Beetle Terms of Service

1.Agreement to these terms

These Terms of Service (the "Terms") are a binding contract between you andGourmet Marketing LLC, a New Jersey limited liability companywith its principal place of business at [street address, city, NJ, ZIP]("Beetle," "we," "us" or "our"). They govern your access to and use of the Beetle platform at beetlehq.com, the Beetle web application, its component apps, its APIs, its exports and reports, and every related service we make available (together, the "Platform").

By creating an account, clicking to accept, signing an order form that references these Terms, accepting an invitation to a workspace, accessing a shared or guest view, or otherwise using the Platform, you agree to these Terms. If you do not agree, do not use the Platform.

If you are accepting on behalf of a company, agency, or other organization, you represent that you have authority to bind that organization, and "you" means both you personally and that organization, which are jointly and severally responsible under these Terms.

If we have signed a separate written agreement or order form with you, that document controls where it conflicts with these Terms. Everything in these Terms that it does not address still applies.

2.Definitions

• "Affiliate" means any entity that controls, is controlled by, or is under common control with a party.
• "Authorized User" means an individual you invite or permit to access the Platform under your account, including employees, contractors and other personnel you approve. For purposes of these Terms, a person is also treated as having access if you permit that person to view or observe any non-public portion of the Platform through screen sharing, video conference, remote desktop, live or recorded demonstration, in-person walkthrough, screenshot, screen recording, or similar means, whether or not that person receives credentials.
• "Business User" means a customer that uses the Platform for business, commercial, professional or agency purposes, including sole proprietors and freelancers.
• "Consumer User" means an individual who uses the Platform primarily for personal, family or household purposes.
• "Competing Product" means any software, service, tool, template, dashboard, spreadsheet system or platform that performs, in whole or in material part, functions substantially similar to the Platform or any of its apps, including multi channel marketing performance reporting, booking engine and hospitality metrics analytics, AI visibility measurement and AI audits, semantic SEO scoring and content briefing, and automated client reporting.
• "App" means a distinct functional module of the Platform, whether or not separately named or separately priced, including the modules described in Section 3.
• "Core Functionality" means the specific features and apps identified in your Order Form or, for self serve plans, described on the pricing page for your plan at the time you subscribed.
• "Customer Data" means data you upload, and data retrieved on your instruction from your connected third party accounts, together with the report outputs generated from that data specifically for you. Customer Data does not include the Platform Materials embodied in or underlying those outputs, including report structure, layout, component design, metric definitions, taxonomies, scoring methodologies, weightings and thresholds, in which you receive only the license in Section 11.
• "Documentation" means the user guides, help content, onboarding material and specifications we make available for the Platform.
• "Order Form" means an ordering document, online checkout, or written quote for a subscription that references these Terms.
• "Platform Materials" means the items listed in Section 10(a) through 10(i).
• "Privacy Policy" means our privacy policy published at beetlehq.com/privacy, as updated from time to time.
• "Subscription Term" means the period stated in your Order Form or, for self serve plans, the recurring billing period you selected. For a free trial, demo, sample, beta or guest account with no billing period, Subscription Term means the period during which you have access to the Platform under that account.

3.The Platform

Beetle is a hosted platform made up of connected Apps, which may include performance reporting, booking engine analytics, AI visibility and AI audits, semantic SEO tooling, client hubs, and assistant features. We may add, change, rename, combine or retire Apps and features. We will not materially reduce your Core Functionality during a paid Subscription Term without offering you a prorated refund of prepaid fees for the remainder of that term.

3.1 Availability and maintenance

We aim to keep the Platform available and will use commercially reasonable efforts to do so, but we do not commit to a specific uptime percentage unless your Order Form states one. We may perform scheduled maintenance, and will give advance notice through the Platform or by email where practicable. We may perform emergency maintenance at any time without notice. Downtime caused by scheduled or emergency maintenance, third party platform or API outages, your connectivity, or force majeure is excluded from any availability commitment.

3.2 Support

We provide support by email at support@beetlehq.comduring normal business hours, Monday to Friday, excluding United States public holidays, at the level stated in your Order Form or on your plan's pricing page. Support does not include custom development, data migration, or configuration work unless separately agreed in writing.

3.3 Third party dependencies

Certain features depend on third party platforms and their APIs. Those platforms change, rate limit, deprecate and restrict access outside our control, and we do not guarantee continued availability of any specific integration.

3.4 Seats, limits and overage

Your plan or Order Form states your seat count and any usage limits, including limits on connected accounts, clients, reports, API calls, exports and AI operations. Current limits for your plan are shown in your account. If you exceed them we may, at our option, apply the published overage rate, require you to upgrade, or throttle the excess use, in each case after notifying you.

4.Accounts, workspaces and roles

You must provide accurate registration information and keep it current. You are responsible for all activity under your account and under every Authorized User you invite, and for maintaining the confidentiality of credentials. Notify us promptly at security@beetlehq.com if you suspect unauthorized access.

Accounts are for named individuals. Credentials may not be shared, sold, rented, transferred or used concurrently by more than one person. Access is licensed per seat unless your Order Form says otherwise.

Workspace Owners and Admins control roles, permissions, project visibility and guest access within their workspace. You are responsible for configuring those permissions correctly, and for the acts and omissions of every Authorized User as if they were your own.

You must be at least 18 years old, or the age of majority where you live, to hold an account.

4.1 Business User or Consumer User

When you register you must tell us whether you are using the Platform for business purposes or for personal, family or household purposes. If you register on behalf of an organization, register with a business email domain, connect an advertising, analytics, booking or search console account belonging to a business, use client reporting or guest sharing features, or pay through a business entity, you are a Business User. If you make no selection and none of those apply, you are treated as a Consumer User. You may ask us to change your classification at any time by writing tolegal@beetlehq.com, and we will apply the change going forward.

5.Subscriptions, fees, renewal and taxes

Fees are stated in your Order Form or at checkout, are quoted in US dollars, and are payable in advance. Except as expressly stated in these Terms or required by law, fees are non refundable and payment obligations are non cancelable.

5.1 Automatic renewal

Subscriptions renew automatically for successive periods equal to the prior term unless you cancel before the current term ends. We will charge your payment method on file at the then current rate for the renewal term. We will send a renewal reminder to your account email before each renewal of a term of one year or longer. You may cancel at any time from your account settings or by emailingbilling@beetlehq.com, and cancellation takes effect at the end of the current paid term.

5.2 Price changes

We may change prices for renewal terms with at least thirty days notice to your account email. If you do not accept a price change, cancel before the renewal date.

5.3 Late payment and suspension

Undisputed amounts more than fifteen days overdue may accrue interest at the lesser of 1.5 percent per month or the maximum permitted by New Jersey law. We may suspend access for non payment after giving you at least ten days written notice and an opportunity to cure.

5.4 Taxes

Fees exclude sales, use, VAT, GST and similar taxes, which are your responsibility other than taxes on our net income.

6.Free trials, demos, sample accounts and beta features

We may offer free trials, demo environments, sample or template accounts, and features labeled beta, preview or early access. These are provided as is, may be modified or discontinued at any time, and carry no availability, accuracy or support commitment. Data in demo, sample and template accounts is illustrative and is not real client performance data. Access to a trial, demo or beta feature is access to the Platform. Sections 10 through 17 apply to that access in full, and Sections 18 and 19 apply according to their own terms.

7.Connected data sources and third party platforms

The Platform can connect to third party accounts you control or are authorized to access, which may include Google Analytics, Google Ads, Google Search Console, Google Business Profile, Meta advertising platforms, booking engines, property and revenue systems, search and AI visibility data providers, and others. By connecting an account you:

1. represent that you own it or have written authorization from its owner to connect it and to process its data through the Platform;
2. authorize us to access, retrieve, store, process and display that data to provide the Platform to you;
3. agree to comply with each third party platform's own terms, policies and API terms, which continue to govern your relationship with that platform; and
4. accept that we are not responsible for the accuracy, completeness, availability, latency, sampling, attribution methodology or retention limits of third party data.

You may revoke a connection at any time. Revoking a connection may remove historical reporting that depended on it.

8.Your data, and how we use it

You own Customer Data. As between you and us, you retain all right, title and interest in Customer Data. You grant us a worldwide, non exclusive, royalty free license to host, copy, transmit, process, display and create derived outputs from Customer Data solely to provide, secure, support and improve the Platform for you, and to comply with law.

We may generate and use aggregated, de-identified statistical data derived from use of the Platform for benchmarking, capacity planning, product improvement and analytics, provided that such data does not identify you, your Authorized Users, your clients, or any individual, and is not disclosed in a form from which you or your clients could reasonably be identified.

You are responsible for having the legal right to provide Customer Data, including any consents or notices required for personal data contained in it, and for its accuracy and legality. Our handling of personal data is described in our Privacy Policy, which is incorporated into these Terms by reference.

8.1 Security

We will maintain commercially reasonable technical, administrative and organizational measures designed to protect Customer Data against unauthorized access, disclosure, alteration and destruction, appropriate to the nature of the data and the risk. These include encryption of data in transit, access controls and role based permissions, logging, and periodic review of our security practices. No system is completely secure, and we do not warrant that Customer Data will never be subject to unauthorized access.

8.2 Subprocessors

We use third party service providers to host and operate the Platform and to deliver certain features, including cloud infrastructure, data providers and machine learning model providers. We remain responsible for their performance of the obligations in this Section 8. A current list is available on request and is published in our Privacy Policy.

8.3 Incident notification

If we become aware of a security incident that has resulted in unauthorized access to or disclosure of your Customer Data, we will notify you without undue delay, and in any event within the period required by applicable law, and will provide the information reasonably available to us about the incident and the steps we are taking.

8.4 Data processing terms

Where we process personal data on your behalf and applicable data protection law requires a written processing agreement, our Data Processing Addendum applies and is incorporated into these Terms by reference. If you require a signed copy, contactlegal@beetlehq.com.

8.5 Export and deletion

On termination we will make Customer Data available for export for thirty days, after which we may delete it in the ordinary course, subject to backup retention cycles and legal retention obligations.

9.AI and automated analysis features

The Platform includes assistant, summarization, audit, scoring and recommendation features that use machine learning, including third party model providers. You understand and agree that:

1. outputs are probabilistic, may be incomplete or wrong, and must be reviewed by a qualified person before you rely on them or send them to a client;
2. outputs are not professional, financial, legal or marketing advice, and we make no warranty of accuracy;
3. you will not present AI generated output to your clients or the public in a way that misrepresents it as verified fact when it has not been verified;
4. scoring outputs, grades, indexes and recommendations are proprietary analytical products of the Platform and are Platform Materials under Section 10, even where the underlying inputs are Customer Data; and
5. you will not use outputs, prompts, embeddings or any part of the Platform to train, fine tune, evaluate, distill or benchmark any machine learning model, other than models we operate on your behalf inside the Platform; and
6. you will not provide or submit any Platform Materials, Confidential Information, screen, screenshot, recording, report, export, output, prompt, workflow, metric definition, scoring methodology, feature description, Documentation or other information obtained from the Platform as input, context, reference material, instructions or examples to any generative AI system, large language model, coding agent, automated development system or similar technology, including systems used for software generation, for the purpose of copying, recreating, approximating, reverse engineering, analyzing, designing, developing, testing or improving a Competing Product or substantially similar functionality.

10.Our intellectual property

The Platform and everything in it, other than Customer Data, is and remains our exclusive property and that of our licensors. Without limiting that, "Platform Materials" means all of the following, in each case whether or not registrable, published, or marked as proprietary:

1. the software, source code, object code, scripts, data models, schemas, pipelines, APIs and infrastructure of the Platform;
2. the user interface, screen layouts, navigation structures, information architecture, component library, interaction patterns, iconography, typography system, color system and visual design of the Platform;
3. the structure, selection, sequence, arrangement, naming and presentation of reports, report pages, report templates, dashboards, cards, tables, charts, leaderboards, comparison views and export documents;
4. the metric catalogs, metric definitions, dimension groupings, category taxonomies, normalization rules and data mappings used to unify data across sources;
5. the scoring methodologies, grading systems, weighting schemes, indexes, formulas, thresholds, algorithms and heuristics used in any analysis, audit, score, grade or recommendation the Platform produces;
6. prompts, prompt structures, system instructions, evaluation criteria and orchestration logic used in AI features;
7. the Documentation, onboarding flows, templates, sample accounts, and training material;
8. the Beetle name, logo, product names, app names and all other trademarks, service marks and trade dress; and
9. all improvements, modifications, derivative works and enhancements to any of the above, whoever conceives them.

These Terms grant you a license only. No title, ownership interest, joint ownership, or implied license of any kind passes to you. All rights not expressly granted in Section 11 are reserved. You acquire no rights in Platform Materials by using them, by paying fees, by suggesting changes, or by having them made visible to you or your clients.

You will not remove, obscure or alter any proprietary notice, watermark, attribution or branding on the Platform or on any export, report or file it produces, except through white labeling features we expressly provide and to the extent your plan permits.

11.License granted to you

Subject to your compliance with these Terms and payment of applicable fees, we grant you a limited, revocable, non exclusive, non transferable, non sublicensable license, during your Subscription Term, to:

1. access and use the Platform through its supported interfaces, for your own internal business purposes;
2. generate reports, exports and analyses from your own Customer Data; and
3. deliver those generated reports, exports and analyses to your own clients as part of services you provide to them.

This license does not include any right to the Platform itself, to its interface, to its underlying logic, or to any Platform Materials except as embodied in the output you are permitted to deliver under subsection (c). The license terminates automatically when your Subscription Term ends or when these Terms terminate.

12.Restrictions

You will not, and will not permit, enable, encourage, fund, instruct or assist any Authorized User, Affiliate, contractor, agent, client or third party to do any of the following.

12.1 Copying and derivation

1. Copy, reproduce, republish, distribute, sell, rent, lease, lend, sublicense, assign, host, or otherwise make the Platform or any Platform Materials available to any third party, except as Section 11(c) and Section 16 expressly permit.
2. Modify, translate, adapt, or create any derivative work of the Platform or any Platform Materials.
3. Recreate, clone, imitate or substantially replicate the look, feel, layout, navigation, report structure, metric catalog, scoring system or workflow of the Platform in any other product, document, template, spreadsheet, dashboard or service.
4. Use the Platform, its screens, its outputs or the Documentation as a specification, wireframe, reference design, requirements document, or training material for the design or development of any other product or service, including by providing them to a generative AI system, large language model, coding assistant, coding agent, automated development tool or similar system.

12.2 Reverse engineering and derivation of logic

1. Reverse engineer, decompile, disassemble, decrypt, or otherwise attempt to discover or reconstruct the source code, object code, architecture, data model, algorithms, formulas, weightings, thresholds or trade secrets of the Platform.
2. Attempt to derive any of the foregoing by black box methods, including systematically varying inputs to infer formulas or weightings, differential testing, timing analysis, or comparing outputs across accounts, clients, date ranges or configurations for the purpose of reconstructing our logic.
3. Inspect, extract, modify, instrument, intercept or repackage client side code, network traffic, API responses, rendering templates, stylesheets or document object model structures other than as strictly necessary for your own ordinary browser use.
4. Circumvent, disable or interfere with any access control, rate limit, license check, watermark, telemetry or security feature.

12.3 Extraction

1. Scrape, crawl, spider, harvest, or use any bot, script, headless browser, browser automation, browser agent, computer-use agent, AI agent, autonomous or semi-autonomous agent, browser extension, large language model, multimodal model, coding agent, automated development system or other automated or AI-assisted means to access, observe, navigate, inspect, index, analyze or extract data, layouts, functionality, workflows, metric definitions, catalogs, methodologies or content from the Platform, except through APIs or AI-assisted features we expressly authorize and only within their documented limits.
2. Bulk export, systematically copy, or build a database from Platform Materials, including metric catalogs, category taxonomies, scoring criteria, prompt libraries and report template libraries.
3. Permit any artificial intelligence system, machine learning system, browser agent, computer-use agent, coding agent or automated development tool to view, operate, inspect or interact with any non-public portion of the Platform for competitive analysis, product research, feature discovery, documentation, extraction, reverse engineering, reconstruction, imitation, replication, or development or improvement of a Competing Product.
4. Provide or expose any Platform Materials, non-public screen, screenshot, screen recording, page or DOM content, export, report, workflow, feature description, metric definition, taxonomy, prompt, score, methodology or other Confidential Information to an artificial intelligence or machine learning system as input, context, reference material, retrieval material, training data or instructions for reproducing, approximating, reverse engineering, evaluating, benchmarking, designing, coding, testing, training or improving a Competing Product or substantially similar functionality.
5. Capture screenshots, screen recordings, or walkthroughs of the Platform for any purpose other than internal training of your own Authorized Users or delivering a specific report to a specific client, and in no case for competitive analysis, product design, investor materials describing a competing product, or public distribution without our prior written consent.
6. Show, demonstrate, display, expose, transmit or otherwise make any non-public portion of the Platform visible to an outside agency, marketing provider, consultant, software or technology vendor, developer, analytics provider, prospective vendor, competitor or other third party without our prior written consent. This prohibition includes screen sharing through Zoom, Microsoft Teams, Google Meet or similar services, remote desktop access, live or recorded demonstrations, in-person walkthroughs, screenshots and screen recordings. Permitting a person to view the Platform in any of these ways constitutes access and disclosure under these Terms even if that person never receives login credentials.

12.4 Benchmarking, disclosure and access

1. Perform or publish any benchmark, competitive analysis, feature comparison, teardown, performance test or evaluation of the Platform, or disclose the results of any such exercise, without our prior written consent.
2. Access or use the Platform for the purpose of building, evaluating, marketing or improving a Competing Product, or on behalf of any person who develops or intends to develop a Competing Product.
3. Provide access, credentials, guest links, exports, screenshots or Documentation to any person you know or reasonably should know develops, sells, invests in, or is planning a Competing Product, including a competitor's employees, contractors, product managers, designers, developers or advisors.
4. Register for or maintain an account under a false identity, through an intermediary, or on behalf of an undisclosed principal, in order to obtain access you would otherwise be refused.

12.5 Personnel

During your Subscription Term and for twelve months afterward, you will not directly or indirectly solicit for employment or engagement any of our employees or contractors who were involved in the design, development, delivery or support of the Platform for you. General public job advertisements not targeted at our personnel, and hiring someone who responds to one without other solicitation by you, are not a breach of this section. This Section 12.5 applies to Business Users only.

12.6 Acknowledgement

You acknowledge that the restrictions in this Section 12 and in Sections 13 and 14 are reasonable and necessary to protect our legitimate business interests in our trade secrets, confidential information, substantial development investment and goodwill, that they are limited in scope, geography and duration to what is required for that protection, and that they do not prevent you from operating your business or earning a livelihood using generally available knowledge, skill and experience.

12.7 Authorized Automation

The restrictions in this Section do not prohibit use of automated, AI assisted, API, MCP, or agent based functionality that Beetle itself expressly enables within the Platform for the applicable Authorized User. Any such functionality may be used only for its intended purpose and does not permit an Authorized User or third party to use an external agent, model, browser automation tool, or other system to inspect, extract, analyze, reproduce, reverse engineer, benchmark, or replicate the Platform or Platform Materials.

13.Confidentiality

13.1 What is confidential

"Confidential Information" means all non public information disclosed by us to you, or observed, accessed or learned by you through the Platform, in any form and whether or not marked confidential, that a reasonable person would understand to be confidential given its nature or the circumstances of disclosure. It expressly includes:

1. all Platform Materials that are not publicly available on our marketing website;
2. the non public parts of the interface, including screen designs, layouts, navigation structures, workflows, settings, administrative and permission models, and features behind login;
3. metric catalogs, metric definitions, taxonomies, mappings, and the selection and arrangement of them;
4. scoring methodologies, grading formulas, weightings, thresholds, evaluation criteria, prompt structures and orchestration logic;
5. report templates, report structures, the composition of report pages, and export document design;
6. unreleased features, prototypes, beta functionality, product roadmap, release plans, and internal naming;
7. pricing that is not published, discounting, plan structures, contractual terms, and negotiation positions;
8. technical architecture, data models, infrastructure, security practices, incident information and vulnerability information; and
9. the fact and content of any support, onboarding, consulting, design or roadmap discussion with us.

We treat the categories above as trade secrets under the New Jersey Trade Secrets Act, N.J.S.A. 56:15-1 et seq., and the federal Defend Trade Secrets Act, 18 U.S.C. 1836 et seq., and we take reasonable measures to keep them secret, of which these Terms are one.

13.2 Your obligations

You will hold Confidential Information in strict confidence, use it solely to use the Platform as permitted by these Terms, protect it with at least the degree of care you use for your own most sensitive information and in no event less than reasonable care, and disclose it only to your Authorized Users and professional advisors who have a genuine need to know and who are bound by confidentiality obligations at least as protective as these. You are responsible for any breach by any person to whom you disclose it.

13.3 Exclusions

Confidential Information does not include information that you can demonstrate by contemporaneous written records: (a) was lawfully in your possession without restriction before disclosure by us; (b) is or becomes public through no act or omission of yours or of anyone who obtained it from you; (c) is lawfully received by you from a third party without restriction and without breach of any obligation to us; or (d) was independently developed by you or your personnel who had no access to and no knowledge derived from our Confidential Information, as evidenced by written records created at the time of development.

13.4 No residuals

There is no residuals right under these Terms. Nothing permits you or any of your personnel to use or disclose Confidential Information on the basis that it is retained in unaided memory. Any residuals clause in any document you provide is of no effect unless we sign a document that expressly overrides this Section 13.4.

13.5 Compelled disclosure

If you are required by law, subpoena or court order to disclose Confidential Information, you may do so to the minimum extent required, provided you give us prompt written notice in advance where legally permitted, cooperate at our expense in seeking protective treatment, and continue to treat the information as confidential for all other purposes.

13.6 Duration

Your obligations under this Section 13 begin on first access and continue for five years after termination of your account, except for information that qualifies as a trade secret, for which the obligations continue for as long as the information remains a trade secret under applicable law.

13.7 Return and deletion

On termination, or on our written request, you will promptly delete or destroy all copies of Confidential Information in your possession or control, including exports, screenshots, recordings, notes, specifications, and derived summaries, other than Customer Data and reports delivered to clients in the ordinary course, and other than copies retained in routine backup systems that are not accessible in the ordinary course. On request you will certify deletion in writing.

14.No competing development

14.1 The promise you are making

You will not create, or help anyone create, a product or service that has the same or substantially similar features as Beetle.This applies from the moment you first access the Platform, whether through a paid subscription, a free trial, a demo, a sample account, an invitation to someone else's workspace, or a guest or client view, and it continues for twenty four months after your access ends.

14.2 Covenant

During your Subscription Term and for twenty four months after it ends, you will not, directly or indirectly, alone or with or for any other person, do any of the following in relation to a Competing Product:

1. conceive, design, specify, wireframe, prototype, build, develop, code, test, launch, operate, sell, license or distribute it;
2. commission it, contract for it, hire or direct any developer, designer, agency or offshore team to build it, or fund or invest in its development;
3. advise, consult for, contribute to, review, evaluate or otherwise provide material assistance to any person who is developing it, including by describing Beetle's features, screens, workflows, report structures, metric definitions or scoring to that person;
4. join, own, control, manage or work for any person whose business includes developing or selling it, in a role in which you would reasonably be expected to use or disclose Confidential Information; or
5. supply that person, or any AI or automated development system used by that person, with any output, export, screenshot, recording, specification, requirements document, feature list or description derived from the Platform; or
6. permit a person described above to observe or inspect the Platform indirectly through screen sharing, remote desktop, video conference, demonstration, walkthrough, recording or similar means; or
7. use, direct, authorize or permit any AI system, browser agent, computer-use agent, coding agent, large language model, multimodal model or automated development system to observe or interact with the Platform, or to process Platform Materials or Confidential Information, in order to perform or assist any activity prohibited by this Section 14.

The restriction in this Section 14.2 applies where the activity uses, incorporates, is based on, is derived from, or is informed by Confidential Information or your access to the Platform. Because you cannot unsee what you have seen inside the Platform, you accept that any Competing Product you create or assist with during the restricted period is presumed to be informed by that access, subject to Section 14.7.

14.3 Who this applies to

This Section 14 binds:

1. you, and if you accepted on behalf of an organization, that organization;
2. your Affiliates, and any entity you control or that controls you;
3. every Authorized User you invite or permit to access the Platform, including your employees, contractors, agents, guests and client side viewers, who agree to this Section personally by accessing the Platform, and whose compliance you are responsible for procuring; and
4. any person to whom you or an Authorized User discloses Confidential Information.

You will inform every Authorized User of this Section 14 before giving them access, and their obligations under it continue even after they leave your organization or their access is removed.

14.4 What counts as the same or similar features

A product or service has the same or substantially similar features as the Platform if, taken as a whole or in any material part, it replicates or closely resembles any of the following, whether or not the code, branding, wording or visual styling differ:

1. the functions the Platform performs, including unified multi channel marketing performance reporting, booking engine and hospitality metrics analytics, AI visibility measurement and AI audits, semantic SEO scoring and content briefing, and automated multi client reporting;
2. the structure, sequence or arrangement of its reports, report pages, dashboards, cards, tables, leaderboards, comparison views or exports;
3. its metric catalogs, metric definitions, dimension groupings, category taxonomies or cross source normalization approach;
4. its scoring methodologies, grades, indexes, weightings, thresholds or evaluation criteria; or
5. its client, workspace, permission, template or guest access model.

Rebuilding any of the above in a spreadsheet, a business intelligence tool, a reporting template, an internal tool, or a product built on a third party platform counts, and is not excused because it was not built as standalone software.

14.5 What is not restricted

This Section 14 restricts the use of our Confidential Information and your access to the Platform. It does not prevent you from operating a marketing, hospitality, consulting or agency business, from buying or using any third party product, from performing marketing reporting for your own clients using generally available tools and your own general skill and experience, or from developing a product entirely independently under Section 14.6. It does not restrict your use of information that falls within an exclusion in Section 13.3.

14.6 Independent development

You may develop a product that competes with the Platform only if you can demonstrate, by written records created at the time, that it was conceived and developed without any use of, reference to, or contribution from Confidential Information, and by personnel who had no access to the Platform and no knowledge of its Confidential Information. You bear the burden of proof on this point.

14.7 Presumption

If, during your Subscription Term or within twenty four months after it ends, you, any of your Affiliates, or any person who had access to the Platform under your account makes available a product or service that meets the description in Section 14.4, that fact gives rise to a rebuttable presumption that the product was derived from Confidential Information and developed in breach of this Section 14. You may rebut it only with the evidence described in Section 14.6.

14.8 Notice

You will notify us in writing within ten business days if you begin developing, or engage anyone to develop, any product or internal tool that performs functions substantially similar to the Platform, and if any person with access to the Platform under your account joins, advises, invests in or is hired by a developer of a Competing Product. This Section 14.8 applies to Business Users only.

14.9 Reasonableness and step down

You acknowledge that this Section 14 is reasonable and necessary to protect our trade secrets, Confidential Information and substantial development investment, and that it leaves you free to conduct your business. If a court finds any part of it unenforceable as to duration, geographic reach, scope of restricted activity, or the persons it binds, the parties intend and request that the court reduce it to the maximum enforceable extent and enforce it as reduced, rather than strike it. In particular, if the twenty four month period is found excessive, the parties intend that it be reduced successively to eighteen, twelve, then six months, and if the restriction on assisting others is found excessive, the parties intend that it be reduced to a restriction on using or disclosing Confidential Information for that purpose.

15.Feedback

If you send us feedback, suggestions, ideas, feature requests, workflow descriptions, mockups, sample report layouts, metric proposals, bug reports or other input about the Platform ("Feedback"), you assign to us all right, title and interest in that Feedback, including all intellectual property rights, and waive any moral rights in it, in each case irrevocably and without charge. We may use, implement, modify, commercialize and license Feedback without restriction, obligation, attribution or compensation to you. Feedback is not your confidential information, and we are under no obligation to keep it confidential or to implement it.

16.Client reporting, sharing and guest access

If your plan includes client reporting, you may share reports and dashboards you generate from your own Customer Data with your own clients, and may invite them as guests through the sharing and permission features we provide. When you do:

1. you remain responsible for everything your clients and guests do with any access or visibility you provide, and for the accuracy of what you present to them;
2. guests receive read access to the views you grant, and Sections 10, 12.1 through 12.4, 13 and 14 apply to them as Authorized Users, which you will communicate to them. Guests receive no license under Section 11 and are not subject to Section 12.5;
3. you will not represent the Platform, or any part of its interface, as software you built, own or license to others, and you will not resell, white label or sublicense access to the Platform itself, in each case unless we agree in writing under a reseller or white label addendum;
4. white labeling features, where your plan includes them, permit you to apply your branding to report outputs. They do not transfer any ownership in the report structure, layout, metric definitions or scoring beneath them; and
5. you will not provide client facing access as a mechanism to give a Competing Product developer visibility into the Platform; and
6. unless we give prior written consent, you will not give an outside agency, consultant, technology vendor, developer, analytics provider, prospective vendor or other third party access to, or visibility into, non-public Platform functionality. This includes credentials, guest access, screen sharing, remote desktop, demonstrations, walkthroughs, screenshots and recordings. You may share a specific generated report or export with a service provider working for you where reasonably necessary for your business, provided that doing so does not expose non-public Platform functionality or Platform Materials beyond that report or export and the recipient is not using it to develop or improve a Competing Product.

17.Acceptable use

You will not use the Platform to: violate any law or third party right; infringe intellectual property; upload malware or malicious code; probe, scan or test the vulnerability of any system without our prior written authorization; interfere with or place unreasonable load on the Platform or its infrastructure; send spam or unlawful communications; process sensitive categories of personal data we have not agreed in writing to support, including payment card data, health records, government identifiers, or data about children; misrepresent your identity or affiliation; or engage in any activity that is fraudulent, deceptive, harassing or harmful. We may suspend access immediately, with notice as soon as reasonably practicable, where we reasonably believe continued access poses a risk of material harm to us, to the Platform, to other customers, or to any third party.

18.Audit and certification

We may monitor use of the Platform, including account activity, export volume, API calls, session patterns and automated access, to verify compliance with these Terms and to protect the Platform.

If we have a reasonable, good faith basis to believe you have breached Section 12, 13 or 14, we may on ten business days written notice require you to: (a) provide a written certification, signed by an officer, describing your compliance and identifying every person who has had access to Confidential Information; and (b) permit an audit, conducted by us or an independent third party bound by confidentiality, during normal business hours and no more than twice in any twelve month period, limited to records and systems relevant to the suspected breach. We bear the cost of the audit unless it establishes a material breach, in which case you will reimburse our reasonable costs. This Section applies to Business Users only.

19.Remedies and enforcement

19.1 Injunctive relief

You acknowledge that a breach or threatened breach of Section 12, 13 or 14 would cause us irreparable harm for which monetary damages would be an inadequate remedy. We are therefore entitled to seek specific performance, a temporary restraining order, and preliminary and permanent injunctive relief, in addition to all other remedies. As to Business Users only, you will not oppose such relief on the ground that an adequate remedy at law exists, and you agree that we may seek such relief without posting a bond, to the extent a court permits. Those two sentences do not apply to Consumer Users, who retain every defense and every bond protection available to them under applicable law.

19.2 Liquidated damages

This Section 19.2 applies to Business Users only. The parties acknowledge that the harm caused by a material breach of Section 12.1(c), 12.1(d), 12.2, 12.3, 12.4, 13 or 14 is real but extremely difficult to quantify, because it involves loss of trade secret status, dilution of competitive advantage, and lost opportunity that cannot be reconstructed. As a reasonable pre-estimate of that harm and not as a penalty, for each such material breach you will pay us the greater of two hundred fifty thousand US dollars ($250,000) or five (5) times the total fees paid or payable by you in the twelve months preceding the breach. This amount is in addition to, and not in place of, injunctive relief and any recovery of our actual damages, our lost profits, or your profits attributable to the breach, to the extent applicable law allows cumulative recovery, provided that we will not recover both this amount and actual damages for the same breach.

19.3 Fees and costs

In any action brought by us to enforce Section 12, 13 or 14 against a Business User in which we substantially prevail, we are entitled to recover our reasonable attorneys' fees, expert fees and costs. This Section 19.3 does not apply to Consumer Users, and does not limit any right a Consumer User has to recover fees or costs under applicable law.

19.4 Suspension

We may suspend or terminate access immediately, without refund, on breach of Section 12, 13, 14 or 17. The limitation of liability in Section 22 does not limit your liability under Sections 12, 13, 14, 17 or 23.

20.Term, termination and survival

These Terms apply from your first access and continue until terminated. You may terminate by canceling your subscription and closing your account. We may terminate or suspend for material breach that is not cured within ten days of written notice, immediately for a breach of Section 12, 13, 14 or 17, immediately if required by law, or on thirty days notice for convenience with a prorated refund of prepaid unused fees.

On termination, your license under Section 11 ends, access is disabled, and you must stop all use of the Platform and Platform Materials. The following survive termination: Sections 2, 5 (as to fees accrued before termination), 8 (as to obligations that by nature continue), 9(c) through 9(e), 10, 12, 13, 14, 15, 16 (as to reports and access already delivered), 17, 18, 19, 21, 22, 23, 24, 25 and 27, together with any other provision that by its nature is intended to survive.

21.Disclaimer of warranties

Nothing in this Section 21 excludes or limits any warranty, right, remedy or protection that cannot be excluded or limited under the laws of the State of New Jersey. If you are a New Jersey resident, every warranty and right that New Jersey law makes non waivable remains fully available to you, and this Section 21 is read as applying only to the extent New Jersey law permits.

22.Limitation of liability

The exclusions and limits in this Section 22 do not apply to your obligations under Sections 12, 13, 14, 17 and 23, to either party's liability for fraud or willful misconduct, or to your obligation to pay fees.

The exclusion of punitive, exemplary and statutory damages in this Section 22 does not apply to a Consumer User, and no Consumer User waives any statutory or punitive damages, or any other remedy, that applicable law makes available and non waivable.

Nothing in these Terms limits or excludes liability for death or personal injury caused by negligence, for fraud or fraudulent misrepresentation, for damage to real or tangible personal property caused by our negligence, or for any other liability that cannot lawfully be limited or excluded, including under the laws of the State of New Jersey.

23.Indemnification

23.1 By you

You will defend, indemnify and hold us harmless from third party claims, and resulting losses, damages and reasonable costs, arising out of: (a) Customer Data or your use of it, including any claim that it infringes rights or was provided without necessary authorization; (b) your breach of Sections 12, 13, 14, 16 or 17; (c) your violation of a third party platform's terms in connection with a connection you established; or (d) your acts or omissions in providing services to your own clients. This indemnity does not extend to any claim to the extent it arises from our negligence, our willful misconduct, or our breach of these Terms. This Section 23.1 applies to Business Users. A Consumer User's indemnity obligation is limited to claims arising from that user's own unlawful conduct or breach of these Terms, and does not extend to any claim for personal injury or property damage caused by us.

23.2 By us

We will defend you against a third party claim that the Platform, as provided by us and used as permitted, infringes that party's United States patent, copyright or trade secret rights, and will pay damages finally awarded or amounts we agree in settlement. This obligation does not apply to claims arising from Customer Data, from your combination of the Platform with anything we did not supply, from your modification of the Platform, or from your use after we notify you to stop. If the Platform becomes or is likely to become subject to such a claim, we may procure the right for you to continue using it, modify it to be non infringing, or terminate the affected subscription and refund prepaid unused fees. This Section states our entire liability for infringement claims.

23.3 Process

The indemnified party will give prompt written notice of the claim, allow the indemnifying party to control the defense and settlement, provided that no settlement imposing a non monetary obligation or an admission of liability may be made without consent, and cooperate at the indemnifying party's expense.

24.Disputes, governing law and venue

24.1 Governing law

These Terms and any dispute arising out of or relating to them or the Platform are governed by the laws of the State of New Jersey, without regard to conflict of laws rules. The United Nations Convention on Contracts for the International Sale of Goods does not apply.

24.2 Informal resolution

Before filing a claim, the parties will attempt in good faith to resolve the dispute by giving written notice describing it and negotiating for thirty days.

24.3 Venue

The state and federal courts located in [County] County, New Jersey, and the United States District Court for the District of New Jersey, have exclusive jurisdiction over any dispute not resolved informally, and each party consents to personal jurisdiction and venue there and waives any objection based on inconvenient forum.

24.4 Intellectual property carve out

Notwithstanding anything else in this Section 24, either party may bring an action for injunctive or other equitable relief relating to intellectual property, Confidential Information, or Sections 12, 13 or 14 in any court of competent jurisdiction, at any time, without first completing informal resolution.

24.5 Jury trial

To the extent permitted by law, and for Business Users only, each party knowingly and voluntarily waives any right to trial by jury in any action arising out of these Terms. This waiver does not apply to Consumer Users.

24.6 Time to bring claims

A Business User must bring any claim arising out of these Terms within one year after the claim accrues, or it is permanently barred. This Section 24.6 does not apply to Consumer Users, whose claims are governed by the statutory limitations periods that apply under New Jersey law, and does not apply to claims for non payment or for breach of Sections 12, 13 or 14.

25.New Jersey provisions

This Section applies to every Consumer User, to every resident of New Jersey, and to any other person entitled to the protection of New Jersey consumer law. It prevails over anything inconsistent elsewhere in these Terms.

1. Provisions that do not apply to you. The following provisions of these Terms do not apply to you and impose no obligation on you: Section 12.5 (non-solicitation), Section 14.8 (notice of competing development), Section 18 (audit and certification), Section 19.2 (liquidated damages), Section 19.3 (our attorneys' fees), the second and third sentences of Section 19.1 (waiver of the adequate remedy defense and of the injunction bond), the exclusion of punitive, exemplary and statutory damages in Section 22, Section 24.5 (jury trial waiver), and Section 24.6 (one year time limit on claims). These are identified specifically so that there is no doubt about which provisions are inapplicable to you.
2. Nothing in these Terms limits our liability to you for death or personal injury caused by our negligence, for damage to your real or tangible personal property caused by our negligence, or for fraud.
3. Nothing in these Terms requires you to indemnify us against, or hold us harmless from, any claim arising from our own negligence or willful misconduct.
4. Nothing in these Terms waives, limits, or requires you to waive or limit any right, remedy, claim, defense or protection available to you under the laws of the State of New Jersey, including the New Jersey Consumer Fraud Act, N.J.S.A. 56:8-1 et seq., and the Truth-in-Consumer Contract, Warranty and Notice Act, N.J.S.A. 56:12-14 et seq. This includes your right to recover attorneys' fees, costs, and statutory or punitive damages where New Jersey law makes them available to you.
5. Where these Terms use a qualifier such as "to the fullest extent permitted by law," "to the extent permitted by law," or "to the extent applicable law allows," that qualifier means to the fullest extent permitted by New Jersey law as it applies to you.

26.Changes to these Terms

We may update these Terms. For material changes we will give at least thirty days notice by email to your account address and by posting the updated Terms with a new effective date. Changes take effect on the stated date, and continued use after that date is acceptance. If you do not accept a material change, cancel before it takes effect and we will refund prepaid unused fees for the remainder of your current term. Changes that reduce your rights do not apply retroactively to a dispute that arose before the change.

27.General

Assignment. You may not assign these Terms or any rights under them, by operation of law or otherwise, without our prior written consent, including in connection with a merger, acquisition, or sale of substantially all your assets to a person that develops or sells a Competing Product. We may assign to an Affiliate or in connection with a merger, acquisition or sale of assets. Any prohibited assignment is void.

Independent contractors. The parties are independent contractors. Nothing creates a partnership, joint venture, agency, franchise or employment relationship.

No third party beneficiaries. Except for our Affiliates and licensors with respect to Sections 10 through 15, there are no third party beneficiaries.

Notices. We may give notice by email to your account address or by in product notice. Legal notices to us, meaning notices of breach, termination, indemnity claims and disputes, must go tolegal@beetlehq.com with a copy by certified mail to[notice address]. Routine operational notices, including subscription cancellation under Section 5.1 and security reports under Section 4, may be given to the address stated in that section. Notice is effective on receipt, and notice sent by email is deemed received one business day after it is sent, unless the sender receives a delivery failure message.

Force majeure. Neither party is liable for delay or failure caused by events beyond its reasonable control, excluding payment obligations.

Severability.If any provision is held unenforceable, it will be modified to the minimum extent necessary to make it enforceable and to reflect the parties' intent as closely as possible, and if it cannot be modified it will be severed. The remaining provisions stay in full force. In particular, if any part of Section 12, 13 or 14 is held overbroad as to scope, geography or duration, the parties intend that it be reduced by the court to the maximum enforceable extent rather than struck.

No waiver. A failure to enforce any provision is not a waiver of it or of any other provision.

Export and sanctions. You represent that you are not located in, and are not acting on behalf of a person located in, a country or region subject to comprehensive United States sanctions, and are not on any United States restricted party list.

Publicity. We may identify you as a customer and use your name and logo on our website and in sales materials, in a factual and non disparaging way. You may withdraw that permission at any time by writing to legal@beetlehq.com, and we will stop using your name and logo in new materials within thirty days. Neither party may issue a press release about the other without prior written consent.

Entire agreement. These Terms, the Privacy Policy, the Data Processing Addendum where it applies, and any Order Form or written agreement signed by both parties are the entire agreement about the Platform and supersede all prior proposals and understandings. Pre printed terms on your purchase order or vendor portal have no effect and are rejected.

Interpretation.Headings are for convenience. "Including" means "including without limitation." These Terms will not be construed against the drafter.

28.How to reach us

Gourmet Marketing LLC
[street address]
[city], New Jersey [ZIP]
General: hello@beetlehq.com
Legal notices: legal@beetlehq.com
Billing: billing@beetlehq.com
Security: security@beetlehq.com