Beacn Online Subscription Agreement

Version 1.0 · Effective October 16, 2026

This Online Subscription Agreement (the "Agreement") is between Agentic Ventures LLC ("Agentic Ventures," "we," "us") and the Customer named in the Order Form ("Customer," "you"). It takes effect when the Order Form is signed (the "Effective Date").

1. Definitions

• "Service" means the Beacn online service at beacn.net, including its plays, Revenue Brain, Account Memory and related software, as described in the Documentation.
• "Documentation" means the product descriptions and user guides we make available for the Service.
• "Customer Data" means data you or your users submit to the Service, including data from CRM, email, calendar and other systems you connect.
• "Output" means content the Service generates for you, such as briefs, account lists, audits, blueprints and drafts.
• "Subscription Term" means the initial term and any renewal terms stated in the Order Form.
• "Agentic Ventures" includes its subcontractors acting on its behalf. We remain responsible for their performance.

2. Use of the Service

1. Access. During the Subscription Term, you may access and use the Service for your internal business purposes, within the limits of your plan.
2. Users. You are responsible for your users, for keeping their credentials secure, and for all activity under your account.
3. Restrictions. You will not: resell, sublicense or provide the Service to third parties; reverse engineer it, except where law allows; use it or Output to build a competing product; exceed your plan limits; or use it in breach of the Acceptable Use terms in the Online Services Terms.
4. Changes. We may update or change the Service. We will not materially reduce its core functionality during your current Subscription Term, and we will give at least 30 days' notice before removing a material feature.
5. No reliance on future features. Your purchase is not contingent on any future functionality or on any public or private statement about future features.

3. Fees and payment

1. Fees. You will pay the fees in the Order Form. Outcome fees are calculated as set out in the Online Services Terms.
2. Invoicing. Subscription fees are billed monthly in advance and are due within 30 days of the invoice date.
3. Late payment. Overdue amounts accrue interest at 1.5% per month, or the maximum the law allows if lower. You will reimburse reasonable costs of collecting overdue amounts.
4. Taxes. Fees exclude taxes. You pay all applicable sales, use, value-added and similar taxes, other than taxes on our income.
5. No refunds. Fees are non-refundable and commitments are non-cancellable, except as this Agreement expressly provides.
6. Price changes. We may change fees for a renewal term by giving at least 45 days' notice before that term begins.

4. Term and renewal

1. The Subscription Term starts on the date in the Order Form and lasts for the initial term stated there.
2. It renews automatically for successive terms of the same length unless either party gives notice of non-renewal at least 30 days before the current term ends.
3. This Agreement continues while any Subscription Term is in effect.

5. Customer Data, Output and privacy

1. Your data. You own Customer Data. You grant us a limited license to host, copy, process and display it only to provide, secure and support the Service.
2. No model training. We do not use Customer Data or Output to train artificial-intelligence models.
3. Your Output. As between the parties, you own Output, subject to our rights in the Service and in the templates, frameworks and methods used to produce it. Output for other customers may be similar.
4. Usage data. We may collect and use aggregated, de-identified data about use of the Service to operate and improve it. It will not identify you or any individual.
5. Data protection. We process personal data under the data protection terms in the Online Services Terms.
6. Your responsibilities. You are responsible for the accuracy of Customer Data, for having the rights and giving the notices needed to provide it to us, and for all decisions you make and actions you take using Output, including outreach to prospects.

6. Intellectual property

1. Ours. We and our licensors own the Service, the Documentation, the plays and all related intellectual property, including improvements. No rights are granted except as stated in this Agreement.
2. Feedback. If you give us suggestions or feedback, we may use them freely and without obligation to you.

7. Confidentiality

1. Each party will protect the other's confidential information with at least reasonable care, and use it only to perform under this Agreement. Pricing and the terms of this Agreement are our confidential information.
2. Confidential information excludes information that is public through no fault of the recipient, already known to it, independently developed, or lawfully received from a third party without restriction.
3. A party may disclose confidential information when required by law, after giving prompt notice where allowed.
4. These obligations last during this Agreement and for 1 year after it ends, and for as long as any trade secret remains a trade secret.

8. Warranties and disclaimers

1. Limited warranty. We warrant that the Service will perform materially as described in the Documentation during the Subscription Term.
2. Remedy. If it does not, notify us within 30 days of the issue arising. We will use commercially reasonable efforts to correct it. If we cannot do so within 30 days of your notice, you may terminate the affected subscription and we will refund prepaid fees for the remainder of the term. This is your sole and exclusive remedy for breach of this warranty.
3. Availability. Your sole and exclusive remedy for unavailability of the Service is the service credits in the Service Level Agreement.
4. Disclaimer. EXCEPT AS EXPRESSLY STATED IN THIS SECTION 8, THE SERVICE AND OUTPUT ARE PROVIDED "AS IS" AND "AS AVAILABLE." WE DISCLAIM ALL OTHER WARRANTIES, WHETHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT. WE DO NOT WARRANT THAT THE SERVICE WILL BE UNINTERRUPTED OR ERROR-FREE, THAT OUTPUT WILL BE ACCURATE OR COMPLETE, OR THAT USE OF THE SERVICE WILL PRODUCE ANY BUSINESS RESULT, INCLUDING PIPELINE, REVENUE OR CONVERSION.
5. Preview features. Features labeled preview, beta or early access, and any free or trial use, are provided "as is" and excluded from all warranties, the Service Level Agreement and our indemnity.

9. Limitation of liability

1. Excluded damages. NEITHER PARTY WILL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES, OR FOR LOST PROFITS, REVENUE, PIPELINE, BUSINESS OPPORTUNITY, GOODWILL OR DATA, HOWEVER CAUSED, EVEN IF ADVISED OF THEIR POSSIBILITY.
2. Cap. EACH PARTY'S TOTAL LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT, INCLUDING UNDER SECTION 11.1, WILL NOT EXCEED THE FEES PAID OR PAYABLE BY CUSTOMER UNDER THIS AGREEMENT IN THE 90 DAYS BEFORE THE FIRST EVENT GIVING RISE TO LIABILITY.
3. Exceptions. The limits in this Section 9 do not apply to: Customer's obligation to pay fees; Customer's obligations under Section 11.2; Customer's breach of Section 2.3 (Restrictions); or a party's liability for fraud or willful misconduct.
4. Time limit. Either party must bring any claim arising out of or related to this Agreement within 2 years after the claim arises.
5. These limits apply under any theory of liability, including contract, tort and negligence. They are a fair allocation of risk reflected in the fees.

10. Suspension

We may suspend access to the Service, in whole or in part, if: (a) any amount is more than 15 days overdue after we give notice; (b) your use poses a security risk to the Service or others; or (c) you materially breach Section 2.3 or the Acceptable Use terms. We will give notice before suspending when practicable, limit the suspension to what is necessary, and restore access promptly once the cause is resolved. Fees continue to accrue during a suspension caused by you.

11. Indemnification

1. By us. We will defend you against any third-party claim alleging that the Service, as provided by us, infringes that party's United States patent, copyright or trademark or misappropriates its trade secret, and we will pay the amounts finally awarded or agreed in settlement. We have no obligation for claims arising from Customer Data; Output, or Output you modify; third-party models, data or services; combination with items we did not provide; or use in breach of this Agreement. If the Service is or may be found infringing, we may modify it, obtain a license, or terminate the affected subscription and refund prepaid fees for the remainder of the term. This Section 11.1 states our entire obligation for infringement claims.
2. By you. You will defend us against any third-party claim arising from Customer Data, your use of Output (including outreach to prospects), or your use of the Service in breach of this Agreement or applicable law, and you will pay the amounts finally awarded or agreed in settlement.
3. Process. The party seeking defense must give prompt written notice of the claim, give the other party sole control of its defense and settlement, and provide reasonable cooperation at the other party's expense. No settlement may impose an obligation on the defended party without its consent.

12. Termination

1. For breach. Either party may terminate this Agreement or an affected subscription if the other party materially breaches it and does not cure the breach within 30 days of written notice.
2. For insolvency. Either party may terminate if the other becomes insolvent, makes an assignment for the benefit of creditors, or becomes subject to bankruptcy proceedings.
3. No termination for convenience. Neither party may terminate a Subscription Term early for convenience.
4. Effect. On termination or expiration, your right to use the Service ends, and you will pay all fees accrued to that date. If we terminate for your breach, all fees for the remainder of the current term become immediately due.
5. Data export. For 30 days after termination or expiration, you may export Customer Data using the Service's export features. After that, we will delete it as described in the Online Services Terms, except as law requires us to retain it.
6. Survival. Sections 3, 5.6, 6, 7, 8.4, 9, 11, 12 and 13 survive termination or expiration.

13. General

1. Entire agreement. The Order Form and the Beacn Customer Terms are the entire agreement between the parties on their subject, and supersede all prior discussions. Terms in any purchase order, vendor portal, invoice-processing system or other Customer form do not apply, even if we accept or sign it.
2. Order of precedence. If documents conflict, the Order Form controls (for Special Terms only), then this Agreement, then the Online Services Terms, Service Level Agreement and Support Policy.
3. Updates to linked terms. We may update the Online Services Terms, Service Level Agreement and Support Policy, and will publish the current version at beacn.net/legal. Updates will not materially reduce your rights or our commitments during your current Subscription Term; they apply from your next renewal.
4. Publicity. We may identify you as a customer, including by name and logo, on our website and in sales materials. You may opt out at any time by email. Any case study or quote attributed to you requires your prior approval.
5. Assignment. Neither party may assign this Agreement without the other's written consent, except to an affiliate or to a successor in a merger, acquisition, reorganization or sale of all or substantially all of its relevant business or assets.
6. Force majeure. Neither party is liable for delay or failure caused by events beyond its reasonable control, including outages of third-party hosting, database, AI-model or network providers, natural disasters, war, labor disputes or government action. This does not excuse payment obligations.
7. Independent contractors. The parties are independent contractors. This Agreement creates no partnership, joint venture, agency or employment relationship.
8. Notices. Legal notices must be in writing and sent by email with confirmation of receipt, or by courier, to the notices contact in the Order Form. Our notices address is hello@beacn.net. Operational notices may be given by email or within the Service.
9. Governing law and venue. This Agreement is governed by the laws of the State of Delaware, excluding its conflict-of-laws rules. The parties submit to the exclusive jurisdiction of the state and federal courts located in the State of Delaware, and each party consents to personal jurisdiction there. The UN Convention on Contracts for the International Sale of Goods does not apply.
10. Export and sanctions. Each party will comply with applicable export control and sanctions laws.
11. Miscellaneous. If any provision is held unenforceable, it will be enforced to the maximum extent permitted and the rest of this Agreement remains in effect. A waiver is effective only in writing. This Agreement may be signed electronically and in counterparts.