These Terms of Service (the “Terms”) constitute a legally binding agreement between you and Beep AI, Inc. (“beep,” “we,” “our,” or “us”) governing your access to and use of the beep website located at https://justbeep.it/ (the “Site”) and beep products and services (collectively with the Site, the “Services”). Please read on to learn the rules and restrictions that govern your use of our website(s), products, services and applications (the “Services”). If you have any questions, comments, or concerns regarding these terms or the Services, please contact us during our customer support hours, Monday through Friday, 9:00 AM to 5:00 PM PST at: Email: admin@justbeep.it Address: 945 Taraval St, San Francisco, California 94116

Please read these Terms carefully. They cover important information about Services provided to you and any charges, taxes, and fees we bill you. These Terms include information about future changes to these Terms, automatic renewals, limitations of liability, a class action waiver and resolution of disputes by arbitration instead of in court. PLEASE NOTE THAT YOUR USE OF AND ACCESS TO OUR SERVICES ARE SUBJECT TO THE FOLLOWING TERMS; IF YOU DO NOT AGREE TO ALL OF THE FOLLOWING, YOU MAY NOT USE OR ACCESS THE SERVICES IN ANY MANNER.

ARBITRATION NOTICE AND CLASS ACTION WAIVER: EXCEPT FOR CERTAIN TYPES OF DISPUTES DESCRIBED IN THE ARBITRATION AGREEMENT SECTION BELOW, YOU AGREE THAT DISPUTES BETWEEN YOU AND US WILL BE RESOLVED BY BINDING, INDIVIDUAL ARBITRATION AND YOU WAIVE YOUR RIGHT TO PARTICIPATE IN A CLASS ACTION LAWSUIT OR CLASS-WIDE ARBITRATION.

By entering into these Terms, and/or by accessing or using the Services, you expressly acknowledge that you have read, understood, and agree to be bound by these Terms. These Terms apply to all visitors and others who access or use the Services (“you,” or “your”). If you agree to these Terms on behalf of an organization or entity, you represent and warrant that you are authorized to agree to these Terms on behalf of your organization or entity and to bind them to these Terms (in which case, references to “you” and “your” in these Terms refer to that organization or entity).

1. PRIVACY POLICY AND ADDITIONAL TERMS

Our Privacy Policy explains how we collect, use, and share your information and is hereby incorporated into these Terms. You agree that your access to and use of the Services is governed by our Privacy Policy.

Your use of the Services is subject to all additional terms, policies, rules, or guidelines referenced in these Terms or that we may post on or link from the Services (the “Additional Terms”), such as rules applicable to a particular feature or content on the Services. All Additional Terms are incorporated by reference into and made a part of these Terms.

2. ACCOUNTS

2.1 Account Creation. In order to use certain features of the Services, you must register for an account (“Account”) and provide certain information about yourself as prompted by the account registration form. You represent and warrant that: (a) all required registration information you submit is truthful and accurate; (b) you will maintain the accuracy of such information. You may delete your account at any time, for any reason, by following the instructions on the Services or by contacting us at admin@justbeep.it. You must be at least 18 years old to create an Account or use the Services. beep may suspend or terminate your account in accordance with Section 9. You may not select as your beep User ID a name that you do not have the right to use, or another person’s name with the intent to impersonate that person. You may not transfer your account to anyone else without our prior written permission.

2.2 Account Responsibilities. You are responsible for maintaining the confidentiality of your Account login information and are fully responsible for all activities that occur under your account. You agree to immediately notify beep of any unauthorized use or suspected unauthorized use of your account or any other breach of security. beep cannot and will not be liable for any loss or damage arising from your failure to comply with the above requirements. You will not share your beep User ID, account or password with anyone, and you must protect the security of your beep User ID, account, password and any other access tools or credentials. You’re responsible for any activity associated with your beep User ID and account.

3. ACCESS TO THE SITE AND SERVICES

3.1 License. Subject to these Terms, beep grants you a non-transferable, non-exclusive, revocable, limited license to use and access the Services solely for your own internal business purposes and use.

3.2 Certain Restrictions. The rights granted to you in these Terms are subject to the following restrictions: (a) you shall not license, sell, rent, lease, transfer, assign, distribute, host, or otherwise commercially exploit the Services, whether in whole or in part, or any content displayed on the Services; (b) you shall not modify, make derivative works of, disassemble, reverse compile or reverse engineer any part of the Services; (c) you shall not access the Services in order to build a similar or competitive website, product, or service; (d) you shall not post information or interact with the Services in in a manner which is fraudulent, libelous, abusive, obscene, profane, harassing, or illegal; (e) you shall not use the Services for any illegal purpose or in violation of any law, statute, rule, permit, ordinance or regulation; (f) you shall not use the Services in any way that infringes or misappropriates any third party’s rights, including intellectual property rights, copyright, patent, trademark, trade secret, or other proprietary rights, or rights of publicity or privacy; and (f) except as expressly stated herein, no part of the Services may be copied, reproduced, distributed, republished, downloaded, displayed, posted or transmitted in any form or by any means. Unless otherwise indicated, any future release, update, or other addition to functionality of the Services shall be subject to these Terms. All copyright and other proprietary notices on the Services (or on any content displayed on the Services) must be retained on all copies thereof.

3.3 Modification. beep reserves the right, at any time, to modify, suspend, or discontinue the Services (in whole or in part) with or without notice to you. You agree that beep will not be liable to you or to any third party for any modification, suspension, or discontinuation of the Services or any part thereof.

3.4 No Support or Maintenance. We will use commercially reasonable efforts to provide you with support and maintenance services in our sole discretion. However, you acknowledge and agree that beep will have no obligation to provide you with any support or maintenance in connection with the Services.

3.5 Ownership. You acknowledge that all the intellectual property rights, including copyrights, patents, trademarks, and trade secrets, in the Services and its content are owned by beep or beep’s suppliers. Neither these Terms (nor your access to the Services) transfers to you or any third party any rights, title, or interest in or to such intellectual property rights, except for the limited access rights expressly set forth in Section 3.1. beep and its supplier’s reserve all rights not granted in these Terms. There are no implied licenses granted under these Terms.

3.7 Feedback. You acknowledge and agree that any feedback, comments, or suggestions you may provide regarding the Services (“Feedback”) will be the sole and exclusive property of beep and you hereby irrevocably assign to us all of your right, title, and interest in and to all Feedback. Any data that we generate from your usage of the Services will be owned by beep and handled subject to the terms of our Privacy Policy, as applicable.

4. Your Content

You are solely responsible for the accuracy, content, and legality of all data and information you provide to beep and/or transmit through the Services (“Your Content”). As between beep and you, you own all Your Content, and you represent and warrant that any Your Content does not and will not violate third-party rights of any kind, including without limitation any intellectual property rights or rights of privacy. We reserve the right (but not the obligation) to reject and/or remove any of Your Content that we believe, in our sole discretion, violates these Terms. You hereby grant to beep: (i) a nonexclusive, worldwide, fully-paid, royalty-free right and license to download, receive, collect, access, modify, copy, store, retain, and otherwise use Your Content in order to provide and support the Services or otherwise upon your consent or direction, and to develop and improve the Services; and (ii) a nonexclusive, worldwide, perpetual, irrevocable, fully-paid, royalty-free right and license to collect, retain, store, use, modify, distribute, and disclose Your Content in aggregated and anonymized form and any inferred insight relating to Your Content for any purpose whatsoever, provided that any such disclosure does not identify you or any third party by name or description sufficient to identify you or such third party as the source or subject of such information, in whole or in part. Beep does not review, endorse, or guarantee the accuracy or legality of user-generated content or AI-generated outputs. You agree that you are solely responsible for your content and the legal consequences of any information you generate or share using the Services.

5. Payment

When you purchase the Services, you agree to the applicable pricing and payment terms on the Services or as otherwise agreed upon in writing between you and beep. beep may add new features for additional fees and charges, or amend fees and charges for existing features at any time in its sole discretion. Any change to our pricing or payment terms shall become effective in the billing cycle following notice of such change to you as provided in these Terms. Your continued use of the applicable Services after any price change becomes effective constitutes your Agreement to pay the changed amount.

The Services may offer a free trial version after which we may charge a fee for using the Services. If you are using a free version of the Services, we will notify you before any Services you are then using begin carrying a fee, and if you wish to continue using such Services, you must pay all applicable fees for such Services. Note that if you elect to receive text messages through the Services, data and message rates may apply. Any and all such charges, fees or costs are your sole responsibility. You should consult with your wireless carrier to determine what rates, charges, fees or costs may apply to your use of the Services.

5.1. Paid Services. Certain of our Services may be subject to payments now or in the future (the “Paid Services”). Please note that any payment terms presented to you in the process of using or signing up for a Paid Service are deemed part of these Terms. For example, some Paid Services will charge a fee for downloading or installing the Services through the App Store (as defined below) linked to your specific device. You agree to comply with, and your license to use our mobile application is conditioned upon your compliance with, such App Store terms and conditions. Any refunds relating to the applications or inquiries regarding refunds relating to the applications shall be handled solely by the applicable App Store in accordance with such App Store’s terms and conditions.

5.3 Payment Method. The terms of your payment will be based on your Payment Method and may be determined by agreements between you and the financial institution, credit card issuer or other provider of your chosen Payment Method. If we, through the Payment Processor, do not receive payment from you, you agree to pay all amounts due on your Billing Account upon demand.

5.4 Recurring Billing; Insufficient Funds Fee; Cancellation Terms.

Certain Paid Services may involve an initial one-time charge followed by recurring periodic charges as agreed. By electing a recurring payment plan, you authorize Beep to initiate recurring charges to your designated payment method without further authorization, until you provide prior written notice of cancellation or payment method update (receipt of which must be confirmed by Beep). Such notice shall not affect charges submitted prior to Beep’s reasonable ability to act. To modify or cancel your payment authorization, please visit Account Settings or contact admin@justbeep.it. In the event any attempted payment charge is declined due to insufficient funds or any other payment failure, you agree to pay an administrative fee of $100 per declined transaction, in addition to the unpaid subscription amount. This fee is intended to compensate Beep for actual costs incurred, including but not limited to bank charges, administrative processing, account handling, and service disruption management. Beep reserves the right to suspend or terminate access to the Services until all outstanding amounts, including any applicable fees, are paid in full. If you subscribe to a recurring subscription plan, whether billed monthly or annually, and cancel prior to the expiration of the annual term, you remain liable for payment of the full annual subscription amount. Upon cancellation for any reason, the unpaid balance of the full annual amount shall become immediately due and payable without further notice or demand, and Beep may automatically charge the outstanding balance to your authorized payment method. Beep further reserves the right, in its sole discretion, to suspend or terminate access to the Services upon early cancellation, without waiving its right to collect any amounts owed. You represent and warrant that your use of the Services is for business purposes only and not for personal, family, or household use.

5.5 Current Information Required. YOU MUST PROVIDE CURRENT, COMPLETE AND ACCURATE INFORMATION FOR YOUR BILLING ACCOUNT. YOU MUST PROMPTLY UPDATE ALL INFORMATION TO KEEP YOUR BILLING ACCOUNT CURRENT, COMPLETE AND ACCURATE (SUCH AS A CHANGE IN BILLING ADDRESS, CREDIT CARD NUMBER, OR CREDIT CARD EXPIRATION DATE), AND YOU MUST PROMPTLY NOTIFY US OR OUR PAYMENT PROCESSOR IF YOUR PAYMENT METHOD IS CANCELED (E.G., FOR LOSS OR THEFT) OR IF YOU BECOME AWARE OF A POTENTIAL BREACH OF SECURITY, SUCH AS THE UNAUTHORIZED DISCLOSURE OR USE OF YOUR USER NAME OR PASSWORD. CHANGES TO SUCH INFORMATION CAN BE MADE AT ACCOUNT SETTINGS. IF YOU FAIL TO PROVIDE ANY OF THE FOREGOING INFORMATION, YOU AGREE THAT WE MAY CONTINUE CHARGING YOU FOR ANY USE OF PAID SERVICES UNDER YOUR BILLING ACCOUNT UNLESS YOU HAVE TERMINATED YOUR PAID SERVICES AS SET FORTH ABOVE.

5.6 Change in Amount Authorized. If the amount to be charged to your Billing Account varies from the amount you preauthorized (other than due to the imposition or change in the amount of state sales taxes), you have the right to receive, and we shall provide, notice of the amount to be charged and the date of the charge before the scheduled date of the transaction. Any agreement you have with your payment provider will govern your use of your Payment Method. You agree that we may accumulate charges incurred and submit them as one or more aggregate charges during or at the end of each billing cycle.

5.7 Auto-Renewal for Paid Services. Unless you opt out of auto-renewal, which can be done through your account settings, any Paid Services you have signed up for will be automatically extended for successive renewal periods of the same duration as the subscription term originally selected, at the then-current non-promotional rate. To change or resign your Paid Services at any time, go to account settings[LINK] or, for mobile applications, cancel your subscription in the subscription management section of the applicable App Store. If you terminate a Paid Service, you may use your subscription until the end of your then-current term, and your subscription will not be renewed after your then-current term expires. However, you will not be eligible for a prorated refund of any portion of the subscription fee paid for the then-current subscription period. IF YOU DO NOT WANT TO CONTINUE TO BE CHARGED ON A RECURRING MONTHLY BASIS, YOU MUST CANCEL THE APPLICABLE PAID SERVICE THROUGH YOUR ACCOUNT SETTINGS OR TERMINATE YOUR beep ACCOUNT BEFORE THE END OF THE RECURRING TERM. PAID SERVICES CANNOT BE TERMINATED BEFORE THE END OF THE PERIOD FOR WHICH YOU HAVE ALREADY PAID, AND EXCEPT AS EXPRESSLY PROVIDED IN THESE TERMS, beep WILL NOT REFUND ANY FEES THAT YOU HAVE ALREADY PAID.

5.8 Reaffirmation of Authorization. Your non-termination or continued use of a Paid Service reaffirms that we are authorized to charge your Payment Method for that Paid Service. We may submit those charges for payment and you will be responsible for such charges. This does not waive our right to seek payment directly from you. Your charges may be payable in advance, in arrears, per usage, or as otherwise described when you initially selected to use the Paid Service.

5.9 Free Trials and Other Promotions. Any free trial or other promotion that provides access to a Paid Service must be used within the specified time of the trial. You must stop using a Paid Service before the end of the trial period in order to avoid being charged for that Paid Service. If you cancel prior to the end of the trial period and are inadvertently charged for a Paid Service, please contact us at admin@justbeep.it.

6. THIRD-PARTY LINKS & ADS; OTHER USERS

6.1 Third-Party Links & Ads. The Services may contain links to third-party websites and services and/or display advertisements for third parties (collectively, “Third-Party Links & Ads”). Such Third-Party Links & Ads are not under the control of beep, and beep is not responsible for any Third-Party Links & Ads. beep provides access to these Third-Party Links & Ads only as a convenience to you and does not review, approve, monitor, endorse, warrant, or make any representations with respect to Third-Party Links & Ads. You use all Third-Party Links & Ads at your own risk and should apply a suitable level of caution and discretion in doing so. When you click on any of the Third-Party Links & Ads, the applicable third party’s terms and policies apply, including the third party’s privacy and data gathering practices. You should make whatever investigation you feel necessary or appropriate before proceeding with any transaction in connection with such Third-Party Links & Ads.

6.2 Other Users. Your interactions with other Services users are solely between you and such users. You agree that beep will not be responsible for any loss or damage incurred as the result of any such interactions. If there is a dispute between you and any Services user, we are under no obligation to become involved.

7. DISCLAIMERS

7.1 Standard Disclaimers. beep and its licensors, suppliers, partners, parent, subsidiaries or affiliated entities, and each of their respective officers, directors, members, employees, consultants, contract employees, representatives and agents, and each of their respective successors and assigns (beep and all such parties together, the “beep Parties”) make no representations or warranties concerning the Services, including without limitation regarding any Content contained in or accessed through the Services, and the beep Parties will not be responsible or liable for the accuracy, copyright compliance, legality, or decency of material contained in or accessed through the Services or any claims, actions, suits procedures, costs, expenses, damages or liabilities arising out of use of, or in any way related to your participation in, the Services. The beep Parties make no representations or warranties regarding suggestions or recommendations of services or products offered or purchased through or in connection with the Services. THE SERVICES AND CONTENT ARE PROVIDED BY beep (AND ITS LICENSORS AND SUPPLIERS) ON AN “AS-IS” BASIS, WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, OR THAT USE OF THE SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE. SOME STATES DO NOT ALLOW LIMITATIONS ON HOW LONG AN IMPLIED WARRANTY LASTS, SO THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU.

7.2 Service Disclaimers. You acknowledge and agree that Beep is not a bank, financial institution or a digital asset custodian. By accessing and using the Services, you represent that you understand the inherent risks associated with using cryptographic and blockchain-based systems, and that you have a working knowledge of the usage and intricacies of Digital Assets. You further understand that the markets for these Digital Assets are highly volatile due to factors including (but not limited to) adoption, speculation, technology, security, and regulation. You acknowledge and accept that the cost and speed of transacting with cryptographic and blockchain-based systems such as SUI are variable and may increase dramatically at any time. You further acknowledge and accept the risk that your Digital Assets, or any Digital Assets you acquire, including through a third-party exchange accessed via the Privy Wallet may lose some or all of their value and you may suffer loss due to the fluctuation of prices of tokens and/or significant price slippage and cost. You understand that anyone can create a token, including fake versions of existing tokens and tokens that falsely claim to represent projects, and acknowledge and accept the risk that you may mistakenly trade those or other tokens. You further acknowledge that we are not responsible for any of these variables or risks and that we cannot be held liable for any resulting losses that you experience while accessing or using the Site or Services.

The Site and Services and your Digital Assets could be impacted by one or more government or regulatory inquiries or government or regulatory actions, which could impede or limit the ability of Beep to continue to make its proprietary software, and thus, could impede or limit your ability to continue to use the Services.

You understand and acknowledge that cryptography is a progressing field with advances in code cracking by bad actors, and technical advancements, such as the development of quantum computers, which may present risks to Digital Assets and the services, and could result in the theft or loss of your Digital Assets.

Although we intend to provide accurate and timely information on the Site and during your use of the Site and the Services, that intention does not reflect a binding commitment, and the Site and other information available when using the Services may not be accurate, complete, error- free or current. To continue to provide you with as complete and accurate information as possible, information may be changed or updated from time to time without notice, including, without limitation, information regarding our policies. Accordingly, you should verify all information before relying on it in any manner, and all decisions based on such information contained on the Site or made available through the Services are your sole and absolute responsibility. No representation of any kind or nature is made as to the accuracy, completeness or appropriateness for any particular purpose of any pricing or other information distributed via the Site or Services. Pricing information may be higher or lower than prices available on platforms providing similar services.

Any reference to a type of Digital Asset on the Site or otherwise during the use of the Services does not indicate our approval or disapproval of the technology on which the Digital Asset relies,

and should not be used as a substitute for your understanding of the risks specific to each type of Digital Asset and the use and availability of any particular blockchain.

Use of the Services, in particular for trading Digital Assets, may carry financial risk. Digital Assets are, by their nature, highly experimental, risky, and volatile. Transactions entered into in connection with the Services are irreversible, final and there are no refunds. You acknowledge and agree that you will access and use the Site and the Services at your own risk. The risk of loss in trading Digital Assets can be substantial (all the more so if you are leveraged). You should, therefore, carefully assess whether such trading is suitable and appropriate for you in light of your circumstances and financial resources. By using the Site and Services, you represent and warrant that you have been, are, and will be solely responsible for making your independent appraisal and investigations into the risks of a given transaction and the underlying Digital Assets. You represent that you have sufficient knowledge, market sophistication, professional advice, and experience to make your evaluation of the merits and risks of any transaction conducted in connection with the Services or any Digital Asset. You accept all consequences of using the Services, including the risk that you may lose access to your Digital Assets indefinitely. All transaction decisions are made solely by you. Notwithstanding anything in these Terms, we accept no responsibility whatsoever for, and will in no circumstances be liable to you in connection with, your use of the Services for performing Digital Asset transactions.

Beep is a developer of software. Beep is not a broker, nor is it a dealer or arranger, nor does it operate a Digital Asset exchange platform or offer trade execution or clearing services and, therefore, has no oversight, involvement, or control concerning the transactions you choose to conduct via the Services. All transactions between users of Beep-developed software are executed peer-to-peer directly between the users' SUI (or other network) addresses through smart contracts. You are responsible for complying with all laws that may be applicable to or govern your use of the Services.

No financial regulatory authority has reviewed or approved the use of the Beep-developed software that comprises the Site and the Services. The Site and the Beep-developed software do not constitute advice or a recommendation concerning any commodity, security, or other Digital Asset or instrument. Beep is not acting as an investment manager, adviser, arranger, introducer or commodity trading adviser to any person or entity.

You expressly agree that you assume all risks in connection with your access and use of the Site and Services and your interaction therewith. You further expressly waive and release the Beep Parties from any and all liability, claims, causes of action, or damages arising from or in any way relating to your use of the Site and Services and your interaction therewith. If you are a California resident, you waive the benefits and protections of California Civil Code § 1542, which provides: “[a] general release does not extend to claims that the creditor or releasing party does not know or suspect to exist in his or her favor at the time of executing the release and that, if known by him or her, would have materially affected his or her settlement with the debtor or released party.”

7.3 Warranty Disclaimers

YOU EXPRESSLY ACKNOWLEDGE AND AGREE THAT USE OF THE SERVICES IS AT YOUR SOLE RISK AND THAT THE ENTIRE RISK AS TO SATISFACTORY QUALITY, PERFORMANCE, ACCURACY AND EFFORT IS WITH YOU. THE SERVICES IS PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS WITHOUT ANY REPRESENTATION OR WARRANTY, WHETHER EXPRESS, IMPLIED OR STATUTORY. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, Beep SPECIFICALLY DISCLAIMS ANY EXPRESS OR IMPLIED WARRANTIES OF TITLE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND/OR NON-INFRINGEMENT. Beep DOES NOT MAKE ANY REPRESENTATIONS OR WARRANTIES THAT ACCESS TO THE SERVICES OR SERVICES OR ANY OF THE MATERIALS CONTAINED THEREIN WILL BE CONTINUOUS, UNINTERRUPTED, TIMELY, OR ERROR-FREE. Beep DOES NOT MAKE ANY REPRESENTATIONS OR WARRANTIES AS TO THE AVAILABILITY OR FUNCTIONALITY OF THE SUI NETWORK, OR THAT SUI NETWORK WILL OPERATE FREE FROM INTERRUPTIONS, DELAYS, DEFECTS AND/OR ERRORS THAT MAY DELAY, HINDER OR PREVENT THE TRANSMISSION OF TRANSACTIONS OR MESSAGES TO OR ON THE SUI NETWORK, OR ANY OTHER NETWORK. THE DURATION OF ANY IMPLIED WARRANTY THAT IS NOT EFFECTIVELY DISCLAIMED WILL BE LIMITED TO THE LONGER OF (I) THIRTY (30) DAYS FROM THE DATE THAT YOU FIRST USE THE APPLICABLE SERVICE AND (II) THE SHORTEST PERIOD ALLOWED UNDER APPLICABLE LAW. SOME STATES / JURISDICTIONS DO NOT ALLOW LIMITATIONS ON HOW LONG AN IMPLIED WARRANTY LASTS, SO THE ABOVE LIMITATION MAY NOT APPLY TO YOU.

THE SERVICES AND FUNCTIONALITY RELY ON EMERGING TECHNOLOGIES, INCLUDING THIRD PARTY PROTOCOLS THAT WE DO NOT CONTROL. SOME FUNCTIONALITY IS SUBJECT TO INCREASED RISK THROUGH YOUR POTENTIAL MISUSE OF THINGS SUCH AS PUBLIC/PRIVATE KEY CRYPTOGRAPHY. BY USING THE SERVICES, YOU EXPLICITLY ACKNOWLEDGE AND ACCEPT THESE HEIGHTENED RISKS. YOU ARE SOLELY LIABLE FOR THE FAILURE OF ANY MESSAGE TO SEND TO OR BE RECEIVED BY THE INTENDED RECIPIENT IN THE INTENDED FORM, OR FOR DIMINUTION OF VALUE OF ANY DIGITAL TOKEN OR DIGITAL ASSET ON THE SUI NETWORK OR ANY OTHER NETWORK, AND Beep MAKES NO REPRESENTATIONS OR WARRANTIES WITH RESPECT TO THE SAME.

8. LIMITATION ON LIABILITY

TO THE FULLEST EXTENT ALLOWED BY APPLICABLE LAW, UNDER NO CIRCUMSTANCES AND UNDER NO LEGAL THEORY (INCLUDING, WITHOUT LIMITATION, TORT, CONTRACT, STRICT LIABILITY, OR OTHERWISE) SHALL ANY OF THE beep PARTIES BE LIABLE TO YOU OR TO ANY OTHER PERSON FOR (A) ANY INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE OR CONSEQUENTIAL DAMAGES OF ANY KIND, INCLUDING DAMAGES FOR LOST PROFITS, BUSINESS INTERRUPTION, LOSS OF DATA, LOSS OF GOODWILL, WORK STOPPAGE, ACCURACY OF RESULTS, OR COMPUTER FAILURE OR MALFUNCTION, (B) ANY SUBSTITUTE GOODS, SERVICES OR TECHNOLOGY, (C) ANY AMOUNT, IN THE AGGREGATE, IN EXCESS OF THE GREATER OF (I) ONE-HUNDRED ($100) DOLLARS OR (II) THE AMOUNTS PAID AND/OR PAYABLE BY YOU TO beep IN CONNECTION WITH THE SERVICES IN THE TWELVE (12) MONTH PERIOD PRECEDING THIS APPLICABLE CLAIM OR (D) ANY MATTER BEYOND OUR REASONABLE CONTROL. SOME STATES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL OR CERTAIN OTHER DAMAGES, SO THE ABOVE LIMITATION AND EXCLUSIONS MAY NOT APPLY TO YOU.

9. TERM AND TERMINATION.

Subject to this Section, these Terms will remain in full force and effect while you use the Services. We may suspend or terminate your rights to use the Services (including your account) at any time for any reason at our sole discretion, including for any use of the Services in violation of these Terms. Upon termination of your rights under these Terms, your Account and right to access and use the Services will terminate immediately. beep will not have any liability whatsoever to you for any termination of your rights under these Terms, including for termination of your account. Even after your rights under these Terms are terminated, the following provisions of these Terms will remain in effect: Sections 1, 4, 5, and 7 – 13.

10. INDEMNIFICATION AND RELEASE.

10.1 Indemnification. You agree to indemnify and hold beep (and its officers, employees, and agents) harmless, including costs and attorneys’ fees, from any claim or demand made by any third party due to or arising out of (a) your use of the Services, (b) your violation of these Terms, (c) your violation of applicable laws or regulations, (d) the nature and content of all of Your Content processed by the Services, and (e) your violation of any third-party right. beep reserves the right, at your expense, to assume the exclusive defense and control of any matter for which you are required to indemnify us, and you agree to cooperate with our defense of these claims. You agree not to settle any matter without the prior written consent of beep. beep will use reasonable efforts to notify you of any such claim, action or proceeding upon becoming aware of it.

10.2 Release. You hereby release and forever discharge the beep (and our officers, employees, agents, successors, and assigns) from, and hereby waive and relinquish, each and every past, present, and future dispute, claim, controversy, demand, right, obligation, liability, action and cause of action of every kind and nature (including personal injuries, death, and property damage), that has arisen or arises directly or indirectly out of, or that relates directly or indirectly to, the Services (including any interactions with, or act or omission of, other Services users or any Third-Party Links & Ads). IF YOU ARE A CALIFORNIA RESIDENT, YOU HEREBY WAIVE CALIFORNIA CIVIL CODE SECTION 1542 IN CONNECTION WITH THE FOREGOING, WHICH STATES: “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM OR HER MUST HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR.”

11. CHANGES.

These Terms are subject to occasional revision, and if we make any substantial changes, we may notify you by sending you an e-mail to the last e-mail address you provided to us (if any) or by prominently posting notice of the changes on our Services inside our product. You are responsible for providing us with your most current e-mail address. In the event that the last e-mail address that you have provided us is not valid, or for any reason is not capable of delivering to you the notice described above, our dispatch of the e-mail containing such notice will nonetheless constitute effective notice of the changes described in the notice. Any changes to these Terms will be effective upon our posting of notice of the changes on our Services. These changes will be effective immediately for new users of our Services. Continued use of our Services following notice of such changes shall indicate your acknowledgment of such changes and Agreement to be bound by the terms and conditions of such changes.

If you don’t agree with the new Terms, you are free to not accept them; unfortunately, that means you will no longer be able to use the Services. If you use the Services in any way after a change to the Terms is effective, that means you agree to all of the changes.

12 ARBITRATION AGREEMENT AND DISPUTE RESOLUTION.

Please read the following ARBITRATION AGREEMENT carefully because it requires you to arbitrate certain disputes and claims with beep and limits the manner in which you can seek relief from beep. Both you and beep acknowledge and agree that for the purposes of any dispute arising out of or relating to the subject matter of these Terms, beep's officers, directors, employees and independent contractors (“Personnel”) are third-party beneficiaries of these Terms, and that upon your acceptance of these Terms, Personnel will have the right (and will be deemed to have accepted the right) to enforce these Terms against you as the third-party beneficiary hereof.

12.1 Arbitration Rules; Applicability of Arbitration Agreement. The parties shall use their best efforts to settle any dispute, claim, question, or disagreement arising out of or relating to the subject matter of these Terms directly through good-faith negotiations, which shall be a precondition to either party initiating arbitration. If such negotiations do not resolve the dispute, it shall be finally settled by binding arbitration in San Francisco County, California. The arbitration will proceed in the English language, in accordance with the JAMS Streamlined Arbitration Rules and Procedures (the “Rules”) then in effect, by one commercial arbitrator with substantial experience in resolving intellectual property and commercial contract disputes. The arbitrator shall be selected from the appropriate list of JAMS arbitrators in accordance with such Rules. Judgment upon the award rendered by such arbitrator may be entered in any court of competent jurisdiction.

12.2 Costs of Arbitration.Beep will pay arbitration filing fees for claims less than ten thousand dollars ($10,000) initiated in good faith. If the arbitrator finds the claim was frivolous or brought in bad faith, the arbitrator may order reimbursement of Beep’s fees and reasonable costs.

12.3 Notice Requirement and Informal Dispute Resolution. Before either party may seek arbitration, the party must first send to the other party a written Notice of Dispute (“Notice”) describing the nature and basis of the claim or dispute and the requested relief. A Notice to the beep should be sent to 945 Taraval St, San Francisco, California 94116. After the notice is received, you and the beep may attempt to resolve the claim or dispute informally. If you and the beep do not resolve the claim or dispute within thirty (90) days after the notice is received, either party may begin an arbitration proceeding. The amount of any settlement offer made by any party may not be disclosed to the arbitrator until after the arbitrator has determined the amount of the award, if any, to which either party is entitled.

12.4 Additional Rules for Non-Appearance Based Arbitration. If non-appearance-based arbitration is elected, the arbitration shall be conducted by telephone, online and/or based solely on written submissions; the specific manner shall be chosen by the party initiating the arbitration. The arbitration shall not involve any personal appearance by the parties or witnesses unless otherwise agreed by the parties.

12.5 Small Claims Court; Infringement. Either you or beep may assert claims, if they qualify, in small claims court in San Francisco County, California or any United States county where you live or work. Furthermore, notwithstanding the foregoing obligation to arbitrate disputes, each party shall have the right to pursue injunctive or other equitable relief at any time, from any court of competent jurisdiction, to prevent the actual or threatened infringement, misappropriation or violation of a party's copyrights, trademarks, trade secrets, patents or other intellectual property rights.

12.6 Waiver of Jury Trial. THE PARTIES HEREBY WAIVE THEIR CONSTITUTIONAL AND STATUTORY RIGHTS TO GO TO COURT AND HAVE A TRIAL IN FRONT OF A JUDGE OR A JURY, instead electing that all claims and disputes shall be resolved by arbitration under this Arbitration Agreement. Arbitration procedures are typically more limited, more efficient, and less costly than rules applicable in a court and are subject to very limited review by a court. In the event any litigation should arise between you and the beep in any state or federal court in a suit to vacate or enforce an arbitration award or otherwise, YOU AND beep WAIVE ALL RIGHTS TO A JURY TRIAL, instead electing that the dispute be resolved by a judge.

12.7 Waiver of Class or Consolidated Actions. ALL CLAIMS AND DISPUTES WITHIN THE SCOPE OF THIS ARBITRATION AGREEMENT MUST BE ARBITRATED OR LITIGATED ON AN INDIVIDUAL BASIS AND NOT ON A CLASS BASIS. CLAIMS OF MORE THAN ONE CUSTOMER OR USER CANNOT BE ARBITRATED OR LITIGATED JOINTLY OR CONSOLIDATED WITH THOSE OF ANY OTHER CUSTOMER OR USER. If however, this waiver of class or consolidated actions is deemed invalid or unenforceable, neither you nor beep is entitled to arbitration; instead all claims and disputes will be resolved in a court as set forth in (12.14) below

12.8 Confidentiality. All aspects of the arbitration proceeding, including but not limited to the award of the arbitrator and compliance therewith, shall be strictly confidential. The parties agree to maintain confidentiality unless otherwise required by law. This paragraph shall not prevent a party from submitting to a court of law any information necessary to enforce this Agreement, to enforce an arbitration award, or to seek injunctive or equitable relief.

12.9 Severability. If any part or parts of this Arbitration Agreement or the Terms are found under the law to be invalid or unenforceable by a court of competent jurisdiction, then such specific part or parts shall be of no force and effect and shall be severed, and the remainder of the Agreement shall continue in full force and effect.

12.10 Right to Waive. Any or all of the rights and limitations set forth in this Arbitration Agreement may be waived by the party against whom the claim is asserted. Such waiver shall not waive or affect any other portion of this Arbitration Agreement.

12.11 Survival of Agreement. This Arbitration Agreement will survive the termination of your relationship with beep.

12.12 Emergency Equitable Relief. Notwithstanding the foregoing, either party may seek equitable emergency relief before a state or federal court in order to maintain the status quo pending arbitration. A request for interim measures shall not be deemed a waiver of any other rights or obligations under this Arbitration Agreement.

12.13 Claims Not Subject to Arbitration. Notwithstanding the foregoing, claims of defamation, violation of the Computer Fraud and Abuse Act, and infringement or misappropriation of the other party’s patent, copyright, trademark, or trade secrets shall not be subject to this Arbitration Agreement.

12.14 Courts. In any circumstances where the foregoing Arbitration Agreement permits the parties to litigate in court, the parties hereby agree to submit to the personal jurisdiction of the courts located within San Francisco County, California, for such purpose

13. GENERAL

13.1 Export. The Services may be subject to U.S. export control laws and may be subject to export or import regulations in other countries. You agree not to export, re-export, or transfer, directly or indirectly, any U.S. technical data acquired from beep, or any products utilizing such data, in violation of the United States export laws or regulations.

13.2 Disclosures. beep is located in California. If you are a California resident, you may report complaints to the Complaint Assistance Unit of the Division of Consumer Product of the California Department of Consumer Affairs by contacting them in writing at 400 R Street, Sacramento, CA 95814, or by telephone at (800) 952-5210.

13.3 Electronic Communications. The communications between you and beep use electronic means, whether you use the Services or send us e-mails, or whether beep posts notices on the Services or communicates with you via e-mail. For contractual purposes, you (a) consent to receive communications from beep in an electronic form; and (b) agree that all terms and conditions, agreements, notices, disclosures, and other communications that beep provides to you electronically satisfy any legal requirement that such communications would satisfy if it were in a hardcopy writing. The foregoing does not affect your non-waivable rights.

13.4 Entire Terms. These Terms constitute the entire agreement between you and us regarding the use of the Services. Our failure to exercise or enforce any right or provision of these Terms shall not operate as a waiver of such right or provision. The section titles in these Terms are for convenience only and have no legal or contractual effect. The word “including” means “including without limitation.” If any provision of these Terms is, for any reason, held to be invalid or unenforceable, the other provisions of these Terms will be unimpaired, and the invalid or unenforceable provision will be deemed modified so that it is valid and enforceable to the maximum extent permitted by law. Your relationship to beep is that of an independent contractor, and neither party is an agent or partner of the other. These Terms and your rights and obligations herein may not be assigned, subcontracted, delegated, or otherwise transferred by you without beep’s prior written consent, and any attempted assignment, subcontract, delegation, or transfer in violation of the foregoing will be null and void. beep may freely assign these Terms. The terms and conditions set forth in these Terms shall be binding upon assignees.

14. Miscellaneous. ‍You will be responsible for paying, withholding, filing, and reporting all taxes, duties, and other governmental assessments associated with your activity in connection with the Services, provided that the beep may, in its sole discretion, do any of the foregoing on your behalf or for itself as it sees fit. The failure of either you or us to exercise, in any way, any right herein shall not be deemed a waiver of any further rights hereunder. If any provision of these Terms are found to be unenforceable or invalid, that provision will be limited or eliminated, to the minimum extent necessary, so that these Terms shall otherwise remain in full force and effect and enforceable. You and beep agree that these Terms are the complete and exclusive statement of the mutual understanding between you and beep, and that these Terms supersede and cancel all previous written and oral agreements, communications and other understandings relating to the subject matter of these Terms. You hereby acknowledge and agree that you are not an employee, agent, partner, or joint venture of beep, and you do not have any authority of any kind to bind beep in any respect whatsoever. Except as expressly set forth in the sections above regarding the arbitration agreement, you and beep agree there are no third-party beneficiaries intended under these Terms.