Terms & Conditions

Updated August 2023

Welcome

These Terms of Use (or "Terms") govern your use of the software platform created by Chalk Technologies OÜ called BETA (also known as BETA Climbing, BETA Pro, or BETA Plus), except where we expressly state that separate terms (and not these) apply, and provide information about the BETA Service (the "Service"), outlined below. When you create a BETA account or use BETA Plus or BETA Pro, you agree to these Terms.

This represents a Service Level Agreement ("SLA" or "Agreement") for Chalk Technologies OÜ (the "Service Provider") of the BETA Service (the "Service")

Definitions And Interpretation

“Attendee” means an individual (parent and / or child) who attends a facility that utilizes the Service, is registered as an Attendee of a facility through the Service, or who interacts with the Service remotely, provided, however, that Attendee will not include facility employees and agents acting within the scope of their employment or agency.

“Client” means the entity identified in the Order Form as Client.

“Client Content” means the data or content, including logos, designs, copy, videos, images and related materials of Client in any format, uploaded through the Service by or on behalf of Client or otherwise identified as Client Content in an Order Form. For the avoidance of doubt, Client Content may contain Personal Data.

“Facility” means the location (examples include but are not limited to climbing gym/training center etc.) in which any of the BETA Services are made available to any Attendee.

“Fees” mean all fees due to Chalk Technologies OÜ pursuant to any Order Form, including the Platform Use Fee, and the Services Fee.

“Force Majeure Event” means an event beyond the affected party’s reasonable control, including (without limitation) accidents, severe weather events, acts of God, actions of any government agency, epidemic, pandemic, acts of terrorism, or the stability or availability of the Internet or a portion thereof.

“Intellectual Property” means any and all tangible and intangible: (a) rights associated with works of authorship throughout the world, including but not limited to copyrights, neighboring rights, moral rights, and mask works, and all derivative works thereof, (b) trademark and trade name rights and similar rights, (c) trade secret rights, (d) patents, designs, algorithms and other industrial property rights, (e) all other intellectual and industrial property rights (of every kind and nature throughout the world and however designated) whether arising by operation of law, contract, license, or otherwise, and (f) all registrations, initial applications, renewals, extensions, continuations, divisions or reissues thereof now or hereafter in force (including any rights in any of the foregoing).

“Malicious Code” means viruses, worms, logic bombs, Trojan horses and other harmful or malicious codes, files, scripts, agents or other computer programming codes which will impair use and development of the Service.

“Onboarding Services” mean the setup services required to make the Service available to the Client or the Attendee in connection with the applicable Facility.

“Personal Data” or “Personal Information” means personally identifiable information contained within the data provided to or accessed by Chalk Technologies OÜ by or on behalf of the Client or Client’s end users in connection with the Services, including a natural person’s name, street address, telephone number, e-mail address, photograph, identity number, social security number, driver’s license number, passport number or user or account number, or any other piece of information that allows the identification of a natural person or is otherwise considered personally identifiable information or personal data under applicable law.

“Portal” means a computing device, whether mobile or stationary, that enables Attendees to interact with the BETA Services.

“Platform” means software, hardware, intellectual property rights and other technology underlying the BETA Services.

“BETA Services” means the software-as-a-services offering that is made available to Client as of the Master Effective Date.

“BETA Services Start Date” means the date that any portion of the BETA Services are made available to Attendees or prospective Attendees in connection with the Facility.

“Software” means the software programs, cloud based software provided by BETA, including any copies, configurations, updates, upgrades, modifications, enhancements, and any derivative works thereof.

“Support Service” means BETA’’s standard training and support services for the BETA Services, as such services may be modified by BETA from time to time.

“Trademark” means any trademark, trade name, service mark, service name, brand, business name, trade dress, logo, other indicia of origin, and the goodwill and activities associated therewith.

In this Terms of Service, unless the contrary intention appears otherwise: (a) headings are for convenience only and do not affect interpretation; (b) words importing the singular include the plural and vice versa; (c) other grammatical forms of a word or phrase defined in this Agreement have a corresponding meaning; (d) an expression importing a natural person includes a partnership, joint venture, association, corporation, trading trust or other corporate body or government agency; (e) a reference to anything includes a part of that thing; (f) a reference to any statute, regulation, proclamation, ordinance or by-law includes all statutes, regulations, proclamations, ordinances or by-laws amending, consolidating or replacing them and a reference to a statute includes all regulations, proclamations, ordinances and bylaws issued under that statute; (g) a reference to a document includes an amendment or supplement to, or replacement or novation of, that document; (h) a reference to a party to a document, including this Agreement, includes that party’s successors and permitted assigns (immediate or otherwise); (i) a reference to a Section, annexure, appendix or schedule is a reference to a Section in or annexure, appendix or schedule to this Agreement; (j) where the day on or by which anything is to be done is not a Business Day, that thing must be done on or by the next Business Day; and (k) the words “include,” “including,” “for example,” or “such as,” when introducing an example, do not limit the meaning of the words to which the example relates to that example or examples of a similar kind.

These terms and conditions

Provide clear reference to service and data ownership, accountability, roles and/or responsibilities;

Present a clear, concise and measurable description of service provision to the Client; and

Match perceptions of expected service provision with actual service support & delivery.

The BETA Service

To ensure that the proper elements and commitments are in place to provide consistent service, support, and delivery to The Client by the Service Provider.

Developing and using technologies that help us consistently serve our growing community. Organizing and analyzing information for our growing community is central to the Service. A big part of the Service is creating and offering cutting-edge technologies that help us personalize, protect, and improve the Service on a large scale for a broad global community. Technologies such as artificial intelligence and machine learning give us the power to apply complex processes across the Service. Automated technologies also help us ensure the functionality and integrity of the Service.

Provision of Services. Subject to the terms and conditions of this Agreement, BETA will provide the Services to the Client in a professional manner in accordance with industry standards. BETA will use commercially-reasonable efforts to ensure that the BETA Services are free of Malicious Code.

Ensuring access to our Service. To operate our global Service, we must store and transfer data across our systems around the world, including outside of your country of residence. The use of this global infrastructure is necessary and essential to provide our Service. This infrastructure may be owned or operated by Chalk Technologies OÜ or their affiliates.

Third Party Integrations. The Client acknowledges and agrees that in the performance of Services, BETA may integrate the Services, including the BETA Services, with third party products made available by Client (e.g., Approved Payment Processors, Waiver Providers, etc.). The Client represents and warrants that it has the authority, and hereby grants BETA the authority, to integrate with such third party products as contemplated by this Agreement.

Service Maintenance. At times we may require to maintain the Service. Although we will avoid downtime, you will be notified well in advance if this maintenance might interrupt the Service, and when the maintenance is scheduled for.

Help and Support. The Service Provider will respond to service related incidents and/or requests submitted by the The Client within the following time frames:

0-8 hours for issues classified as High priority. These include issues that prevent the Client from running business as usual (e.g. full inaccessibility of the Service).

Within 48 hours for issues classified as Medium priority. These include issues that provide significant reduction in efficiency for the Client (e.g. an issue requiring workarounds in any of the key workflows like accepting payments or verifying Attendee status).

Within 5 working days for issues classified as Low priority. These include issues that do not significantly impede the efficiency of the Client.

Remote assistance will be provided in line with the above timescales dependent on the priority of the support request. In all cases, the Service Provider will strive to maintain excellent service levels, and fast response times to reported issues.

Research and innovation. We use the information that we collect to develop, test and improve our Service and collaborate with others on research to make our Service better and contribute to the progress of our community. This includes analyzing the data that we have about Clients and Attendees and understanding how people use our Services, for example, by conducting surveys and testing and troubleshooting new features.

Continuous Development. BETA may continually develop, deliver, and provide to the Client in ongoing innovation to the Services, including the BETA Services, in the form of new functionality, including new features and efficiencies. Accordingly, BETA reserves the right to modify the Services, or any BETA Service, from time to time. Some modifications will be provided to Client at no additional charge. In the event BETA adds functionality, BETA may condition the implementation of such functionality on the Client’s payment of additional fees provided.

Improvements to the Platform & Development of Intellectual Property. In consideration for the Platform Use Fees paid hereunder, The Client will receive all bug fixes and updates (collectively, “Updates”) to the Platform that the Service Provider makes generally available to Clients with access to the same version of the Platform without charging additional fees for such Updates. If The Client desires features and functions within the Platform that are not made available pursuant to such Updates, The Client may request that the Service Provider develop certain features or functions of the Services. Based on such requests, the parties may enter into a Statement of Work for the development of such features or functions. Any such Statement of Work will identify the fees to be paid, the activities to be performed by each party, each party’s rights in any developed intellectual property (including whether The Client will have exclusive rights in any such features or functions and whether such exclusivity, if any, is time bound or perpetual) and any other terms and conditions as will be agreed upon by the parties.

The Data Policy

Providing the Service requires collecting and using Personal Data. The Data Policy explains how we collect, use and share information across many territories.

Privacy and Data Protection. Each party represents and warrants that it will comply with all privacy and data protection laws in the jurisdictions in the Territory in which the Services are live and available for use by any Attendee within a Facility.

Access, Restrictions And Licenses

Access Grant to the Service. Subject to the Client’s compliance with the terms and conditions contained in this Agreement, the Service Provider hereby grants to the Client a non-exclusive, non-transferable, non-sublicensable, revocable right to allow employees and consultants authorized by The Client (“Authorized Users”) to access and use the Service for the Order Term. The Client’s access and use of the Service is limited to the Client’s internal use only and to enable Attendees to use the BETA Service.

Access Credentials. The Client will safeguard, and ensure that all Authorized Users safeguard their access credentials used for accessing the Service. The Client will be responsible for all acts and omissions of Authorized Users. The client will notify the Service Provider immediately if it learns of any unauthorized use of any access credentials or any other known or suspected breach of security.

You can't sell, license or purchase any account or data obtained from us or our Service. This includes attempts to buy, sell or transfer any aspect of your account (including your username); solicit, collect, or use login credentials of other users; or request or collect Service usernames or passwords, or misappropriate access.

You can't modify, translate, create derivative works of or reverse-engineer our products or their components. The Client will not itself nor will it permit any Attendee or any third party to: (a) adapt, alter, modify, improve, translate, create derivative works of, or distribute the Service or any materials available through the Service (other than the Client Content), (b) reverse engineer, decompile, disassemble or otherwise attempt to reconstruct or obtain the source code to all or any portion of the Service; (c) except for Attendees, provide any third party access to the Service or use the Service on behalf of any third party, including as part of a time-sharing, outsourcing or service bureau environment; scrape, store, publish, transmit, transfer, communicate, distribute or disseminate, any materials contained within the Service (other than the The Client Content); (d) access all or any part of the Platform or Service in order to build a product that competes with the Platform or any part of the Service Provider’s business; (e) use the Platform to store or transmit explicit, inappropriate, infringing, libelous, or otherwise unlawful or tortious material, or to store or transmit material in violation of third-party privacy rights; (f) use the Platform to store or transmit Malicious Code; (g) interfere with or disrupt the integrity or performance of the Platform or the Service; (h) use the Service to process any transactions that violate any law – including any privacy or data security law or the Credit Card Network Rules – or is fraudulent or criminal in nature. The Client will notify the Service Provider promptly of any matters of which it becomes aware.

Your commitments

How you can use BETA

In return for our commitment to provide you the Service, we require you to make the below commitments to us. The Service needs to be safe, secure, and in accordance with the law. So, we need you to commit to a few restrictions in order to power your gym with BETA.

You ensure that: a) Attendees are of legal age as required by law. The Client is solely responsible for ensuring that attendees to the Facility are of legal age to attend the Facility. a Client acknowledges that the Service Provider does not review any such rules. The Client, in consultation with its own counsel, is solely responsible for determining its compliance with applicable Attendee laws. b) The Client is not prohibited from receiving any aspect of the Service under applicable laws or engaging in payments-related Services if you are on an applicable denied party listing.

Accident Waiver and Liability Releases. The Client is solely responsible to draft and maintain any accident or liability waiver that disclaims liability related to Attendee’s use of the Facility, including the storing and collection of Personal Data. The Client acknowledges that the Service Provider does not review any such waiver. The Client, in consultation with its own counsel, is solely responsible for determining the scope and enforceability of such waiver.

Gift Card Rules. The Client is solely responsible for drafting, maintaining and complying with any rules regarding the distribution and use of gift cards or vouchers made available through the Platform. The Client acknowledges that the Service Provider does not review any such rules. The Client, in consultation with its own counsel, is solely responsible for determining its compliance with applicable gift card laws.

Compliance With Law. Each party is solely responsible for its compliance with all applicable local, state, national and foreign laws applicable to it including: (a) licenses and registration requirements for the operation of its business activities; (b) that its business practices are not unfair or deceptive; and (c) that it has not violated any law regarding trade in foreign jurisdictions. Without limiting the foregoing, The Client will comply with all consumer protections laws and laws regarding the collection, use and disclosure of personal information.

Reasonable Safeguards. The Client agrees to have in place reasonable safeguards, precautions and security procedures designed to:

protect the Platform from access or use by unauthorized access and use; and
protect the Service Provider’s information technology systems, including implementing reasonable procedures to guard against Malicious Code, unauthorized interception, access, use or loss.

Terms of Service. The Client warrants that the Service, as made available to any Attendee, are and will be governed by an enforceable and valid agreement between the Client and Attendee pursuant to which the Client, on behalf of the Service Provider: (a) prohibits reverse engineering, disassembly, decompilation, or other attempt to derive source code of the Platform or any portion of the Platform; (b) prevents title of the Platform or any portion of the Platform from passing to Attendee; (c) disclaims all express and implied warranties regarding the Platform and the Services; (d) disclaims the Service Provider’s liability for damages, whether direct, indirect, incidental, or consequential; and (e) with respect to (a) through (d), makes the Service Provider an intended third party beneficiary of such agreement.

Taxes. The Client is solely responsible for determining which, if any, sales, use, amusement, value added, consumption, excise and other taxes, duties, levies and charges (collectively, “Taxes”) apply to its use of the Service and the Client agrees that it is its sole responsibility to, and that it will, collect, remit, and report the correct amounts of all such Taxes to the applicable governmental authorities, even if the Service Provider provides the Client with tax tools or tax calculators that assist in doing so. The Service Provider does not represent, warrant or guarantee that any tax tools or tax calculators provided to the Client will meet all tax requirements that may be applicable to the Client or that such tax tools or tax calculators will result in your collection or remittance of all applicable Taxes, which Taxes may vary based on the nature of your event, the nature of Client's tax status (individual, entity, business, consumer, etc.), its location, the location of its Attendees, credits and deductions for which it may qualify and other factors, and the Client hereby releases the Service Provider of any and all liability with respect to the Client's use of the tax tools and/or tax calculators. None of such tax tools or tax calculators should be considered legal or tax advice. The Service Provider cannot give the Client legal or tax advice, so be sure to check with the Client’s own tax advisor about any applicable Taxes. In the event that a governmental authority requires the Service Provider to pay any Taxes attributable to the Client's use of the Service, the Client agrees to promptly and fully reimburse the Service Provider for such Taxes.

How you can’t use BETA

Providing safe and powerful software for the climbing community requires that we all do our part.

You can't impersonate others or provide inaccurate information.You don't have to disclose your identity in the Service, but any information you do provide must be accurate and up-to-date (including registration information), which may include providing personal data. Also, you may not impersonate someone or something that you aren't, and you can't create an account for someone else unless you have their express permission. The Client will, in accordance with the user guidelines, upload The Client Content through the Platform. The Client is solely responsible for any and all obligations with respect to the accuracy, quality and legality of The Client Content. The Client will obtain all third party licenses, consents and permissions needed for the Service Provider to use The Client Content. The Client grants to the Service Provider a worldwide, non-exclusive, fully-paid up, royalty-free license to use the Client Content as reasonably necessary to provide the Service and to otherwise perform any obligation under this Agreement. Except for the limited licenses granted to the Service Provider in any Client Content, as between The Client and the Service Provider, The Client reserves all right, title and interest in The Client Content.

You can't do anything unlawful, misleading or fraudulent or for an illegal or unauthorized purpose.

You can't do anything to interfere with or impair the intended operation of the Service. This includes misusing any reporting, dispute or appeals channel, such as by making fraudulent or groundless reports or appeals.

You can't attempt to create accounts or access or collect information in unauthorized ways. This includes creating accounts or collecting information in an automated way without our express permission.

You can't use a domain name or URL in your username without our prior written consent.

You can't misrepresent your earnings or pricing of any product, event, pass or anything else in your facility.

You can’t delay payment for all service costs past 14 days.

Permissions you give to us

The Service Provider does not claim ownership of the Client Content, but the Client grants the Service Provider a license to use it. The Service Provider does not claim ownership of the Client Content that is posted on or through the Service and the Client is free to share its content with anyone else, wherever the Client chooses. However, the Service Provider needs certain legal permissions from the Client (known as a "license") to provide the Service. When the Client shares, posts, or uploads content that is covered by intellectual property rights (such as photos or videos) on or in connection with the Service, the Client hereby grants to the Service Provider a non-exclusive, royalty-free, transferable, sub-licensable, worldwide license to host, use, distribute, modify, run, copy, publicly perform or display, translate and create derivative works of your content (consistent with your privacy and application settings). This license will end when the Client Content is deleted from the Service. The Client can delete content individually or all at once by request. The Service Provider will attribute to the Client if we incorporate the Client Content into a Service feature or into promotional or marketing materials.

Permission to use your username, profile picture, and information about your relationships and actions with accounts

All end users of the Service, including Attendees and the Client’s employees and actors, give the Service Provider permission to show username, profile picture and information about your actions (such as likes, reviews & sends) or relationships (such as follows) next to or in connection with accounts.

You agree that we can download and install updates to the Service on your Portal.

Feedback. The Service Provider, in its sole discretion, may utilize all comments and suggestions, whether written or oral, furnished by the Client to the Service Provider, including such comments and suggestions of Authorized Users, in connection with its access to and use of the Services (all comments and suggestions provided by the Client hereunder constitute, collectively, the “Feedback”). The Client hereby grants the Service Provider, on behalf of itself and its Authorized Users, a worldwide, non-exclusive, irrevocable, perpetual, royalty-free right and license to incorporate the Feedback into the Service Provider’s products and services.

Payment Methods

There are two types of payment processing options Clients may be approved to use in connection with the Service: (i) “ BETA Payment Processing,” “BPP,” or the “BPP Service,” in which the Service Provider acts as the Client’s limited payment collection agent through its Payment Processing Partners, and (ii) “Approved Payment Processors” or “APP,” which consists of collecting all transactions via the Services using third party payment services, such as Stripe or Sumup;

(a) If Client uses BPP as part of the Service, the Client agrees to also be bound by our BETA Payments Terms of Service, which is incorporated herein by reference.

(b) If Client does not use BPP as part of the Service, Client is required to use an APP in accordance with section 4.8 below.

4.8 Approved Payment Processors. Subject to section 4.7, Client will maintain, throughout the term, a contractual relationship with a Supported Payment Processor or such other payment processor as is approved by the Service Provider in writing (each an “Approved Payment Processor”). Without limiting the foregoing, in connection with this Agreement:

(a) The Client remains fully responsible for ensuring that the Approved Payment Processor and its service satisfies the applicable Credit Card Network Rules; and

(b) The Client must collect all of its proceeds through the Approved Payment Processor; the Service Provider accepts no obligation or liability with respect to such collection or the performance or non-performance of that third party.

(c) The Service Provider will maintain all applicable PCI DSS requirements to the extent it possesses or otherwise stores, processes, or transmits cardholder data on behalf of the Client, or to the extent that they could impact the security of the Client’s cardholder data environment.

(d) For a list of Approved Payment Processors and data Sub-processors please see: BETA Sub- Processors

Additional rights we retain

Username. If a Client or Attendee selects a username or similar identifier for an account, we may change it if we believe that it is appropriate or necessary (for example, if it infringes someone's intellectual property or impersonates another user)

Client Intellectual Property. If a Client or Attendee uses content covered by intellectual property rights that we have and make available in the Service (for example, images, designs, videos or sounds we provide that you add to content you create or share), we retain all rights to our content (but not yours).

Service Provider Intellectual Property. A Client or Attendee can only use our intellectual property and trademarks or similar marks as expressly permitted only with our prior written permission.

Modification. You must obtain written permission from us or under an open-source license to modify, create derivative works of, decompile or otherwise attempt to extract source code from us.

Payment Information. You will keep your contact information, billing information, and credit card information (where applicable) up to date. Changes may be made by contacting sales@sendmoregetbeta.com

Costs of Collection. The Client agrees to promptly and fully reimburse the Service Provider upon demand for all out-of-pocket costs and expenses, including without limitation, reasonable attorneys’ fees and expenses, incurred by the Service Provider in collecting past due amounts from the Client.

Expenses. The Client will reimburse the Service Provider for any pre-approved travel and out-of-pocket expenses incurred by the Service Provider in connection with the provision of the Service, if the Client has approved such expenses in writing or via email.

No Agency. This Agreement does not create any agency, partnership, joint venture, or franchise relationship. No employee of either party will be or become, or will be deemed to be or become, an employee of the other party by virtue of the existence or implementation of this Agreement. Each party hereto is an independent contractor. Neither party will assume or create any obligation of any nature whatsoever on behalf of the other party or bind the other party in any respect whatsoever.

Force Majeure. Neither party will be liable for any delay or failure in non-monetary performance obligations due to a Force Majeure Event. The time for performance of the obligations and rights of the defaulting party will be extended for a period equal to the duration of the Force Majeure Event.

DISCLAIMER

EXCEPT AS EXPRESSLY PROVIDED IN THE AGREEMENT, NEITHER PARTY MAKES ANY WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE, INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, QUIET ENJOYMENT OR FROM A COURSE OF DEALING, COURSE OF PERFORMANCE OR USAGE IN TRADE. THE SERVICE PROVIDER DOES NOT WARRANT, AND SPECIFICALLY DISCLAIMS, THAT THE SERVICES WILL BE ACCURATE, SECURE, WITHOUT INTERRUPTION, OR ERROR-FREE.

Content removal and disabling or terminating your account

The Service Provider can remove any content or information that you share on the Service if we believe that it violates these Terms of Use, our policies, or we are required to do so by law. We can refuse to provide or stop providing all or part of the Service to you immediately to protect our community or services, or if you create risk or legal exposure for us, violate these Terms of Use or our policies , if you repeatedly infringe these terms of service or where we are required to do so by law. We can also terminate or change the Service, remove or block content or information shared on our Service, or stop providing all or part of the Service if we determine that doing so is reasonably necessary to avoid or mitigate adverse legal or regulatory impacts on us.

In some cases when we remove content, we'll let you know and explain any options you have to request another review, unless you seriously or repeatedly violate these Terms, or if doing so may expose us or others to legal liability; harm our community of users; compromise or interfere with the integrity or operation of any of our services, systems or products; where we are restricted due to technical limitations; or where we are prohibited from doing so for legal reasons. If you believe that your account has been terminated in error, or you want to disable or permanently delete your account, contact support@sendmoregetbeta.com . When you request to delete content or your account, the deletion process will automatically begin no more than 30 days after your request. It may take up to 90 days to delete content after the deletion process begins. While the deletion process for such content is being undertaken, the content is no longer visible to other users, but remains subject to these Terms of Use and our Data Policy. After the content is deleted, it may take us up to another 90 days to remove it from backups and disaster recovery systems.

If the Client deletes or we disable your account, these Terms shall terminate as an agreement between you and us, but this section and the section below called "Our Agreement and What Happens if We Disagree" will still apply even after your account is terminated, disabled or deleted.

Notification of Disqualifying Event. The Client represents and warrants that it will promptly notify the Service Provider in the event that the Client has suffered, is suffering or suffers a Disqualifying Event. A “Disqualifying Event” means that the Client has breached an applicable law, the Client becomes insolvent or otherwise triggers a bankruptcy threshold set forth in Section 12.3 or that allows the Service Provider to terminate a Order Form or this Agreement.

Severability. If one or more terms of this Agreement become or are declared to be illegal or otherwise unenforceable by any court of competent jurisdiction, each such part or term will be null and void and will be deemed deleted from this Agreement. All remaining terms of this Agreement will remain in full force and effect. However, if this paragraph is invoked and, as a result, the value of this Agreement is materially impaired for either party, then the affected party may terminate this Agreement by written notice with immediate effect.

Our agreement and what happens if we disagree

Who has rights under this agreement.

This Terms of Service does not give rights to any third parties.

You cannot transfer your rights or obligations under this agreement without our consent.

Our rights and obligations can be assigned to others. For example, this could occur if our ownership changes (as in a merger, acquisition or sale of assets) or by law.

We are not responsible for any user error, such as errors in inputting prices or charging Attendees. THE SERVICE PROVIDER IS NOT RESPONSIBLE FOR ERROR BY THE PAYMENT PROCESSOR.

Who is responsible if something happens.

We will use reasonable skill and care in providing our Service to you and in keeping a safe, secure and error-free environment, but we cannot guarantee that the Service will always function without disruptions, delays or imperfections. Provided that we have acted with reasonable skill and care, we do not accept responsibility for: losses not caused by our breach of these Terms or otherwise by our acts; losses which are not reasonably foreseeable by you and us at the time of entering into these Terms.

Updates will be tested in development and staging environments for a period of at least 24h before release in production servers, except in the case of urgent bug fixes or security vulnerability patches. Updates will be deployed outside usual business hours to limit impact in case of unexpected effects.

Third-party integrations, including Stripe and Sumup integrations, are subject to reduced uptime guarantees based on the individual SLA between the The Client and the respective third party. (Our Card Payment integrations are subject to reduced uptime guarantees based on the individual SLA between the Client and Stripe or Sumup, respectively.)

The above does not exclude or limit our liability for death, personal injury or fraudulent misrepresentation caused by our negligence. It also does not exclude or limit our liability for any other things where the law does not permit us to do so.

How we will handle disputes.

If a claim or dispute arises out of or relates to your use of the Service as a Client or as an Attendee, both you and us agree that you may resolve your individual claim or dispute against us, and we may resolve our claim or dispute against you, in any competent court in the country of your main residence that has jurisdiction over your claim or dispute, and the laws of that country will apply without regard to conflict of law provisions.

If a claim or dispute arises between us that relates to use of the Service in any other capacity, including, but not limited to, access or use of the Service for a business or commercial purpose, you agree that any such claim or dispute must be resolved in a competent court in Estonia and that Estonian law will apply without regard to conflict of law provisions.

Termination Upon Bankruptcy or Insolvency. The Service Provider may, at its option, terminate this Agreement or any Order Form immediately upon written notice to the Client, in the event (a) that the Client becomes insolvent or unable to pay its debts when due; (b) the Client files a petition in bankruptcy, reorganization or similar proceeding, or, if filed against, such petition is not removed within ninety (90) days after such filing; (c) The Client discontinues its business; or (d) a receiver is appointed or there is an assignment for the benefit of the Client’s creditors.

Suspension of Service(s). At any time during the Term, the Service Provider may, immediately upon notice to the Client, suspend access to any Service for the following reasons: (a) if a threat to the technical security or technical integrity of the Service, including the BETA Services; (b) any amount due under this Agreement (or as applicable, under any agreement between the Service Provider and the Client) is not received by the Service Provider within thirty (30) days after it was due, or (c) a breach or violation by the Client of any statutes, laws, or regulations. If any Service is suspended for non-payment, we may charge a reactivation fee to reinstate the Service.

Transition Assistance. Following any notice of termination or expiration for any reason other than the Client’s material breach, the Service Provider will provide the Client all reasonably requested assistance to enable a smooth transition from the Services to an alternative provider. All transition assistance will be pursuant to a SOW that must be agreed upon by the parties and sets forth the transition assistance to be performed (the “Transition Assistance”), the schedule for such performance and the Fees to be paid. All Fees will be in accordance with the Service Provider’s then current price list for such Transition Assistance.

Effects of Termination. Upon termination or expiration of this Agreement for any reason: (a) any amounts owed to the Service Provider before such termination or expiration will be immediately due and payable; and (b) all licenses and access rights granted will immediately cease to exist. Termination of this Agreement does not affect any accrued rights or remedies of the terminating party with respect to breach of this Agreement, and the parties agree that such rights and remedies will survive termination of this Agreement.

Reasonable Notice. As there is no defined and continuing Term, and where the Client in its discretion has continued to use the Services, the Service Provider requires reasonable notice of termination of this Agreement, which will be not less than 90 days and which must be provided in writing.

Attorneys’ Fees. In any suit or proceeding relating to this Agreement, the prevailing party will have the right to recover from the other its costs and reasonable fees and expenses of attorneys, accountants, and other professionals incurred in connection with the suit or proceeding, including costs, fees and expenses upon appeal, separately from and in addition to any other amount included in such judgment. This provision is intended to be severable from the other provisions of this Agreement and will survive expiration or termination and will not be merged into any such judgment.

Unsolicited material.

We always appreciate feedback or other suggestions, but may use them without any restrictions or obligation to compensate you for them, and are under no obligation to keep them confidential.

Onboarding Policy

All onboarding of gyms with BETA software must be made in accordance with the following terms and conditions:

Onboarding: The onboarding process with BETA will commence only after both the client and Chalk Technologies have signed this order form, and for
1. Monthly subscription clients - a deposit equivalent to one month's subscription for the determined BETA tier (outlined in the fee structure) has been received by Chalk Technologies and
2. Annual subscription clients - the full annual payment for the determined BETA tier (outlined in the fee structure) has been received by Chalk Technologies.
Order form: By signing the onboarding form, the client confirms their agreement to comply with the target training date and target launch date set out in the onboarding process. The fee structure outlined in the ‘monthly’ and ‘annual’ section of the order form covers the subscription to the use of BETA software and does not include data migration. If data migration of existing clients to BETA software is required by the client, they will be subject to an additional migration fee of €500 for Club and Community tier clients and €300 for Business tier clients. Clients on Enterprise and Custom tiers will not be subject to a migration fee.
Launch date: The launch date refers to the initiation of the gym's use of BETA software with customers. This initiation can occur either virtually, online or in-app, through pre-sales activities or in real-time within the physical gym environment. The client understands that adherence to the target launch date is essential for the smooth onboarding process, and any delays may impact the agreed-upon schedule. It’s important to note that in the event of a delayed launch date, the determination of the new launch date is at the discretion of the BETA team, considering internal capacity and project planning considerations.
Monthly subscription: Upon subscribing to a monthly plan, clients are required to pay a deposit equivalent to one month's subscription for their chosen BETA tier (specified in the fee structure of their order form) to initiate the onboarding process. Chalk Technologies recognises the potential for unforeseen adjustments and, in the event of a delayed launch date, grants a grace period of 4 weeks from the initial target launch date. This grace period accommodates necessary flexibility, ensuring alignment with the client’s evolving requirements. In the event that there is a new launch date within this four-week period, Chalk Technologies will use the new launch date to set up the client’s monthly direct debit, with their selected trusted payment provider, and the deposit will be reimbursed as a 30-day free trial. However, if the target launch date is delayed beyond this 4-week grace period, the deposit becomes non-refundable.
Annual subscription clients: Upon subscribing to an annual plan, clients are required to pay the full annual payment for the determined BETA tier (outlined in the fee structure in their order form) to initiate the onboarding process. Chalk Technologies recognises the potential for unforeseen adjustments and, in the event of a delayed launch date, grants a grace period of 4 weeks from the initial target launch date. This grace period accommodates necessary flexibility, ensuring alignment with the client’s evolving requirements. In the event that there is a new launch date within this four-week period, Chalk Technologies will use the new launch date as the start date of the client’s annual subscription with BETA. However, if the new launch date is delayed beyond this 4-week grace period, the start date of the client’s annual subscription will be considered as the day following the final day of the 4-week grace period. The client’s annual subscription will expire exactly 1 year from the start date of their subscription.

Pricing and Payment Policy

All payments for BETA software services must be made in accordance with the following terms and conditions:

Invoicing and Due Dates: Invoices for BETA software services will be issued according to the agreed-upon billing cycle. The due date for settled payment on these invoices will be set at 14 days following the date of invoice issuance. This timeline provides our valued clients with a reasonable window for processing payment while ensuring a timely financial workflow.
Accepted Payment Methods: Payments are to be made using the only accepted payment method; bank transfer, using the bank details provided in the invoice. This streamlined approach ensures secure and efficient financial transactions, contributing to the seamless continuation of our service delivery.
Direct Debit: In our pursuit of providing optimal payment solutions for our esteemed clients, we set up direct debits for client's on a BETA monthly subscription. This helps avoid late payments and any disruptions to the BETA service.
Add a Payment Method: All clients, regardless of their subscription type (monthly or annual), must add a payment method to their account, on the payment provider selected by BETA, to ensure smooth payment processing of invoices. This allows for automatic charges for any supplementary services. This policy is in place to prevent overdue invoices and the application of late payment fees.
Late Payment Fees: Invoices not paid within 15 days of the due date will incur a late fee of 5% of the outstanding amount. Invoices not settled within 30 days of the due date will have the late fee increased to 15% of the outstanding amount.
Service Disruption: If payment is not received within 30 days of the due date, the BETA software service may be temporarily suspended. To restore the service, the client must settle all outstanding fees, including late fees, in addition to any other dues.
Resolution of Service Disruption: Once the outstanding fees, including late fees, are settled, the client's BETA software service will be reinstated. Reinstatement will occur after the payment is received and processed by our billing department.
Notification of Late Payments: Clients will be notified of overdue payments through the contact information provided on their account. It is the client's responsibility to ensure that their contact information is accurate and up-to-date.
Disputed Charges: If a client believes that there is an error in the invoiced amount, they must promptly notify our billing department for resolution.

By using BETA, clients agree to abide by these payment terms and conditions, including the late payment fees and service disruption policy.

Cancellation Policy

Our cancellation policy for BETA subscriptions is outlined in the following terms and conditions:

Cancellation Process: Clients have the option to cancel their BETA subscription at any point in time. To initiate the cancellation process, clients are required to submit a cancellation request. This request can be made by contacting our designated customer support channels.
Notice Period: To facilitate a smooth transition, clients are advised to submit their cancellation request at least 7 days prior to the commencement of the next billing cycle. This allows us to process the cancellation in a timely manner and prevents charges for the upcoming billing period.
Outstanding Fees: Clients are responsible for settling any outstanding fees or charges that have accumulated up to the date of the subscription cancellation. This includes any fees for services utilised during the subscription period.
Late payment Fees: If a client has inputted a request to cancel their BETA subscription whilst still having pending invoices to be settled, any applicable late payment fees will continue to accrue until the outstanding balance is resolved.
Cancellations and Billing Cycle: Subscription cancellations become effective as of the date specified in the cancellation request. Any charges that are applicable up to this date will be billed accordingly.
Notification of cancellation: Clients will be notified of their cancellation of their BETA subscription through the contact information provided on their account. It is the client's responsibility to ensure that their contact information is accurate and up-to-date.
Refunds and Proration: Please note that subscription fees are non-refundable. In cases where a subscription after the start of the billing cycle, no prorated refunds will be issued for the unused portion of the subscription.

Updating these terms

We may change our Service and Policies, and we may need to make changes to these Terms so that they accurately reflect our Service and Policies, collectively, Modifications. The Service Provider reserves the right, at its sole discretion, to modify or replace any of the terms or conditions of these Terms of Service (or any of the agreements that make up these Terms of Service), including any applicable Fees or charges, at any time (collectively, “Modifications”). Modifications to these Terms of Service will be posted to the Service Provider’s website with a change to the “Updated” date at the top of these Terms of Service. In certain circumstances the Service Provider may provide you with additional notice of such Modifications, via email or with in-Service notifications. Modifications will be effective thirty (30) days following the “Updated” date or such other date as communicated in any other notice to you, except that changes addressing new functions of the Services or which do not impose any additional burdens or obligations on you will be effective immediately. It is your responsibility to check these Terms of Service periodically for Modifications. Your continued use of the Services following the effectiveness of any Modifications to these Terms of Service constitutes acceptance of those Modifications as well. If any Modification to these Terms of Service is not acceptable to you, you must cease accessing, browsing and otherwise using the Services. If you do not want to agree to these or any updated Terms, you can delete your account and cancel your service by contacting us at support@sendmoregetbeta.com. Other than as set forth in this paragraph, these Terms of Service may only be modified through a written Addendum Agreement or Digital Platform Agreement, signed by you and approved by an authorized officer of BETA.