Helping health and fitness professionals succeed
PTSCOPE is a tool for health and fitness professionals to manage their business, increase their income and save time.
We believe that technology should play a big part in every business for it to be efficient and structured.
We believe every serious professional should use PTSCOPE.
Terms and conditions
Personal Trainer software
Fitness business software
Massage business software
Fitness booking software
Online payment solutions
Business trainer software
Personal trainer app
Last Updated: 11 October, 2016
1. Defined Terms.
The following terms will have the meanings indicated below. Please refer to our Terms of Service for any capitalized terms that are not defined in this policy. “End User” means any individual who interacts with the Service, including users of our mobile applications such as the PTSCOPE App, and individuals who book appointments, purchase services and otherwise interact with our Subscribers through the Service. “Other Information” is any information that does not reveal your specific identity or does not directly relate to an individual, such as browser and device information, app usage data, information collected through cookies, pixel tags and other technologies, demographic information and other information provided by you, and aggregated information. “Personal Information” is information that identifies you as an individual or relates to an identifiable person, such as name, postal address, telephone number, email address, credit card number, and social media account ID. “Subscriber” is any business or entity that subscribes to (or otherwise accesses or uses) our Software Service.
2. Information We Collect.
We may collect information about you whenever you use the Service, for example:
- When you create an account on the PTSCOPE App, we may ask for Personal Information such as your name, email, mailing address, social media account ID, and other information you may provide with your account. You can edit certain information in your account through the My Info tab in the app.
- If you’re a customer of one of our Subscribers, we collect information about you when you interact with their business through the Service. For example, if you initiate a transaction with the Subscriber through the Service, such as an appointment or purchase, we may collect information about you, such as your name, email, credit card information, as well as any other information you provide in order to process the transaction.
- If you’re a Subscriber, we collect information about your business that is submitted to the Service under your account. When you sign up for our Software Service, we ask for your company name, address, phone number, email, credit card information, tax identification number, and other information about your business, as well as names and email addresses of authorized individuals on your account. We also collect Personal Information about your customers that they provide to the Service when they initiate a transaction with you, such as an appointment or purchase.
- We may store information that your computer or mobile device provides to us in connection with your use of the Service, such as type of computer or mobile device, unique device identifier, IP Address, MAC address, device’s operating system and physical location (including geolocation, beacon based location, and GPS location). You may disable our use of certain location data through your device or browser settings, for example by disabling “Location Services” for theptscope App in iOS privacy settings. We may also store usage data such as the date and time the application on your device accesses our servers, and what information and files have been downloaded to the application based on your device number.
- If you initiate a transaction through the Service, such as an appointment or purchase, we may collect and store information, including your name, phone number, address, email, and credit card information as well as any other information you provide to us, in order to process your transaction. This information may be shared with third parties for the same purposes. We encrypt credit card numbers using industry standard technology. We may also collect other Personal Information at the request of the business you are transacting with.
- We may receive information about you from other sources, such as public databases, strategic and joint marketing partners, social media platforms, people with whom you are friends or otherwise connected on social media platforms, as well as from other third parties. For example, if you elect to connect your social media account to your ptscope App account, certain information from your social media account may be shared with us, including information that’s part of your profile or your friends’ profiles.
- We may collect other Personal Information through the Service under the direction of our Subscribers.
3. How Personal Information May Be Used.
We may use your Personal Information:
To respond to your inquiries and fulfill your requests.
- To send administrative information to you, for example, information regarding our services and changes to our terms, conditions, and policies.
- To complete and fulfill your purchase or class registration, for example, to process your payments, communicate with you regarding your purchase and provide you with related customer service.
- To send you marketing communications that we believe may be of interest to you, such as to send you newsletters.
- To personalize your experience on the Service by presenting products and offers tailored to you, including complementary products and services of our partners.
- To allow you to participate in sweepstakes, contests and similar promotions and to administer these activities. Some of these activities have additional rules, which could contain additional information about how we use and disclose your Personal Information, so we suggest that you read these rules carefully.
- To facilitate social sharing functionality.
- To allow you to send messages to a friend through our services, as described in the section below titled “Referral Contact Information.”
- Our mobile applications may also send push notifications to your mobile device. If you have previously consented to receiving push notifications and no longer wish to receive them, you can also turn push notifications off at the device level. The applications may also request access to your device's calendar application, camera, and microphone. If you have previously allowed access to your device's calendar and no longer wish to allow access, you may edit the application settings at the device level
- For our business purposes, such as data analysis, audits, fraud monitoring and prevention, developing new products and services, enhancing, improving or modifying our products and services, identifying usage trends, determining the effectiveness of our promotional campaigns and operating and expanding our business activities.
- As we believe to be necessary or appropriate: (a) under applicable law, including laws outside your country of residence; (b) to comply with legal process; (c) to respond to requests from public and government authorities including public and government authorities outside your country of residence; (d) to enforce our terms and conditions; (e) to protect our operations or those of any of our affiliates; (f) to protect our rights, privacy, safety or property, and/or that of our affiliates, you or others; and (g) to allow us to pursue available remedies or limit the damages that we may sustain.
4. How Personal Information May Be Disclosed.
We may disclose your Personal Information:
- To our strategic partners and third-party service providers who provide services such as website hosting, data analysis, payment processing services, order fulfillment, information technology and related infrastructure provision, customer service, email delivery, credit card processing, auditing and other similar services.
- To our Subscribers if you are an End User and are using our Service to interact with that Subscriber. Please contact the Subscriber you interact with directly for more information on that Subscriber’s privacy practices.
- To third parties to permit them to send you marketing communications, consistent with your choices.
- To third-party sponsors of sweepstakes, contests and similar promotions.
- By you, on message boards, chat, profile pages and blogs and other services to which you are able to post information and materials, including as described in the sections below titled “Testimonials, Ratings and Reviews” and “Public Forum.”
- To your friends associated with your social media account, to other Website users and as well as to your social media account provider, in connection with your social sharing activity, such as if you connect your Facebook account to your PTSCOPE App account.
- For legal purposes described in the section below titled “Legal Disclosure.”
Please note that we may use and disclose Other Information for any purpose, except where we are required to do otherwise under applicable law. If we are required to treat Other Information as Personal Information under applicable law, then we may use it for all the purposes for which we use and disclose Personal Information. In some instances, we may combine Other Information with Personal Information (such as combining your name with your geographical location). If we combine any Other Information with Personal Information, we will treat the combined information as Personal Information.
5. Your Choices.
If you would like to review, correct, update, suppress, or delete Personal Information that has been previously provided by you, you may contact us by logging into your account and making the appropriate changes or by emailing info(at)ptscope.com. In your request, please make clear what Personal Information you would like to have changed or removed from our database. For your protection, we may only implement requests with respect to the Personal Information associated with the particular email address that you use to send us your request, and we may need to verify your identity before implementing your request. We will try to comply with your request as soon as reasonably practicable. Please note that we may need to retain certain information for recordkeeping purposes and/or to complete any transactions that you began prior to requesting such change or deletion (e.g., when you make a purchase, you may not be able to change or delete the Personal Information provided until after the completion of such purchase). There may also be residual information that will remain within our databases and other records, which will not be removed. If you are under 18 and a user of our Service, you may ask us to remove content or information that you have posted to the Service by submitting a request to info(at)ptscope.com. Please note that your request does not ensure complete or comprehensive removal of the content or information. If you are a customer of one of our Subscribers and would no longer like to be contacted by one of our Subscribers, or would like to access, correct, amend, or delete inaccurate Personal Information held by a Subscriber, please contact the Subscriber that you interact with directly. Your choices regarding our use and disclosure of Personal Information Information you provide may be used by PTSCOPE for marketing purposes, including but not limited to, one-off promotional e-mailing, direct mail, and sales contacts. We give you many choices regarding our use and disclosure of your Personal Information for marketing purposes. You may opt-out from:
- Receiving electronic communications from us: If you no longer want to receive marketing-related emails from us on a going-forward basis, you may opt-out of receiving these marketing-related emails by sending a request for list removal to info(at)ptscope.com. If you provide your information to PTSCOPE, at any time you can opt-out, which will allow you to save your information with PTSCOPE, but PTSCOPE will not use your information for marketing purposes.
- Our sharing of your Personal Information with unaffiliated third parties for their direct marketing purposes: If you would prefer that we do not share your Personal Information on a going-forward basis with unaffiliated third parties for their direct marketing purposes, you may opt-out of this sharing by emailing info(at)ptscope.com.
We will try to comply with your request(s) as soon as reasonably practicable. Please also note that if you do opt-out of receiving marketing-related emails from us, we may still send you messages for administrative or other purposes directly relating to your use of the Service, and you cannot opt-out from receiving those messages.
6. Tracking and Advertising.
7. Public Forum.
Our Website offers publicly accessible message boards, blogs, and community forums. Please keep in mind that if you directly disclose Personal Information through PTSCOPE public message boards, blogs, or forums, this information may be collected and used by others. To request removal of your Personal Information from our blog or community forum, contact us at info(at)ptscope.com. In some cases, we may not be able to remove your Personal Information or some content (if, for example, it is reposted by another user), in which case we will let you know if we are unable to do so and why.
8. Facebook Connect.
You can log in to some of our Service using sign-in services such as Facebook Connect or an Open ID provider. These services will authenticate your identity and provide you the option to share certain Personal Information with us such as your name and email address to pre-populate our sign up form. Services like Facebook Connect give you the option to post information about your activities on this Website to your profile page to share with others within your network. In addition, when using some of our mobile applications we may allow you a chance to tell friends about our services by accessing the contacts in your Facebook or other social media account.
9. Referral Contact Information.
10. Testimonials, Ratings and Reviews.
If you submit testimonials, ratings or reviews to the Service, any Personal Information you include will be displayed in the Service. If you want your testimonial removed, please contact us at info(at)ptscope.com We also partner with third-party service providers to collect and display ratings and review content on our web site. If the content collected by a third party for display includes Personal Information, it will not be posted unless consent is provided by the individual.
11. Legal Disclosure.
We reserve the right to disclose Personal Information that we believe to be necessary or appropriate in the following circumstances: As required by law, including laws outside your country of residence, such as to comply with a subpoena, or similar legal process. When we believe in good faith that disclosure is necessary to protect our rights, protect your safety or the safety of others, investigate fraud, or respond to a government request including a request from authorities outside your country of residence. To enforce our terms and conditions. To allow us to pursue available remedies or limit the damage we may sustain. If PTSCOPE is involved in a merger, acquisition, or sale of all or a portion of its assets, you will be notified via email and/or a prominent notice within the software and/or on our Website of any change in ownership or uses of your Personal Information, as well as any choices you may have regarding your Personal Information.
12. Links To Other Websites.
13. Data Retention.
We will retain your Personal Information for as long as needed to provide the applicable Service you use, unless a longer retention period is required or permitted by law.
14. Security of Your Information.
The security of Personal Information is a high priority at PTSCOPE. We maintain our Service and all associated data with technical, administrative and physical safeguards to protect against loss, unauthorized access, destruction, misuse, modification and improper disclosure. Unfortunately, no data transmission or storage system can be guaranteed to be 100% secure. If you have any questions about the security of your interaction with us (if, for example, you feel that the security of any account you might have with us has been compromised), you can contact us at info(at)ptscope.com.
15. Use of Service By Minors.
The Service is not directed to individuals under the age of thirteen (13), and we request that these individuals do not provide Personal Information through the Service.
16. Cross-Border Transfer.
The Service is controlled and operated by us from the United Kingdom, and is not intended to subject us to the laws or jurisdiction of any state, country or territory other than that of the United Kingdom. Your Personal Information may be stored and processed in any country where we have facilities or in which we engage service providers, and by using the Service you consent to the transfer of information to countries outside of your country of residence, including the United Kingdom, which may have different data protection rules than those of your country.
17. Sensitive Information.
We ask that you not send us, and you not disclose, any sensitive Personal Information (e.g., Social Security numbers, information related to racial, political opinions, religion or other beliefs, health, biometrics or genetic characteristics, trade union membership or criminal background) on or through the Service or otherwise to us, except where explicitly requested.
19. Contact Us.
Terms of Service
Last Updated: 8 January, 2017
Thank you for choosing I & B Creative ltd ("PTSCOPE")for your business. When you use our products and services you’re agreeing to our terms, so please read these Terms of Service carefully as they contain important information regarding your legal rights and obligations. Certain capitalized words below are defined in Section 13 (Definitions).
PTSCOPE provides online business management software services designed specifically for businesses in the wellness industry (“Software Service”). You can access our Software Service via the client login page on our Website and through our Apps.
These Terms of Service (“Agreement”) apply to any use of and access to our Software Service, Website or Apps (collectively, “Services”) by you and your Affiliates. Byaccessing or using the Services (or enabling an Affiliate to access or use the Services), you are indicating that you have read this Agreement and agree to be bound by its terms. If you do not agree with all of the terms of this Agreement, you may not access or use any Services. This Agreement is effective (“Effective Date”) on the earlier of (a) the date you accept this Agreement by clicking an “I Agree” button or otherwise indicate that you accept this Agreement (including through an Order Form), or (b) the date you (or an Affiliate) first access or use the Services.
1. General Terms
When you use our Services, you are entering into a legal agreement and you agree to all of these terms. We continually strive to improve our products and services, and as our business evolves, this agreement may change. This section describes how we can change the agreement.
- Changes to the Agreement. We may, in our sole discretion, make changes to this Agreement from time to time. Any changes we make will become effective when we post a modified version of the Agreement to our Website, and we agree the changes will not be retroactive. If we make any material changes to the Agreement, we’ll also notify you within the Software Service or by sending you an email. If you continue using the Services after any changes, it means you have accepted them. If you do not agree to any changes, you must stop using the Services, and you can terminate your account by emailing info(at)ptscope.com. It is your obligation to ensure that you read, understand and agree to the latest version of the Agreement that’s posted on our Website. The legend at the top of the Agreement indicates when it was last changed.
We may temporarily suspend your access for things like scheduled maintenance, or if a natural disaster occurs. We may also change or discontinue particular features or functions of our Services at any time. We are not responsible for any third party products that are integrated with or used in connection with the Services. Your base subscription fees include our standard support services. You may also purchase Premium Services for an additional fee.
This section describes how we leverage our optional marketing services to drive business to you. Participation in marketing services is voluntary, and you may sign up through our software. If you choose to participate, you agree to pay any related fees. We are not responsible for any damages resulting from your use of any trial or beta services.
- Access and Service Levels. PTSCOPE will make the Services to which you have subscribed available to you, subject to the terms and conditions of this Agreement. During the Subscription Term.
- Changes to Services. Notwithstanding Section 2.1, in addition to our rights set forth in Section 8.4, we reserve the right to suspend any Services (a) during planned downtime, (b) in connection with a Force Majeure event (as described in Section 12.6), or (c) if we believe any malicious software is being used in connection with your account. In addition, we reserve the right to change, suspend or discontinue any features, components or functions of the Services at any time. If we make any material changes to the Software Service, we’ll notify you within the Software Service or by sending you an email. Notwithstanding the above, we have no obligation to update or enhance any Services or to produce or release new versions of any Services.
- Third Party Offerings. Although the Services may allow you to access or use Third Party Offerings, they are not “Services” under this Agreement and are not subject to any of the warranties, service commitments or other obligations with respect to Services hereunder. The availability of any Third Party Offerings through the Services does not imply PTSCOPE’s endorsement of or affiliation with the provider. PTSCOPE does not control Third Party Offerings and will have no liability to you or Affiliates in connection with any Third Party Offerings. PTSCOPE has no obligation to monitor or maintain Third Party Offerings, and may disable or restrict access to any Third Party Offerings at any time. By using or enabling any Third Party Offering, you are expressly permitting PTSCOPE to disclose Your Data or other information to the extent necessary to utilize the Third Party Offering. YOUR USE OF THIRD PARTY OFFERINGS IS AT YOUR OWN RISK AND IS SUBJECT TO ANY ADDITIONAL TERMS, CONDITIONS AND POLICIES APPLICABLE TO SUCH THIRD PARTY OFFERINGS (SUCH AS TERMS OF SERVICE OR PRIVACY POLICIES OF THE PROVIDERS OF SUCH THIRD PARTY OFFERINGS).
- Support Services. As part of the Services you will have access to PTSCOPE’s standard support services. For an additional fee, you may purchase Premium Services.
- Marketing Services. When you subscribe to our Software Service, your business will automatically be listed on PTSCOPE’s online marketing platform (the “PTSCOPE Marketing Platform”), which allows consumers to locate PTSCOPE subscribers and evaluate, review and book their services, directly through the MINDBODY App and through our partner applications. From time to time, MINDBODY may offer subscribers the opportunity to participate in marketing services programs (“Marketing Services”), which are designed to promote their businesses and attract customers through the PTSCOPE Marketing Platform. PTSCOPE reserves the right to charge fees for Marketing Services. If you enroll in Marketing Services, you agree to pay all applicable fees for Marketing Services in accordance with this Agreement.
- Trial and Beta Services. PTSCOPE may in its sole discretion offer trial services or beta services from time to time at no charge. Any trial or beta services are provided “AS IS” with no warranties of any kind. PTSCOPE may discontinue any trial or beta services at any time, with or without notice and without any further obligations to you. PTSCOPE will have no liability for any harm or damages suffered by you or any third party in connection with any trial or beta services.
3. Your Responsibilities
You are responsible for making sure that your Affiliates and End Users comply with the terms of this agreement and applicable laws.
These are things you promise to do in connection with using the Services.
These are things you promise not to do in connection with using the Services.
You are liable if any Cardholder Data is mishandled under your account.
You will ensure all user names and passwords are kept confidential.
- Liability for Affiliates and End Users. You are responsible for all activity occurring under your account. You will ensure that your Affiliates and End Users comply with all of the provisions of this Agreement and any applicable local, state, national and foreign laws, including those related to data privacy and transmission of personal data, at all times while using the Services. Any reference in this Agreement to your “access” or “use” of Services (or similar phrase) is deemed to include access or use by Affiliates and End Users, and any act or omission of an Affiliate or End User that does not comply with this Agreement will be deemed a breach of this Agreement by you.
- Data; Unauthorized Access; Maintaining Networks. You will: (a) have sole responsibility for the accuracy and quality of Your Data and for ensuring that your collection and use of Your Data complies with applicable laws, including those related to data privacy and transmission of personal data; (b) prevent unauthorized access to, or use of, the Services, and notify PTSCOPE promptly of any unauthorized access or use; and (c) have sole responsibility for obtaining, maintaining and paying for any hardware, telecommunications, Internet and other services needed to use the Services.
- Restrictions on Use. You and your Affiliates will not: (i) submit any infringing, obscene, defamatory, threatening, or otherwise unlawful or tortious material to the Services, including material that violates privacy rights; (ii) interfere with or disrupt the integrity or performance of the Services or the data contained therein; (iii) attempt to gain access to the Services or related systems or networks in a manner not permitted by this Agreement; (iv) post, transmit or otherwise make available through or in connection with the Services any virus, worm, Trojan horse, Easter egg, time bomb, spyware or other harmful computer code, files, scripts agents or programs; (v) restrict or inhibit any other person or entity from using the Services; (vi) remove any copyright, trademark or other proprietary rights notice from the Services; (vii) frame or mirror any portion of the Services, or otherwise incorporate any portion of the Services into any product or service; (viii) systematically download and store Services' content; or (ix) use any robot, spider, site search/retrieval application or other manual or automatic device to retrieve, index, “scrape,” “data mine” or otherwise gather Services content, or reproduce or circumvent the navigational structure or presentation of the Services. Notwithstanding subsection (ix) above, and subject to compliance with any instructions posted in the robots.txt file located in the root directory of any Website, PTSCOPE grants to the operators of public search engines permission to use spiders to copy materials from the Website for the sole purpose of (and solely to the extent necessary for) creating publicly available, searchable indices of such materials, but not caches or archives of such materials. PTSCOPE reserves the right to revoke these permissions at any time and without notice.
- Cardholder Data. You are solely responsible for any liability resulting from your or any Affiliate’s handling of Cardholder Data. You agree that you and Affiliates will comply with PCI DSS anytime the Services are used to process credit cards.
- User Names and Passwords. PTSCOPE may reject or require that you change any user name or password under your account. User names and passwords are for internal business use only and may not be shared with any third party, including any competitor of PTSCOPE. You, and not PTSCOPE, are responsible for any use or misuse of user names or passwords associated with your account.
4. Fees and Payment
This section describes our fees and your payment obligations. All fees are non-refundable and will be collected before your funds will be transfered to your bank account.
- Software Services Fees. Fees for the subscribed Software Services (“Subscription Fees”) are set forth on our website at https://www.ptscope.com (or such other URL as specified by PTSCOPE), as may be updated by PTSCOPE from time to time.
- Payment Terms. You agree to pay PTSCOPE the transaction Fees and any other applicable fees stated on your chosen subscription or otherwise specified in this Agreement. All payment obligations under this Agreement are non-cancelable and all collected fees are non-refundable. Fees will be collected before transferring your funds to your bank account. You will provide PTSCOPE with valid and updated bank account information. If you provide your bank account information, you represent that you are authorised to use the that bank account and you authorise PTSCOPE to collect the fees before we transfer the money to your bank account. By submitting payment information, you authorize PTSCOPE to provide that information to third parties for purposes of facilitating payment. You agree to verify any information requested by PTSCOPE for purposes of acknowledging or completing any payment.
- Payment Errors. If you believe a payment has been processed in error, you must provide written notice to PTSCOPE within thirty (30) days after the date of payment specifying the nature of the error and the amount in dispute. If notice is not received by PTSCOPE within such thirty (30) day period, the payment will be deemed final.
- Taxes. Fees do not include any taxes, levies, duties or similar governmental assessments of any nature, including, for example, value-added, sales, use or withholding taxes, assessable by any jurisdiction (collectively, “Taxes”). You are responsible for paying all Taxes associated with purchases and transactions under this Agreement. If PTSCOPE is legally required to pay or collect any Taxes on your behalf, PTSCOPE will invoice you and you will pay the invoiced amount. For clarity, PTSCOPE will be solely responsible for taxes assessed on PTSCOPE based on its income.
4.1. Fees, Cancelations, refunds
- The End user pays for the subscriber service
- Money will be processed through merchant service provider
- PTSCOPE will receive the payment directly to PTSCOPE's bank account within 3-5 working days
- PTSCOPE will keep 2.9% + VAT fee from total amount payed by end user
- PTSCOPE will transfer rest of the funds to subscribers bank account within 1-2 working days after PTSCOPE receive the money to PTSCOPE bank account.
- No refunds will be issued on transaction fees.
- Subscriber will be responsible for issuing their refunds directly to their customers (end user), PTSCOPE doesn't take any responsibility of refunds from subscriber to end user. Subscribers has to have their refund policies to deal with their customers (end user).
Fee Charging Policy:
- PTSCOPE is charging subscribers 2.9% + VAT from every transaction made by end user and it is taken immediately after payment is processed.
- PTSCOPE receives the money from the end user to business bank account within 3-5 woking days, after PTSCOPE fee is taken money is transferred to subscribers bank account within 1-2 working days.
We may decide to increase our fees or add optional services for additional fee, but your fees will not increase in your first year. We will give you one month’s notice of any fee change. If you pay your membership fees as a lump-sum payment, we will only review your membership fees when your membership is due for renewal.
- Subscriber can cancel PTSCOPE service at any time, giving us 10 working days notice. Send the notice to info(at)ptscope.com
- Subscribe is responsible for their own cancelation procedures in relation to end user
- Subscriber must give PTSCOPE 10 working days notice if they want to cancel any of the end user direct debit payments
- PTSCOPE reserves a right to stop providing services at any time with giving 1 month notice to subscribers 5. PTSCOPE reserves a right to stop providing service to subscriber if subscriber is breaking a law or for any suspicious behaviour.
5. Intellectual Property Rights
This section describes our intellectual property rights in the Services. You are only allowed to use the Services in accordance with this agreement and for internal business purposes. You grant us a license to use your feedback, trademarks and logos in connection with providing the Services and for general marketing purposes.
- PTSCOPE Intellectual Property. PTSCOPE owns all right, title and interest in and to the Services, the PTSCOPE Data and Aggregated Data, including, without limitation, all intellectual property rights therein. Subject to the limited rights expressly granted to you under this Agreement, PTSCOPE reserves all rights, title and interest in and to the Services, the PTSCOPE Data and Aggregated Data, including, without limitation, all related intellectual property rights. PTSCOPE’s service marks, logos and product and service names, including, without limitation, PTSCOPE. You agree not to display or use any PTSCOPE Marks in any manner without PTSCOPE’s express prior written permission. Any trademarks, service marks and logos associated with a Third Party Offering may be the property of the third party provider, and you should consult with their trademark guidelines before using any of their marks.
- License Grant to You. Subject to the terms and conditions of this Agreement, PTSCOPE hereby grants to you a limited, non-exclusive, non-transferable, non- sublicenseable, revocable license and right to use the Services set forth in an Order Form, during the agreement Term and solely for your internal business purposes. You will not: (a) modify, copy or create any derivative works based on the Services; (b) license, sublicense, sell, resell, rent, lease, transfer, assign, distribute, time share, offer in a service bureau, or otherwise make the Services available to any third party, other than to Affiliates and End Users as permitted herein; (c) reverse engineer or decompile any portion of the Services, including but not limited to, any software utilized by PTSCOPE in the provision of the Services; (d) access or use (or allow a third party to access or use) the Services for competitive analysis or to build any competing products or services; (e) copy any features, functions, integrations, interfaces or graphics of the Services; or (f) otherwise use or exploit the Services in any manner not expressly permitted by this Agreement.
- License Grant to PTSCOPE. You hereby grant to PTSCOPE and its affiliates a worldwide, perpetual, irrevocable, transferable, sublicensable, royalty-free license (a) to modify, copy, distribute and incorporate into the Services (without attribution of any kind) any suggestions, enhancement request, recommendations, proposals, correction or other feedback or information provided by you, Affiliates or End Users relating to the Services or PTSCOPE’s business; and (b) to use your business name(s), trademarks, service marks or logos (collectively, “Your Marks”) in connection with providing the Services and for marketing and promotional purposes in connection with PTSCOPE’s business. PTSCOPE agrees that any use by PTSCOPE of any of Your Marks will inure solely to the benefit and goodwill of your business. Other than those rights specifically granted to PTSCOPE herein, all right, title and interest in and to Your Marks are expressly reserved by you.
6. Data Ownership and Use
You own all data you provide to us, but you also grant us a license to use it for certain purposes, for example, to improve our products or to provide you with complementary products of our partners.
This section describes the rights we hold over any data that we collect through independent sources, like the PTSCOPE App.
We will own all Aggregated Data.
You must notify us if you are subject to HIPAA and sign a BAA agreement.
We have controls in place to prevent outside parties from stealing or accessing Your Data.
We will notify one another if either of us becomes aware that Your Data has been compromised.
We are not responsible for resolving or intervening in any dispute over Your Data.
- Your Data. As between you and PTSCOPE, you own all right, title and interest in Your Data. You hereby grant to PTSCOPE a nonexclusive, worldwide, assignable, sublicensable, fully paid-up and royalty-free license and right to copy, distribute, display and perform, publish, prepare derivative works of and otherwise use Your Data for the purposes of providing, improving and developing MINDBODY’s products and services and/or complementary products and services of our partners. You represent and warrant to PTSCOPE that you have all rights necessary to grant the licenses in this Section 6.1, and that your provision of Your Data through and in connection with the Services does not violate any applicable laws or rights of any third party.
- PTSCOPE Data. Notwithstanding Section 6.1, all right, title and interest in any data or information collected by PTSCOPE independently and without access to, reference to or use of any of Your Data, including, without limitation, any data or information PTSCOPE obtains about End Users through the PTSCOPE App (whether the same as Your Data or otherwise), will be solely owned by PTSCOPE (collectively, “PTSCOPE Data”).
- Aggregated Data. PTSCOPE will own all Aggregated Data. You agree that nothing in this Agreement will prohibit PTSCOPE from utilizing Aggregated Data for any purpose, provided such Aggregated Data does not reveal any personally identifying information about you or any End Users.
- HIPAA. HIPAA imposes rules to protect certain personal health information or “PHI” as that term is defined under HIPAA. If you or any Affiliate is subject to HIPAA, prior to accessing or using the Services you must notify PTSCOPE and enter into a Business Associate Agreement (“BAA”) in the form provided by PTSCOPE. You are solely responsible for determining whether you or any Affiliates are subject to HIPAA. You may send notice and request a BAA by emailing info(at)ptscope.com.
- Protection and Security. During the Agreement Term, ptscope will maintain administrative, physical and technical safeguards designed for the protection and integrity of Your Data. PTSCOPE will maintain PCI DSS compliance for the portions of the Services that store and process Cardholder Data.
- Unauthorized Disclosure. If either Party believes that there has been a disclosure of Your Data in a manner not authorized under this Agreement, such Party will promptly notify the other Party. Additionally, each Party will reasonably assist the other Party in remediating or mitigating any potential damage, including any notification which should be sent to individuals impacted or potentially impacted by such unauthorized disclosure.
- Data-Related Disputes. You are solely responsible for resolving disputes regarding ownership or access to Your Data, including those involving any current or former owners, co-owners, employees or contractors of your business. You acknowledge and agree that PTSCOPE has no obligation whatsoever to resolve or intervene in such disputes.
7. Confidential Information
This section describes the confidentiality obligations we have to one another under the agreement.
- A Party will not disclose or use any Confidential Information of the other Party except: (a) as reasonably necessary to perform its obligations or exercise any rights granted pursuant to this Agreement; (b) with the other Party's prior written permission; or (c) to the extent required by law or order of a court or other governmental authority or regulation. Each Party agrees to protect the other Party’s Confidential Information in the same manner that it protects its own Confidential Information of like kind, but in no event using less than a commercially reasonable standard of care. Confidential Information will not include any information that: (a) is or becomes generally known to the public without breach of any obligation owed to the disclosing Party; (b) was known to a Party prior to its disclosure by the other Party without breach of any obligation owed to the other Party; (c) was independently developed by a Party without breach of any obligation owed to the other Party; or (d) was or is received from a third party without breach of any obligation owed to the other Party. For clarity, nothing in this Section 7 will restrict PTSCOPE with respect to PTSCOPE Data or Aggregated Data.
8. Term, Termination and Suspension
Either party may end this Agreement at any time by providing 30 days’ advance notice.
We have the right to end the Agreement immediately if you breach it.
This section is a description of what will occur and the rights that apply when the Agreement is terminated.
We have the right to suspend or terminate the Services at any time if we detect harmful or illegal activity under your account.
- Term. Unless otherwise specified in an Order Form, the term of this Agreement will be month to month (“Subscription Term”). The Subscription Term commences on the Effective Date and will automatically renew on a monthly basis until either Party terminates in accordance with this Agreement. Either Party may terminate the Agreement at any time, for any reason or no reason, by providing notice to the other Party at least thirty (30) days before the end of the relevant Subscription Term. Unless otherwise specified in an Order Form, Subscription Fees during any automatic renewal term will revert to the current pricing in effect at the time such renewal term commences.
- Termination for Cause. PTSCOPE may terminate this Agreement, effective immediately upon notice to you, if you or an Affiliate are in material breach of this Agreement. In the event of a termination pursuant to this Section, in addition to other amounts you may owe PTSCOPE, you must immediately pay any unpaid Fees associated with the remainder of the agreement Term. In no event will any termination relieve you of your obligation to pay any fees payable to PTSCOPE for the period prior to the effective date of termination.
- Rights on Termination or Expiration. Upon termination or expiration of this Agreement (a) all Order Forms will automatically terminate and be of no force or effect; (b) you will have no rights to continue use of the Services and will cease accessing and/or using the Services; and (c) except as specified in the following paragraph, PTSCOPE will have no obligation to maintain your Services account or to retain or forward any data to you or any third party, except as required by applicable law.
- Upon request by you within thirty (30) days following termination of this Agreement, and provided that you have paid PTSCOPE all amounts owed under this Agreement, PTSCOPE will make Your Data available to you through PTSCOPE’s standard web services for a period of up to thirty (30) days after receipt of such notice. After such thirty (30) day period, PTSCOPE will have no obligation to retain or provide Your Data, except as required by applicable law. If at any time during the Subscription Term you require PTSCOPE’s assistance in retrieving Your Data, additional fees may apply. The following will survive any expiration or termination of this Agreement: the Introduction and Sections 1, 2.3, 2.6, 3, 4 (other than Section 4.1), 5, 6, 7, 8.2, 8.3, 9.1, 9.3, 10, 11, 12, 13, 14 and 15.
- Right to Terminate or Suspend Services. We may suspend or terminate the Services (or any portion thereof) at any time without notice if we believe (a) that any activity or use of Services in connection with your account violates this Agreement, the intellectual property rights of a third party or applicable laws, or is otherwise disruptive or harmful to PTSCOPE or any third party, or (b) that we are required to do so by law.
9. Warranties & Disclaimer
You are responsible for keeping your account contacts and other account information up to date, and you must notify us in the event of any changes. We will endeavour to ensure that the software will generate reports and perform functions as generally described on our Website. This section is our disclaimer of legal liability for the quality, safety, or reliability of our Services.
- Accuracy of Your Account Information. You agree to provide PTSCOPE with complete and accurate account information, including your legal company name, street address, e-mail address, and such other contact information as may be requested by PTSCOPE. You are responsible for keeping your account information up to date, and you agree to promptly notify PTSCOPE in writing if any information changes.
- Warranty of Functionality. MINDBODY warrants to you that during a Agreement Term: (a) the agreed Software Service will perform materially in accordance with the functionality described in the Documentation applicable to such Software Service; and (b) such functionality will not be materially decreased. Your sole and exclusive remedy for a breach of this warranty will be that PTSCOPE will use commercially reasonable efforts to modify the applicable Services to achieve the functionality described above. If PTSCOPE is unable to restore such functionality, you may terminate the Agreement by providing written notice to PTSCOPE, and you will be entitled to receive a pro-rata refund of any pre-paid fees. PTSCOPE will have no obligation with respect to a warranty claim under this Section 9.2 unless notified by you in writing no later than thirty (30) days after the first instance of any material functionality problem. This warranty will only apply if the applicable subscribed Services have been utilized in accordance with this Agreement and applicable laws. For clarity, this warranty will not apply to any trial or beta services.
- DISCLAIMER. EXCEPT AS EXPRESSLY PROVIDED IN SECTION 9.2 ABOVE, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, PTSCOPE MAKES NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, AND SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING WITHOUT LIMITATION ANY WARRANTIES OF TITLE, NON-INFRINGEMENT, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE WITH RESPECT TO THE SERVICES AND/OR RELATED DOCUMENTATION. PTSCOPE DOES NOT WARRANT THAT YOUR USE OF THE SERVICES WILL BE SECURE, TIMELY, ERROR-FREE OR UNINTERRUPTED, OR THAT THE SERVICES ARE OR WILL REMAIN UPDATED, COMPLETE OR CORRECT, OR THAT THE SERVICES WILL MEET YOUR REQUIREMENTS OR THAT THE SYSTEMS THAT MAKE THE SERVICES AVAILABLE (INCLUDING WITHOUT LIMITATION THE INTERNET, OTHER TRANSMISSION NETWORKS, AND YOUR LOCAL NETWORK AND EQUIPMENT) WILL BE UNINTERRUPTED OR FREE FROM VIRUSES OR OTHER HARMFUL COMPONENTS. EXCEPT AS PROVIDED IN SECTION 9.2, THE SERVICES AND ANY PRODUCTS AND THIRD PARTY MATERIALS ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS AND SOLELY FOR YOUR USE IN ACCORDANCE WITH THIS AGREEMENT. ALL DISCLAIMERS OF ANY KIND (INCLUDING IN THIS SECTION AND ELSEWHERE IN THIS AGREEMENT) ARE MADE ON BEHALF OF BOTH PTSCOPE AND ITS AFFILIATES AND THEIR RESPECTIVE SHAREHOLDERS, DIRECTORS, OFFICERS, EMPLOYEES, AFFILIATES, AGENTS, REPRESENTATIVES, CONTRACTORS, LICENSORS, SUPPLIERS AND SERVICE PROVIDERS (COLLECTIVELY, THE “PTSCOPE PARTIES”).
If we are sued by another party as a result of your actions or negligence, you agree to cover all costs.
- You agree to indemnify, defend, and hold harmless the PTSCOPE Parties from and against any and all third party claims alleged or asserted against any of them, and all related charges, damages and expenses (including, but not limited to, reasonable attorneys' fees and costs) arising from or relating to: (a) any actual or alleged breach by you, an Affiliate or End User of any provisions of this Agreement; (b) any access to or use of the Services by you, an Affiliate or End User; (c) any actual or alleged violation by you, an Affiliate or End User of the intellectual property, privacy or other rights of a third party; and (d) any dispute between you and another party regarding ownership of or access to Your Data.
11. Limitations and Exclusions of Liability
These are the limits of legal liability we may have to you.
- PTSCOPE EXPRESSLY DISCLAIMS ANY AND ALL LIABILITY AND WILL NOT BE RESPONSIBLE FOR ANY DAMAGES OR LOSS CAUSED, OR ALLEGED TO BE CAUSED, BY THE TRANSMISSION OF CARDHOLDER DATA PRIOR TO ITS ENCRYPTION AND RECEIPT BY SERVER(S) OWNED OR CONTROLLED BY PTSCOPE. THE EXCLUDED DAMAGES WILL INCLUDE, WITHOUT LIMITATION, DAMAGES RESULTING FROM FRAUD, EMBEZZLEMENT, THEFT, IDENTITY THEFT, OR INVASION OF PRIVACY. TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT WILL THE PTSCOPE PARTIES’ AGGREGATE LIABILITY, COLLECTIVELY, FOR ALL CLAIMS ARISING OUT OF OR RELATED TO THIS AGREEMENT, WHETHER IN CONTRACT, TORT OR OTHERWISE, EXCEED THE SUBSCRIPTION FEES ACTUALLY PAID BY YOU DURING THE TWELVE (12) MONTH PERIOD IMMEDIATELY PRECEDING THE DATE OF THE INCIDENT. ALL LIMITATIONS OF LIABILITY OF ANY KIND (INCLUDING IN THIS SECTION AND ELSEWHERE IN THIS AGREEMENT) APPLY WITH RESPECT TO BOTH PTSCOPE AND THE PTSCOPE PARTIES. IN NO EVENT WILL ANY PTSCOPE PARTIES HAVE ANY LIABILITY FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES, HOWEVER CAUSED, OR FOR ANY LOST PROFITS, LOSS OF USE, DATA OR OPPORTUNITIES, COST OF DATA RECONSTRUCTION, COST OR PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, WHETHER IN CONTRACT, TORT OR OTHERWISE, ARISING OUT OF, OR IN ANY WAY CONNECTED WITH THE SERVICES OR THIRD PARTY OFFERINGS, INCLUDING BUT NOT LIMITED TO THE USE OR INABILITY TO USE THE SERVICES, ANY INTERRUPTION, INACCURACY, ERROR OR OMISSION, EVEN IF PTSCOPE, ITS LICENSORS OR SUBCONTRACTORS HAVE BEEN PREVIOUSLY ADVISED OF THE POSSIBILITY OF SUCH LOSS OR DAMAGES. THE FOREGOING EXCLUSIONS OR LIMITATIONS MAY NOT APPLY TO THE EXTENT PROHIBITED BY APPLICABLE LAW.
In the unlikely event we end up in a legal dispute, you agree we will first attempt to resolve it through this informal process. If we can’t resolve a dispute after following the process above, then we must attempt to resolve through arbitration and not in court. The location of your business determines which PTSCOPE Entity you are contracting with. We are not liable for things that are out of our control, for example, natural disasters.
- Mandatory Informal Dispute Resolution. If you have any dispute with PTSCOPE arising out of or relating to this Agreement, you agree to notify PTSCOPE in writing with a brief, written description of the dispute and your contact information, and PTSCOPE will have thirty (30) days from the date of receipt within which to attempt resolve the dispute to your reasonable satisfaction. If the Parties are unable to resolve the dispute through good faith negotiations over such thirty (30) day period under this informal process, either Party may pursue resolution of the dispute in accordance with the arbitration agreement below.
- Entire Agreement. This Agreement, together with any Order Forms and any terms and policies that are incorporated into this Agreement by reference (including by reference to a URL), constitute the entire agreement and supersede any prior agreements between you and PTSCOPE with respect to the subject matter hereof. In the event of a conflict between an Order Form and this Agreement, the Order Form will control. This Agreement supersedes and replaces all prior and contemporaneous agreements, proposals or representations, written or oral, between PTSCOPE, on the one hand, and you or any Affiliate, on the other hand.
- Waiver and Severability. No waiver of any provision of this Agreement by PTSCOPE will be effective unless in writing and signed by PTSCOPE. No waiver by either Party of any breach or default hereunder will be deemed to be a waiver of any preceding or subsequent breach or default. If any provision of this Agreement is held by a court of competent jurisdiction to be contrary to law, the provision will be modified by the court and interpreted so as best to accomplish the objectives of the original provision to the fullest extent permitted by law, and the remaining provisions of this Agreement will remain in effect.
- Assignment. You may not assign, delegate or transfer this Agreement in whole or in part, without PTSCOPE’s prior written consent. PTSCOPE may assign, transfer or sublicense any or all of PTSCOPE’s rights or obligations under this Agreement without restriction.
- Notices. Any notices provided by PTSCOPE under this Agreement may be delivered to you within the Services or to the email address(es) we have on file for your account. You hereby consent to receive notice from PTSCOPE through the foregoing means, and such notices will be deemed effective when sent if on a business day, and if not sent on a business day then on the next business day. Except as otherwise specified in the Agreement, any notices to PTSCOPE under this Agreement must be delivered via first class registered UK. mail, overnight courier, to I & B CREATIVE LTD, 48 Bridge House, Rochester, UK, ME11LQ.
- Force Majeure. Neither Party will be liable for any failure or delay in performance under this Agreement (other than for delay in the payment of money due and payable hereunder) for causes beyond that Party’s reasonable control and occurring without that Party’s fault or negligence, including, but not limited to, acts of God, acts of government, flood, fire, civil unrest, acts of terror, strikes or other labor problems (other than those involving PTSCOPE’s or your employees, respectively), computer attacks (by government/nation entities or otherwise) or malicious acts, such as attacks on or through the Internet, any Internet service provider, telecommunications or hosting facility. Dates by which performance obligations are scheduled to be met will be extended for a period of time equal to the time lost due to any delay so caused.
- Electronic Communications and Signatures. You agree to the use of electronic communication in order to enter into agreements and place orders, and to the electronic delivery of notices, policies and records of transactions initiated or completed through the Services. Furthermore, you hereby waive any rights or requirements under any laws or regulations in any jurisdiction that require an original (non-electronic) signature or delivery or retention of non- electronic records, to the extent permitted under applicable law.
- Relationship of the Parties. This Agreement does not, and will not be construed to, create any partnership, joint venture, employer-employee, agency or franchisor-franchisee relationship between you and PTSCOPE.
For the purposes of this Agreement, the following capitalized terms will have the meanings set forth for each of them below:
“Affiliate” means any entity that directly or indirectly controls, is controlled by, or is under common control with you, and that has been designated to receive Services under this Agreement. “Control” for purposes of this definition means the power to direct or cause the direction of the management and policies of the subject entity, whether through equity ownership, a credit arrangement, franchise agreement or other contractual arrangement. “Affiliate” also includes any of your business locations and any Franchisees that have been designated to receive Services under this Agreement. “Aggregated Data” means anonymized, aggregated data derived by or through the operation of the Services that is created by or on behalf of PTSCOPE and that does not reveal any personally identifying information.
“API” means PTSCOPE’s application programming interface , as may be updated by PTSCOPE from time to time, and any subsequent application programming interfaces that are developed and made available by PTSCOPE to interact with or otherwise be used in connection with the Services.
“Apps” means any mobile applications through which PTSCOPE makes the Software Service available.
“Cardholder Data” means credit card numbers, expiration dates, billing addresses, and cardholder names as entered by End Users and you. Cardholder Data is a subset of End User Data.
"Confidential Information" means (a) any software utilized by PTSCOPE in the provision of the Services and its respective source code; (b) each Party’s business or technical information, including but not limited to the Documentation, information relating to software plans, designs, costs, prices and names, business opportunities, personnel, research, development or know-how that is designated by the disclosing Party as “confidential” or “proprietary” or the receiving Party knows or should reasonably know is confidential or proprietary; and (c) any special pricing or other non-standard terms agreed to by the Parties in an Order Form or other separate written document.
“Documentation" means PTSCOPE’s online user guides, documentation, and help and training materials, as may be updated by PTSCOPE from time to time, accessible atwww.mindbodyonline.com, and any other materials provided by PTSCOPE as part of the Services.
“End User” means a business or individual that schedules or purchases products or services from you through the Services or otherwise interacts with you through the Services.
“End User Data” means all data, information or other material about an End User that you, an Affiliate or End User provides or submits to the Services. End User Data may include Cardholder Data and such portions of Your Data that relates to specific End Users. “Franchisee” means any party that is bound by a franchise agreement with you, and that you have designated to receive Services under this Agreement. Franchisees are bound by the terms of this Agreement as if they were an original party hereto. “HIPAA” means the Health Insurance Portability and Accountability Act, as amended and supplemented.
“Order Form” means a separate ordering document, invoice or other documentation that specifies the Services purchased hereunder, the applicable fees, and other terms as agreed to between the Parties. If an Order Form indicates that any Affiliates or Franchisees will be receiving Services hereunder, each of them will be bound by the terms of this Agreement as if they were an original party hereto.
“PTSCOPE Marketing Platform” means PTSCOPE’s online marketing platform, which allows consumers to locate PTSCOPE subscribers and evaluate, review and book their services, directly through the PTSCOPE App and through our partner applications.
“PTSCOPE App” means the consumer-facing, downloadable mobile app made available by PTSCOPE and known as the “PTSCOPE App” (and its successor products), which allows consumers to use their mobile devices to find, book and pay for the services of participating PTSCOPE subscribing businesses.
“PCI DSS” means the requirements of the Payment Card Industry Data Security Standard, as detailed on https://www.pcisecuritystandards.org/, and as may be updated from time to time. “Premium Services” means PTSCOPE’s supplemental, fee-based technical support services or aditional features as may be updated by PTSCOPE from time to time.
“Software Service” is defined in the Introduction.
“Third Party Offerings” means any third party products, applications, websites, implementations or services, including loyalty programs, that the Services link to, or that interoperate with or are used in conjunction with the Services.
“Website” means www.ptscope.com and any other websites through which PTSCOPE makes the Software Service available.
“Your Data” means any data, information or material provided or submitted by you and Affiliates to the Services. Your Data may include End User Data and Cardholder Data, but excludes Aggregated Data.
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