Terms of Service

2.1 Use of the Service

Betterforce hereby grants you a non-exclusive, non-transferable license during the Term to use the Services solely for your internal business purposes in accordance with the Documentation. The Services are delivered electronically as a web-based SaaS product.

2.2 User Accounts

To access most features of the Service, you must register for an account. You agree to provide accurate, current, and complete information during the registration process. You are responsible for safeguarding your password and for all activities that occur under your account. User accounts cannot be shared, and accounts registered by "bots" or other automated methods are not permitted. You must notify us immediately of any unauthorized use of your account.

2.3 User Responsibilities and Restrictions

You are responsible for all activity in connection with the Service. You agree not to use the Service for any purpose that is illegal or prohibited by these Terms. Prohibited activities include, but are not limited to:

• Reverse engineering, decompiling, or otherwise attempting to discover the source code of the Service.
• Using the Service to transmit spam or other unsolicited communications.
• Uploading or transmitting viruses, worms, or any other malicious code.
• Attempting to gain unauthorized access to the Service or its related systems.
• Using the Service to build a similar or competitive product.
• Storing or collecting sensitive personally identifiable information (e.g., Social Security numbers, passwords, credit card information).
• Submitting or displaying any Content that is defamatory, obscene, harassing, or violates the rights of any third party.

4.1 Our Intellectual Property

The Service and its original content (excluding User Content), features, and functionality are and will remain the exclusive property of Betterforce Inc. and its licensors. The Service is protected by copyright, trademark, and other laws. This includes all text, graphics, user and visual interfaces, photographs, logos, sounds, music, artwork, applications, computer code, and associated documentation, including the design, structure, arrangement, and “look and feel” of such content. Our trademarks may not be used in connection with any product or service without our prior written consent.

4.2 Your Content

You retain ownership of all data, information, and content you upload or create within the Service ("User Content"). By providing User Content, you grant Betterforce a worldwide, non-exclusive, royalty-free license to use, host, store, reproduce, modify, and display such content solely for the purpose of operating, providing, and improving the Service for you. You are solely responsible for your User Content and the consequences of posting or publishing it. We have no obligation to store, maintain, or provide you with a copy of your User Content.

4.3 Feedback

You may choose to, or we may invite you to, submit feedback, comments, or ideas about the Service ("Feedback"). By submitting Feedback, you agree that your disclosure is gratuitous, unsolicited, and without restriction and will not place Betterforce under any fiduciary or other obligation. We are free to use the Feedback without any additional compensation to you and to disclose the Feedback on a non-confidential basis or otherwise to anyone.

4.4 Publicity

During the Term and at any point thereafter, Betterforce may publicly refer to you orally and in writing, including on our website and in sales presentations, as a customer of Betterforce and may use your logo for such purposes.

6.1 Applicable Laws

You may have additional obligations under local law other than those described in this Agreement. Use of the Services does not ensure compliance with such laws, nor is Betterforce responsible for your compliance with such laws.

6.2 Security

You will use all reasonable efforts to protect information collected from End Users, including any personal data, from unauthorized access or use. In the event you discover that End User information has been breached or compromised, you shall notify Betterforce of such a breach within 72 hours, including the root cause and remediation steps.

6.3 Security Notification

You are responsible for providing notification to your End Users, third parties, or authorities under any applicable breach notification statutes and any other applicable data protection laws. You acknowledge that you are solely responsible for any personal injury or property damage arising from or relating to your use of any Services.

6.4 Privacy

You acknowledge and agree that you are solely responsible for providing any required notices and obtaining all required consents from End Users in connection with any use of the Services. Your notice and consent must be compliant with all applicable data protection and security laws and regulations. Before collecting or using any End User information, you must provide adequate notice of what information you collect and how it will be used and/or shared.

6.5 Notice

You will provide and adhere to a privacy policy for your use of the Services that: (i) complies with all applicable laws, rules, and regulations, (ii) is conspicuously displayed to all End Users, and (iii) clearly and accurately describes to End Users what information you collect and how you use and share such information with Betterforce and other third parties.

6.6 Privacy Rights

You will respond to any End Users wishing to exercise their privacy rights under applicable law. You are directly responsible (or, the “data controller”) for the information processed by your use of the Services. Betterforce is not a data controller of such information and is not responsible for responding to End Users on your behalf. To the extent Betterforce receives a request from an End User or authority about your use of the Services, Betterforce will notify you as permitted by law.

8.1 Confidential Information

Subject to the limitations set forth in Section 8.2, all information disclosed by one party to the other party during the term of this Agreement that is identified in writing at the time of disclosure as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of the disclosure, whether in oral, written, graphic, electronic, or other form, shall be deemed to be “Confidential Information”. The existence and terms of this Agreement are Confidential Information of both parties.

8.2 Exceptions

Information will not be considered Confidential Information if the receiving party can establish by documentary evidence that the information is or was: (a) publicly available or in the public domain at the time of disclosure through no fault of the receiving Party; (b) rightfully communicated to the receiving Party by persons not bound by confidentiality obligations with respect thereto; (c) already in the receiving Party’s possession free of any confidentiality obligations with respect thereto at the time of disclosure; (d) independently developed by the receiving Party without any use of or by persons who have access to the disclosing Party’s Confidential Information; or (e) is approved in writing for release or disclosure by the disclosing Party without restriction.

8.3 Nondisclosure

During the Term of this Agreement, either Party may disclose Confidential Information to the other Party. Each Party agrees that all items of Confidential Information are proprietary to the disclosing Party or such third party, as applicable, and will remain the sole property of the disclosing Party or such third party. Each Party further agrees: (a) to use Confidential Information disclosed by the disclosing Party only for the purposes described herein; and (b) that the receiving Party will not reproduce Confidential Information disclosed by the disclosing Party, except as necessary to carry out the receiving Party's obligations and exercise its rights under this Agreement, and will hold in confidence and protect such disclosing Party's Confidential Information from dissemination to, and use by, any third party.

8.4 Legally Required Disclosure

Notwithstanding the foregoing, each Party may disclose Confidential Information to the limited extent required in order to comply with the order of a court or other governmental body, or as otherwise necessary to comply with applicable law or legal requirement, provided that the receiving Party shall first have given notice to the disclosing Party (to the extent permitted) and shall have provided assistance to the disclosing Party as may be reasonably requested to limit such disclosure.

9.1 Payment Terms

You will pay to Betterforce, without offset or deduction, all fees due under this Agreement. All payments will be in U.S. dollars. Unless otherwise specified, all fees shall be due upon receipt of invoice and are non-cancelable and non-refundable. All amounts will exclude all applicable sales, use, and other taxes.

9.2 Pricing

The Services may be offered under different pricing plans, the limits and features of which will be available on the Betterforce pricing page. We may offer free or paid subscription plans. For an Enterprise license, you may contact Betterforce separately.

9.3 Authorization of Recurring Payments

Some pricing plans may involve recurring fees. By choosing a recurring payment plan, you acknowledge that such Services have a recurring payment feature and you accept responsibility for all recurring payment obligations prior to cancellation of your subscription. We may submit periodic charges (e.g., monthly or annually) without further authorization from you, until you provide prior notice that you have terminated this authorization or wish to change your payment method.

9.4 Fair Use

Your subscription offering will be specified on the applicable Order Form or our pricing page. Betterforce will use commercially reasonable efforts to provide you with sufficient bandwidth and usage that we determine are typical of projects at your plan level. We reserve the right to notify you if your usage is unreasonable and may, in our sole discretion, take action to mitigate any unreasonable burden on our infrastructure and business operations.

10.1 Authority

Each of Betterforce and Customer represents and warrants that: (a) it has the full right, power and authority to enter into and fully perform this Agreement; (b) the person signing this Agreement on its behalf is a duly authorized representative of such party who has in fact been authorized to execute this Agreement; (c) its entry herein does not violate any other agreement by which it is bound, and (d) it is a legal entity in good standing in the jurisdiction of its formation.

10.2 Rights to Content

You warrant that you have and will continue to have during the Term all necessary licenses, rights, consents, and permissions which are required to enable Betterforce to use the User Content as required to provide the Services.

10.3 Disclaimer

To the maximum extent permitted by applicable law, the Services, Modules, content and related services are provided “as is,” and Betterforce disclaims any and all other representations and warranties, whether express or implied, including, but not limited to, any implied warranties of merchantability, fitness for production or any other purposes, non-infringement, system integration and/or data accuracy. Betterforce does not warrant that the Services or any other services provided by Betterforce will meet your requirements or operate uninterrupted or error-free. The Services may be subject to limitations, delays, and other problems inherent in the use of the internet and electronic communications. Betterforce is not responsible for any delays, delivery failures, or other damage resulting from such problems. Betterforce shall have no responsibility for determining that your proposed use of the Services complies with applicable laws in your jurisdiction(s).

11.1 Liability Cap

Except for claims arising from your misappropriation of Betterforce’s intellectual property rights in the Services: (a) in no event will either party be liable to the other party for any incidental, indirect, special, consequential or punitive damages, regardless of the nature of the claim, including, without limitation, lost profits, costs of delay, any failure of delivery, business interruption, costs of lost or damaged data, or liabilities to third parties arising from any source, even if such party has been advised of the possibility of damages; and (b) the cumulative liability of Betterforce to you for all claims arising from this agreement, including, without limitation, any cause of action sounding in contract, tort, or strict liability, will not exceed the fees paid to Betterforce by you during the twelve month period prior to the event giving rise to any claim. The foregoing shall not limit your payment obligations. These limitations upon damages and claims are intended to apply without regard to whether other provisions of this agreement have been breached or have proven ineffective.

11.2 Basis of Bargain

You acknowledge and understand that the disclaimers, exclusions and limitations of liability in this Agreement form an essential basis of the Parties’ agreement and that absent such disclaimers, exclusions and limitations of liability, the terms and conditions of this Agreement would be substantially different.

12.1 By Betterforce

Betterforce will defend at its expense any suit brought against you by a third party, and will pay any settlement Betterforce makes or approves, or any damages finally awarded in such suit, insofar as such suit is based on a claim by any third party alleging that the Services (excluding User Content) misappropriates any trade secret recognized under the Uniform Trade Secrets Act or infringes any copyright or trademark issued as of the Effective Date. Notwithstanding the foregoing, Betterforce shall have no obligation under this section or otherwise with respect to any infringement claim based upon (a) any use of the Services not in accordance with this Agreement; (b) any use of the Services in combination with other products, equipment, software or data not supplied by Betterforce; (c) any modification of the Services by any person other than Betterforce or its authorized agents; or (d) User Content. If, due to a claim of infringement, the Services are held by a court of competent jurisdiction to be or is believed by Betterforce to be infringing, Betterforce may, at its option and expense: (x) replace or modify the Services to be non-infringing provided that such modification or replacement contains substantially similar features and functionality, (y) obtain for you a license to continue using the Services, or (z) if neither of the foregoing is commercially practicable, terminate this Agreement and provide you a refund of any prepaid, unused fees for the Services. This section states Betterforce’s entire obligation and liability with respect to any claim of infringement.

12.2 By Customer

You will defend, indemnify, and hold Betterforce harmless from and against any losses, liabilities, costs (including reasonable attorneys’ fees) or damages to the extent resulting from your breach or alleged breach of your obligations, representations and warranties under this Agreement, or third party claims that User Content created by or on your behalf infringe the intellectual property rights of any third party.

12.3 Process

The foregoing indemnification obligations are subject to the following: (a) the indemnified Party will promptly notify the indemnifying Party of any claim for which indemnification is sought; (b) the indemnifying Party will have control of the defense or settlement; and (c) the indemnified Party will reasonably cooperate with the defense, at the indemnifying Party's expense.

13.1 Term

Unless otherwise specified in an Order Form, the Term of this Agreement will commence on the Effective Date and will automatically renew for successive terms equal in duration to the initial term unless you cancel your plan in advance of the renewal date.

13.2 Termination

Either Party may, at its option, terminate this Agreement in the event the other Party: (a) materially breaches this Agreement and fails to cure such breach (or provide an acceptable plan for curing such breach) within 30 days after receipt by the breaching Party of written notice specifying the breach; (b) ceases operation without a successor; or (c) seeks protection under any bankruptcy, receivership, trust deed, creditors arrangement, composition or comparable proceeding, or if any such proceeding is instituted against such party (and not dismissed within 60 days). Self-Service subscriptions have the right to terminate their account at any time in the Betterforce Dashboard. Such termination will be effective at the start of the next billing or renewal period. Termination is not an exclusive remedy and the exercise by either party of any remedy under this Agreement will be without prejudice to any other remedies it may have under this Agreement, by law, or otherwise.

13.3 Suspension

If you fail to pay any undisputed amounts hereunder or, as necessary to protect the security of the Services, Betterforce will have the right, in addition to any of its other rights or remedies, to immediately suspend access to the Services to you and/or any of your User(s), without liability, until such amounts are paid in full or such threat no longer exists, as applicable.

13.4 Effects of Termination

Upon termination or expiration of this Agreement, you will immediately discontinue use of the Services. Sections 4 (Intellectual Property), 8 (Confidentiality), 9 (Fees and Payment), 11 (Limitation of Liability), 12 (Indemnification), 13 (Term and Termination), and 14 (Miscellaneous) will survive such termination. Within ten business days following the termination date, you shall, at Betterforce’s option, return to Betterforce or destroy (and certify to Betterforce in writing as to such destruction) all copies of the Services and Documentation and any other materials embodying or reflecting the Services and any other Betterforce Confidential Information. On termination or expiration of this Agreement other than termination by you for Betterforce’s breach, you will immediately pay Betterforce, as liquidated damages, the remaining balance (if any) for the remainder of the subscription term.

14.1 Amendment

We reserve the right, at our sole discretion, to modify or replace these Terms at any time. We will provide at least 30 days' notice before any new terms taking effect. By continuing to access or use our Service after those revisions become effective, you agree to be bound by the revised terms.

14.2 Governing Law & Arbitration

This Agreement will be governed by and interpreted in accordance with South African law without regard to international law regulations or principles of law leading to the application of other laws. The United Nations Convention on Contracts for the International Sale of Goods does not apply to this Agreement. Any dispute or claim arising out of or in connection with this Agreement, or the breach, termination or invalidity thereof shall be settled by arbitration in accordance with the rules of the Arbitration Foundation of Southern Africa (AFSA). All arbitration shall be conducted in English. The award rendered thereon by the arbitrator shall be final and binding on the Parties thereto, and judgment thereon shall be confidential and may be entered in any court of competent jurisdiction. Nothing in this Section shall prevent either Party from applying to a court of competent jurisdiction for equitable or injunctive relief.

14.3 Force Majeure

Any delay in the performance of any duties or obligations of either Party (except the payment of money owed) will not be considered a breach of this Agreement if such delay is caused by any event beyond the control of such Party, provided that such Party uses reasonable efforts to notify the other Party of the cause of such delay and to resume performance as soon as possible.

14.4 Notices

All notices, requests, and other communications to the other Party hereunder must be in writing to legal@betterforce.co.

14.5 Assignment

This Agreement may not be assigned by either party without the other party’s prior written consent, whether by operation of law or otherwise, except that either party may assign this Agreement to its successor in the event of a merger, acquisition or sale of all or substantially all of the assets of such party. Any other purported assignment shall be void.