as provided by Beam and used in accordance with this agreement, infringe that third party’s intellectual property rights, and will pay amounts finally awarded or agreed in settlement.

You will defend Beam against third-party claims arising from Customer Data, from your use of the Services in breach of this agreement, or from your breach of section 6.2 or section 9, and will pay amounts finally awarded or agreed in settlement.

The indemnified party must give prompt notice, allow the indemnifying party to control the defence, and provide reasonable cooperation. No settlement that imposes an obligation on the indemnified party may be made without its consent.

15. The Beam Network

Beam operates as an open network. Orchestrator and worker infrastructure is run by independent Network Participants who are not Beam’s employees, agents, or subcontractors, who compete with one another, and whose participation is governed by the protocol and its incentive mechanism rather than by this agreement.

These General Terms do not create any contract between Beam and a Network Participant, and do not make Beam responsible for a Network Participant’s conduct beyond the obligations Beam expressly assumes here. Beam intends to publish a separate Network Participant Agreement governing participation in the network.

16. Governing Law and Disputes

This agreement is governed by the laws of the State of Delaware, United States, without regard to its conflict-of-laws rules. The United Nations Convention on Contracts for the International Sale of Goods does not apply.

The parties submit to the exclusive jurisdiction of the state and federal courts located in [VENUE — COUNTY, DELAWARE], and each waives any objection to that venue. [DISPUTE RESOLUTION — CONFIRM WHETHER ARBITRATION AND CLASS-ACTION WAIVER APPLY]

17. General

Neither party may assign this agreement without the other’s consent, except to a successor in connection with a merger or sale of substantially all assets. Neither party is liable for delay or failure caused by events beyond its reasonable control.

If a provision is held unenforceable, it is modified to the minimum extent necessary and the remainder stays in force. A failure to enforce is not a waiver. The parties are independent contractors. This agreement, together with the Product Terms and referenced policies, is the entire agreement between the parties on its subject matter.

Notices to Beam should be sent to hello@b1m.ai and to [REGISTERED ADDRESS].