Terms of Service

These Terms of Service ("Terms") are an agreement between you ("you") and JoWoCo, LLC (including without limitation its brands, such as Beep ("Company", "Beep", "we", "us" or "our") that governs your use of our website(s) and/or other products and services (collectively, as applicable, the "Services").

IF YOU ARE HAVING AN EMERGENCY, CONTACT 911, AND DO NOT USE THIS SERVICE.

To Use Our Services, You:

• May need to register with us to access and use some of our Services
• Must not initiate or participate in any activities on our Services that are illegal, harmful, or interfere with anyone's use of our services, including the sending of e-mail or instant messaging spam

If You Post Content On our Services, You:

• May post content that you create or have been given permission to post by the owner, is legal, and doesn't violate this Agreement
• Are responsible for content, data and information that you post to our Services and assume all risks of posting personal information online
• Continue to own the content but grant us a license to use and distribute your content, subject to and in accordance with this Agreement.

You must be at least 18 years of age, and, where law requires an older legal age, of legal age for contractual consent or older to use this website and/or the other Services. If you are younger, you must have consent and approval of your parent or guardian to use the website and enter this Agreement, and you must ensure they have seen and agreed to these terms. Due to the age restrictions, no content or information from the Services falls within the Child Online Privacy Protection Act (“COPPA”) and is not monitored as doing so. If you are a teacher or representative from a school, you are responsible for obtaining parental consent to use the Services to interact with students. If you are a student under 13, please do not send any personal information about yourself to us if your school, school district or teacher has not obtained this prior consent from your parent or guardian, or we have not obtained such consent, and please do not send any personal information other than what we request from you in connection with the Services.

1. PASSWORDS AND ACCESS

1.1. In order to access some features of the Services, you may have to register or create an account. You may not use another's account without permission. When creating your account, you must provide accurate and complete information. Registration or subscription to the Services and payment of any applicable fee, authorizes a single individual to use the Services unless otherwise expressly stated. You are solely responsible for the activity that occurs on your account, and you must keep your account password secure. You must notify Company immediately of any breach of security or unauthorized use of your account. Although Company will not be liable for your losses caused by any unauthorized use of your account, you may be liable for the losses of Company or others due to such unauthorized use.

1.2. You shall not download any content, software or services unless you see a “download” or similar link displayed by Company on the Services for that content. You shall not copy, reproduce, distribute, transmit, broadcast, display, sell, license, or otherwise exploit any content for any other purposes without the prior written consent of Company or the respective licensors of the content. Company and its licensors reserve all rights not expressly granted in and to the Services and their content.

1.3. You agree not to circumvent, disable or otherwise interfere with security-related features of the Services or features that prevent or restrict use or copying of any content or enforce limitations on use of the Services or the content therein.

2. YOUR OBLIGATIONS

You may not:

1. restrict or inhibit any other user from using and enjoying the Services;

2. post or transmit any unlawful, obscene, pornographic, vulgar, sexually-orientated, profane, threatening, abusive, hateful, offensive or otherwise objectionable information of any kind, including any transmissions constituting or encouraging conduct that would constitute a criminal offense, give rise to civil liability, or otherwise violate any local, state, national or foreign law;

3. post or transmit any advertisements, solicitations, chain letters, pyramid schemes, investment opportunities or schemes or other unsolicited commercial communication (except as otherwise expressly permitted by Company) or engage in spamming or flooding;

4. post or transmit any information or software which contains a virus, Trojan horse, worm or other harmful component;

5. upload, post, publish, reproduce, transmit or distribute in any way any component of the Services itself or derivative works with respect thereto;

6. resell or otherwise exploit for commercial purposes, directly or indirectly, any portion of the Services, or access to them;

7. use email addresses obtained from the Services for solicitation purposes of any kind, directly or indirectly;

8. use data mining, robots or other similar data gathering and extraction tools;

9. access (or attempt to access) the Services or any content therein through any automated means (including use of any script or web crawler, page-scrape, spider, robot, index, Internet agent or other automatic device, program, algorithm or technology which does the same things) including without limitation, to use, access, copy, acquire information, generate impressions, input information, store information, search, generate searches or monitor any portion of this website;

10. use the Services in any manner that could damage, disable, overburden, or impair our servers or interfere with any other party's use and enjoyment of the Services;

ANY USE OF THE SERVICES BY ANY PARTY, INCLUDING YOU, IN ANY HIGH RISK APPLICATION IS DONE AT THE USER'S OWN RISK, WITHOUT ANY WARRANTY. AS USED HEREIN, A “HIGH RISK APPLICATION” IS ANY USE WHERE THE FAILURE OF THE SERVICE COULD CAUSE SERIOUS RISK, INCLUDING RISK OF INJURY TO PERSONS OR PROPERTY, OR A LIFE-THREATENING SITUATION, INCLUDING BUT NOT LIMITED TO, MEDICAL, NUCLEAR, AVIATION, NAVIGATION, EMERGENCY SERVICES, EMERGENCY WEATHER ALERTS, MILITARY APPLICATIONS OR OTHER SIMILAR APPLICATIONS.

3. PUBLIC POSTINGS AND LICENSED MATERIALS

3.1. Certain material you may post on our Services is or may be available to the public, including without limitation any public profile data, feedback, questions, comments, suggestions, uploads, blog entries, ratings, reviews, images, videos, poll answers, etc., in any form or media, that you post via the Services or otherwise (collectively, "Public Postings"). These Public Postings will be treated as non-confidential and nonproprietary. You are responsible for any Public Postings and the consequences of sharing or publishing such content with others or the general public. This includes, for example, any personal information, such as your address, the address of others, or your current location. WE ARE NOT RESPONSIBLE FOR THE CONSEQUENCES OF PUBLICLY SHARING OR POSTING ANY PERSONAL OR OTHER INFORMATION ON THE SERVICES.

3.2. Other content or communications you transmit to us, including without limitation any feedback, data, questions, comments, suggestions, in any form or media, that you submit to us via e-mail, the Services or otherwise (to the extent excluding any personally identifiable information, collectively, "Submissions"), will be treated as non-confidential and nonproprietary.

3.3. By providing any Public Posting or Submission, you (i) grant to Company a royalty-free, non-exclusive, perpetual, irrevocable, sub-licensable right to use, reproduce, modify, adapt, publish, translate, create derivative works (including products) from, distribute, and display such content throughout the world in all media and you license to us all patent, trademark, trade secret, copyright or other proprietary rights in and to such content for publication on the Services pursuant to this Agreement; (ii) agree that we shall be free to use any ideas, concepts or techniques embodied therein for any purpose whatsoever. In addition, you hereby waive all moral rights you may have in any Public Posting or Submissions.

3.4. You shall be solely responsible for your own content and any Public Postings and Submissions. You affirm, represent, and warrant that you own or have the necessary licenses, rights, consents, and permissions to publish content you post or submit. You further agree that content you submit via Public Postings or Submissions will not contain third party copyrighted material, or material that is subject to other third party proprietary rights, unless you have permission from the rightful owner of the material or you are otherwise legally entitled to post the material and to grant us all of the license rights granted herein.

3.5. We do not endorse any content submitted to the Services by any user or other licensor, or any opinion, recommendation, or advice expressed therein, and we expressly disclaim any and all liability in connection with content.

Company has no obligation to monitor the Services. However, you acknowledge and agree that Company has the right to monitor the Services electronically from time to time, and to disclose any information as necessary or appropriate to satisfy any law, regulation or other governmental request, to operate the Services properly, or to protect itself or its customers. Company reserves the right to refuse to post or to remove any information or materials, in whole or in part, that, in its sole discretion, are unacceptable, undesirable, inappropriate or in violation of this Agreement.

4. FEES AND PAYMENTS

4.1. If and to the extent any portion of the Services may require a fee payment or incremental payment or subscription, you agree to pay Company any applicable fees posted for the Services. You agree to pay us for all charges incurred under your account, including all applicable taxes, fees, and surcharges. If we do not receive payment from your designated payment method or any other payment method on file, you agree to pay all amounts due upon demand by us. You will be responsible for accrued but unpaid charges, even if your account is canceled by you or terminated by us. During any free trial or other promotion, if any, you will still be responsible for any purchases and surcharges incurred using your account.

4.2. After 30 days from the date of any unpaid charges, your fee-based Services will be deemed delinquent and we may terminate or suspend your account and Services for nonpayment. We reserve the right to assess an additional 1.5 percent late charge (or the highest amount allowed by law, whichever is lower) per month if your payment is more than 30 days past due and to use any lawful means to collect any unpaid charges. You are liable for any fees, including attorney and collection fees, incurred by us in our efforts to collect any remaining balances from you. Except as otherwise mutually agreed in writing, we reserve the right to change our fees with 30 days’ notice.

4.3. You are responsible for all charges incurred under your account, including applicable taxes, fees, surcharges, and purchases made by you or anyone you allow to use your account (including your children, family, friends, or any other person with implied, actual, or apparent authority) or anyone who gains access to your account as a result of your failure to safeguard your username, password, or other authentication credentials or information.

5. WARRANTIES AND LIMITATIONS OF WARRANTIES.

5.1. If you are not completely satisfied with the Services, your sole remedy is to cease using the Services. With respect to any fee-based Services, if you signed up for designated term or timeframe, you will still be responsible for payment for the full term. If you did not subscribe for any minimum period, then you may cancel at any time on 30 days advanced notice, and cease to use the Services, then you will not be charged any additional amounts after the effective date of such termination. In any case, you will be responsible for any and all charges and activity accrued prior to your Services termination date, and those obligations will survive your termination of the Services.

5.2. THE SERVICES, THE WEBSITE, APPS, AND ALL INFORMATION, CONTENT, AND MATERIALS RELATED TO THE FOREGOING, ARE PROVIDED "AS IS." WE DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, NON-INTERFERENCE, SYSTEM INTEGRATION AND ACCURACY OF DATA. WE DO NOT WARRANT THAT USE OF THE SERVICES WILL BE UNINTERRUPTED, ERROR-FREE OR VIRUS FREE. ALTHOUGH INFORMATION THAT YOU SUBMIT MAY BE PASSWORD PROTECTED, WE DO NOT GUARANTEE THE SECURITY OF ANY INFORMATION TRANSMITTED TO OR FROM THE SERVICES AND YOU AGREE TO ASSUME THE SECURITY RISK FOR ANY INFORMATION YOU PROVIDE THROUGH THE SERVICES.

6. LIMITATIONS OF LIABILITY.

6.1. IN NO EVENT SHALL WE OR OUR AFFILIATES BE LIABLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL OR SPECIAL DAMAGES, OR FOR LOSS OF PROFITS OR DAMAGES ARISING DUE TO BUSINESS INTERRUPTION OR FROM LOSS OR INACCURACY OF INFORMATION, INCLUDING IF AND TO THE EXTENT ANY OF THE FOREGOING ARISES IN CONNECTION WITH THIS AGREEMENT OR YOUR USE OR INABILITY TO USE THE SERVICES. IN NO EVENT WILL THE AGGREGATE LIABILITY OF US TO YOU FOR ANY AND ALL CLAIMS ARISING IN CONNECTION WITH THIS AGREEMENT OR THE SERVICES, EXCEED THE TOTAL FEES PAID TO US BY YOU, IF ANY, DURING THE SIX-MONTH PERIOD PRECEDING THE DATE OF ANY CLAIM (OR $10 IF THE SERVICES ARE FREE).

6.2. YOU AGREE TO INDEMNIFY, DEFEND AND HOLD HARMLESS US AND OUR AFFILIATED COMPANIES, AND EACH OF OUR AND THEIR RESPECTIVE OFFICERS, DIRECTORS, MEMBERS, AGENTS, AND EMPLOYEES FROM AND AGAINST ALL LOSSES, EXPENSES, DAMAGES, CLAIMS, JUDGMENTS, COSTS, EXPENSES AND LIABILITIES, INCLUDING REASONABLE ATTORNEYS' FEES, INCURRED BY US OR SUCH PARTIES AND/OR ARISING OUT OF OR RESULTING FROM (1) ANY ACTUAL OR ALLEGED VIOLATION BY YOU OF THIS AGREEMENT (INCLUDING ANY REPRESENTATION OR WARRANTY HEREIN); (2) ANY ACTIVITY RELATED TO YOUR ACCOUNT BY YOU OR ANY OTHER PERSON ACCESSING THE SERVICE WITH YOUR PASSWORD; (3) YOUR USE OF AND ACCESS TO THE SERVICES; (4) YOUR ACTUAL OR ALLEGED VIOLATION OF ANY THIRD PARTY RIGHT, INCLUDING WITHOUT LIMITATION ANY COPYRIGHT, PROPERTY OR PRIVACY RIGHT; (5) YOUR ACTUAL OR ALLEGED VIOLATION OF ANY LAW, RULE OR REGULATION; AND/OR (6) YOUR CONTENT OR DATA, INCLUDING IF IT CAUSES ANY DAMAGE TO A THIRD PARTY. YOUR DEFENSE, INDEMNIFICATION AND HOLD HARMLESS OBLIGATIONS IN THIS AGREEMENT WILL SURVIVE THIS AGREEMENT AND YOUR USE OF THE SERVICES.

6.3. We shall not be liable for any circumstances arising out of causes beyond our reasonable control or without our fault or negligence, including, but not limited to, Acts of God, acts of civil or military authority, fires, riots, wars, embargoes, Internet disruptions, hacker attacks, or communications failures, or other force majeure.

6.4. If we breach this Agreement, you agree that your exclusive remedy is to recover, from us or any affiliates, resellers, distributors, and vendors, direct damages up to an amount equal to your Services fee for one month (or up to USD$10.00 if the Services are free). You can't recover any other damages or losses, including, without limitation, direct, consequential, lost profits, special, indirect, incidental, or punitive.Some or all of these limitations or exclusions may not apply to you if your state, province, or country doesn't allow the exclusion or limitation of incidental, consequential, or other damages.

7. DURATION OF TERMS

7.1. Once in effect, this Agreement will continue in operation until terminated by either you or us. However, even after termination, the provisions of sections 3 through 15 of this Agreement will remain in effect in relation to any prior use of the Services by you. Company may terminate this Agreement at any time and for any reason. After termination of this Agreement, you understand and acknowledge that Company will have no further obligation to provide the Services or access thereto. Upon termination, all licenses and/or other rights granted to you by this Agreement, if any, will immediately cease, but your licenses to us shall survive, and certain of your obligations (including payment obligations, if any) will survive in accordance with the terms hereof.

8. MODIFICATION OF TERMS

8.1. Company may change the terms of this Agreement from time to time. You will be notified of any such changes via e-mail (if you have provided a valid email address) and/or by our posting notice of the changes on the Services (which may consist of publishing the changes on our website). Any such changes will become effective when notice is received or when posted on the Services, whichever first occurs. If you object to any such changes, your sole recourse will be to terminate this Agreement. Continued use of the Services following such notice of any such changes will indicate your acknowledgement of such changes and agreement to be bound by such changes.

9. MODIFICATIONS TO SERVICES

9.1. We reserve the right to modify or discontinue the Services at any time with or without notice to you, including without limitation by adding or subtracting features and functionality, third party content, etc. In the event of such modification or discontinuation of the Services, your sole remedy shall be to terminate this Agreement as set forth herein. Continued use of the Services following notice of any such changes will indicate your acknowledgement and acceptance of such changes and satisfaction with the Services as so modified.

10. INTERNATIONAL USERS

10.1. The Services are controlled, operated and administered by us from within the United States. We make no representation that this site is available for access or use at other locations outside the U.S. However, any access or use from outside the U.S. is still subject to this Agreement. Access to the Services is expressly prohibited from territories where this site or any portion thereof is illegal. You agree not to access or use any information or materials on the Services in violation of U.S. export laws and regulations, or in violation of any laws or regulations in the country from which you are accessing the Services. Any personal information which we may collect via the Services may be stored and processed in our servers located in the United States or in any other country in which we, or our affiliates, subsidiaries, or agents maintain facilities. You consent to any such transfer of personal information outside your country of residence to any such location..

11. THIRD PARTY CONTENT AND SERVICES

11.1. Certain content (including without limitation advertisements) on the Services may be supplied by third parties. Company does not have editorial control over such content. You may enter into correspondence with or participate in promotions of such third parties, such as advertisers promoting their products, services or content on this site. Any such correspondence or participation, including the delivery of and the payment for products, services or content, are solely between you and each such third party. Under no circumstances shall Company, or its affiliates, or any of their respective officers, directors, employees, or agents, be liable for any loss or damage caused by your reliance on any content or other information obtained through the Services.

11.2. The Services may integrate and/or interact with third party services, such as via APIs or browser extensions. For example, the Services may leverage APIs from third parties such as (without limitation) Facebook, WhatsApp, Twitter, LinkedIn, Google (e.g., Google Classroom, Google Docs, Gmail, etc.), Tidio, Clicky, Firebase, etc., and/or we may rely on third party browser extensions, and Company has no affiliation, association, endorsement, or sponsorship by any other third party services with which it integrates or interacts from time to time (collectively, “Third Party Services”). As such, you may be subject to their respective privacy policies, terms of use or other applicable terms and conditions of such Third Party Services. By using the Services, you hereby release Company and waive any and all claims or claim rights that you may have against Company, and release and indemnify Company against any claims that any third party may have against you, including with respect to your use of any Third Party Services, including if accessed or used via our Services, and with respect to Third Party Terms, applicable privacy policies or any other rules or regulations of such third parties.

11.3. As a convenience to you, Company may provide, in or through the Services, one or more links to third party web sites or services and/or provide email contacts respecting third parties. Company makes no endorsement of such third parties, nor any representation or warranty regarding anything that takes place between you and any such third parties, including, without limitation, visits to third party web sites, services, email correspondence with third parties, and business or other transactions with third parties found through the Services.

12. DIGITAL MILLENNIUM COPYRIGHT ACT

12.1. If you are a copyright owner or an agent thereof and believe that any content in our Services infringes upon your copyrights, you may submit a notification pursuant to the Digital Millennium Copyright Act ("DMCA") by providing our Copyright Agent with the following information in writing (see 17 U.S.C 512(c)(3) for further detail):

• A physical or electronic signature of a person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed;
• Identification of the copyrighted work claimed to have been infringed, or, if multiple copyrighted works at a single online site are covered by a single notification, a representative list of such works at that site;
• Identification of the material that is claimed to be infringing or to be the subject of infringing activity and that is to be removed or access to which is to be disabled and information reasonably sufficient to permit the service provider to locate the material;
• Information reasonably sufficient to permit the service provider to contact you, such as an address, telephone number, and, if available, an electronic mail;
• A statement that you have a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law; and
• A statement that the information in the notification is accurate, and under penalty of perjury, that you are authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.

12.2. Company's designated method to receive notifications of claimed infringement is by emailing the Copyright Agent atinfo@beepaudio.com. You acknowledge that if you fail to comply with all of the requirements of this Section your DMCA notice may not be valid.

12.3. If you believe that your content that was removed (or to which access was disabled) is not infringing, or that you have the authorization from the copyright owner, the copyright owner's agent, or pursuant to the law, to post and use the material in your content, you may send a counter-notice containing the following information to the Copyright Agent:

• Your physical or electronic signature;
• Identification of the content that has been removed or to which access has been disabled and the location at which the content appeared before it was removed or disabled;
• A statement that you have a good faith belief that the content was removed or disabled as a result of mistake or a misidentification of the content; and
• Your name, address, telephone number, and e-mail address, a statement that you consent to the jurisdiction of the federal courts in Broward County, Florida, and a statement that you will accept service of process from the person who provided notification of the alleged infringement.

12.4. If a counter-notice is received by the Copyright Agent, Company may send a copy of the counter-notice to the original complaining party informing that person that it may replace the removed content or cease disabling it in 10 business days. Unless the copyright owner files an action seeking a court order against the content provider, member or user, the removed content may be replaced, or access to it restored, in 10 or more business days after receipt of the counter-notice, at Company's sole discretion.

13. CLASS ACTION WAIVER AND ARBITRATION

THIS SECTION CONTAINS A BINDING ARBITRATION CLAUSE AND CLASS ACTION WAIVER. IT AFFECTS YOUR RIGHTS ABOUT HOW TO RESOLVE ANY DISPUTE WITH US.

Except to the extent contrary to applicable law ("Excluded Disputes"), you hereby agree that all disputes between you and us (whether or not such dispute involves a third party) with regard to your relationship with us, including without limitation disputes related to these Terms, your use of the Service, and/or rights of privacy and/or publicity, may, in our discretion, be resolved by binding, individual arbitration under the American Arbitration Association's rules for arbitration of consumer-related disputes and you hereby expressly waive trial by jury. As an alternative, you may bring your claim in your local "small claims" court, if permitted by that small claims court's rules. You may bring claims only on your own behalf. You agree that you shall not participate in any class action or class-wide arbitration for any claims covered by this Agreement. You also agree not to participate in claims brought in a private attorney general or representative capacity, or consolidated claims involving another person's account, if we are a party to the proceeding. Judgment on the award rendered by the arbitrator may be entered in any court having competent jurisdiction.

14. MISCELLANEOUS.

14.1. You shall comply with all laws, rules and regulations now or hereafter promulgated by any government authority or agency that are applicable to your use of the Services, or the transactions contemplated in this Agreement. You may not assign your rights or obligations hereunder, and any attempt by you to sublicense, assign or transfer any of the rights, duties or obligations hereunder or to exceed the scope of this Agreement is void. In the event that Company is sold to a third party, such a sale will not be deemed a transfer of personal information so long as that third party agrees to assume Company's obligations as to these Terms of Services and any associated Privacy Policy. This Agreement, the Services, and the rights and obligations of the parties with respect to the Services will be subject to and construed in accordance with the laws of the State of Delaware, excluding conflict of law principles. By accessing or using any Services you agree that the statutes and laws of the State of Delaware, without regard to conflicts of law principles thereof, will apply to all matters arising from or relating to the use thereof. You also agree and hereby submit to the exclusive legal jurisdiction and venues of the Courts of Broward County, Florida, with respect to such matters. This is the entire agreement between you and Company with regard to the matters described herein and govern your use of the Services, superseding any prior agreements between you and Company with respect thereto. The failure of Company to exercise or enforce any right or provision of this Agreement shall not constitute a waiver of such right or provision. If any provision of this Agreement is found by a court of competent jurisdiction to be invalid, the parties nevertheless agree that the court should endeavor to give effect to the parties' intentions as reflected in the provision, and the other provisions hereof shall remain in full force and effect. You agree that regardless of any statute or law to the contrary, any claim or cause of action arising out of this Agreement or related to use of the Services must be filed within three (3) months after such claim or cause of action arose or be forever barred.

Any content (in any form) you post or store using the Services is posted or stored at your own risk. We will use reasonable efforts to protect your content, but we cannot and do not guarantee security of all content and recordings. You should not use the Services to send or store sensitive information such as (but not limited to) your address, credit card, health information, and the like.