PLEASE READ THE FOLLOWING TERMS AND CONDITIONS OF USE CAREFULLY BEFORE USING THIS WEBSITE. All users of this site agree that access to and use of this site are subject to the following terms and conditions and other applicable law. If you do not agree to these terms and conditions, please do not use this site. Note that Beep Xtra Service Ltd will be referred occasionally as 'beepxtra' in the terms of this agreement.
The entire content included in this site, including but not limited to text, graphics or code is copyrighted as a collective work under the United States and other copyright laws, and is the property of Beep Xtra Service Ltd. The collective work includes works that are licensed to Beep Xtra Service Ltd. Copyright 2013, Beep Xtra Service Ltd ALL RIGHTS RESERVED. Permission is granted to electronically copy and print hard copy portions of this site for the sole purpose of placing an order with Beep Xtra Service Ltd or purchasing Beep Xtra Service Ltd products. You may display and, subject to any expressly stated restrictions or limitations relating to specific material, download or print portions of the material from the different areas of the site solely for your own non-commercial use, or to place an order with Beep Xtra Service Ltd or to purchase Beep Xtra Service Ltd products. Any other use, including but not limited to the reproduction, distribution, display or transmission of the content of this site is strictly prohibited, unless authorized by Beep Xtra Service Ltd. You further agree not to change or delete any proprietary notices from materials downloaded from the site.
All trademarks, service marks and trade names of Beep Xtra Service Ltd used in the site are trademarks or registered trademarks of Beep Xtra Service Ltd
This site and the materials and products on this site are provided "as is" and without warranties of any kind, whether express or implied. To the fullest extent permissible pursuant to applicable law, Beep Xtra Service Ltd disclaims all warranties, express or implied, including, but not limited to, implied warranties of merchantability and fitness for a particular purpose and non-infringement. Beep Xtra Service Ltd does not represent or warrant that the functions contained in the site will be uninterrupted or error-free, that the defects will be corrected, or that this site or the server that makes the site available are free of viruses or other harmful components. Beep Xtra Service Ltd does not make any warrantees or representations regarding the use of the materials in this site in terms of their correctness, accuracy, adequacy, usefulness, timeliness, reliability or otherwise. Some states do not permit limitations or exclusions on warranties, so the above limitations may not apply to you.
In short, the following terms apply:
- a) Beepxtra makes no express or implied warranties, including without limitation warranties of title, non-infringement, merchantability, or fitness for a particular purpose. Beepxtra does not warrant that the Service will be uninterrupted, or error-free. The Service is provided with no warranties regarding protection from attacks, data integrity, or data availability. No communication between the Customer and Beepxtra will create a warranty or in any way alter or restrict any disclaimer of warranty or limitation of liability set forth in this Section 8 or elsewhere in this Agreement. As used in the previous sentence, "communications" include, without limitation, marketing materials and representations of salespeople, advice provided by Beepxtra or any of its representatives, quotes, the Customer's Signup, and any work order or other ordering document.
- b) Beepxtra will not be liable for any consequential, incidental, indirect, exemplary, punitive, or multiple damages, even if advised in advance of the possibility of such damages
- c) Except to the extent specifically provided above, and except to the extent that applicable law specifically forbids such limitation of liability, beepxtra will have no liability whatsoever for any claims, losses, actions, damages, suits, or preceedings resulting from any of the following or from any beepxtra efforts to address or mitigate any of the following:
- i) Security breaches, including without limitation eavesdropping, third party access to the customer data or to assigned terminals, third party access to or misuse of passwords provided to beepxtra.
- ii) Release or exposure, for any other reason, of personally identifiable information or other private data, including data belonging to the customer's own customers and other users.
- iii) Denial of Service attacks, viruses, worms, and other intentional interference by third parties, including without limitation by other beepxtra customers.
- iv) Loss of data or loss of access to data.
- v) Actions of third parties, including without limitation other beepxtra customers and third party products and services providers.
- vi) Actions of beepxtra employees, agents, or contractors acting outside the scope of their duties.
- vii) Mistakes, omissions, interruptions, deletions of data, errors, defects, delays in operation, or other failures of performance of the service, including without limitation accidental disconnection and termination of service.
- viii) The accuracy, completeness, and usefulness of the service.
- d) The liabilities limited by this section apply:
- i) To liability for negligence
- ii) Regardless of the form of action, whether in contract, tort, strict product liability, or otherwise.
- iii) Even if beepxtra is advised in advance of the possibility of the damages in question and even if such damages were foreseeable.
- iv) Even if the customer's remedies fail of their essential purpose. . Beepxtra's limitations and exclusions of liability and disclaimers of warranty, set forth in this Section and elsewhere in this Agreement apply equally to Beepxtra's officers, employees, agents, contractors, representatives, suppliers, subsidiaries, parents, and affiliated companies. The Customer acknowledges and agrees that Beepxtra has set its prices and entered into this Agreement in reliance upon such limitations of liability, and that such limitations of liability form an essential basis of the bargain between Beepxtra and the Customer.
Limitation of Liability
Beep Xtra Service Ltd shall not be liable for any special or consequential damages that result from the use of, or the inability to use, the materials on this site or the performance of the products, even if Beep Xtra Service Ltd has been advised of the possibility of such damages. Applicable law may not allow the limitation of exclusion of liability or incidental or consequential damages, so the above limitation or exclusion may not apply to you.
In the event that a Beep Xtra Service Ltd product is mistakenly listed at an incorrect price, Beep Xtra Service Ltd reserves the right to refuse or cancel any orders placed for product listed at the incorrect price. Beep Xtra Service Ltd reserves the right to refuse or cancel any such orders whether or not the order has been confirmed and your credit card charged. If your credit card has already been charged for the purchase and your order is cancelled, Beep Xtra Service Ltd shall issue a credit to your credit card account in the amount of the incorrect price.
These terms and conditions are applicable to you upon your accessing the site and/or completing the registration or shopping process. These terms and conditions, or any part of them, may be terminated by Beep Xtra Service Ltd without notice at any time, for any reason. The provisions relating to Copyrights, Trademark, Disclaimer, Limitation of Liability, Indemnification and Miscellaneous, shall survive any termination.
- a) This Agreement will continue until terminated by either party pursuant to the procedures set forth in this Section.
- b) Customer may terminate this Agreement for material breach, effective on 30 days' written notice specifying the nature of the breach, provided this Agreement will not terminate if Beepxtra cures the breach before the effective date of termination. Customer may also terminate this Agreement for convenience. Customer will provide notice of any termination through the online cancellation form in the Customer Portal.
- c) Beepxtra may terminate the Service, any portion thereof, or this Agreement for material breach, including without limitation any breach of the provisions of the AUP, without advanced notice. Beepxtra is not required to refund any fees paid or prepaid after such termination. Beepxtra may also terminate this Agreement for convenience at any time. Beepxtra will provide 30 days' advanced written notice of any termination for convenience.
- d) No customer is allowed to sell, switch, or exchange services provided by Beep Xtra Service Ltd at any time.
Beep Xtra Service Ltd may deliver notice to you by means of e-mail, a general notice on the site, or by other reliable method to the address you have provided to Beep Xtra Service Ltd.
- a) Customer represents that it has read the AUP, and Customer will adhere to its requirements.
- i) Without limiting the generality of the foregoing, Customer will not allow the Service or Beepxtra equipment to be used for activities prohibited by the AUP. Third party violations of the AUP using Customer's Service, including, points of access to the Internet, systems, software, or equipment assigned to Customer, will be considered violations by Customer.
- ii) Notwithstanding any provision to the contrary in this Agreement, and without limiting any of Beepxtra's rights or remedies, Beepxtra may suspend Service in whole or in part in the event that Beepxtra reasonably suspects an AUP violation. Reasonable suspicion pursuant to the preceding sentence includes, without limitation, a third party notice or claim that Customer's use of the Service infringes on third party rights. Beepxtra will make reasonable efforts to notify Customer before any such suspension, unless the AUP violation calls for immediate action to prevent injury or liability, in Beepxtra's opinion and at its sole discretion. Suspension pursuant to this Subsection (a)(ii) may continue so long as Beepxtra reasonably suspects an AUP violation. Beepxtra is not liable for any Service suspension authorized by this Subsection (a)(ii), or for any related loss, even if the suspected AUP violation did not occur.
- iii) Beepxtra has no obligation to monitor the Service for AUP violations or for other illegal or improper conduct but may do so and may disclose information regarding use of the Service for any reason, including: to satisfy laws, regulations, or governmental, legal, or law-enforcement requests; to operate the Service properly; and to protect itself and its customers. Beepxtra may grant law enforcement agencies access to its equipment, including equipment used to provide the Service to Customer.
- iv) Use of unofficial material not provided by Beepxtra, must first be submited to Beepxtra and written consent must be obtained with a Beepxtra Compliance Watermark.
- v) Beepxtra does not condone the use of spamming.
Maintenance & Security.
- a) Beepxtra may interrupt Service to perform maintenance on Beepxtra equipment or to address and/or mitigate the effects of security breaches, virus attacks, denial of service attacks, and other intentional interferences by third parties. Beepxtra will exercise reasonable efforts to inform the Customer before interrupting Service and to repair the Service promptly.
- b) The Customer will promptly report any Service failure to Beepxtra via the online ticketing system in the customer Portal. Beepxtra is not responsible for providing physical access to or copies of software, data, or content stored on Beepxtra's equipment under any circumstances and is not required to provide access
- i) after any termination or suspension of the Customer's Service or
- ii) in the event of hardware failure, abuse by hackers or other third parties, improper administration by the Customer, or other interruption of network access.
Private and Confidential Information.
- b) The Customer will not use Confidential Information (as defined below) for any purpose other than to facilitate the Service. Except as specifically authorized in writing in advance by Beepxtra, the Customer will not disclose Confidential Information to any third party, and will prevent any such disclosure of Confidential Information in the Customer's possession or control. Without limiting the generality of the foregoing, the Customer will take reasonable precautions to protect Confidential Information and will not disclose Confidential Information to any of its employees or contractors who do not need to know. Notwithstanding the foregoing, the Customer may disclose Confidential Information as required by applicable law or by proper legal or governmental authority; provided the Customer gives Beepxtra advanced notice reasonably sufficient to allow Beepxtra to seek a protective order or otherwise to contest such required disclosure, and reasonably cooperates in such effort. The Customer will promptly notify Beepxtra in writing of any misuse or misappropriation of Confidential Information that comes to the Customer's attention and will cooperate with Beepxtra in investigating any such misappropriation and in mitigating any damages caused. Upon termination of this Agreement or upon Beepxtra's written request, the Customer will return all Confidential Information to Beepxtra and certify, in writing, the destruction of any copies thereof.
- i) "Confidential Information" refers to any information Beepxtra provides to the Customer in any form and marks "Confidential," and any information Beepxtra discloses orally and identifies as "Confidential" on or before disclosure. However, Confidential Information does not include information that: (A) is in the Customer's possession at the time of original disclosure by Beepxtra; or (B) becomes known publicly, before or after disclosure, other than as a result of the Customer's improper action or inaction.
- ii) The Customer agrees that breach of the provisions of this Subsection might cause Beepxtra irreparable injury for which monetary relief would not provide adequate compensation, and that in addition to any other remedies available, Beepxtra will be entitled to preliminary, temporary, and/or permanent injunctive relief against such breach or threatened breach, without the necessity of proving actual damages
- a) Title and intellectual property rights to the Service and all components thereof are owned by Beepxtra and its licensors and suppliers. All hardware and addresses provided by Beepxtra are licensed to the Customer temporarily and remain Beepxtra's sole and exclusive property. This Agreement does not grant the Customer a license to any software used to provide the Service or associated with the Service (collectively, "Software"), or to any other software, by implication, by estoppel, or otherwise. Without limiting the generality of the foregoing, the Customer will not reproduce, reverse engineer, decompile, or disassemble the Software. The logos, service marks, and trademarks (collectively, "Trademarks") displayed on Beepxtra's website and through the Service, whether or not registered, belong to Beepxtra and its licensors and suppliers. Neither this Agreement nor any Beepxtra website grants a license to any Trademark, by implication, by estoppel, or otherwise. Beepxtra may include the Customer's name in any list of the customers used for marketing or other purposes.
- b) The Customer is responsible for maintaining the confidentiality of its usernames and passwords, and the Customer will not transfer or sell to any third party such usernames or passwords, or Customer's access to the Service.
- c) Beepxtra is not obligated to sell the Customer any Service feature not listed in the Customer's Signup, or to provide more Service than required by such Signup.
- d) During the term of this Agreement and for 180 days thereafter, the Customer will not encourage or solicit any Beepxtra employee or independent contractor to leave Beepxtra's employ, or otherwise interfere with Beepxtra's employment relationships.
- e) The parties agree that the fees listed as liquidated damages in Subsection 2(c) and elsewhere in this Agreement do not constitute penalties and are reasonable in light of the harm that will be caused by breach, the difficulties of proof of loss, and the inconvenience and infeasibility of otherwise obtaining an adequate remedy. No remedy of Beepxtra provided in this Agreement for late payment, declined credit card charges, or other breaches will limit any other right or remedy of Beepxtra at law or in equity.
- f) All written communications to the Customer will be deemed delivered if sent to the contact points provided to Beepxtra at the time of order, or to such other contact points as the Customer provides in writing. Customer will include a valid e-mail address with such contact points. All written communications to Beepxtra will be mailed to the Customer, unless Beepxtra notifies the Customer in writing of alternate contact information, except to the extent that this Agreement provides that such communication will be made through the Customer Portal.
- g) Beepxtra may revise this Agreement from time to time by posting an amended version at the Beepxtra website and sending the Customer written notice thereof.
- h) This Agreement is to be construed in accordance with and governed by the internal laws of the British Virgin Islands without giving effect to any choice of law rule that would cause the application of the laws of any other jurisdiction other than the internal laws of the British Virgin Islands to the rights and duties of the parties. The parties hereby consent to personal and exclusive jurisdiction and venue of the courts of the British Virgin Islands.
- i) to resolve any complaint regarding the Service or receive any further information regarding the Service, the Customer should contact Beepxtra at the contact points provided on Beepxtra's website under "Contact Us"; and
- j) The Customer will not use the Service in any way that violates applicable laws or regulations.
- k) No delay, failure, or waiver of either party's exercise or partial exercise of any right or remedy under this Agreement will operate to limit, impair, preclude, cancel, waive, or otherwise affect such right or remedy. To the extent caused by force majeure, no delay, failure, or default will constitute a breach of this Agreement.
- l) In the event of any conflict between these Terms of Service and any other element of this Agreement, or any ordering document or statement of work, these Terms of Service will govern.
- m) The Customer may not assign this Agreement or any of its rights or obligations hereunder without Beepxtra's express written consent. Except to the extent forbidden in the previous sentence, this Agreement will be binding upon and inure to the benefit of the respective successors and assigns of the parties.
- n) If any provision of this Agreement is held invalid, illegal, or unenforceable, including without limitation as a result of unconscionability or inconsistency with public policy, such provision will be construed so as to come as close as possible to its intended meaning, and the validity, legality, or enforceability of the remaining provisions will in no way be impaired.
- o) This Agreement, including those documents incorporated by reference, embodies the final, full, and exclusive statement of the agreement between the parties, and supersedes all prior agreements, negotiations, representations, and proposals, written or oral, relating to its subject-matter.
- p) In the case of loss of card it is the responsibility of the Customer to inform Beepxtra via the website or at a Beepxtra store.
Use of Site
Harassment in any manner or form on the site, including via e-mail, chat, or by use of obscene or abusive language, is strictly forbidden. Impersonation of others, including a Beep Xtra Service Ltd or other licensed employee, host, or representative, as well as other members or visitors on the site is prohibited. You may not upload to, distribute, or otherwise publish through the site any content which is libelous, defamatory, obscene, threatening, invasive of privacy or publicity rights, abusive, illegal, or otherwise objectionable which may constitute or encourage a criminal offense, violate the rights of any party or which may otherwise give rise to liability or violate any law. You may not upload commercial content on the site or use the site to solicit others to join or become members of any other commercial online service or other organization.
Beep Xtra Service Ltd does not and cannot review all communications and materials posted to or created by users accessing the site, and is not in any manner responsible for the content of these communications and materials. You acknowledge that by providing you with the ability to view and distribute user-generated content on the site, Beep Xtra Service Ltd is merely acting as a passive conduit for such distribution and is not undertaking any obligation or liability relating to any contents or activities on the site. However, Beep Xtra Service Ltd reserves the right to block or remove communications or materials that it determines to be (a) abusive, defamatory, or obscene, (b) fraudulent, deceptive, or misleading, (c) in violation of a copyright, trademark or; other intellectual property right of another or (d) offensive or otherwise unacceptable to Beep Xtra Service Ltd in its sole discretion.
The Customer will defend, indemnify, and hold harmless Beepxtra (including its officers, employees, agents, contractors, representatives, suppliers, subsidiaries, parents, and affiliated companies) from a claim by any of the Customer's customers or users, or any other third party, arising out of or related to the Customer's use of, misuse of, or failure to use the Service, including without limitation:
- a) alleged Customer conduct that would breach this Agreement, including alleged infringement of intellectual property or privacy rights and other AUP violations;
- b) security breaches or other alleged faults in the Service, faults leading to the release or exposure of personally identifiable information or other private data
- c) any action taken by Beepxtra as part of an investigation into a suspected violation of this Agreement or as a result of its conclusion that a violation has occurred. Such Customer obligation includes payment of losses, expenses, damages, judgments, settlements, and costs, including without limitation attorneys' fees.
In an attempt to provide increased value to our visitors, Beep Xtra Service Ltd may link to sites operated by third parties. However, even if the third party is affiliated with Beep Xtra Service Ltd, Beep Xtra Service Ltd has no control over these linked sites, all of which have separate privacy and data collection practices, independent of Beep Xtra Service Ltd. These linked sites are only for your convenience and therefore you access them at your own risk. Nonetheless, Beep Xtra Service Ltd seeks to protect the integrity of its web site and the links placed upon it and therefore requests any feedback on not only its own site, but for sites it links to as well (including if a specific link does not work).