Beacon Terms of Service

1. Beacon and These Terms

1.1 Beacon. “Beacon” means Asymptote’s Beacon software and services, including the Beacon command-line interface (the “CLI”), endpoint agent, local dashboard, browser extension, software development kits, APIs, Model Context Protocol (MCP) server, the beacon.sh website and its subdomains, Beacon account features, and Beacon Cloud.

1.2 Beacon Cloud. “Beacon Cloud” (formerly called Beacon Managed) means the hosted Beacon service operated by Asymptote that receives, stores, analyzes, and displays Your Content in your Beacon account. Beacon sends your agent activity to Asymptote only when you connect a device, browser, or other source to Beacon Cloud. Local-only and self-hosted use of the open-source Beacon software does not by itself send your agent activity to us, although signing in to a Beacon account sends us the account and device information described in our Privacy Policy.

1.3 Your Content. “Your Content” means the data that you, your devices, or your browser send to Beacon Cloud, including agent activity (such as prompts, responses, and model reasoning; tool calls and their arguments and results; commands and their output; file, path, repository, and branch information; diffs; model, token, and cost information; errors; and timestamps), content captured by the Beacon browser extension from supported AI websites, and any other content you submit through Beacon.

1.4 Open-Source Software. Beacon’s source code is made available under the open-source license stated in its repository (currently the MIT License). Your use, modification, and distribution of that code are governed by that license, and nothing in these Terms limits your rights under it. These Terms govern Beacon Cloud, Beacon accounts, the beacon.sh website, and any Beacon components that are not provided under an open-source license.

1.5 Other Terms. Particular features, beta releases, or paid plans may be subject to additional terms that we present to you when you access them. If additional terms conflict with these Terms, the additional terms control for that feature. The Plan Description (defined in Section 3.4(a)) forms part of these Terms. If you or your employer have a separate written agreement with Asymptote that expressly covers Beacon, that agreement controls to the extent it conflicts with these Terms.

2. Eligibility and Accounts

2.1 Eligibility. Beacon is offered to individual developers and, through the Team Plan, to organizations for their members. You may use Beacon only if you are at least 18 years old, can form a binding contract, and are not barred from using Beacon under applicable law. If you use Beacon in connection with your work, you are responsible for making sure that your employer or client permits you to do so, including permitting you to send work-related information to Beacon Cloud.

2.2 Your Account. You must provide accurate account information and keep it up to date. You are responsible for keeping your login credentials and device credentials secure and for all activity under your account. Tell us promptly at security@asymptotelabs.ai if you believe your account or an enrolled device has been accessed without your permission.

2.3 Devices and Sources. You decide which devices, browsers, and agent tools you connect to Beacon Cloud. Connect only devices, accounts, and sessions that you own or are authorized to use for this purpose. You can stop a device from sending activity at any time with the beacon endpoint disconnect command or other documented controls.

2.4 Team Plans.

2.4(a) Organizations. A Team Plan is purchased by an organization, such as a company, for its members. If you purchase or administer a Team Plan, you represent that you are authorized to accept these Terms on the organization’s behalf. The organization is responsible for the fees for its Team Plan, for the actions of its administrators, and for its members’ use of the Team workspace in compliance with these Terms.

2.4(b) Administrators and Members. The organization may designate administrators, who may invite and remove members, assign roles, configure single sign-on, view members’ agent session activity and findings, turn off Research Uses for the workspace as described in Section 2.4(f), and view the Team workspace’s administrative audit log. Each member uses their own Beacon account and must accept these Terms.

2.4(c) Visibility Within a Team. If you are a member of a Team workspace, the workspace’s administrators can see your agent session activity and findings in that workspace, which may include Your Content. Other members can see only their own agent session activity and findings, unless the organization gives them a role with wider access.

2.4(d) Organization Responsibilities. The organization is responsible for giving its members any notice, and obtaining any consent, that applicable law or its own policies require before members connect devices or send content to the Team workspace, including notice that the workspace’s administrators can see members’ agent session activity and findings, and notice that content may be used for Research Uses as described in Section 4.5 unless an administrator turns off Research Uses for the workspace or the member opts out. The organization grants the licenses in Section 4 for its own information contained in content that its members send to Beacon Cloud.

2.4(e) Content When Membership or a Team Plan Ends. When a member is removed from a Team workspace, the content that member sent to the workspace may remain in the workspace, controlled by the organization, unless the organization deletes it. If a Team Plan ends, Team features stop working, and each member’s account moves to the free Plan as described in Sections 3.4(d) and 3.4(j). Content in the workspace is retained and deleted as described in our Privacy Policy. If a member asks us to delete content they sent to a Team workspace, we may refer the request to the organization.

2.4(f) Research Uses. Section 4.5 applies to content sent to a Team workspace in the same way as it applies to the rest of Your Content. Each member can opt out of Research Uses as described in Section 4.5. An administrator can also turn off Research Uses for the whole Team workspace in the workspace’s Beacon Cloud account settings. While Research Uses are turned off for the workspace, we will not use content sent to the workspace for Research Uses, whatever a member’s own setting, and when an administrator turns them off, Section 4.5(c) applies to that content as if each member had opted out.

2.4(g) Data Processing Terms. If the organization requires data processing terms for its use of a Team Plan, it may contact us at legal@asymptotelabs.ai.

3. Using Beacon

3.1 License. Subject to these Terms, we grant you a limited, non-exclusive, non-transferable, non-sublicensable, revocable license to access and use Beacon Cloud and any Beacon components not covered by an open-source license, for your personal or internal business purposes.

3.2 How the Software Operates. Depending on your configuration, Beacon may install and run local processes, read supported agent-runtime logs and events, capture activity on supported AI websites through the browser extension, write data locally, connect to the destinations you select, and download updates. You are responsible for reviewing the permissions Beacon requests and for the systems on which you install it.

3.3 Acceptable Use. You will not, and will not help anyone else to:

• use Beacon to violate any law or anyone else’s rights, including privacy, confidentiality, and intellectual property rights;
• send Your Content that you do not have the right or permission to send (see Section 4.7);
• access, probe, or test the vulnerability of Beacon Cloud or any related system or network, or bypass any security, authentication, or rate-limiting measure, except as part of a coordinated disclosure reported to security@asymptotelabs.ai;
• introduce malware or other harmful code, or interfere with or disrupt Beacon Cloud or other users’ use of it;
• send content to Beacon Cloud at a volume or in a manner intended to degrade the service, or create accounts by automated means;
• reverse engineer, decompile, or disassemble any part of Beacon that is not provided under an open-source license, except to the extent applicable law expressly permits it despite this restriction;
• resell, sublicense, or provide Beacon Cloud to third parties as a service; or
• access Beacon Cloud to build a competing hosted service, or scrape or systematically extract data from it other than your own content through the documented export tools.

3.4 Plans, Subscriptions, and Billing.

3.4(a) Plans. Beacon Cloud is available on a free plan and on paid plans (each, a “Plan”). The features, usage limits (such as the number of devices you can connect), and prices of each Plan are described on beacon.sh and in your Beacon Cloud dashboard (the “Plan Description”). Paid Plans currently include a plan for individuals (“Pro”) and a plan that an organization buys for its members (“Team”), which is also subject to Section 2.4. Team Plans are priced per member seat and require a minimum number of seats stated in the Plan Description.

3.4(b) Free Trials. We may offer a free trial of a paid Plan. We do not collect payment details for a free trial, and you will not be charged when it ends. At the end of the trial, your account moves to the free Plan unless you have subscribed to a paid Plan.

3.4(c) Automatic Renewal. PAID PLANS ARE BILLED IN ADVANCE, MONTHLY OR ANNUALLY AS YOU CHOOSE AT CHECKOUT, AND AUTOMATICALLY RENEW FOR SUCCESSIVE PERIODS OF THE SAME LENGTH AT THE THEN-CURRENT PRICE UNTIL YOU CANCEL. By subscribing, you authorize us and our payment processor to charge your payment method for each billing period until you cancel. For annual Plans, we will email you a reminder 30 days before each renewal, stating the renewal date, the amount that will be charged, and how to cancel.

3.4(d) Cancellation. You can cancel a paid Plan at any time in your Beacon Cloud dashboard (currently under Billing, then Manage subscription). Cancellation stops future renewals. Unless we refund the charge for the current billing period under Section 3.4(e) or 3.4(f), your paid features continue until the end of the billing period you have paid for, after which your account moves to the free Plan.

3.4(e) Refunds. Except as stated in these Terms or as required by law, fees are non-refundable, including for partial billing periods. If you cancel an annual Plan within 14 days after we charge you for it, including for a renewal, we will refund that charge in full; your paid features then end, and your account moves to the free Plan. We will always refund amounts charged in error.

3.4(f) Consumers in Europe. If you are a consumer in the European Economic Area or the United Kingdom, you may withdraw from a paid Plan within 14 days after you subscribe, without giving a reason, by using the withdrawal function in your Beacon Cloud dashboard or by emailing legal@asymptotelabs.ai. Because you ask us to begin providing your paid Plan immediately when you subscribe, we may keep an amount proportionate to the service provided before you withdrew, and we will refund the rest within 14 days. If you withdraw from an annual Plan within that period, Section 3.4(e) applies and we will refund the charge in full. In either case, your paid features end when you withdraw.

3.4(g) Prices, Taxes, and Payment. Prices are stated in U.S. dollars. Where we are required to collect sales tax, value-added tax, or similar taxes, we will show them at checkout before you pay. Payments are processed by our payment processor, Stripe; we do not store full payment card numbers. You must keep your payment information current. If a payment fails, we may retry it, and if it remains unpaid 14 days after it was due, we may move your account to the free Plan.

3.4(h) Changing Plans and Seats. If you upgrade, or add seats to a Team Plan, the change takes effect immediately and we will charge a prorated amount for the rest of the current billing period. If you downgrade, or reduce the number of seats, the change takes effect at the start of your next billing period.

3.4(i) Price and Plan Changes. We may change our prices and the features of our Plans, and we will update the Plan Description when we do. If we increase the price of your paid Plan, we will notify you by email at least 10 days and no more than 30 days before the increased price is first charged, and the increase will apply from the first billing period that starts at least 10 days after the notice; you can cancel before then. If we materially reduce the features of your paid Plan during a billing period you have already paid for, we will notify you, and you may cancel and receive a prorated refund for the unused part of that period.

3.4(j) Moving to a Plan with Lower Limits. If your account moves to a Plan with lower limits or fewer features, features that are not included in the new Plan stop working, and if you have more connected devices than the new Plan allows, devices above the new Plan’s limit may be disconnected. Your Content is retained and deleted as described in our Privacy Policy, and you can still obtain a copy of it as described in Section 4.8.

3.5 Changes to Beacon. We may change, suspend, or discontinue any part of Beacon at any time. If we discontinue Beacon Cloud entirely, we will give you at least 30 days’ notice where practicable so that you can export Your Content, and we will refund any fees you have prepaid for the period after it is discontinued.

3.6 Support. We provide support for paid Plans as described in the Plan Description. Otherwise, we have no obligation to provide support or maintenance unless we agree to do so in writing.

3.7 Third-Party Services. Beacon works with third-party agent tools, AI models and websites, code repositories, and other services that you choose to use with Beacon (“Third-Party Services”). Third-Party Services do not include the service providers that Asymptote engages to operate Beacon, which are described in our Privacy Policy. We do not control Third-Party Services and are not responsible for them, and your use of them is governed by their own terms and policies. If you use the Beacon browser extension, you are responsible for making sure that capturing your activity on a supported AI website is consistent with that website’s terms.

3.8 Release. To the fullest extent permitted by law, you release Asymptote and its officers, employees, agents, successors, and assigns from claims arising out of or relating to Third-Party Services, including their acts, omissions, availability, and handling of your data. Nothing in this release limits or releases Asymptote’s liability for its own gross negligence, recklessness, or intentional misconduct, or for any liability that applicable law prohibits from being released. IF YOU ARE A CALIFORNIA RESIDENT, YOU WAIVE CALIFORNIA CIVIL CODE SECTION 1542, WHICH SAYS: “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.”

4. Your Content

4.1 Ownership. As between you and Asymptote, you keep all rights in Your Content. We claim no ownership of it. The licenses you grant us are described in this Section 4.

4.2 Capture Modes. Beacon Cloud offers capture modes that control what is sent from your device, currently “Standard” and “Metadata only,” as described in the CLI and our documentation. In both modes, common secret formats, such as API keys and tokens, are masked on your device before anything is sent, including in command lines. In Standard mode, the rest of Your Content is sent as captured and may include source code, file contents, confidential information, and personal information. In Metadata only mode, prompts, responses, reasoning, tool arguments and results, command output, file diffs, and file contents are removed on your device, but structural information, including file paths, repository and branch names, and full command lines, is still sent. Masking is pattern-based and automated and may not detect or remove everything. You are responsible for choosing the capture mode that suits the information in your sessions and for rotating any credential that you believe has been captured.

4.3 License to Operate Beacon. You grant Asymptote a worldwide, non-exclusive, royalty-free license, for as long as we hold Your Content, to host, store, copy, transmit, process, analyze, create works derived from, and display Your Content, and to permit our service providers to do so on our behalf, as necessary to: (i) provide Beacon Cloud to you, including search, analysis, and other features that use third-party AI model providers; (ii) generate, extract, store, index, retrieve, analyze, combine, and update memories, summaries, knowledge, embeddings, metadata, insights, and other derived information from Your Content, and use and make that information available to you and your own agents; (iii) support you and troubleshoot problems, which may involve authorized Asymptote personnel viewing Your Content; (iv) keep Beacon secure and prevent fraud and abuse; and (v) comply with law and enforce these Terms.

4.4 Service Metrics and Aggregated Data. We may generate usage and performance metrics from the metadata of Your Content and your use of Beacon (for example, counts of sessions and tool calls, the agent tools and models used, token and cost figures, error rates, and feature usage), and may combine those metrics with metrics from other users into statistics that do not identify you and do not include the substance of Your Content (“Aggregated Data”). We may use service metrics to operate, maintain, and improve Beacon, and we may use and publish Aggregated Data for any lawful purpose. Asymptote owns Aggregated Data.

4.5 Research and Model Training. Unless you opt out, we may use Your Content sent on or after the Research Start Date (defined in Section 4.5(b)) for Research Uses, as described in this Section 4.5. You can opt out, or opt back in, at any time in your Beacon Cloud account settings.

4.5(a) Research Uses. “Research Uses” means: research and analysis of Your Content, including review of Your Content by authorized Asymptote personnel for research purposes; developing and improving Asymptote products and features; creating research and evaluation datasets, including de-identified datasets; evaluating, training, and fine-tuning artificial intelligence and machine learning models; and publishing, selling, licensing, or otherwise making available to third parties de-identified datasets as described in Section 4.6.

4.5(b) License. Unless you opt out, you grant Asymptote a worldwide, non-exclusive, royalty-free license to use, copy, analyze, modify, and create derivative works from Your Content for Research Uses, and to publish, distribute, sell, and license de-identified datasets derived from it as described in Section 4.6, with the right to sublicense these rights to our service providers and to recipients of those datasets. This license covers Your Content sent on or after the date these Terms first apply to you (the “Research Start Date”), and covers Your Content sent before the Research Start Date only if you separately agree. Asymptote owns the models, findings, and other results it creates through Research Uses, but not Your Content contained in them, subject to Section 4.6. Opting out or deleting Your Content does not affect rights in de-identified datasets already published, sold, or licensed before the opt-out or deletion takes effect.

4.5(c) Opting Out. If you opt out, within 30 days we will stop using Your Content for Research Uses and remove it from our research and evaluation datasets. Opting out does not require us to delete or retrain models already trained using Your Content, to withdraw findings, published results, or Aggregated Data already produced, or to recall de-identified datasets already published, sold, or licensed.

4.5(d) No Effect on the Service. Whether you opt out does not affect your access to Beacon Cloud or its features.

4.6 Publication and Sale of De-identified Data. We will not publish or sell Your Content in a form that identifies you or any other individual. We may (i) publish statistics, benchmarks, and research findings based on Aggregated Data or derived from Research Uses and (ii) publish, sell, license, or otherwise make available to third parties de-identified datasets derived from the content of users who have not opted out, in each case only in a form that does not identify you or any other individual and cannot reasonably be linked to you or your devices, and, for statistics and findings, does not reproduce Your Content. We will not attempt to re-identify de-identified data, except to test that our de-identification works, and we will require anyone who receives or buys de-identified data from us to agree in writing not to re-identify it, not to attempt to identify any person or organization from it, and not to pass it on except under the same restrictions. This Section 4.6 applies only to Your Content and data derived from it; it does not apply to data that Asymptote processes for customers of the Asymptote enterprise platform.

4.7 Your Responsibilities for Your Content. Beacon captures whatever your agents and AI conversations contain, which may include information that belongs to your employer or clients and personal information about other people. You represent and warrant that:

• you have all rights, permissions, and authority needed to send Your Content to Beacon Cloud and to grant the licenses in this Section 4, including any permission required from your employer, clients, or other third parties;
• you have provided any notice and obtained any consent that applicable law requires from other people whose information appears in Your Content; and
• sending Your Content to Beacon Cloud and our use of it as described in these Terms will not violate any law, any contract or confidentiality obligation that binds you, or anyone’s rights.

You will not knowingly send to Beacon Cloud: health information regulated under HIPAA or similar laws; payment card data; government identification numbers; financial account credentials of other people; information about children under 16; or information whose export is controlled under the International Traffic in Arms Regulations or that is designated as controlled unclassified information, unless we have agreed in writing that you may.

4.8 Retention, Export, and Deletion. We retain Your Content while your account is active and as otherwise described in our Privacy Policy, which sets out the periods after which we delete it, including for inactive accounts. You can export Your Content using the export tools available on your Plan, as described in the Plan Description. Whatever your Plan, you can also ask for a copy of Your Content at no charge by emailing privacy@asymptotelabs.ai. You can ask us to delete Your Content or your account at any time by emailing privacy@asymptotelabs.ai, and we will do so as described in the Privacy Policy. Deleted content may remain in backups for a limited period until it is overwritten. The license in Section 4.3 ends when Your Content is deleted from our active systems. Deletion does not affect Aggregated Data, de-identified datasets already published, sold, or licensed under Section 4.6, or models, findings, or published results already produced in accordance with Section 4.5.

4.9 Privacy. Our Privacy Policy, available at beacon.sh/privacy, describes how we collect, use, and share personal information, and is incorporated into these Terms. If these Terms and the Privacy Policy conflict about how we handle personal information, the Privacy Policy controls.

4.10 Feedback. If you give us feedback or suggestions about Beacon, you grant us a perpetual, irrevocable, worldwide, royalty-free license to use them for any purpose without obligation to you. Feedback does not include Your Content, which is governed by the rest of this Section 4.

5. Asymptote’s Rights

5.1 Ownership. Asymptote and its licensors own all rights in Beacon (other than open-source components, which are owned by their contributors and licensed as stated in their licenses), Aggregated Data, and the results of Research Uses (excluding Your Content contained in them). Except for the limited rights expressly granted in these Terms, no rights are granted to you, by implication or otherwise.

5.2 Trademarks. “Beacon,” “Asymptote,” and our logos are our trademarks. You may not use them without our prior written permission, except as permitted by the open-source license or to refer accurately to Beacon.

6. Term, Suspension, and Termination

6.1 Term. These Terms apply from when you first accept them until your account is closed and you stop using Beacon Cloud.

6.2 By You. You may stop using Beacon at any time. Closing your account cancels any paid Plan, and Section 3.4 governs any refund. To close your account and have Your Content deleted, email privacy@asymptotelabs.ai. Please export anything you want to keep before you ask us to close your account.

6.3 By Us. We may suspend or terminate your access to Beacon Cloud immediately if we reasonably believe that you have breached these Terms, that your use creates a security, legal, or operational risk to Asymptote, other users, or third parties, or that we are required to do so by law. Where practicable, and unless the breach involves a security, legal, or abuse risk, we will notify you and give you a reasonable opportunity to fix a non-material breach before we suspend or terminate your access. We may also close your account for any other reason by giving you at least 30 days’ notice, and if we do, we will refund any fees you have prepaid for the period after your account is closed.

6.4 Effect of Termination. When your access ends, your right to use Beacon Cloud ends. If we terminate your access for a reason other than your breach of these Terms or a legal requirement, you will have at least 30 days after termination to export Your Content before we delete it as described in the Privacy Policy. If you close your account yourself, we will delete Your Content as described in the Privacy Policy.

6.5 Survival. Sections 1, 2.4(d), 3.4 (as to fees owed and refunds due), 3.7, 3.8, 4.1, 4.3 (until Your Content is deleted from our active systems), 4.4, 4.5 (as to Research Uses already made and de-identified datasets already published, sold, or licensed), 4.6, 4.7, 4.8, 4.10, and 6.4, this Section 6.5, and Sections 5 and 7 through 12 survive termination.

7. Disclaimers

BEACON IS PROVIDED “AS IS” AND “AS AVAILABLE.” TO THE FULLEST EXTENT PERMITTED BY LAW, ASYMPTOTE AND ITS SUPPLIERS DISCLAIM ALL WARRANTIES, EXPRESS, IMPLIED, OR STATUTORY, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, QUIET ENJOYMENT, AND NON-INFRINGEMENT. WE DO NOT WARRANT THAT BEACON WILL BE UNINTERRUPTED, SECURE, OR ERROR-FREE, THAT IT WILL CAPTURE ALL AGENT ACTIVITY, THAT MASKING OR REDACTION WILL REMOVE ALL SENSITIVE INFORMATION, OR THAT ANALYSIS, FINDINGS, OR OTHER OUTPUT GENERATED BY BEACON (INCLUDING OUTPUT GENERATED USING AI MODELS) WILL BE ACCURATE OR COMPLETE. YOU ARE RESPONSIBLE FOR YOUR OWN BACKUPS OF ANY INFORMATION YOU NEED. IF APPLICABLE LAW REQUIRES ANY WARRANTY, IT IS LIMITED TO 90 DAYS FROM YOUR FIRST USE OF BEACON.

SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES OR LIMITS ON HOW LONG THEY LAST, SO SOME OF THE ABOVE MAY NOT APPLY TO YOU.

8. Limitation of Liability

TO THE FULLEST EXTENT PERMITTED BY LAW, ASYMPTOTE AND ITS SUPPLIERS WILL NOT BE LIABLE FOR ANY LOST PROFITS, LOST OR CORRUPTED DATA, COST OF SUBSTITUTE SERVICES, OR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES ARISING OUT OF OR RELATING TO THESE TERMS OR BEACON, EVEN IF ADVISED OF THEIR POSSIBILITY.

TO THE FULLEST EXTENT PERMITTED BY LAW, ASYMPTOTE’S TOTAL LIABILITY ARISING OUT OF OR RELATING TO THESE TERMS OR BEACON IS LIMITED TO THE GREATER OF (i) THE AMOUNTS YOU PAID ASYMPTOTE FOR BEACON IN THE 12 MONTHS BEFORE THE EVENT GIVING RISE TO THE CLAIM AND (ii) $100. MULTIPLE CLAIMS DO NOT ENLARGE THIS LIMIT.

NOTHING IN THESE TERMS LIMITS OR EXCLUDES LIABILITY FOR (i) FRAUD OR FRAUDULENT MISREPRESENTATION, (ii) DEATH OR PERSONAL INJURY CAUSED BY OUR NEGLIGENCE, OR (iii) ANY OTHER LIABILITY THAT CANNOT BE LIMITED OR EXCLUDED UNDER APPLICABLE LAW.

9. Indemnification

To the extent permitted by law, you will defend, indemnify, and hold harmless Asymptote and its officers, employees, and agents from and against any third-party claim, and related losses, liabilities, and reasonable costs (including attorneys’ fees), arising out of: (i) Your Content, including any claim that sending it to Beacon Cloud breached a confidentiality obligation or infringed or violated anyone’s rights; (ii) your breach of these Terms; or (iii) your violation of any law. We will notify you of any such claim within a reasonable time after we become aware of it. We may assume control of the defense at your expense, and you will cooperate with us. You may not settle any claim that imposes any obligation on us without our prior written consent.

10. Governing Law and Venue

10.1 Governing Law. These Terms and any dispute arising out of or relating to them or Beacon are governed by the laws of the State of New York, without regard to its conflict-of-law rules, and, as to Section 11, by the Federal Arbitration Act.

10.2 Venue. For any dispute that is not subject to arbitration under Section 11, you and Asymptote consent to the exclusive jurisdiction of the state and federal courts located in New York County, New York, except that either party may bring an individual action in small claims court, or seek injunctive or other equitable relief to protect its intellectual property rights, in any court of competent jurisdiction.

11. Dispute Resolution and Arbitration

11.1 Agreement to Arbitrate. Except as described below, you and Asymptote agree to resolve any dispute, claim, or controversy arising out of or relating in any way to Beacon or these Terms (a “Dispute”) through binding individual arbitration rather than in court. This includes Disputes that arose before you accepted these Terms. There are two exceptions: (i) either party may bring an individual claim in small claims court if it qualifies and remains there; and (ii) either party may seek equitable relief in court for infringement or misuse of intellectual property rights. This Section 11 does not prevent you from bringing issues to the attention of government agencies.

11.2 Informal Resolution First. Before starting arbitration, the party raising a Dispute must send the other a written notice describing it (including the sender’s name, account email, mailing address, and the relief sought). Notices to Asymptote go to legal@asymptotelabs.ai or to the mailing address in Section 12.7. Within 45 days after the notice is received, the parties will meet by phone or video in good faith to try to resolve the Dispute; if you are represented by counsel, you will also participate personally. Completing this process is a condition to starting arbitration, and statutes of limitation and filing-fee deadlines are tolled while it is under way. If the Dispute is not resolved within 60 days after the notice is received, either party may start arbitration.

11.3 Rules and Forum. The arbitration will be administered by JAMS under its Streamlined Arbitration Rules and Procedures for Disputes of $250,000 or less (excluding attorneys’ fees and interest) and its Comprehensive Arbitration Rules and Procedures for all others, as modified by this Section 11. Unless the parties agree otherwise, the arbitration will take place in the county where you live or by video. Payment of JAMS fees will be governed by the JAMS rules, including any rules that limit the fees payable by consumers. A party starting arbitration must include in its request its contact information, a description of the claims and the facts supporting them, the relief sought with a good-faith calculation of any amount in controversy, and a statement that the informal resolution process was completed. The arbitration and all materials exchanged in it are confidential except as needed to enforce an award or as required by law.

11.4 Arbitrator’s Authority. The arbitrator decides all issues, including the scope and enforceability of this Section 11, except that a court decides: (i) any Dispute about Section 11.6 (class and representative waiver); (ii) Disputes about payment of arbitration fees, except as provided in Section 11.8; (iii) whether a condition to arbitration has been satisfied; and (iv) which version of this Section 11 applies. The arbitrator may award on an individual basis any relief available in court, must follow the law and these Terms, and will issue a written, reasoned decision. Judgment on the award may be entered in any court with jurisdiction.

11.5 Jury Trial Waiver. YOU AND ASYMPTOTE WAIVE ANY RIGHT TO A TRIAL IN COURT BEFORE A JUDGE OR JURY FOR DISPUTES SUBJECT TO ARBITRATION.

11.6 Class and Representative Waiver. YOU AND ASYMPTOTE MAY BRING CLAIMS AGAINST EACH OTHER ONLY IN AN INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY CLASS, COLLECTIVE, OR REPRESENTATIVE PROCEEDING. The arbitrator may award declaratory or injunctive relief only in favor of the individual party seeking it and only to the extent needed for that party’s individual claim. If a court finally decides that this Section 11.6 is unenforceable as to a particular claim or request for relief (such as public injunctive relief), that claim or request (and only that one) will be severed and may be litigated in the courts described in Section 10.2, after the arbitration of all other claims is complete.

11.7 Attorneys’ Fees. Each party bears its own attorneys’ fees and costs unless the arbitrator finds that a claim or the relief sought was frivolous or brought for an improper purpose, or applicable law provides otherwise.

11.8 Batch Arbitration. If 100 or more substantially similar requests for arbitration are filed against Asymptote by or with the assistance of the same law firm, group of law firms, or organization within a 30-day period, JAMS will administer them in batches of up to 100 requests, with one arbitrator, one set of fees per side, one procedural calendar, and one award per batch. Requests are “substantially similar” if they arise out of the same event or factual scenario, raise the same or similar legal issues, and seek the same or similar relief. Any disagreement about whether this Section 11.8 applies will be decided by a single administrative arbitrator appointed by JAMS, whose fees Asymptote will pay.

11.9 30-Day Right to Opt Out. You may opt out of this Section 11 by sending written notice to legal@asymptotelabs.ai or to the mailing address in Section 12.7 within 30 days after you first accept these Terms. Your notice must include your name, the email address on your Beacon account, and a clear statement that you are opting out of arbitration. If you opt out, the rest of these Terms still apply, and Disputes will be resolved in the courts described in Section 10.2. We will honor any valid opt-out you made under an earlier version of these Terms.

11.10 Changes and Severability. If we make a material change to this Section 11, you may reject it by writing to us at either address in Section 11.9 within 30 days after it takes effect, in which case the version you last accepted continues to apply. If any part of this Section 11 other than Section 11.6 is found unenforceable, the rest remains in effect.

11.11 Users in Europe. If you are a consumer living in the European Economic Area or the United Kingdom, Sections 11.1 through 11.10 do not apply to you, you may bring proceedings in the courts of the country where you live, and nothing in these Terms (including Section 10.1) deprives you of the protection of any mandatory provision of the law of that country.

12. General

12.1 Changes to These Terms. We may update these Terms from time to time. If we make a material change, we will notify you by email to your account address, in the CLI, or on beacon.sh at least 30 days before the change takes effect, unless the change is required by law or relates only to a new feature, in which case it may take effect sooner. If you continue to use Beacon after a change takes effect, the updated Terms apply to you. However, we will not apply a change that expands how we may use Your Content, including any change to Section 4.5, to Your Content sent before the change unless you agree to it.

12.2 Export Controls and Sanctions. You will comply with all applicable export control and sanctions laws in using Beacon, and you represent that you are not located in, or a resident or national of, a country or region subject to comprehensive U.S. sanctions, and are not on any U.S. government restricted-party list.

12.3 Electronic Communications. You consent to receive communications from us electronically, including by email, in the CLI, and on beacon.sh, and agree that they satisfy any legal requirement that a communication be in writing.

12.4 Assignment. You may not assign or transfer these Terms without our prior written consent. We may assign these Terms, including in connection with a merger, acquisition, reorganization, or sale of assets. These Terms bind permitted successors and assigns.

12.5 Entire Agreement; Other Terms. These Terms, together with the Privacy Policy, the Plan Description, and any additional terms described in Section 1.5, are the entire agreement between you and Asymptote about Beacon and supersede any earlier version of these Terms. If any provision is held unenforceable, it will be modified to the minimum extent necessary to make it enforceable and the rest will remain in effect. Our failure to enforce a provision is not a waiver. “Including” means “including without limitation.” You and Asymptote are independent contractors, and these Terms create no agency, partnership, or employment relationship.

12.6 California Users. To the extent California Civil Code Section 1789.3 applies, California users are entitled to the following notice: the provider of Beacon is Asymptote Labs, Inc., at the address in Section 12.7. Beacon Cloud is available on a free plan and on paid plans, whose current prices are stated in the Plan Description (see Section 3.4). To file a complaint about Beacon or to receive further information about its use, contact us at that address or at legal@asymptotelabs.ai. You may also contact the Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs in writing at 1625 North Market Blvd., Suite N-112, Sacramento, California 95834, or by telephone at (800) 952-5210.

12.7 Contact. Asymptote Labs, Inc., 36 Cooper Square, Floor 6, New York, NY 10003. Email: legal@asymptotelabs.ai (legal notices); privacy@asymptotelabs.ai (privacy and deletion requests); security@asymptotelabs.ai (security issues).