Beep Labs Terms and Conditions

1. Introduction

These terms and conditions (“Terms”) are entered into by and between you (“you”, “your” or “User”) and beep labs AG, Alpenstrasse 9, 6300 Zug, Switzerland (“Beep Labs”, “us”, “we”). These Terms, including the Privacy Notice, apply to your access and use of the Beep Project website including https://waitlist.beep.org/, https://beep.org/ and https://wallet.beep.org (“Beep Website”), as well as the non-custodial wallet solution offered by Beep Labs (“Beep Wallet”) whose user interface is accessible via the Beep Website, including any data, information, and service available therein.

Beep Labs reserves the right to modify these Terms at any time at its sole discretion. In this case, Beep Labs will provide notice by changing the “last updated” date above. By continuing to access or use the Beep Website and/or the Beep Wallet, you confirm that you accept these updated Terms and all documents incorporated therein by reference. If you do not agree with these Terms, please immediately cease all access or use of the Beep Website and/or the Beep Wallet.

2. Eligibility and Prohibited Jurisdictions

Beep Labs reserves the right to technically restrict access to the Beep Website and/or the Beep Wallet based on your geographical location.

3. Scope of the Terms

The scope of the present Terms is limited to the use of the Beep Website and/or the Beep Wallet.

Any offering, issuance, sale, subscription, purchase or other transfer of Beep Tokens is governed exclusively by the applicable Beep Token agreements and disclosures (“Token Documentation”). If there are any inconsistencies between the Website and the Token Documentation, the Token Documentation prevails.

The Beep Tokens and related materials may not be available in all jurisdictions, nor to all segments of potential acquirers. You are responsible for complying with laws and regulations that apply to you.

4. User Account

Users of the Beep Website can create a user account (“User Account”) which grants access to the Beep Wallet user interface and the robot catalogue (i.e. an overview of the robots currently being owned by or otherwise working for Beep Labs).

The User Account registration process requires you to provide us with the following information: name, first name, address, email address, date of birth, password and wallet address. You must provide accurate information about yourself and inform Beep Labs of any changes to the information provided. Beep Labs cannot be held responsible for any damage resulting from inaccurate or outdated information.

Beep Labs has the right to accept, cancel or reject any requests for User Accounts or close existing User Accounts at any time at its sole discretion.

Maintaining more than one User Account is not permitted. Your User Account is intended solely for your personal use and may not be sold, transferred, assigned, or shared with any relatives, friends, or other individuals. Additionally, it may not be used for any commercial purposes.

You are fully and solely responsible for any use of and/or action initiated via your Account.

Beep Labs may conduct identity verification, sanctions screening, anti-fraud, anti-money laundering and other compliance checks in connection with your registration for, access to or use of the Beep Website and/or the Beep Wallet (“KYC-Check”), to the extent Beep Labs deems such checks necessary or appropriate. You shall provide Beep Labs with any information or documentation reasonably requested for such purposes and warrant that such information and documentation is accurate, complete and up to date. Beep Labs may use third party service providers to carry out such checks. Beep Labs may refuse registration, restrict access to, suspend or terminate your User Account or your use of the Beep Website and/or the Beep Wallet if you do not provide the requested information or documentation, if such information or documentation cannot be verified, or if Beep Labs at its sole discretion determines that such refusal, restriction, suspension or termination is necessary for legal, regulatory, compliance or risk management reasons. Please note that passing such KYC-Check (if applied) does not entitle you to purchase or sell Beep Tokens from or to Beep Labs as such transactions are governed solely by the Token Documentation which might define further requirements and restrictions.

5. Security of your User Account

You are responsible for keeping your devices and the login credentials of your User Account safe and secure. You must notify us promptly (and in any event no later than two (2) days) of any unauthorized access, use or security breach of your User Account, the Website and or the Beep Wallet. Beep Labs is not responsible for any unauthorized access and is not required to compensate for any resulting damages or losses.

6. Beep Wallet Functionalities

The Beep Wallet is a non-custodial wallet for digital assets that enables you to interact with compatible blockchain infrastructures and to hold and transfer digital assets.

You retain sole control over your private keys, seed phrase and digital assets. Beep Labs does not hold, store or access your private keys, seed phrase, funds or digital assets associated with your Beep Wallet. As part of the process for the setup of the Beep Wallet, you must create and securely retain your private key and seed phrase which will be stored solely on your device. The private key or the corresponding seed phrase allows you to import your digital assets to another wallet solution compatible with the relevant blockchain infrastructure at any time, irrespective of your access to the User Account.

The Beep Wallet allows you to interact with various blockchain based functions, including decentralized smart contracts and staking functions. Such functions are provided through third party protocols, applications or services that are neither operated nor controlled by Beep Labs. Beep Labs is not responsible for the operation, availability or consequences of your use of such third-party elements.

When you initiate a transaction, you do so by signing it with your private key, using the Beep Wallet technology and using the applicable blockchain network. Beep Labs does not guarantee that any transaction will be confirmed, executed or finalized. Transactions submitted to a blockchain network are generally irreversible.

The Beep Wallet may integrate with third party wallets, RPC providers, analytics providers or other services. Your use of such services is subject to their separate terms and privacy policies. Beep Labs is not responsible for such third-party services.

Accordingly, Beep Labs cannot recover lost wallets or credentials. You are solely responsible for securely backing up and retaining your seed phrase and private keys.

7. Feedback

Beep Labs welcomes and encourages users to provide feedback, suggestions, or ideas regarding the Beep Website and/or the Beep Wallet, its services and its features. By submitting feedback, you acknowledge and agree that Beep Labs may freely use, reproduce, modify, adapt, publish, translate, distribute, and otherwise exploit such feedback in any manner and for any purpose, without restriction or obligation of compensation or attribution to you. You further agree that Beep Labs shall not be subject to any confidentiality obligations with respect to such feedback.

8. Availability of the Beep Website and the Beep Wallet

Beep Labs is always trying to improve the Beep Website and the Beep Wallet. That means that Beep Labs may add or remove features, functionalities, and the support of certain devices and platforms via the Beep Website and/or the Beep Wallet.

The Beep Website and/or the Beep Wallet may be interrupted, including for maintenance, repairs, upgrades, or network or equipment failures. We may discontinue features of the Beep Website and/or Beep Wallet and the support for certain devices and platforms. Events beyond our control may affect the Beep Website and/or the Beep Wallet, such as events in nature and other force majeure events, including changes in applicable regulation that prohibit the cryptographic tokens, acts of God, fire, flood, explosion, wars, terrorism, riots, cyber incidents, civil disturbances and strikes, or other work stoppages, technological change, changes in interest rates or other monetary conditions; and for the avoidance of doubt, changes to any distributed ledger network-related protocol.

9. Fees

The use of the Beep Website and/or the Beep Wallet is provided free of charge.

Although Beep Labs does not currently charge any fees for the use of the Beep Website and/or the Beep Wallet, your use of the Beep Wallet may involve blockchain network fees, gas fees, validator fees or other third-party fees that are not charged, received or controlled by Beep Labs. Such fees may vary at any time and are your sole responsibility. Beep Labs is not responsible for any fees, costs or charges imposed by any blockchain network or any third-party service provider in connection with your use of the Beep Wallet.

10. Personal Data

The Privacy Notice describes Beep Labs information practices, including the types of personal data Beep Labs receives and collects from you, how Beep Labs uses and shares this personal data, and your rights in relation to the processing of personal data about you. The Privacy Notice sets out the legal basis for Beep Labs’s processing of personal data about you, including the collection, use, processing, and sharing of such personal data, as well as the transfer and processing of such personal data.

11. Intellectual Property Rights

Except as set out otherwise in these Terms, you accept that any and all rights (including copyrights, design rights, picture, movies and/or other intellectual property rights) of Beep Labs (in particular but not exclusively in Beep Labs’ trademark, Beep Labs’ logo and any content available on the Beep Website and/or the Beep Wallet) shall remain in its sole property. Beep Labs does not assign any right, title and interest in any and all work results created or developed by Beep Labs under these Terms.

12. Third-Party Software and Open-Source Software

If the Beep Website and/or the Beep Wallet contains a third-party software or component or an open-source software or component, then the use of such software or component shall be subject to the terms of use of such third-party software or component or such open-source software or component.

13. Third-Party Links

Certain features of the Beep Website and/or the Beep Wallet may require you to access or visit a third-party website or application which is not owned, controlled, managed or operated by Beep Labs. Beep Labs does not take responsibility for the content or the practices of a third-party website or application. This redirection or inclusion of a linked third-party website or application on the Beep Website and/or the Beep Wallet in no way implies any endorsement from Beep Labs of a linked third-party website’s or application’s content, advertisers or sponsors. If you link to or use such third-party website or application, you do so at your own risk. If you believe that any third-party website or application include or promote illegal, harmful, fraudulent, infringing, obscene, defamatory, threatening, intimidating, harassing, hateful, racially, ethnically or otherwise offensive content, please contact us via legal@beep.org so that Beep Labs can remove any such third-party website or application from the Beep Website and/or the Beep Wallet.

14. Adherence to these Terms

You must use the Beep Website and/or the Beep Wallet and any documents provided by us according to these Terms. If you violate these Terms, Beep Labs may take action with respect to your User Account, including disabling or suspending your User Account and, if Beep Labs does, you must not create another User Account without Beep Labs’ permission.

15. Legal and Acceptable Use

You must access and use the Beep Website and/or the Beep Wallet only for legal, authorized, and acceptable purposes. You will not use (or assist others in using) the Beep Website and/or the Beep Wallet in ways that: (a) violate, misappropriate, or infringe the rights of Beep Labs, other Users/customers, or others, including privacy, publicity, intellectual property, or other proprietary rights; (b) are illegal, obscene, defamatory, threatening, intimidating, harassing, hateful, racially or ethnically offensive, or instigate or encourage conduct that would be illegal or otherwise inappropriate, including promoting violent crimes; (c) involve publishing falsehoods, misrepresentations, or misleading statements; (d) impersonate someone; (e) using the Beep Website and/or the Beep Wallet, for terrorist financing or illegal trades; or (f) involve any non-personal use of the Beep Website and/or the Beep Wallet unless otherwise authorized by Beep Labs. In addition to discontinuance of your User Account, Beep Labs shall have the right to take appropriate administrative and/or legal action, including, and without limitation to, criminal prosecution, as it deems necessary at its sole discretion.

16. Harm to Beep Labs or its Users

You must not (or assist others to) directly, indirectly, through automated or other means access, use, copy, adapt, modify, prepare derivative works based upon, distribute, license, sublicense, transfer, display, perform, or otherwise exploit the Beep Website and/or the Beep Wallet in impermissible or unauthorized manners, or in ways that burden, impair, or harm Beep Labs, the other users, the Beep Website and/or the Beep Wallet, or others, including that you must not directly or through automated means: (a) reverse engineer, alter, modify, create derivative works from, decompile, or extract code from the Beep Website and/or the Beep Wallet; (b) send, store, or transmit viruses or other harmful computer code through or into the Beep Website and/or the Beep Wallet; (c) gain or attempt to gain unauthorized access to the Beep Website and/or the Beep Wallet or other systems; (d) interfere with or disrupt the safety, security, or performance of the Beep Website and/or the Beep Wallet; (e) create User Accounts for the Beep Website and/or the Beep Wallet through unauthorized or automated means; (f) collect the information of or about its other Users in any impermissible or unauthorized manner; (g) sell, resell, rent, or charge for the Beep Website and/or the Beep Wallet in an unauthorized manner; (h) distribute or make the Beep Website and/or the Beep Wallet available over a network where they could be used by multiple devices at the same time, except as authorized through tools Beep Labs has expressly provided; (i) remove, delete, alter, or obscure any trademarks or any copyright, trademark, patent, or other intellectual property or proprietary rights notices provided on or with the Beep Website and/or the Beep Wallet, including any copy thereof; (j) use the Beep Website and/or the Beep Wallet for any purpose that is illegal, unlawful, or prohibited by applicable law; or (k) create software or APIs that function substantially the same as the Beep Website and/or the Beep Wallet and offer them for use by third parties in an unauthorized manner.

17. Disclaimer of Warranties

Access to and use of the Beep Website and/or the Beep Wallet is at your own risk. You understand and agree that the Beep Website and/or the Beep Wallet are provided on an “as is” and “as available” basis and that Beep Labs expressly disclaims all warranties or conditions of any kind, whether express, implied, statutory or otherwise.

Neither Beep Labs nor any person associated with Beep Labs makes any warranty or representation as to the completeness, security, reliability, quality, accuracy or availability of the Beep Website and/or the Beep Wallet. Without limitation, neither Beep Labs nor any person associated with Beep Labs represents or warrants that the Beep Website and/or the Beep Wallet, any information displayed on the Beep Website and/or the Beep Wallet, or any services obtained through the Beep Website and/or the Beep Wallet, will be accurate, reliable, error free or uninterrupted, that defects will be corrected, that the Beep Website and/or the Beep Wallet or the server that makes it available are free of viruses or other harmful components, or that the Beep Website and/or the Beep Wallet or any services or items obtained through the Beep Website and/or the Beep Wallet will otherwise meet your requirements or expectations.

18. Indemnification

To the fullest extent permitted by applicable law, you will indemnify, defend and hold harmless Beep Labs, its respective past, present and future employees, officers, directors, contractors, consultants, equity holders, suppliers, vendors, service providers, parent companies, subsidiaries, affiliates, agents, representatives, predecessors, successors and assigns from and against all claims, demands, actions, damages, losses, costs and expenses (including attorneys’ fees) that arise from or relate to: (a) your responsibilities or obligations under these Terms; (b) your violation of these Terms; or (c) your violation of any rights of any other person or entity; (d) and any dispute between you and any other person using the Beep Website and/or the Beep Wallet.

19. Limitation of Liability

To the fullest extent permitted by law, Beep Labs, its affiliates, and their licensors, service providers, employees, agents, officers and directors shall not be liable for any damages of any kind arising out of or in connection with your access to, use of, or inability to use the Beep Website and/or the Beep Wallet, any linked websites, or any content made available through them, including any direct, indirect, special, incidental, consequential or punitive damages, including personal injury, pain and suffering, emotional distress, loss of revenue, loss of profits, loss of business or anticipated savings, loss of use, loss of goodwill, loss of data, or any damages resulting from cyber incidents, hacking, malware, unauthorized access, data breaches or other cyberattacks, whether caused by tort, including negligence, breach of contract or otherwise, even if Beep Labs has been advised of the possibility of such damages.

You further acknowledge and agree that neither the blockchain infrastructure/network you can interact with using the Beep Wallet nor any of its implementations or components is controlled or operated by Beep Labs and that Beep Labs shall not be liable for any loss or damage resulting from any vulnerability, malfunction, failure or other issue affecting such blockchain infrastructure/network or any other blockchain network.

20. Risks

You acknowledge and accept that the Beep Wallet is a non-custodial wallet and that its use therefore involves specific risks. In particular, you remain solely responsible for the safekeeping of your private keys, seed phrase, devices and access credentials. Loss, theft, compromise or misuse of any of these may result in the loss of access to your digital assets, and such loss of access may be permanent. Beep Labs does not hold, control, store or access your private keys, seed phrase or digital assets and is therefore unable to restore access, recover assets or reset wallet credentials. Not all digital assets or blockchain functionalities may be supported by the Beep Wallet. Any transfer of unsupported digital assets or any interaction with unsupported functionalities may result in a permanent loss of such digital assets. Transactions initiated through the Beep Wallet are submitted to the relevant blockchain network and are generally irreversible. Beep Labs has no ability to stop, reverse, cancel or otherwise modify such transactions once initiated. In addition, the proper functioning of the Beep Wallet depends in part on third party infrastructure, blockchain networks, smart contracts and other external services that are outside the control of Beep Labs. Failures, delays, vulnerabilities or malfunctions affecting such third-party elements may result in losses, delays, failed transactions or loss of access to digital assets.

21. Termination

You can terminate the present Terms at any time and for any reason by stopping accessing or using the Beep Website and/or the Beep Wallet and deleting your User Account.

Beep Labs may also modify, deactivate, suspend or terminate your access to or use of the Beep Website and/or the Beep Wallet or the User Account, or suspend or permanently exclude Users at any time, at its sole discretion and with or without explanation.

The Beep Website and/or the Beep Wallet have no predetermined termination date and may continue until such time as Beep Labs decides to terminate the Beep Website and/or the Beep Wallet, which it might do at its sole discretion and in which case your access to or use of the Beep Website and/or the Beep Wallet will terminate.

22. Miscellaneous

Unless a mutually executed agreement between you and Beep Labs states otherwise, these Terms make up the entire agreement between you and Beep Labs regarding the Beep Website and/or the Beep Wallet and supersede any prior agreements.

If any provision of these Terms is held to be invalid or unenforceable, then that provision will be limited or eliminated to the minimum extent necessary, and the remaining provisions of these Terms will remain in full force and effect. Beep Labs failure to enforce any right or provision of these Terms will not be deemed a waiver of such right or provision.

Beep Labs reserves the right to designate in the future that certain parts of the Beep Website and/or the Beep Wallet are governed by separate terms (where, as applicable, you may separately consent).

All of Beep Labs’ rights and obligations under these Terms are freely assignable by Beep Labs to any of its affiliates or in connection with a merger, acquisition, restructuring, or sale of assets, or by operation of law or otherwise, and Beep Labs may transfer your information to any of its affiliates, successor entities, or new owner. In the event of such an assignment, these Terms will continue to govern your relationship with such third party. Beep Labs hopes you will continue using the Beep Website and/or the Beep Wallet, but if you do not agree to such an assignment, you must stop accessing or using the Beep Website and/or the Beep Wallet and delete your User Account.

You will not transfer any of your rights or obligations under these Terms to anyone else without Beep Labs prior written consent.

Except as contemplated herein, the Terms do not give any third-party beneficiary rights.

Beep Labs reserves all rights not expressly granted to you. In certain jurisdictions, you may have legal rights as a consumer, and these Terms are not intended to limit such consumer legal rights that may not be waived by contract. Also, in certain jurisdictions, you may have legal rights as a data subject, and these Terms are not intended to limit such rights that may not be waived by contract.

23. Governing Law and Jurisdiction

These Terms shall be construed and interpreted in accordance with the substantive laws of Switzerland, excluding the Swiss conflict of law rules. The United Nations Convention for the International Sales of Goods is excluded.

Any dispute arising out of or in conjunction with these Terms shall be submitted to the exclusive jurisdiction of the ordinary courts of the city of Zug, Switzerland.

24. Contact

Any questions related to these Terms can be sent to legal@beep.org.