Terms of Service

EFFECTIVE DATE: MAY 8, 2017

THESE TERMS OF SERVICE GOVERN YOUR USE OF BECKON® SERVICES. IF YOU HAVE EXECUTED A WRITTEN CUSTOMER-SPECIFIC SERVICE AGREEMENT WITH BECKON WHICH EXPRESSLY SUPERSEDES THESE TERMS, THEN YOUR CUSTOMER-SPECIFIC SERVICE AGREEMENT GOVERNS THE PROVISION AND USE OF BECKON SERVICES UNDER SUCH AGREEMENT.

THESE BECKON TERMS OF SERVICE AND ANY ORDERS ENTERED INTO BY YOU AND BECKON ARE COLLECTIVELY REFERRED TO AS THE “AGREEMENT.” UNLESS OTHERWISE DEFINED HEREIN, CAPITALIZED TERMS SHALL HAVE THE MEANINGS SET FORTH IN SECTION 1 BELOW.

BY CLICKING THE “ACCEPT” BOX DISPLAYED ONLINE, EXECUTING AN ORDER THAT REFERS TO THIS AGREEMENT OR ACCESSING THE BECKON SERVICES, YOU AGREE TO THE FOLLOWING TERMS AND CONDITIONS GOVERNING YOUR USE OF BECKON SERVICES.

IF YOU ARE ENTERING INTO THIS AGREEMENT ON BEHALF OF A COMPANY OR OTHER LEGAL ENTITY, YOU REPRESENT THAT YOU HAVE THE AUTHORITY TO BIND SUCH COMPANY OR OTHER LEGAL ENTITY TO THIS AGREEMENT, IN WHICH CASE THE TERM “YOU” SHALL REFER TO SUCH ENTITY. IF YOU DO NOT HAVE SUCH AUTHORITY, OR IF YOU DO NOT AGREE WITH THIS AGREEMENT, YOU MUST SELECT THE “DECLINE” OR “CANCEL” BOX AND NOT SIGN THE ORDER, AND YOU MAY NOT USE THE BECKON SERVICES. Beckon competitors or individuals acting on behalf of a Beckon competitor may not access the Beckon Services. Beckon Services may not be accessed for any benchmarking, comparative or competitive purposes unless pre-authorized in writing by Beckon.

TABLE OF CONTENTS

1.  DEFINITIONS

Beckon” means Beckon, Inc., a California-based Delaware corporation.

Beckon Website” means the website located at www.beckon.com, and sub-domains (including https://app.beckon.com/) as updated from time to time.

Beckon Services” means collectively the Beckon Website and the Subscribed Services.

Company Content” means any electronic data or information submitted by You or on Your behalf or by Your Users to the Beckon Services or to Beckon.

Order“ means the online or written order, statement of work (SOW) or other ordering document for the Beckon Services hereunder that is entered into between You and Beckon, including amendments and addenda thereto. Orders shall be deemed incorporated herein by reference.

Posted Content” means content that You or Your Users publicly post in the public posting areas, such as blogs, within the Beckon Website.

Subscribed Services” means the web-based services ordered by You pursuant to an Order or otherwise, and made available by Beckon online via the customer login link at the Beckon Website, through Beckon application programming interfaces and/or other methods designated by Beckon, and all related object code and source code, applications, programs, documentation, training materials, databases, know-how, trade names, logos, look and feel, configurations, features, functionality, system management tools, screen content, information report formats, translations, derivatives, algorithms, techniques, inventions, processes, methods, approaches, analyses, improvements and other intellectual property, and any and all updates and modifications to the Subscribed Services and derivative works thereof, howsoever made, and including all copyrights, trademarks and other rights therein, and the related customer support provided by Beckon.

Subscription Term” means: (i) if there is an Order, the duration of Your permitted access to and use of the Subscribed Services from the Order start date through the period of time set forth in an Order and (ii) if there is no Order, the period of time commencing on the date that You agree to be bound by this Agreement and continuing as set forth herein.

User” means an individual who is authorized by You to use the Subscribed Services, and for whom a User Account has been issued by You (or by Beckon at Your request). Users may include but are not limited to Your employees, consultants, contractors and agents, and third parties with which You transact business, who use the Beckon Services exclusively for Your benefit. 
“User Account” means a unique account accessible by a user name and password and assigned to a single User.

You” or “Your” means the company or other legal entity for which you are accepting this Agreement.

2.  BECKON SERVICES

2.1   Provision of Beckon Services. Solely for Your internal business purposes pursuant to this Agreement, Beckon shall make available to You the: (i) Beckon Website and (ii) the Subscribed Services pursuant to an associated Order, if any, and during the applicable Subscription Term. You may export and take screen shots of reports as part of Your internal use of the Beckon Services.

2.2   User Subscriptions. Beckon shall provide access to the applicable Subscribed Services to a number of Users up to the limit or number set forth in Your Order and for which You have agreed to pay the applicable fees. You shall designate at least one (1) User to act as an administrator responsible for requesting set-up and removal of Users and setting up User Accounts and for other administrative tasks related to Your use of Subscribed Services.

2.3   Service Level Commitment. For paid Subscription Terms only, Beckon shall use commercially reasonable efforts to make the web-based Subscribed Services available as set forth in the Beckon Service Level Commitment available at www.beckon.com/slc.

2.4   Your Responsibilities. You shall: (i) be responsible for compliance with this Agreement by Your Users; (ii) use commercially reasonable efforts to prevent unauthorized access to or use of the Beckon Services, User passwords or User Accounts, and notify Beckon promptly of any known or suspected unauthorized access or use; and, (iii) use the Beckon Services only in accordance with applicable laws and government regulations. You shall not use the Beckon Services to: (a) store or transmit infringing, libelous, obscene, threatening, or otherwise unlawful or tortious material, including without limitation material harmful to children or violating third party intellectual property or privacy rights; (b) collect, receive, transmit or use data or content in violation of third-party rights; (c) store or transmit viruses, worms, time bombs, Trojan horses or other harmful or malicious code, files, scripts, agents or programs; or (d) interfere with or disrupt the integrity or performance of the Beckon Services or use the Beckon Services in an excessive or abusive manner as determined by Beckon or store more Company Content than You are authorized. You acknowledge and agree that Beckon may suspend or terminate the Beckon Services, at its sole option, with or without notice to You if You breach any provision of this Section 2.4.

3.  COMPANY CONTENT

3.1   Responsibility for Company Content.. You shall be responsible for the accuracy, quality, legality and means of acquiring Company Content and You represent that You have, or shall obtain, all rights necessary to provide Company Content to Beckon as required for Beckon to provide the Beckon Services to You.

3.2   Protection of Company Content. Beckon utilizes various procedural, physical, and technical safeguards for the protection of Company Content processed through the Subscribed Services. Beckon shall not (i) modify Company Content, except that, as part of Beckon’s customer support, Beckon may reformat the Company Content to enable the Company Content to be uploaded to the Beckon Services, (ii) disclose Company Content except as compelled by law in accordance with Section 6 (Confidentiality) or as expressly permitted in writing by You, or (iii) access Company Content except to operate and provide the Beckon Services including, without limitation, to prevent or address service or technical problems, or at Your request in connection with customer support matters.

3.3   Removal of Company Content. Upon termination or expiration of a Subscription Term or this Agreement, Beckon may delete Company Content at its sole discretion (except that Beckon may retain and is not required to delete any Company Content on Beckon’s backup servers). Upon request by You within thirty (30) days of the expiration or termination of this Agreement, Beckon will provide You with access to use the Beckon Services to download an electronic copy of all Company Content under Beckon’s control.

3.4   No Personal Information. You shall not submit or upload or permit to be submitted or uploaded to the Subscribed Services, whether as part of the Company Content or otherwise, any sensitive or legally protected personal data or information, including but not limited to, financial, medical or government-issued identification information (examples of which include social security numbers, credit card and other financial account numbers and related access codes, and protected health information).

4.  FEES AND PAYMENT

4.1   Fees. You shall pay all applicable fees, as specified in all Orders or as otherwise agreed upon with Beckon if there is no Order. Except as otherwise specified or in an Order: (i) fees are based on the Subscribed Services purchased and not actual usage; (ii) fees paid are non-refundable and payment obligations are non-cancelable (except in the event of termination due to Beckon’s material uncured breach); and (iii) the number of User Account subscriptions or other Beckon Services purchased and the applicable fees cannot be reduced during the relevant Subscription Term. Subscription fees are based on annual periods. Fees for subscriptions added in the middle of a Subscription Term will be pro-rated for the number of days remaining in the Subscription Term.

4.2   Invoicing and Payment. Fees will be invoiced in accordance with the relevant Order or as otherwise specified by Beckon if there is no Order. Fees are due net thirty (30) days from the invoice date unless otherwise stated in the Order or otherwise specified by Beckon. All fees are payable in US dollars by check or wire transfer as provided in the applicable Order and/or invoice. Fees are payable in advance, either annually or in accordance with any different billing frequency stated in the applicable Order. You are responsible for providing complete and accurate billing and contact information to Beckon, and notifying Beckon of any changes thereto.

4.3   Past Due Balances. If any amounts invoiced hereunder are not received by Beckon by the due date, then at Beckon’s discretion: (a) such charges may accrue late interest at the lower of the rate of 1.5% of the outstanding balance per month, or the maximum rate permitted by law, from the date such payment was due until the date paid; and/or (b) suspend the delivery of Beckon Services until such amounts are paid in full. Beckon shall have a further right to reasonable attorney fees and other costs incurred by Beckon to collect any fees or charges due to Beckon under this Agreement following Your breach.

4.4   Taxes. Unless otherwise stated, Beckon fees do not include any taxes, levies, duties or similar governmental assessments of any nature, including but not limited to value-added, sales and use, or withholding taxes, assessable by any local, state, provincial, federal or foreign jurisdiction (collectively, “Taxes”). You are responsible for paying all Taxes associated with Your purchases hereunder (other than taxes on Beckon’s income).

5.  PROPRIETARY RIGHTS

5.1   Reservation of Rights in Beckon Services. Subject to the limited rights expressly granted herein, Beckon reserves all rights, title and interest in and to the Beckon Services, including all related intellectual property rights. You agree not to challenge the validity or Beckon ownership of or other rights to the intellectual property rights in Beckon Services. Without limiting any of Beckon’s legal, equitable or contractual rights or remedies, Beckon shall have the right to seek immediate injunctive relief in any court of competent jurisdiction to enforce Beckon intellectual property rights in Beckon Services without being required to post bond.

5.2   Reservation of Rights in Company Content. Subject to the limited rights granted by You to Beckon hereunder, You or Your licensors retain ownership of the Company Content and Posted Content that You provide through the Beckon Services.

5.3   Restrictions. You shall not: (i) permit any third party, other than Users, to access the Beckon Services except as permitted herein or in an Order; (ii) sell, license, resell, rent, lease, distribute the Beckon Services, or derivatives thereof; (iii) create derivative works based on the software, program code or user interfaces comprising Beckon Services; (iv) copy, frame or mirror Beckon Services, other than for Your own internal business purposes; (v) reverse engineer or decompile Beckon Services; (vi) attempt to gain unauthorized access to Beckon Services or its related systems or networks, or systematically access Beckon Services using “bots”, “spiders”, or “screen scraping”; or (vii) access Beckon Services in order to: (a) build a commercial product or service that is or may be, as determined by Beckon, competitive to the Beckon Services; (b) build a product using similar ideas, features, functions or graphics as Beckon Services; or (c) copy any ideas, features, functions or graphics of Beckon Services (except for copying incidental to the exporting of reports as part of Beckon Services for Your authorized internal use hereunder). The restrictions set forth in this section shall survive any termination of this Agreement.

5.4   Feedback. Beckon shall have and You hereby grant to Beckon a royalty-free, worldwide, irrevocable, perpetual license to use and incorporate into Beckon Services any suggestions, enhancement requests, recommendations or other feedback provided by You, including Users, relating to the operation and functionality of the Beckon Services.

6.  CONFIDENTIALITY

6.1   Definition of Confidential Information. As used herein, “Confidential Information” means all information disclosed by a party (“Disclosing Party”) to the other party (“Receiving Party”), whether orally or in writing, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure. Confidential Information of Yours shall include Company Content; Beckon Confidential Information shall include the Beckon Services and all Beckon pricing terms; and Confidential Information of each party shall include the terms and conditions of this Agreement and all Orders, as well as business and marketing plans, technology and technical information, product plans and designs, pricing, customer lists and business processes disclosed by such party. However, Confidential Information shall not include any information to the extent it: (i) is or becomes generally known to the public without breach of any obligation owed to the Disclosing Party; (ii) was known to the Receiving Party prior to its disclosure by the Disclosing Party without breach of any obligation owed to the Disclosing Party; (iii) is received from a third party without breach of any obligation owed to the Disclosing Party; or (iv) was developed independently by the Receiving Party without reference to the Confidential Information of the Disclosing Party.

6.2   Protection and Use of Confidential Information. Except as otherwise permitted in writing by the Disclosing Party: (i) the Receiving Party shall use the same degree of care that it uses to protect the confidentiality of its own confidential information of like kind (but in no event less than reasonable care); (ii) the Receiving Party shall not disclose or use any Confidential Information of the Disclosing Party for any purpose outside the scope of this Agreement; and (iii) the Receiving Party shall limit access to Confidential Information of the Disclosing Party to those of its employees, contractors and agents who need such access for purposes consistent with this Agreement and who have signed confidentiality agreements with the Receiving Party containing protections no less restrictive than those herein. Except as required by law, neither party shall disclose the terms of this Agreement, any Order or other agreement or arrangement between You and Beckon to any third party other than its legal counsel and accountants without the other party’s prior written consent. Notwithstanding any provision of this Agreement, You hereby grant to Beckon a perpetual, irrevocable, worldwide, royalty-free right and license to compile and use aggregate, anonymized data that is, in part, derived from Your use of the Beckon Services and Company Content You submit or cause to be submitted to Beckon, to monitor and improve the Beckon Services and to create, offer and make available aggregated usage, market or other information, for research, development, marketing and other purposes.

6.3   Obligated Disclosure. The Receiving Party may disclose Confidential Information of the Disclosing Party if it is obligated by law to do so, provided the Receiving Party gives the Disclosing Party prior notice of such obligated disclosure (to the extent legally permitted) and reasonable assistance, at the Disclosing Party’s cost, if the Disclosing Party wishes to contest the disclosure.

7.  WARRANTY AND DISCLAIMERS

7.1   Beckon Warranties. Beckon warrants that: (i) Beckon has validly entered into this Agreement and has the legal authority to do so, (ii) the web-based Subscribed Services shall perform materially in accordance with the written documentation provided with the web-based Subscribed Services, and (iii) the functionality of the web-based Subscribed Services will not be materially decreased during a Subscription Term. For any breach of warranty, Your exclusive remedy shall be for Beckon to reperform the web-based Subscribed Services, repair the web-based Subscribed Services or, at Beckon’s option, to terminate the web-based Subscribed Services and refund to You any prepaid fees covering the remainder of the applicable Subscription Term after the effective date of termination.

7.2   Your Warranties. You warrant that You have validly entered into this Agreement and have the legal authority to do so. You warrant that You have sufficient rights and interests in the Company Content to perform your obligations hereunder and authorize the use of the Company Content as contemplated under this Agreement and each Order.

7.3   Warranty Disclaimer. EXCEPT AS EXPRESSLY PROVIDED IN THIS SECTION, THE BECKON SERVICES ARE PROVIDED “AS-IS,” “AS AVAILABLE,” WITHOUT ANY WARRANTY OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE. BECKON DOES NOT WARRANT THAT THE BECKON SERVICES WILL BE UNINTERRUPTED OR ERROR FREE. BECKON DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING, WITHOUT LIMITATION, ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NONINFRINGEMENT, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW.

8.  INDEMNIFICATION

8.1   Indemnification by Beckon. Beckon shall defend You against any claim, demand, suit or proceeding made or brought against You by a third party alleging that use of the Subscribed Services as permitted hereunder infringes or misappropriates the intellectual property rights of a third party or based the use of Company Content by Beckon in violation of this Agreement or applicable law (a “Claim Against You”), and shall indemnify You for any damages, attorney fees and costs finally awarded against You as a result of, or for amounts paid by You under a court-approved settlement of, a Claim Against You; provided that You: (a) promptly give Beckon written notice of the Claim Against You; (b) give Beckon sole control of the defense and settlement of the Claim Against You (provided that any settlement that imposes any monetary or injunctive obligation on You shall require Your prior written consent, not to be unreasonably withheld); and (c) provide to Beckon all reasonable assistance, at Beckon’s expense. In the event of a Claim Against You, or if Beckon reasonably believes the Beckon Services may infringe or misappropriate, Beckon may at Beckon’s sole discretion and at no cost to You: (i) modify the Beckon Services so that they no longer infringe or misappropriate without breaching Beckon’s warranties under “Beckon Warranties” above; (ii) obtain a license for Your continued use of the Beckon Services in accordance with this Agreement; or (iii) terminate Your right to use such Beckon Services upon 30 days’ written notice and refund to You any prepaid fees covering the remainder of the applicable Subscription Term after the effective date of termination. Notwithstanding anything in this indemnity section to the contrary, Beckon’s liability hereunder shall not apply to the extent any Claim Against You arises from: Your breach of this Agreement, Your provision of Company Content, or the use of Beckon Services, Company Content or Posted Content by You or Your Users in violation of this Agreement. This section states Beckon’s sole liability to You and any of Your affiliates, Users, partners, employees or agents for any type of claim described in this section.

8.2   Indemnification by You. You shall defend Beckon against any claim, demand, suit or proceeding made or brought against Beckon by a third party alleging that Your provision or use of Company Content or Posted Content infringes or misappropriates the intellectual property rights of a third party or based the use of the Beckon Services by You or Your Users in violation of this Agreement or applicable law (a “Claim Against Beckon”), and shall indemnify Beckon for any damages, attorney fees and costs finally awarded against Beckon as a result of, or for any amounts paid by Beckon under a court-approved settlement of, a Claim Against Beckon; provided that Beckon: (a) promptly gives You written notice of the Claim Against Beckon; (b) gives You sole control of the defense and settlement of the Claim Against Beckon (provided that any settlement that imposes any monetary or injunctive obligation on Beckon shall require Beckon’s prior written consent, not to be unreasonably withheld); and (c) provides to You all reasonable assistance, at Your expense.

9.  LIMITATION OF LIABILITY

EXCEPT FOR CLAIMS BASED ON WILLFUL MISCONDUCT, GROSS NEGLIGENCE OR FRAUD, IN NO EVENT SHALL EITHER PARTY HAVE ANY LIABILITY TO THE OTHER PARTY FOR ANY LOST PROFITS OR REVENUES OR FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES HOWEVER CAUSED, WHETHER IN CONTRACT, TORT OR UNDER ANY OTHER THEORY OF LIABILITY, AND WHETHER OR NOT THE PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. EXCEPT FOR CLAIMS BASED ON WILLFUL MISCONDUCT, GROSS NEGLIGENCE OR FRAUD AND BECKON’S EXPRESS INDEMNIFICATION OBLIGATIONS ABOVE, THE AGGREGATE LIABILITY OF BECKON TO YOU FOR ANY AND ALL CLAIMS AND DAMAGES ARISING OUT OF OR RELATED TO THIS AGREEMENT SHALL NOT EXCEED THE GREATER OF THE AMOUNT PAID BY YOU TO BECKON UNDER THIS AGREEMENT IN THE 12 MONTHS PRECEDING THE INCIDENT THAT FIRST GAVE RISE TO THE LIABILITY OR $2,500.

10.  TERM AND TERMINATION

10.1   Term of Agreement. This Agreement commences on the date that You first accept it and continues (i) with respect to the Beckon Website until otherwise terminated in accordance with its terms and (ii) with respect to Subscribed Services until expiration of the applicable Subscription Term, unless terminated earlier in accordance with the terms of this Agreement.

10.2   Renewals of Subscribed Services. Except as otherwise specified in the applicable Order or as otherwise specified by Beckon, all Subscription Terms for Subscribed Services shall automatically renew for additional periods equal to the expiring Subscription Term or one year (whichever is longer), unless either party gives the other party prior written notice of non-renewal at least ninety (90) days before the end of the expiring term. Except as otherwise specified in the applicable Order, Beckon may, effective as of the renewal date of any Subscription Term, increase the rates and pricing under any Order upon at least 90 days’ prior written notice to You (including notice by email or notice posted within the Subscribed Services to Your administrative User(s)).

10.3   Termination. You or Beckon may terminate this Agreement on written notice to the other at any time if there is no Order in place. A party may terminate this Agreement for cause (i) upon thirty (30) days written notice to the other party of a material breach if such breach remains uncured at the expiration of such period, or (ii) if the other party becomes the subject of a petition in bankruptcy or any other proceeding relating to insolvency, receivership, liquidation or assignment for the benefit of creditors that is not dismissed within sixty (60) days.

10.4   Surviving Provisions. Sections 2.4 (“Your Responsibilities”), 5 (“Proprietary Rights”), 6 (“Confidentiality”), 8 (“Indemnification”), 9 (“Limitation of Liability”), 10.4 (“Surviving Provisions”), 11 (“Notices, Governing Law and Jurisdiction”) and 12 (“General Provisions”) shall survive any termination or expiration of this Agreement.

11.  NOTICES, GOVERNING LAW AND JURISDICTION

11.1   Manner of Giving Notice. Notices regarding this Agreement shall be in writing and addressed to You at the address You provide on the Order or that You otherwise provide to Beckon, or, in the case of Beckon, when addressed to Beckon Inc., Attn. Legal, 107 South B Street, Suite 300, San Mateo, CA 94401 USA. Facsimile: 888-415-0815. Except as otherwise specified in this Agreement, all notices hereunder shall be in writing and given by: (i) personal delivery, (ii) certified or registered mail with delivery tracking and confirmation or return receipt, or (iii) nationally recognized courier. Billing-related notices to You shall be addressed to the relevant billing contact designated by You. All other notices to You shall be addressed to the relevant Beckon Services administrative user designated by You.

11.2   Agreement to Governing Law and Jurisdiction. This Agreement shall be governed in all respects by California law, excluding any conflict of laws principles that would require the application of the laws of another jurisdiction. The parties hereby submit to the personal jurisdiction of the state and federal courts in San Mateo County, California, U.S.A.

11.3   Waiver of Jury Trial. Each party hereby waives any right to jury trial in connection with any action or litigation in any way arising out of or related to this Agreement.

12.  GENERAL PROVISIONS

12.1   Customer Lists. Beckon may use Your name and logo to identify You as a Beckon customer on the Beckon Website or in Beckon’s general customer lists. Beckon shall make no other use of Your name or logo for marketing purposes without Your prior written consent.

12.2   Export Compliance. Each party shall comply with the export laws and regulations of the United States and other applicable jurisdictions in providing and using the Beckon Services. Without limiting the foregoing, (i) each of Beckon and You represents that it is not named on any U.S. government list of person or entities prohibited from receiving exports, and (ii) You shall not permit Subscription Users to access and/or use the Beckon Product in violation of any U.S. export embargo, prohibition, or restriction.

12.3   Relationship of the Parties. The parties are independent contractors. This Agreement does not create a partnership, franchise, joint venture, agency, fiduciary or employment relationship between the parties.

12.4   No Third-Party Beneficiaries. There are no third-party beneficiaries to this Agreement.

12.5   Waiver and Cumulative Remedies. No failure or delay by either party in exercising any right under this Agreement shall constitute a waiver of that right. Other than as expressly stated herein, the remedies provided herein are in addition to, and not exclusive of, any other remedies of a party at law or in equity.

12.6   Severability. If any provision of this Agreement is held by a court of competent jurisdiction to be contrary to law, the provision shall be modified by the court and interpreted so as best to accomplish the objectives of the original provision to the fullest extent permitted by law, and the remaining provisions of this Agreement shall remain in effect.

12.7   Assignment. Neither party may assign any of its rights or obligations hereunder, whether by operation of law or otherwise, without the prior written consent of the other party (not to be unreasonably withheld). Notwithstanding the foregoing, Beckon may assign this Agreement in its entirety (including all Orders), without consent of the other party, in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets not involving a direct competitor of the other party. Subject to the foregoing, this Agreement shall bind and inure to the benefit of the parties, their respective successors and permitted assigns.

12.8   Changes. This Agreement may be changed, modified, supplemented or updated by Beckon from time to time. If Beckon makes a material change to this Agreement that will affect an existing Subscribed Services subscription, Beckon will notify You at least thirty (30) days in advance. Notices will be sufficient if provided to Your designated administrator of Your Beckon account either: (a) as a note on the screen presented immediately after completion of the log in authentication credentials at the log in screen, (b) by email to the registered email address provided for the administrator(s) for Your account, or (c) as a banner on all pages of the Beckon application. If the change has a material adverse impact on You and You do not agree to the change, You must so notify Beckon at billing@beckon.com within thirty (30) days after receiving notice of the change. If you notify Beckon as required, then you will remain governed by this Agreement in effect immediately prior to the change until the end of your current Subscription Term for the affected Subscribed Services. If the affected purchased Subscribed Services are renewed, it will be renewed under Beckon’s then current Agreement. For free, trial or beta Subscribed Services, You will be bound by any changed, modified, supplemented or updated Agreement if you choose to continue to use such free, trial or beta Subscribed Services after such changes to the Agreement are posted and Beckon provides you with notice that the terms have changed.

12.9   Entire Agreement. This Agreement, including all Orders, amendments and addenda thereto, constitutes the entire agreement between the parties and supersedes all prior and contemporaneous agreements, proposals or representations, written or oral, concerning its subject matter. In the event of any conflict or inconsistency between the provisions in the body of this Agreement or any Order, the terms of such Order, appendices, addenda, amendment or exhibit shall prevail. Except as provided above, this Agreement may be amended only by mutual written agreement of the parties. Notwithstanding any language to the contrary therein, no terms or conditions stated in Your purchase order or in any of Your other order documentation (excluding Orders) shall be incorporated into or form any part of this Agreement, and all such terms or conditions shall be null and void and are hereby rejected.