Terms of use and end user license agreement

These terms of use and end user license agreement (the "Terms") are entered into between Yolobeam LLC ("Yolobeam", "we", "us", or "our") and the person or entity accessing the Service ("you"). By creating an account, accessing https://yolobeam.com, or using the Yolobeam platform, you accept these Terms. If you do not accept them, do not use the Service.

If you accept these Terms on behalf of an organization, you represent that you are authorized to bind that organization, and "you" means that organization. Where a separate signed subscription agreement, order form, or data processing agreement exists between us and your organization, that document controls to the extent it conflicts with these Terms.

• Service means the Yolobeam website, application, APIs, documentation, and related support.
• Customer means the organization that subscribes to the Service — for example a chapter, a national organization, or an institution.
• Authorized user means an individual the Customer permits to use the Service, including officers, members, advisors, and staff.
• Customer data means all data, files, and content that the Customer or its authorized users submit to or generate within the Service.
• Administratormeans an authorized user granted elevated permissions to configure the Customer's account and manage other users.

You must be at least 18 years old, or the age of majority in your jurisdiction, to create an account. Where a Customer enrolls a member below that age, the Customer is responsible for obtaining any parental or guardian consent required by law and for supervising that member's use.

You must provide accurate account information and keep it current. You are responsible for safeguarding your credentials and for all activity under your account. Do not share credentials between officers or roles. Notify us at the address below as soon as you suspect unauthorized access.

Subject to these Terms and to payment of applicable fees, we grant you a limited, non-exclusive, non-transferable, non-sublicensable, revocable license to access and use the Service for your organization's internal operations during the subscription term.

The Service is licensed, not sold. We and our licensors retain all right, title, and interest in the Service, including all software, designs, text, graphics, and other content we provide, and all intellectual property rights in them. No rights are granted other than those expressly stated here.

You may not, and may not permit any third party to:

1. Copy, modify, translate, or create derivative works of the Service.
2. Reverse engineer, decompile, or disassemble the Service, or otherwise attempt to derive its source code, except to the extent this restriction is unenforceable under applicable law.
3. Rent, lease, lend, sell, sublicense, distribute, or provide the Service to any third party, or use it to operate a service bureau or timesharing arrangement.
4. Remove, obscure, or alter any proprietary notice, trademark, or attribution.
5. Circumvent or disable any security, authentication, rate limiting, usage metering, or access control mechanism.
6. Access the Service to build a competing product, or to benchmark it for publication without our prior written consent.
7. Use automated means to scrape, index, or extract data from the Service, other than through interfaces we document for that purpose.
8. Exceed the seat, chapter, or usage limits of your plan, or misrepresent counts of active members to reduce fees.

Accounts are provisioned to a Customer, not to an individual. Administrators can add and remove users, change roles and permissions, view and export records, edit or delete content, and terminate access. Administrator instructions bind the Customer, and we may act on them without independently verifying them with individual users.

If you use the Service through an account provisioned by an organization, that organization controls the account and your records within it. Your relationship with that organization governs what it may do with those records; these Terms do not restrict it.

Customers with multi-chapter or national plans may have oversight access to the accounts of chapters within their organization, as configured for that plan.

As between you and us, you own all Customer data. You grant us a worldwide, non-exclusive, royalty-free license to host, copy, transmit, display, and process Customer data solely to provide, secure, and support the Service, and as otherwise instructed by you. This license ends when the data is deleted in accordance with our retention policy.

You represent that you have all rights, consents, and lawful bases necessary for us to process Customer data as contemplated by these Terms, and that Customer data does not infringe the rights of any third party.

We may generate aggregated and de-identified statistics from use of the Service and use them to operate and improve it. Such statistics never identify you, your organization, or any individual. We do not use Customer data to train machine learning models for our own purposes or for the benefit of other customers. Our handling of personal information is described in the privacy policy, and retention and deletion in the data retention policy.

You may not use the Service to:

1. Violate any law or regulation, or the rules of a host institution or national organization.
2. Upload or transmit unlawful, defamatory, harassing, threatening, or discriminatory content, or content depicting or promoting hazing, violence, or sexual exploitation.
3. Infringe any intellectual property, privacy, or publicity right.
4. Transmit malware, or attempt to gain unauthorized access to any system, account, or data.
5. Interfere with or disrupt the integrity or performance of the Service, including through excessive automated requests.
6. Send unsolicited bulk messages, or use member contact information for purposes unrelated to the organization's operations.
7. Collect payment card numbers, government identification numbers, or health records in free-text fields.
8. Misrepresent your identity, role, or affiliation.

We may investigate suspected violations and may suspend access where we reasonably believe suspension is necessary to protect the Service, other customers, or any person. We will give notice as soon as reasonably practicable, and will restore access promptly once the issue is resolved.

Fees, plan tier, and billing frequency are set out in your order form or on the pricing page at the time of purchase. Unless the order form says otherwise, subscriptions are billed in advance and renew automatically for successive terms of the same length.

• Seat counts are based on active undergraduate members. Alumni, prospects, parents, advisors, and inactive members are not billed as active members, subject to the plan limits published at the time of purchase.
• If your active member count exceeds your plan tier during a term, we may bill the difference at the next invoice.
• Fees are stated exclusive of taxes. You are responsible for all sales, use, VAT, and similar taxes, other than taxes on our income.
• Invoices are due within 30 days of issue unless the order form states otherwise. Undisputed amounts overdue by more than 30 days may accrue interest at 1.0% per month or the maximum permitted by law, whichever is lower.
• We may suspend the Service for non-payment after giving at least 10 days' written notice and an opportunity to cure.
• Except where required by law, fees are non-refundable and there are no refunds for partial terms or unused capacity.

We may change fees effective at the start of a renewal term by giving at least 30 days' notice before the renewal date. If you do not accept a fee change, you may decline renewal before the term ends.

We may offer trials, pilots, or beta features free of charge or on a limited basis. These are provided as-is, without warranty or support commitment, and may be modified or discontinued at any time. Data entered during a trial may be deleted at the end of the trial unless you convert to a paid subscription.

The Service may integrate with third-party products at your direction. We do not control those products and are not responsible for them. Enabling an integration authorizes us to exchange Customer data with that provider as required for the integration to work. Your use of a third-party product is governed by that provider's terms, not these Terms.

If you send us suggestions, feature requests, or other feedback, you grant us a perpetual, irrevocable, worldwide, royalty-free license to use it without restriction or obligation to you. We are not required to keep feedback confidential.

Each party may receive non-public information of the other. The receiving party will use it only to perform under these Terms, will protect it with at least reasonable care, and will not disclose it except to personnel and advisors bound by comparable obligations. These obligations do not apply to information that is public through no fault of the receiving party, was already known to it, is independently developed, or is rightfully received from a third party. Disclosure compelled by law is permitted if the receiving party gives prompt notice where legally allowed.

These Terms apply from your first use of the Service until all subscriptions have expired or been terminated.

• You may decline renewal by giving notice at least 30 days before the end of the current term.
• Either party may terminate for material breach if the breach is not cured within 30 days of written notice.
• We may suspend or terminate immediately for a violation of the acceptable use section, for non-payment after notice and an opportunity to cure, or where required by law.
• You may terminate immediately and receive a pro-rata refund of prepaid, unused fees if we materially breach and fail to cure within the notice period.

On termination, your license ends and access is disabled. You may export Customer data during the export window described in the data retention policy, after which we delete it on the schedule in that policy. The sections on customer data ownership, fees accrued, confidentiality, intellectual property, disclaimers, limitation of liability, indemnification, and governing law survive termination.

We aim to keep the Service available and will use commercially reasonable efforts to give advance notice of planned maintenance. Unless a signed service level agreement states otherwise, we do not commit to a specific uptime percentage.

We may modify, add, or remove features over time. We will not materially reduce the core functionality of a paid plan during a paid term without notice and, where the reduction is material and adverse, an opportunity to terminate and receive a pro-rata refund.

EXCEPT AS EXPRESSLY STATED IN THESE TERMS OR A SIGNED AGREEMENT, THE SERVICE IS PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTIES OF ANY KIND. TO THE MAXIMUM EXTENT PERMITTED BY LAW, WE DISCLAIM ALL IMPLIED WARRANTIES, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. WE DO NOT WARRANT THAT THE SERVICE WILL BE UNINTERRUPTED, ERROR-FREE, OR SECURE, OR THAT IT WILL MEET YOUR REQUIREMENTS.

The Service is an operations tool. It is not legal, financial, tax, accounting, or compliance advice, and using it does not by itself establish compliance with the rules of any institution, national organization, or governmental body. You remain responsible for your organization's compliance obligations.

Some jurisdictions do not allow the exclusion of certain warranties, so parts of this section may not apply to you.

TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER PARTY WILL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, OR FOR LOST PROFITS, LOST REVENUE, LOST DATA, OR BUSINESS INTERRUPTION, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

EACH PARTY'S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THESE TERMS WILL NOT EXCEED THE AMOUNTS PAID OR PAYABLE BY YOU TO US FOR THE SERVICE IN THE TWELVE MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM. IF NO FEES HAVE BEEN PAID, OUR TOTAL LIABILITY WILL NOT EXCEED ONE HUNDRED US DOLLARS.

These limits do not apply to your payment obligations, to either party's indemnification obligations, or to liability that cannot be limited under applicable law, including fraud, willful misconduct, and death or personal injury caused by negligence.

You will defend and indemnify us against third-party claims arising from Customer data, from your use of the Service in violation of these Terms or applicable law, or from a dispute between you and your members, alumni, advisors, institution, or national organization.

We will defend and indemnify you against third-party claims alleging that the Service, used as permitted, infringes a United States patent, copyright, or trademark. If such a claim arises, we may procure the right to continue using the Service, modify it to be non-infringing, or terminate the affected subscription and refund prepaid, unused fees. This obligation does not apply to claims arising from Customer data, from modifications not made by us, or from use of the Service in combination with products we did not supply.

The indemnified party must give prompt notice, allow the indemnifying party to control the defense, and provide reasonable cooperation. No settlement imposing liability or admission on the indemnified party may be made without its consent.

These Terms are governed by the laws of the State of Texas, 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 will attempt in good faith to resolve any dispute through discussion for 30 days after written notice. If that fails, the parties consent to the exclusive jurisdiction and venue of the state and federal courts located in Texas, and each waives any objection to that venue. Either party may seek injunctive relief in any court of competent jurisdiction to protect its intellectual property or confidential information.

If you are a government, educational, or public institution, provisions of this section that conflict with the law applicable to you do not apply to the extent of the conflict.

We may revise these Terms. We will post the revised version here and update the effective date. For material changes affecting an active paid subscription, we will notify account administrators by email at least 30 days before the change takes effect, and the change will apply from the start of your next renewal term. Continued use after a change takes effect means you accept the revised Terms.

• Entire agreement. These Terms, together with any order form, data processing agreement, and the policies referenced here, are the entire agreement between the parties on this subject and supersede prior discussions. Terms in a purchase order or vendor portal have no effect.
• Assignment.Neither party may assign these Terms without the other's written consent, except to a successor in a merger, acquisition, or sale of substantially all assets, on notice.
• Severability. If a provision is found unenforceable, it will be modified to the minimum extent necessary and the rest of the Terms remain in force.
• No waiver. Failure to enforce a provision is not a waiver of it.
• Force majeure. Neither party is liable for delay or failure caused by events beyond its reasonable control, excluding payment obligations.
• Independent contractors. The parties are independent contractors. Nothing creates a partnership, joint venture, agency, or employment relationship.
• Notices. Notices to us go to support@yolobeam.com. Notices to you go to the email address on your account. Notice is effective on delivery.
• Export and sanctions. You represent that you are not located in an embargoed jurisdiction, are not on a restricted-party list, and will comply with applicable export control and sanctions laws.
• Publicity. We will not use your name or marks in customer lists or case studies without your prior written consent.

Questions about these Terms can be sent to support@yolobeam.com. Our registered entity is Yolobeam LLC, organized under the laws of the State of Texas, United States.