API License Terms

These API License Terms (“Terms”) govern access to and use by any individual or entity that has a registered account with Beacon for Beacon PRO+ (“Customer,” or “you”) for application programming interfaces and associated software (collectively, the “Beacon APIs”) offered by, as applicable, Beacon Sales Acquisition Inc. or an associate of ours (“Beacon,” “we or us”).  The “Parties” refer to Beacon and Customer and “Party” refers to each of Beacon and Customer.

By clicking an “I agree” or “I accept” button, or using the Beacon APIs, you agree to be bound to these Terms. 

We may revise these Terms or any additional terms and conditions that are relevant to the Beacon APIs from time to time. We will post the revised terms on our website with a “last updated” date. IF YOU CONTINUE TO USE THE BEACON API AFTER THE REVISIONS TAKE EFFECT, YOU AGREE TO BE BOUND BY THE REVISED TERMS. You agree that we shall not be liable to you or to any third party for any modification of the Terms.

YOU REPRESENT AND WARRANT TO BEACON THAT YOU HAVE THE CAPACITY TO ENTER INTO THIS LEGALLY BINDING TERMS. IF YOU ARE USING THE BEACON APIs ON BEHALF OF ANOTHER INDIVIDUAL OR ENTITY, YOU HEREBY REPRESENT AND WARRANT TO BEACON THAT YOU HAVE THE AUTHORITY TO BIND SUCH INDIVIDUAL OR ENTITY TO THESE TERMS.

These Terms are entered into the earlier of (the “Effective Date”): (a) the date you first use of one or more of the Beacon APIs; and (b) the date you agree to be bound by this Terms.  
  
1.    Licenses; Retention of Rights

1.1. Beacon APIs and Beacon Content License. Subject to the terms and conditions of these Terms, we grant you a limited, non-exclusive, non-assignable license to (i) use the Beacon API to retrieve the Beacon Content (as defined below), (ii) use the Beacon Content solely within your internal systems and for your own business purposes subject to the use restrictions set forth below.  

1.2. Retention of Rights. Except to the limited extent expressly provided in these Terms, Beacon does not grant, and you shall not acquire, any right, title or interest in or the Beacon APIs or the Beacon Content.  All rights not expressly granted herein are deemed withheld.

2.    Ownership 

2.1. Beacon APIs and Beacon Content. As between you and Beacon, the Beacon APIs, all content and data provided to you by Beacon via the Beacon APIs (the “Beacon Content”) and all intellectual property rights therein or relating thereto are and shall remain the exclusive property of Beacon. Nothing in these Terms shall be interpreted to provide you with any rights in the foregoing, except the limited right to use the Beacon APIs and the Beacon Content in accordance with these Terms. 

2.2. Feedback. You hereby assign to Beacon all right, title and interest in and to all feedback, suggestions, ideas, improvements and other comments provided by you to Beacon relating to the Beacon APIs and Beacon Content (collectively, "Feedback"), and Beacon will have the unrestricted right to use and disclose Feedback, without duty or obligation to you, and you acknowledge that any improvements, modifications and changes arising from or in connection with your contribution to the Beacon APIs and/or Beacon Content are the exclusive property of Beacon.  

3.    Restrictions on Use; Access. 

3.1. Restrictions on Use of Beacon APIs. Customer acknowledges and agrees that it is responsible for all use by users that it permits to access the Beacon APIs (the “Permitted Users”). Customer will ensure that all use by Permitted Users of the Beacon APIs is in compliance with these Terms and any guidelines and policies made available to Customer from time to time. Except as explicitly permitted in these Terms, Customer will not itself, and will not permit others to:  (a) copy the Beacon APIs; (b) disassemble, reverse engineer, modify, translate, alter or decompile all or any portion of the Beacon APIs; (c) adapt, modify, translate, or create derivative works of the Beacon APIs; (d) probe, test, circumvent, disable, or otherwise interfere with features related to security or authentication measures; (e) distribute, copy, rent, lease, sublicense, assign, transmit, sell or otherwise transfer the Beacon APIs or Customer’s license thereto; (f) use the Beacon APIs in a manner that, as determined by us in our sole discretion, exceeds reasonable request volume, constitutes excessive or abusive usage, or otherwise fails to comply or is inconsistent with any part of any documentation we may provide; (g) use the Beacon APIs to conduct any unlawful or fraudulent activities; or (h) use the Beacon APIs in any way not specifically permitted under these Terms.

3.2. Restrictions on use of Beacon Content.  Except as expressly authorized under these Terms, you may not (a) remove any legal, copyright, trademark or other proprietary rights or notices contained in or on the Beacon Content, (b) charge, directly or indirectly, any fees for access to the Beacon Content, (c) sell, lease, share, transfer, sublicense any Beacon Content directly or indirectly, to any third party or (d) use the Beacon Content in any way to compete or cause any third party to compete with Beacon’s services. 

3.3. Suspension of Access. Beacon may from time to time and in its discretion, without limiting any of its other rights or remedies at law or in equity under these Terms, suspend Customer’s access to or use of the Beacon APIs and the Beacon Content if Customer or any Permitted User violates any provision of these Terms, including, for greater certainty, any of the restrictions of use set forth above or for any other reason that Beacon deems necessary in its discretion.

3.4. Access to the Beacon API; Customer User Account; Responsibility for Permitted Users. To access the Beacon API, Customer will use its registered PRO+ account ( referred to herein as the “Customer User Account”) for use by Customer and its Permitted Users. Customer will ensure that Permitted Users only use the Beacon APIs through the Customer User Account.  Customer will not allow any Permitted User to share the Customer User Account with any other person.  Customer is responsible for maintaining the security of and access to its passwords and files and is responsible for all uses of the Beacon APIs with or without its knowledge or consent. Customer will not disclose passwords, certificates, authorizations, or other access controls to anyone other than Permitted Users, and Customer will use reasonable efforts to prevent unauthorized access to the foregoing. Customer will promptly notify Beacon of any actual or suspected unauthorized use of the Beacon APIs. Beacon reserves the right to suspend, deactivate, or replace the Customer User Account if it determines that the Customer User Account or a Customer’s Google account as applicable, may have been used for an unauthorized purpose.  Customer is responsible for ensuring that all Permitted Users are aware of and comply with the terms of this Terms. Any breach of these Terms by such individuals shall be deemed to be a breach by Customer.   

3.5. Discontinuation. Beacon may discontinue offering one or more of the Beacon APIs at any time without notice.

4.        Term and Termination

4.1. Term. These Terms will commence on the Effective Date and will continue as long as Customer is using the Beacon APIs or is otherwise terminated as set forth herein.  

4.2. Termination for Convenience. Beacon may terminate these Terms at any time and for any reason upon notice to Customer. 

4.3. Termination for Cause. If you fail to comply with any provision of these Terms, Beacon may terminate these Terms immediately and without notice. Upon any such termination, you must cease any further use of the Beacon APIs. If at any time you are not happy with the Beacon APIs or the Beacon Content, your sole remedy is to cease using the foregoing.  

5.        Security; Security Breach

Customer shall have in place and will maintain and comply with a comprehensive information security program that includes physical, electronic, and procedural safeguards and security controls, to maintain and protect the confidentiality, integrity, and availability of the Beacon Content. Customer’s data security program shall include the following:  

5.1. All databases where Beacon Content is stored shall be protected by an industry standard firewall and not connected to the public internet.

5.2. Databases and servers where the Beacon Content is stored shall be segmented within Customer’s network to maintain the smallest level of access required. 

5.3. Unless otherwise prohibited by law, Customer shall notify Beacon of a confirmed security breach with respect to any of Customer’s systems containing any Beacon Content as soon as reasonably practicable, but in no event later than twenty-four (24) hours after the breach has been confirmed to involve Beacon Content (or within such applicable shorter time period if required by law). Customer shall provide Beacon with regular updates with any new details regarding the security breach. A full detailed report about the breach will be provided to Beacon as soon as reasonably practicable but in no event later than sixty (60) days after the confirmed breach. If a law enforcement agency determines that the notification required under this Section 5.3 could impede a criminal investigation or national security activity, then Customer may delay such notification.  Customer shall provide commercially reasonable assistance to Beacon, at Customer’s sole cost, in determining the extent of the unauthorized access or loss of Beacon Content such that Beacon can determine and comply with its reporting obligations under all federal and state laws.  

6.    Confidential Information

The Beacon APIs (including, without limitation, all improvement, derivatives, modifications and the like) and the Beacon Content constitutes Beacon’s confidential information (“Confidential Information”).  Customer hereby agrees (i) to hold the Confidential Information in confidence and to take reasonable precautions to protect such Confidential Information (including, without limitation, at least the same precautions as Customer employs with respect to its own confidential materials), (ii) not to divulge any Confidential Information to any third person, (iii) not to use any Confidential Information except for the purposes set forth in these Terms, and (iv) not to copy or reverse engineer any Confidential Information.  Any employee or independent contractor given access to the Confidential Information must have a legitimate “need to know” and shall be similarly bound in writing.  Vendor acknowledges and agrees that due to the unique nature of Beacon’s Confidential Information, there can be no adequate remedy at law for any breach of its obligations hereunder and therefore, that upon any such breach or any threat thereof, Beacon shall be entitled to appropriate equitable relief in addition to whatever remedies it might have at law. Upon termination of this Agreement for any reason, Customer shall destroy and remove from all computers, hard drives, networks, and other storage media all copies of Beacon’s Confidential Information and shall certify to Beacon that such actions have occurred.

7.        Customer Warranties; Disclaimer 

7.1. Customer represents and warrants that (a) it is not named on any U.S. or other list of persons or entities prohibited from receiving U.S. exports, or transacting with any U.S, (b) it is not a national of, or a company registered in, any jurisdiction in which the provision of the provision of the other party’s goods or services is prohibited under U.S. or other applicable laws or regulations.

7.2. DISCLAIMER. 
 
(a) EXCEPT AS EXPRESSLY PROVIDED IN THESE TERMS, BEACON DOES NOT WARRANT THAT USE OF THE BEACON APIS WILL BE UNINTERRUPTED OR ERROR FREE OR THAT ALL ERRORS CAN OR WILL BE CORRECTED; NOR DOES IT MAKE ANY WARRANTY AS TO THE RESULTS THAT MAY BE OBTAINED FROM USE OF THE BEACON APIS OR THE BEACON CONTENT. EXCEPT AS EXPRESSLY PROVIDED IN THESE TERMS, THE  BEACON APIS AND THE BEACON CONTENT (OR ANY PART THEREOF), ARE PROVIDED “AS IS” AND “AS AVAILABLE” AND BEACON DISCLAIMS ANY REPRESENTATION, CONDITION OR WARRANTY THAT ANY INFORMATION PROVIDED TO YOU IN CONNECTION WITH YOUR USE OF THE BEACON APIS AND THE BEACON CONTENT (OR ANY PART THEREOF) IS ACCURATE, OR CAN OR SHOULD BE RELIED UPON BY YOU FOR ANY PURPOSE WHATSOEVER. 

 (b) TO THE EXTENT PERMITTED BY APPLICABLE LAW, BEACON HEREBY DISCLAIMS ALL IMPLIED, COLLATERAL OR STATUTORY WARRANTIES, REPRESENTATIONS AND CONDITIONS, WHETHER WRITTEN OR ORAL, INCLUDING ANY IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, MERCHANTABLE QUALITY, COMPATIBILITY, TITLE, NON-INFRINGEMENT, SECURITY, RELIABILITY, COMPLETENESS, QUIET ENJOYMENT, ACCURACY, QUALITY, INTEGRATION OR FITNESS FOR A PARTICULAR PURPOSE OR USE, OR ANY WARRANTIES OR CONDITIONS ARISING OUT OF COURSE OF DEALING OR USAGE OF TRADE. WITHOUT LIMITING THE GENERALITY OF ANY OF THE FOREGOING, BEACON EXPRESSLY DISCLAIMS ANY REPRESENTATION, CONDITION OR WARRANTY THAT ANY DATA OR INFORMATION PROVIDED TO CUSTOMER IN CONNECTION WITH CUSTOMER’S USE OF THE SERVICE (OR ANY PART THEREOF) IS ACCURATE, OR CAN OR SHOULD BE RELIED UPON BY CUSTOMER FOR ANY PURPOSE WHATSOEVER.

8.         Indemnification

YOU AGREE TO INDEMNIFY, DEFEND (AT BEACON’S OPTION), AND HOLD BEACON AND ITS RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, MEMBERS, SHAREHOLDERS, CONTRACTORS, OR REPRESENTATIVES (AND ALL SUCCESSORS AND ASSIGNS OF ANY OF THE FOREGOING), HARMLESS FROM AND AGAINST ANY CLAIM OR DEMAND, INCLUDING WITHOUT LIMITATION, REASONABLE ATTORNEYS’ FEES AND DISBURSEMENTS, MADE BY ANY THIRD PARTY IN CONNECTION WITH OR ARISING OUT OF YOUR USE OF THE BEACON APIS AND/OR THE BEACON CONTENT, YOUR VIOLATION OF THESE TERMS, OR YOUR VIOLATION OF ANY APPLICABLE LAW. WE RESERVE THE RIGHT, AT OUR OWN EXPENSE, TO ASSUME THE EXCLUSIVE DEFENSE AND CONTROL OF SUCH DISPUTES, AND IN ANY EVENT, YOU WILL COOPERATE WITH US IN ASSERTING ANY AVAILABLE DEFENSES.

9.        Limitation of Liability. 

IN NO EVENT SHALL BEACON OR ITS AFFILIATES OR ANY OF THEIR RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES, OR AGENTS BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, OR CONSEQUENTIAL DAMAGES, OR ANY PENALTIES, CLAIMS FOR REVENUE, PROFITS, COSTS OF PROCUREMENT FOR SUBSTITUTE GOODS OR SERVICE OR BUSINESS OPPORTUNITIES, ARISING OUT OF THESE TERMS OR ANY ADDENDUM THERETO, UNDER ANY CAUSE OF ACTION OR THEORY OF LIABILITY, WHETHER IN CONTRACT OR IN TORT INCLUDING NEGLIGENCE, EVEN IF BEACON HAD BEEN ADVISED OF SUCH DAMAGES. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL BEACON’S MAXIMUM AND AGGREGATE LIABILITY HEREUNDER FOR ANY CAUSE OF ACTION OR THEORY OF LIABILITY EXCEED $100.

Some jurisdictions do not allow the exclusion of certain warranties or the limitation or exclusion of liability for incidental or consequential damages. Accordingly, some of the above limitations may not apply to you.  

If you are a California resident, you hereby waive California Civil Code §1542, which says: “A general release does not extend to claims which the creditor does not know or suspect to exist in his favor at the time of executing the release, which if known by him or her must have materially affected his or her settlement with the debtor.” This release includes the criminal acts of others.

10.        Notices.  Notices sent to either Party will be effective when delivered in writing and in person or by email, one day after being sent by overnight courier, or five days after being sent by first class mail postage prepaid to the official contact designated by the Party to whom a notice is being given. Notices will be sent: (i) if to Beacon, to the following address:

If to Beacon: 

Beacon Sales Acquisition, Inc.
505 Huntmar Park Drive 
Suite 300
Herndon, VA 20170
Attn:  General Counsel
Email: legal@becn.com

If to Customer: 

 To the current postal or email address that Beacon has on file for you.
Beacon may change its contact information by posting the new contact information on its website or by giving notice thereof to you. You are solely responsible for keeping your contact information on file with Beacon current at all times during the Term.

11.        Governing Law and Venue

This Agreement shall be governed by and construed in accordance with the internal laws of the State of Delaware without giving effect to any choice or conflict of law provision or rule that would cause the application of laws of any jurisdiction other than those of the State of Delaware.  Any legal suit, action or proceeding arising out of this Agreement or the services provided hereunder shall be instituted in a court of competent jurisdiction sitting in the state of Delaware and each Party irrevocably submits to the exclusive jurisdiction of such courts in any such suit, action or proceeding.  Service of process, summons, notice, or other document by mail to such Party’s address set forth herein shall be effective service of process for any suit, action or other proceeding brought in any such court.  The Parties specifically waive their right to a jury trial.  

12.        General Information

12.1. Statute of Limitations. You agree that regardless of any statute or law to the contrary, any claim or cause of action arising out of or related to the use of the Beacon API or Beacon Content or these Terms must be filed within one (1) year after such claim or cause of action arose or be forever barred.

12.2. Section Titles. The section titles in the Terms are for convenience only and have no legal or contractual effect.

12.3. Construction. Except as otherwise provided in these Terms, the Parties’ rights and remedies under these Terms are cumulative and are in addition to, and not in substitution for, any other rights and remedies available at law or in equity or otherwise. The terms “include” and “including” mean, respectively, “include without limitation” and “including without limitation.” The headings of sections of these Terms are for reference purposes only and have no substantive effect.

12.4. Survival. The following Sections, together with any other provision of this Terms which expressly or by its nature survives termination or expiration, or which contemplates performance or observance subsequent to termination or expiration of this Terms, will survive expiration or termination of this Terms for any reason: Section 2 (Ownership) 6 (Confidential Information), Section 7 (Customer Warranties; Disclaimer), Section 8 (Indemnification) Section 9 (Limitation of Liability), Section 10 (Notices), Section 11 (Governing Law and Venue) and Section 12 (General Information).

12.5.  Assignment. Beacon may, upon giving written notice to you, assign its rights and obligations under these Terms to any of its affiliates or pursuant to a merger, sale, or other corporate reorganization of all or substantially all of its assets. In this case, such assignee will have and may exercise all the rights, and will assume all of the obligations, of Beacon under these Terms, except that the assignment will not release Beacon from liability for Beacon’s obligations under these Terms. Except for such permitted assignment, neither Party may assign these Terms or any rights or obligations under these Terms without the prior written consent of each of the other Party. These Terms enure to the benefit of and is binding upon the Parties and their respective successors and permitted assigns.

12.6. Severability. Any provision of these Terms found by a tribunal or court of competent jurisdiction to be invalid, illegal or unenforceable will be severed from these Terms and all other provisions of these Terms will remain in full force and effect.

12.7. Waiver. A waiver of any provision of these Terms will be in writing and a waiver in one instance will not preclude enforcement of such provision on other occasions.

12.8. Independent Contractors. Beacon’s relationship to you is that of an independent contractor, and neither Party is an agent or partner of the other. Neither Party will have, and neither Party will represent to any third party that it has, any authority to act on behalf of the other Party.

12.9. Entire Terms. These Terms constitute the entire Terms between the Parties with respect to the subject matter of these Terms and supersede all prior or contemporaneous agreements, representations or other communications between the Parties, whether written or oral.