Effective Date:
This Terms of Service (“Terms”) become effective on the date Customer clicks “I Agree,” checks a checkbox agreeing to these Terms, signs a purchase order referencing these Terms, or otherwise accesses or uses the BetaScore service.
Parties:
These Terms are between Beta Financial Services, Inc. (“Company,” “we,” “us,” “our”) and the individual or entity (“Customer,” “you,” “your”) using or accessing the BetaScore platform (“Platform”).
By using or accessing the Platform, or by agreeing to these Terms via clickwrap, checkbox, or purchase order, you accept and agree to be bound by these Terms, our MSA (Master Service Agreement), and any order forms, addenda, or SOWs referencing these Terms.
Individuals you authorize to use the Platform under your account (employees, contractors, agents).
All data, content, files, or information you upload, input, transmit, or store through the Platform.
Non-public information disclosed by one party to the other in connection with these Terms, including Customer Data, business plans, pricing, trade secrets, etc., excluding information that:
The Platform is “available” if its core functionality is accessible to Authorized Users (excluding scheduled maintenance, emergency maintenance, or force majeure events).
The total minutes in a calendar month minus the number of minutes the Platform is unavailable, divided by the total minutes in the month (rounded down), expressed as a percentage.
Subject to your compliance with these Terms, the Company grants you a non-exclusive, non-transferable, revocable right to access and use the Platform (and associated documentation) solely for your internal business purposes.
You shall not:
All rights not expressly granted remain with the Company.
You must:
You are responsible for securing your account credentials and preventing unauthorized access.
You shall not use the Platform to transmit malicious code, spam, or for any unlawful or abusive purpose.
You warrant that you have all rights, consents, and permissions necessary to provide Customer Data to the Company and that your use of the Platform will not infringe any third-party rights.
The Company commits to using commercially reasonable efforts to maintain a Monthly Uptime Percentage of at least 99%, excluding:
The Company will provide at least 48 hours’ prior notice for maintenance expected to materially affect availability.
May be performed without notice to preserve system integrity, security, or data.
The Company maintains redundancy, disaster recovery, and incident response procedures, and will notify you promptly of materially impactful service disruptions.
Remedies (e.g., service credits) may be detailed in the MSA or a Service Level Addendum as agreed in writing.
You shall pay all fees as specified in your order form or purchase order, within 15 days of invoice issuance (unless otherwise agreed).
All amounts are in U.S. dollars and exclusive of taxes. You are responsible for any applicable taxes (other than taxes on the Company’s income).
Late payments may incur interest (e.g., at 1.5% per month or the maximum allowed by law).
The Company may suspend access to the Platform for overdue payments after reasonable notice.
Each party shall protect the other’s Confidential Information using at least the same standard of care it uses to protect its own, but no less than reasonable care.
The receiving party shall use Confidential Information only to perform its obligations under these Terms.
Confidential Information may be disclosed only to those employees, contractors, or agents who need access and who are bound by confidentiality obligations no less stringent.
Upon termination or expiration, the receiving party shall return or delete all Confidential Information (except where retention is required by law).
In the event of a confirmed data breach involving Customer Data, the Company shall notify you promptly and take reasonable steps to mitigate damage.
You retain all right, title, and interest in Customer Data.
You grant the Company (and its contractors) a limited license to use, reproduce, transmit, store, and back up Customer Data solely as necessary to provide and improve the Platform.
The Company will not sell or use Customer Data for unrelated commercial purposes.
The Company may use aggregated, anonymized data derived from Customer Data (without identifying you) for analytics, benchmarking, or improving services.
The Company may update, enhance, or modify the Platform in the ordinary course. Major changes will be accompanied by release notes.
If the Company introduces a material feature change likely to adversely affect your use, it shall provide prior notice (e.g., via email or dashboard).
Continued use after updates constitutes acceptance of the modified Platform and Terms.
These Terms take effect on the Effective Date and remain in force until terminated.
You may terminate these Terms by giving at least 30 days’ written notice.
The Company may terminate immediately if you materially breach these Terms (if you fail to remedy the breach within 30 days of notice, if remediable).
Upon termination:
The Company warrants that it will provide the Platform in a professional manner consistent with industry standards.
Except as expressly provided, the Platform is provided “AS-IS” and the Company disclaims all other warranties (implied or statutory), including warranties of merchantability, fitness for a particular purpose, non-infringement, uptime, error-free operation, etc.
You acknowledge inherent limitations and risks of software systems and agree that the Company does not guarantee uninterrupted or error-free operation.
Limitation of Liability:
To the fullest extent permitted by law, the Company’s total liability to you (whether in contract, tort, or otherwise) for all claims arising under these Terms is limited (e.g.,) to the total fees paid by you during the 12 months preceding the claim. The Company will not be liable for indirect, consequential, special, lost profits, loss of data, or business interruption damages.
Indemnification by You:
You shall indemnify and hold harmless the Company (and its officers, directors, employees) from claims, damages, liabilities, costs, and expenses arising from your breach of these Terms, misuse of the Platform, or violation of any law or third-party rights.
These Terms are governed by the laws of [State, e.g., New York], excluding choice-of-law rules that would apply a different jurisdiction.
Any dispute arising hereunder will be resolved via binding arbitration (or in courts of [County/State], if arbitration is not enforceable), with venue in [City, State].
Each party waives trial by jury to the maximum extent permitted.
Severability: If a court holds any provision invalid or unenforceable, the remainder of the Terms remain in effect.
Waiver: No waiver of any term or breach is effective unless in writing and signed; no failure to enforce any right is a waiver of that right.
Assignment: You may not assign these Terms without the Company’s prior written consent (except to an affiliate). The Company may assign to a successor.
Notices: The Company may send notices by email to your registered address. You may send notices to (or such address as updated in writing).
Entire Agreement: These Terms, the MSA, and any order forms or addenda constitute the entire agreement between you and the Company relating to the Platform, superseding all prior or contemporaneous agreements.
Modifications: The Company may modify these Terms from time to time. Material changes will be posted with notice (e.g., via email or dashboard). Your continued use after such modifications constitutes acceptance.
For questions, requests, or notices, you can contact us via:
Beta Financial Services, Inc.
Email: support@betascore.ai
Website: BetaScore.ai