My Best Studio Terms of Service
Last Updated: November 30, 2019
Thank you for choosing My Best Studio for your business. When you use our products and services, you are agreeing to our terms.
My Best Studio provides online Studio Management Software (hereafter referred to as "SMS") designed specifically for businesses in the fitness industry. You can access our SMS via a browser using your secure link and login credentials, and through our apps.
These Terms of Service ("Agreement") apply to any use of and access to our SMS, including websites and apps, by you and by your affiliates. By accessing or using the SMS (or enabling an affiliate to access or use the SMS), 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 the SMS.
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 Online Form), or (b) the date you (or an affiliate) first access or use the SMS.
- General Terms
- Studio Management System (SMS)
- Your Responsibilities
- Fees and Payment
- Intellectual Property Rights
- Data Ownership and Use
- Confidential Information
- Term, Termination and Suspension
- Warranties and Disclaimer
- Limitations and Exclusions of Liability
1. General Terms.
When you use our Services, you are entering into a legal agreement and you agree to all of these terms.
- Agreement. This Agreement is a binding legal agreement between you and the applicable My Best Studio, a division of Apex Global Solutions Inc, a California corporation. If you enter into this Agreement on behalf of a company or other legal entity, you represent and warrant that you have the legal authority to bind that entity and its Affiliates to this Agreement, and all references to "you" and "your" in this Agreement are referring to that entity. You and My Best Studio are also sometimes referred to in this Agreement individually as a "Party" and collectively as the "Parties".
This Agreement covers Apps that allow you to access our software like the My Best Studio LITE, My Best Studio Sign-In and My Best Studio GO business app.
This Agreement applies to any use of the SMS, whether in connection with a paid subscription or a free demo trial.
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 firstname.lastname@example.org 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..
2. Studio Management Software (SMS).
Our software will meet the uptime requirements described in our SLA.
Access and Service Levels. My Best Studio will make the SMS to which you have subscribed available to you, subject to the terms and conditions of this Agreement.
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 SMS at any time.
Changes to Services. We reserve the right to suspend SMS (a) during planned downtime, (b) in connection with a Force Majeure event (as described in Section 14.9), 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 SMS or to produce or release new versions of SMS.
We aren't responsible for any third party products that are integrated with or used in connection with the Services.
Third Party Offerings. Although the SMS may allow you to access or use Third Party Services, 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 Services through SMS does not imply My Best Studio's endorsement of or affiliation with the provider. My Best Studio does not control Third Party Services and will have no liability to you or Affiliates in connection with any Third Party Services. By using or enabling any Third Party Services, you are expressly permitting My Best Studio to disclose Your Data or other information to the extent necessary to utilize the Third Party Services. YOUR USE OF THIRD PARTY SERVICES IS AT YOUR OWN RISK AND IS SUBJECT TO ANY ADDITIONAL TERMS, CONDITIONS AND POLICIES APPLICABLE TO SUCH THIRD PARTY SERVICES (SUCH AS TERMS OF SERVICE OR PRIVACY POLICIES OF THE PROVIDERS OF SUCH THIRD PARTY SERVICES).
Your base subscription fees include our standard support services.
Support Services. As part of the Services you will have access to My Best Studio standard support services.
We are not responsible for any damages resulting from your use of any trial or beta services.
Free DEMO/Trial and Beta Services. My Best Studio may in its sole discretion offer free demo/trial or beta SMS from time to time at no charge. Notwithstanding anything to the contrary herein: (a) any free demo/trial or beta SMS are provided "AS IS" with no warranties of any kind; and (b) My Best Studio may discontinue any free demo/trial or beta SMS at any time, with or without notice and without any further obligations to you. My Best Studio will have no liability for any harm or damages suffered by you or any third party services.
Additional terms apply to the branded mobile app.
- Branded Mobile App Terms. My Best Studio provides Branded Mobile App for your studio's sole purpose to market to your clients for the use of parts of Studio Management Software to purchase/sign/book for a class/workshop and/or an appointment.
Additional terms apply for payment processing services.
- Payment Processing. My Best Studio offers the ability to process payments through the Studio Management Software. Payment Processing Services are provided by our third party payment processing partners as Third Party Services and any procurement by you or your Affiliates will be subject to a separate merchant agreement which will be solely between you (or your Affiliate) and the third party processor. If you use Payment Processing Services you agree that you and your Affiliates will comply with the terms and conditions of any applicable merchant agreements and all applicable card network rules, policies, laws and regulations, at all times while using such Payment Processing Services.
At My Best Studio sole discretion, you may be offered Payment Processing Services provided by third party companies like Total Merchant Services, Groovv, Authorize.net. You are responsible to review and obaid the terms of services of the respective different payment providers .My Best Studio is NOT responsible for any damage, loss due to use of third party payment processors. It is solely between you and the third party processor.
You are simply enabling payment processing services thru either of the above third party payment processors to use with My Best Studio - Studio Management Software, on online and any apps of My Best Studio.
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.
- Liability for Affiliates and End Users. You are responsible for all activity occurring under or relating to your account, including, but not limited to, your staff, employees, consultants, advisors, independent contractors, and End Users. You will ensure that your Affiliates and End Users comply with all of the provisions of this Agreement, including any Terms and conditions and acceptable use policies provided or made available by My Best Studio and, any third party processors 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 SMS.
These are things you promise to do in connection with using the Services.
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 SMS, and (c) have sole responsibility for obtaining, maintaining and paying for any hardware, telecommunications, Internet and other services needed to use the SMS.
These are things you promise not to do in connection with using SMS.
- Restrictions on Use. You and your Affiliates and End Users will not: (i) submit any infringing, obscene, defamatory, threatening, or otherwise unlawful or tortious material to the SMS, 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 SMS any virus, worm, Trojan horse, 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 SMS.
You are liable if any Cardholder Data is mishandled under your account.
- 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.
You will ensure all user names and passwords are kept confidential.
User Names and Passwords. User names and passwords are for internal studio/business use only and may not be shared with any third party, including any competitor of My Best Studio. You, and not My Best Studio, are responsible for any use or misuse of user names or passwords associated with your account.
4. Fees and Payment
This describes our fees and your payment obligations. All fees are non-refundable and must be paid in advance.
- Payment Terms. You agree to pay My Best Studio the Monthly Subscription Fees. My Best Studio only provides a full refund of the first 30 days of the use of Studio Management Software. Thereafter all fees paid are non-refundable. If you provide credit card information, you represent that you are authorized to use the card and you authorize My Best Studio to charge the card for all payments hereunder. If the payment for Monthly Subscription Fee for Studio Management Software is NOT received with 3 days of generating an invoice, My Best Studio reserves the right to deactivate and suspend your account without any notice to you and your affiliates. You will have to pay any and all fees due including any late fees/restoration charges to reinstate your access to My Best Studio - Studio Management Software.
- Changes in Fees. Your price will be locked for life and you will not be faced with any future price increases for Studio Management Software Monthly Subscription fees. If there is a price increase it will go in effect going forward to any new clients that sign on to use My Best Studio - Studio Management Software there onwards. My Best Studio may also convert any free demo/trial or beta Service into SMS subject to a Monthly Subscription Fee upon notice to you .
- Payment Errors. If you believe a payment has been processed in an error, you must provide written notice to My Best Studio 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 My Best Studio within such thirty (30) day period, the payment will be deemed final.
- Taxes. You are responsible for paying all Taxes associated with purchases and transactions under this Agreement.
5. Intellectual Property Rights
This describes our intellectual property rights in the Services.
- My Best Studio Intellectual Property. My Best Studio or its affiliates own all right, title and interest in and to the Studio Management Services (SMS). Subject to the limited rights expressly granted to you under this Agreement, My Best Studio and its affiliates reserve all rights, title and interest in and to the SMS. My Best Studio and its affiliates' service marks, logos and product and service names, including, without limitation are owned by My Best Studio or its affiliates. Any trademarks, service marks and logos associated with a Third Party Service may be the property of the third party provider, and you should consult with their trademark guidelines before using any of their marks.
You are only allowed to use the Services in accordance with this agreement and for internal business purposes.
License Grant to You. Subject to the terms and conditions of this Agreement, My Best Studio hereby grants to you a limited, non-exclusive, non-transferable and right to use the Studio Management Software, during the subscription term and solely for your internal business purposes. You will not: (a) modify, copy or create any derivative works based on the SMS; (b) decompile any portion of the SMS, including but not limited to, any software utilized by My Best Studio in the provision of the SMS.
You grant us a license to use your feedback, trademarks and logos in connection with providing the Services and for general marketing purposes.
License Grant to My Best Studio. You hereby grant to My Best Studio and its affiliates a worldwide, perpetual, irrevocable, transferable, royalty-free license to (a) modify, copy, distribute and incorporate into the SMS (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 SMS and (b) to use your business name(s), trademarks, service marks, logos or any publicly available images in connection with: providing the SMS, for marketing and promotional purposes in connection with My Best Studio business, and for Marketing Services.
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.
- Your Data. As between you and My Best Studio, you own all right, title and interest in Your Data. You hereby grant to My Best Studio a nonexclusive, worldwide, assignable, 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 My Best Studio's Studio Management Software.
- Protection and Security. During the Subscription Term, My Best Studio will maintain administrative, physical and technical safeguards designed for the protection and integrity of Your Data. My Best Studio will not store your and/or your clients credit card data. The cardholder data will be store on our payment processing partners website for security and fraud protection.
7. Confidential Information.
This 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. 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.
8. Term, Termination and Suspension.
We can each end this Agreement anytime by providing a written advance notice.
- Term. The term of this Agreement will be month to month ("Monthly Subscription Term"). The Monthly Subscription Term commences on the Effective Date and, unless otherwise specified in an Invoice, will automatically renew on a monthly basis until either Party terminates in accordance with this Agreement. Either Party may terminate the Agreement and/or any subscription at any time, for any reason or no reason, by providing notice to the other Party before the end of the relevant Subscription Term. You will not get a refund for the current Monthly Subscription Term. You will NOT be charged for the following Monthly Subscription Term once we receive a written notice from you.
We have the right to end the Agreement immediately if you breach it.
- Termination for Cause. My Best Studio may terminate this Agreement and/or any subscription, effective immediately upon notice to you, if you or an Affiliate are in material breach of this Agreement.
This describes what will occur and the rights that apply when the Agreement is terminated.
- Rights on Termination or Expiration. Upon termination or expiration of this Agreement (a) you will have no rights to continue use of the SMS and will cease accessing and/or using the SMS; and (b) except as specified in the following paragraph, My Best Studio 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.
For a period of no greater than thirty (30) days following a notice of termination, My Best Studio will keep a backup of Your Data My Best Studio standard web services terms. Upon request by you within thirty (30) days following the termination date of this Agreement, and provided that you have paid My Best Studio all amounts owed under this Agreement, My Best Studio will make Your Data in its possession or control available to you through a data export service. After such thirty (30) day period, My Best Studio will have no obligation to retain or provide Your Data, except as required by applicable law. Then your data will be destroyed and deleted/removed from server
9. Warranties & Disclaimer.
You are responsible for keeping your account contacts and other account information up to date, and you must notify us if anything changes.
- Accuracy of Your Account Information. You agree to provide My Best Studio with complete and accurate account information, including your legal company name, street address, e-mail address, bank account, and such other information as may be requested. You agree that My Best Studio has no responsibility or liability whatsoever for any loss or damages caused, either directly or indirectly, by inaccurate Account Information.
We promise that the studio software will generate reports and perform functions as generally described on our Website.
Warranty of Functionality. My Best Studio warrants to you that during a Monthly Subscription Term: the subscribed Software Service will perform materially in accordance with the functionality described applicable to such Software Service. This warranty will only apply if the applicable subscribed Services have been utilized in accordance with this Agreement and applicable laws.
If we are sued by another party as a result of something you've done, you'll cover the costs.
You agree to indemnify, defend, and hold harmless My Best Studio and its affiliates 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 actual or alleged violation by you, an Affiliate or End User of the intellectual property, privacy or other rights of a third party; and (c) 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.
- My Best Studio expressly disclaims any and all liability and will not be responsible for any damages or loss caused alleged to be caused by user of Studio Management Software services of My Best Studio and/or transmission of cardholder data. My Best Studio is not responsible any loss of your income that may occur once you start using My Best Studio - Studio Management Software. My Best Studio only provides the Studio Management Software as a service for your Studio/Business use and in any means not responsible for the marketing and growth of your business. In no event will any My Best Studio and its parent company Apex Global Solutions have any liability for any indirect, incidental, consequential or punitive damages however caused or for any lost profits, loss of use, cost of data reconstruction, whether in contract or otherwise arising out of or in any way connected with the Studio Management Software or any of its services. If any disputes arise the parties agree to mediate the dispute prior to filling an action. California law applies particularly Los Angeles Superior Court jurisdiction. If that arises, then client will not seek any legal charges from My Best Studio and/or its parent company Apex Global Solutions Inc.
- This Agreement. This agreement goes in effect from the date you start using Studio Management Software. Whether you have electronically signed this or read this, it is your responsibility to obaid by the rules and terms of services as mentioned in this Agreement
- Notices. Any notices under this Agreement may be delivered to you within the Services or to the email address(es) we have on file for your account. Except as otherwise specified in the Agreement, any notices to My Best Studio under this Agreement must be delivered via first class registered U.S. mail, overnight courier, to My Best Studio, 115 E. Foothill Blvd, Studio 202 Glendora, CA 91741
We are not liable for things that are out of our control like natural disasters.
- 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, 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.
- 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 My Best Studio and Apex Global Solutions Inc.