Platform Terms of Service

1. Definitions

"Account" means Customer's Beep workspace, organization, user accounts, API keys, phone numbers, campaigns, messaging programs, and related configuration.

"Applicable Law" means all federal, state, local, and international laws, rules, regulations, and legally binding guidance applicable to Customer's use of the Services, including, as applicable, the TCPA, CAN-SPAM, CTIA guidelines, Campaign Registry / 10DLC requirements, carrier rules, consumer protection laws, privacy laws, election law, campaign finance law, lobbying law, and tax/reporting laws.

"Authorized Users" means Customer's employees, contractors, volunteers, agents, consultants, and other persons Customer authorizes to access or use the Services, including users operating through API keys, automations, or AI agents.

"Beep Platform" means Beep's software-as-a-service platform and related tools for creating, managing, sending, receiving, routing, analyzing, and administering SMS/MMS and related civic-engagement communications, including 10DLC registration workflows, opt-out handling, billing/usage reporting, APIs, integrations, AI-assisted features, and administrative tools.

"Carrier Fees" means charges, fines, penalties, pass-through fees, surcharges, registration fees, campaign fees, number fees, message fees, compliance fees, or similar amounts charged by telecommunications carriers, messaging aggregators, The Campaign Registry, or other ecosystem providers.

"Customer Content" means message copy, scripts, campaign names, sender information, opt-in language, privacy notices, files, contact lists, metadata, prompts, workflows, instructions, and other content submitted, generated, approved, or sent by Customer or its Authorized Users through the Services.

"Customer Data" means data submitted to or processed through the Services by or on behalf of Customer, including Customer Content, contact lists, recipient information, messages, replies, opt-out requests, user data, usage data, and Customer Personal Data.

"Customer Personal Data" has the meaning given in the DPA.

"Order Form" means an order form, statement of work, online checkout, proposal, fee addendum, or similar ordering document accepted by Beep and Customer that describes the Services, fees, usage commitments, payment terms, and customer-specific terms.

"Services" means the Beep Platform and any implementation, support, managed, consulting, or other services described in an Order Form.

"Term" means the period during which an Order Form and these Terms are in effect.

2. Eligibility and account responsibility

The Services are intended for organizations and individuals at least 18 years old and legally able to enter contracts. Customer represents that the person accepting these Terms or signing an Order Form has authority to bind Customer.

Customer is responsible for all activity under its Account, including activity by Authorized Users, contractors, volunteers, agents, API keys, integrations, workflows, and AI agents. Customer must protect credentials and API keys, use appropriate access controls, promptly deactivate users who no longer need access, and notify Beep promptly of any suspected unauthorized access or security incident.

3. Access rights and restrictions

Subject to these Terms and the applicable Order Form, Beep grants Customer a limited, non-exclusive, non-transferable, revocable right during the Term to access and use the Services for Customer's internal civic-engagement, political, nonprofit, labor, advocacy, or other permitted communications purposes described in the Order Form.

Customer may not:

1. copy, modify, distribute, resell, lease, sublicense, or create derivative works of the Beep Platform except as expressly permitted in writing;
2. reverse engineer, decompile, disassemble, or attempt to discover source code, models, algorithms, or non-public systems;
3. use the Services to build a competing product or benchmark the Services for publication without Beep's written consent;
4. interfere with, degrade, overload, scan, scrape, or attempt unauthorized access to the Services;
5. upload malware, malicious code, or harmful instructions;
6. remove proprietary notices;
7. use the Services outside the United States unless Beep expressly agrees in writing; or
8. use the Services for any unlawful, deceptive, abusive, harassing, discriminatory, fraudulent, or rights-infringing purpose.

4. Communications compliance and prohibited use

Customer is solely responsible for determining whether it has the legal right to contact each recipient and for ensuring all communications comply with Applicable Law, carrier rules, CTIA guidelines, Campaign Registry / 10DLC requirements, customer-provided privacy notices, opt-in representations, opt-out obligations, campaign-finance rules, election-law rules, and any applicable platform policies.

Customer represents and warrants that:

1. Customer has a valid legal basis, consent, permission, or other authorization to contact each recipient through the Services;
2. Customer will maintain records sufficient to support its compliance obligations;
3. Customer's messages, scripts, prompts, workflows, sender information, privacy notices, opt-in language, and campaign descriptions are truthful, non-misleading, and legally compliant;
4. Customer will honor STOP, unsubscribe, do-not-contact, suppression, and similar requests promptly and in accordance with law and carrier rules;
5. Customer will comply with calling/texting hours, quiet-hour rules, frequency limits, disclosure requirements, and all applicable do-not-call rules;
6. Customer will not use the Services to contact minors where prohibited or to exploit, harass, intimidate, deceive, or discriminate against any person;
7. Customer will not use evasion techniques, snowshoeing, spoofing, misleading sender identification, improper brand/campaign registration, or other practices intended to avoid carrier, regulatory, or platform compliance; and
8. Customer will not use the Services in a way that violates federal, state, or local election, campaign-finance, lobbying, public-disclosure, or ethics laws.

Beep may provide sample opt-in language, privacy language, campaign descriptions, or compliance suggestions. Those materials are for operational convenience only and are not legal advice. Customer remains solely responsible for legal review and compliance.

5. Mission alignment and acceptable use

Beep may refuse, suspend, or terminate Services for uses that Beep determines, in its reasonable judgment, are inconsistent with Beep's mission, values, platform integrity, legal obligations, carrier obligations, or acceptable-use standards. Beep may also suspend or terminate for abusive, threatening, unprofessional, harassing, or unsafe behavior by Customer or its Authorized Users.

6. AI agents, automations, and APIs

Customer is responsible for all messages, campaigns, registrations, imports, exports, actions, charges, and compliance consequences initiated through Customer's Account, including actions taken by APIs, integrations, automations, AI agents, or third-party tools.

Customer must configure and manage AI agents and automated workflows so that they comply with these Terms, Applicable Law, opt-out obligations, customer policies, and any customer-specific controls in the Order Form. Beep may require approvals, suspend automations, or impose additional controls where Beep reasonably determines they are needed for platform integrity, legal compliance, carrier obligations, security, or abuse prevention. If Customer uses Beep's API or AI-assisted features, Customer remains financially and legally responsible for messages sent in error, messages sent through misconfigured workflows, unauthorized use of Customer-issued credentials, prompts or instructions supplied by Customer, and campaign actions approved or initiated by Customer or its Authorized Users.

Beep may impose rate limits, human-review requirements, workflow restrictions, safety controls, or other guardrails when Beep reasonably believes they are necessary to protect the Services, recipients, carriers, Beep, or other customers.

7. Services, support, and changes

Beep will use commercially reasonable efforts to provide the Services described in the applicable Order Form. Beep may modify, improve, suspend, discontinue, or limit features from time to time, provided that Beep will not materially reduce paid core functionality during an active Order Form without reasonable notice or a commercially reasonable substitute.

Support terms, service levels, implementation services, managed services, dedicated channels, onboarding, and training are provided only if stated in an Order Form.

8. Fees, payment, taxes, and carrier pass-throughs

Customer will pay all fees described in the applicable Order Form, including subscription fees, platform fees, usage fees, implementation fees, support fees, managed-services fees, taxes, and Carrier Fees. Unless the Order Form states otherwise, fees are non-cancelable and non-refundable.

Customer authorizes Beep to invoice or charge Customer's approved payment method according to the Order Form. Overdue amounts may accrue interest at 1.5% per month or the maximum amount allowed by law, whichever is lower, plus reasonable collection costs and attorneys' fees. Failure to pay amounts when due is a material breach.

Carrier Fees, telecommunications surcharges, 10DLC registration/campaign fees, carrier penalties, and similar pass-through amounts may change on short notice. Customer is responsible for all such amounts attributable to Customer's Account, including penalties or charges caused by Customer's violation of carrier requirements, Applicable Law, or these Terms.

Beep may require prepayment, deposits, threshold payments, credit limits, automatic payment, or payment acceleration where Beep reasonably determines that usage volume, election timing, campaign risk, credit risk, carrier risk, or prior payment history warrants it.

9. Customer Data, privacy, and security

Customer retains ownership of Customer Data. Customer grants Beep the right to process Customer Data as needed to provide, secure, maintain, support, improve, and bill for the Services; comply with law; enforce these Terms; and as otherwise described in the Privacy Policy, DPA, and applicable Order Form.

Beep will use commercially reasonable administrative, technical, and physical safeguards designed to protect Customer Data. No system is perfectly secure, and Beep does not guarantee that unauthorized access, loss, or misuse will never occur.

Customer is responsible for the accuracy, quality, legality, provenance, and permitted use of Customer Data. Customer must not submit sensitive personal data, protected health information, children's data, financial account numbers, government IDs, or other regulated data unless expressly permitted in the Order Form and supported by appropriate legal review and safeguards.

10. Aggregated and de-identified data

Beep may create and use aggregated, anonymized, or de-identified information derived from use of the Services for analytics, security, benchmarking, product improvement, forecasting, and reporting, provided that such information does not identify Customer, recipients, or individuals and is not used in a manner prohibited by Applicable Law or the DPA.

11. Confidentiality

Each party may receive non-public business, technical, financial, strategic, security, product, pricing, or data information from the other party ("Confidential Information"). The receiving party will use Confidential Information only to perform or receive the Services, protect it using reasonable care, and disclose it only to personnel, contractors, advisers, or service providers who need to know it and are bound by appropriate confidentiality obligations.

Confidential Information does not include information that is publicly available without breach, already known without restriction, independently developed without use of the disclosing party's Confidential Information, or lawfully received from a third party without restriction. A receiving party may disclose Confidential Information if required by law, subpoena, court order, regulator, carrier, or government agency, provided it gives notice where legally permitted.

12. Intellectual property

Beep and its licensors retain all rights in the Services, Beep Platform, software, APIs, designs, workflows, models, documentation, know-how, and related intellectual property. Customer and its licensors retain all rights in Customer Data and Customer Content.

Customer may provide feedback or suggestions. Beep may use feedback without restriction or obligation, provided Beep does not disclose Customer's Confidential Information in doing so.

13. Suspension and termination

Customer may terminate an Order Form only as stated in the Order Form. Beep may suspend or limit access immediately if Beep reasonably believes that:

1. Customer has breached these Terms or an Order Form;
2. Customer's use creates legal, regulatory, carrier, security, reputational, financial, or operational risk;
3. Customer has failed to pay amounts when due;
4. Customer's Account is compromised or appears insecure;
5. Customer's traffic, content, registration, or practices may violate carrier rules, 10DLC requirements, or Applicable Law; or
6. suspension is required by law, carrier, provider, court order, or government request.

Beep may terminate an Order Form for material breach if Customer does not cure within 10 days after notice, or immediately for nonpayment, unlawful use, carrier/regulatory risk, security risk, abusive conduct, or mission-inconsistent use described above.

Upon termination, Customer must stop using the Services and pay all accrued amounts. For 30 days after termination, Beep will make Customer Data available for export upon written request, unless prohibited by law, security concerns, nonpayment, or technical constraints. After that period, Beep may delete or retain Customer Data according to its retention practices, legal obligations, and the DPA.

14. Disclaimers

The Services are provided "as is" and "as available" except as expressly stated in an Order Form. To the maximum extent permitted by law, Beep disclaims all implied warranties, including merchantability, fitness for a particular purpose, non-infringement, and uninterrupted or error-free operation. Beep does not warrant that Customer's use of the Services will achieve any campaign, fundraising, organizing, compliance, deliverability, or business result.

15. Limitation of liability

To the maximum extent permitted by law, Beep will not be liable for indirect, incidental, special, consequential, exemplary, punitive, or lost-profit damages, or for loss of goodwill, data, business opportunity, campaign outcome, or reputation, even if advised of the possibility.

To the maximum extent permitted by law, Beep's total liability arising out of or relating to the Services, an Order Form, or these Terms will not exceed the greater of (a) amounts Customer paid to Beep for the Services giving rise to the claim during the three months before the event giving rise to liability or (b) $10,000.

16. Indemnification

Beep will defend Customer against third-party claims alleging that the Beep Platform, as provided by Beep and used according to these Terms, directly infringes a U.S. patent, copyright, or trademark, or misappropriates a trade secret. Beep has no obligation for claims arising from Customer Data, Customer Content, modifications, combinations, unsupported use, third-party services, or Customer's violation of these Terms. Beep may resolve an infringement claim by modifying the Services, obtaining continued rights, or terminating the affected Services with a refund of prepaid unused fees.

Customer will defend, indemnify, and hold harmless Beep and its affiliates, personnel, contractors, vendors, and service providers from any claim, investigation, fine, penalty, surcharge, chargeback, fee, cost, or damages arising from or related to: Customer Data; Customer Content; Customer's communications; recipient claims; opt-in/consent failures; opt-out failures; TCPA, CTIA, 10DLC, carrier, campaign-finance, election-law, lobbying-law, consumer-protection, or privacy-law violations; Customer's users, contractors, volunteers, agents, API keys, AI agents, automations, or integrations; nonpayment; or Customer's breach of these Terms or an Order Form. Customer is responsible for, and will reimburse Beep on demand for, any carrier, aggregator, registry, 10DLC, telecommunications, platform, or similar fines, penalties, surcharges, chargebacks, fees, remediation costs, suspension costs, or investigation costs attributable to Customer's Account, Customer Data, Customer Content, messaging program, users, agents, instructions, or violation of Applicable Law, carrier requirements, an Order Form, or these Terms.

17. Third-party services and carriers

The Services depend on third-party providers, telecommunications carriers, aggregators, registries, hosting providers, payment processors, analytics providers, AI/model providers, and other subprocessors. Beep is not responsible for third-party outages, carrier filtering, deliverability decisions, registration rejections, throughput limits, surcharges, penalties, or policy changes, except to the extent caused by Beep's breach of these Terms.

18. Publicity

Neither party may use the other party's name, logo, or marks publicly without prior written consent, except that Beep may identify Customer as a customer in non-public sales conversations and customer lists unless the Order Form states otherwise. Public case studies, press releases, and website logos require written approval.

19. Notices

Notices to Beep must be sent to [email protected] and Beep Messaging LLC, 418 Broadway #11549, Albany, NY 12207, USA. Security incident notices may be sent to [email protected]. Notices to Customer may be sent to the email or address in the Order Form or Account.

20. General terms

These Terms, the DPA, Privacy Policy, and applicable Order Forms are the entire agreement for the Services and supersede prior discussions. Beep may update these Terms with reasonable notice by email, account notice, or website posting. Continued use after the effective date constitutes acceptance, unless the changes materially reduce Customer's rights during an active Order Form, in which case Customer may object in writing within 30 days and the prior terms will apply through the current Order Form term.

Neither party may assign these Terms without the other's consent, except in connection with a merger, acquisition, reorganization, or sale of substantially all assets, provided the assignee assumes the obligations. The parties are independent contractors. No waiver is effective unless in writing. If any provision is unenforceable, it will be limited to the minimum extent necessary. Neither party is liable for delays caused by events beyond reasonable control. The sections that by nature should survive termination will survive, including payment, confidentiality, IP, disclaimers, limitations of liability, indemnities, and dispute terms.

These Terms are governed by the laws of the State of New York, without regard to conflict-of-law rules, unless the applicable Order Form states otherwise.

The parties will first attempt in good faith to resolve any dispute arising out of or relating to the Services, an Order Form, or these Terms within 30 days after written notice of the dispute. Any dispute not resolved during that period will be resolved by confidential, binding arbitration administered by the American Arbitration Association (AAA) under its commercial arbitration rules. The seat and venue of arbitration will be New York County, New York, unless the Order Form states otherwise. Judgment on the arbitral award may be entered in any court of competent jurisdiction.

Either party may seek temporary, preliminary, or emergency injunctive relief in a court of competent jurisdiction to protect Confidential Information, intellectual property, data security, platform integrity, or against unauthorized use of the Services. The Order Form may modify or replace this dispute-resolution section for a specific customer.

Contact

Questions about these Terms? Contact us at [email protected].