Terms of Service

Betacard

Betacard Sdn Bhd. (“Betacard,” “our,” “we,” or “us”) is a technology company that provides a platform to create, edit, manage and exchange contact and business information, and other related services seamlessly with other users around the world.

Please read our Terms of Service so you understand the terms with your use of Betacard. You agree to our Terms of Service (“Terms”) by installing, accessing, or using our apps, services, features, software, or website (together, “Services”). If you do not agree to the Terms, please do not use or continue using the Services. The Terms may be updated by us from time to time without prior notice to you. You should periodically visit this page to review the current Terms so you are aware of any revision to which you are bound.

Conditions of Usage

You must register for our Services using accurate data, provide your current mobile phone number and e-mail address. If you change it, please update the information using our in-app feature accordingly. You agree to receive text messages, phone calls or e-mails (from us or our third-party providers) with codes to register for our Services or for further verification purposes.

You are responsible for maintaining the confidentiality of your login credentials and account information, and are fully responsible for any and all activities that occur under their password or account.

You may choose to provide us the contact details of your contacts in your mobile phone address book on a regular basis. You confirm you are authorized to provide us such numbers to allow us to provide our Services.

We believe Betacard helps users of all age exchange contact information in an efficient and productive manner. Thus, Betacard does not institute a minimum age for the use of our Services. However, if you are not old enough to have authority to agree to our Terms in your country, your parent or guardian must agree to our Terms on your behalf.

You must use our Services according to our Terms and posted policies. We may disable your account for violation of our Terms. We may choose to prevent you from creating another account without our permission.

You must access and use our Services only for legal, authorized, and acceptable purposes. You will not use (or assist others in using) our Services in ways that:

    1. impersonate someone, or authorize others to use your identity or user status, and you may not assign or otherwise transfer your user account to any other person or entity

    2. violate, misappropriate, or infringe the rights of Betacard, our users, or others, including privacy, publicity, intellectual property, or other proprietary rights;

    3. are illegal, obscene, defamatory, threatening, intimidating, harassing, nuisance, annoying, hateful, racially, or ethnically offensive, or instigate or encourage conduct that would be illegal, or otherwise inappropriate;

    4. involve publishing falsehoods, misrepresentations, or misleading statements;

    5. involve spamming or irritating other users

    6. involve any non-personal use of our Services unless otherwise authorized by us

    7. interrupt or harm the Services in any way

    8. is considered data mining of Betacard’s information or information related to the Services. A breach hereof constitutes a grave offence and may be treated as industrial espionage or sabotage, and Betacard reserves the right to take such action as may be appropriate or permitted under the law against you, and/or any person, whether natural or artificial, directing or instructing you, in the event you use the Service other than for the purpose for which it is intended to be used; and

You must not access, use, copy, adapt, modify, prepare derivative works based upon, distribute, license, sublicense, transfer, display, perform, or otherwise exploit our Services in impermissible or unauthorized manners, or in ways that burden, impair, or harm us, our Services, systems, our users, or others, including that you must not directly or through automated means: (a) reverse engineer, alter, modify, create derivative works from, decompile, or extract code from our Services; (b) send, store, or transmit viruses or other harmful computer code through or onto our Services; (c) gain or attempt to gain unauthorized access to our Services or systems; (d) interfere with or disrupt the integrity or performance of our Services; (e) create accounts for our Services through unauthorized or automated means; (f) collect the information of or about our users in any impermissible or unauthorized manner; or (g) sell, resell, rent, or charge for our Services.

We own all copyrights, trademarks, domains, logos, trade dress, trade secrets, patents, and other intellectual property rights associated with our Services. You may not use our copyrights, trademarks, domains, logos, trade dress, patents, and other intellectual property rights unless you have our express permission. You agree not to display, distribute, license, perform, publish, reproduce, duplicate, copy, create derivative works from, modify, sell, resell, exploit, transfer or transmit for any commercial purposes, any portion of the Services, use of the Services, or access to the Services.

You are solely responsible for the content and other materials you post on or through the Services or transmit to or share with other users or recipients (collectively, “User Content”). You will not post any User Content that you did not create or that you do not own all right, title and interest in and to, including, without limitation, all copyright and rights of publicity contained therein. In order to operate and provide our Services, you grant Betacard a worldwide, non-exclusive, royalty-free, sublicensable, and transferable worldwide license to use, reproduce, distribute, run, copy, translate, create derivative works of, display, and perform the information (including the content) that you upload, submit, store, send, or receive on or through our Services. The rights you grant in this license are for the purpose of operating and providing our Services, and related marketing activities.

We may terminate your Betacard account if you repeatedly infringe the intellectual property rights of others. If you come across any third-party copyright, trademark, or other intellectual property infringement, please contact us at hello@betacard.app.

Disclaimers

You use our services at your own risk and subject to the following disclaimers. We are providing our services on an “as is” basis without any express or implied warranties, including, but not limited to, warranties of merchantability, fitness for a particular purpose, title, non-infringement, and freedom from computer virus or other harmful code. We do not warrant that any information provided by us is accurate, complete, or useful, that our services will be operational, error free, secure, or safe, or that our services will function without disruptions, delays, or imperfections. We do not control, and are not responsible for, controlling how or when our users use our services or the features, services, and interfaces our services provide. We are not responsible for and are not obligated to control the actions or information (including content) of our users or other third parties. You release us, our subsidiaries, affiliates, and our and their directors, officers, employees, partners, and agents from any claim, complaint, cause of action, controversy, or dispute and damages, known and unknown, relating to, arising out of, or in any way connected with any such claim you have against any third parties.

Betacard and its affiliates will not be liable to you for any lost profits or consequential, special, punitive, indirect, or incidental damages relating to, arising out of, or in any way in connection with our terms, us, or our services, even if Betacard and its affiliates have been advised of the possibility of such damages. Betacard does not warrant and represent that it assesses or monitors the suitability, legality or ability of any users or affiliates including merchants, advertisers and/or sponsors and you expressly waive and release Betacard from any and all liability, claims or damages arising from or in any way related to the third party providers and affiliates.

Our aggregate liability relating to, arising out of, or in any way in connection with our terms, us, or our services will not exceed the greater of one hundred dollars ($100). The foregoing disclaimer of certain damages and limitation of liability will apply to the maximum extent permitted by applicable law in all jurisdiction that we operate in.

Our Services may be interrupted, including for maintenance, repairs, upgrades, or network or equipment failures. Our Services may be subject to limitations, delays, and other problems inherent in the use of the internet and electronic communications including the device used by you being faulty, not connected, out of range, switched off or not functioning. Betacard is not responsible for any delays, delivery failures, damages or losses resulting from such problems. We may modify or discontinue some or all of our Services, including certain features and the support for certain devices and platforms, at any time. You agree that we shall not be liable to you or to any third party for any modification, suspension or discontinuance of the Services.

We may modify, suspend, or terminate your access to or use of our Services anytime for any reason, such as if you violate the letter or spirit of our Terms or create harm, risk, or possible legal exposure for us, our users, or others.

Privacy

Our Privacy Policy describes our information practices, including the types of information we receive and collect from you and how we use and share this information. You agree to our data practices, including the collection, use, processing, and sharing of your information as described in our Privacy Policy, as well as the transfer and processing of your information to the United States, European Union and other countries globally where we have or use facilities, service providers, or partners, regardless of where you use our Services. You acknowledge that the laws, regulations, and standards of the country in which your information is stored or processed may be different from those of your own country.

General

Our Terms are written in English. Any translated version is provided solely for your convenience. To the extent any translated version of our Terms conflicts with the English version, the English version controls.

Our Terms as modified from time to time may not be assigned by you without the prior written approval of Betacard but may be assigned without your consent by Betacard. Any purported assignment by you in violation of this section shall be void.

If we fail to enforce any of our Terms, it will not be considered a waiver.

This Terms shall be governed by Malaysian law, without regard to the choice or conflicts of law provisions of any jurisdiction, and any disputes, actions, claims or causes of action arising out of or in connection with this Terms of Services or the Service shall be referred to the Asian International Arbitration Centre (“AIAC”), in accordance with the Rules of the AIAC as modified or amended from time to time (the “Rules”) by a sole arbitrator appointed by the mutual agreement of you and Betacard (the “Arbitrator”). If you and Betacard are unable to agree on an arbitrator, the Arbitrator shall be appointed by the President of AIAC in accordance with the Rules. The seat and venue of the arbitration shall be Kuala Lumpur, in the English language and the fees of the Arbitrator shall be borne equally by you and Betacard, provided that the Arbitrator may require that such fees be borne in such other manner as the Arbitrator determines is required in order for this arbitration clause to be enforceable under applicable law.

Terms of Service

Betacard Business

This section of the agreement only applies to Betacard Business customers. 

This Betacard Business Agreement (the “Business Agreement“) is between Betacard Sdn. Bhd. and the organization agreeing to these terms for the Betacard Business module (“Customer“). This Agreement governs access to and use of the Services. By clicking “I agree,” signing your contract for the Services, or using the Services, you agree to this Agreement as a Customer.

(To the extent that Betacard Sdn. Bhd. is, on behalf of the Customer, Processing Customer Data that is subject to EU Data Protection Laws, by clicking “I agree”, you are also agreeing to the Data Processing Agreement and EU Standard Contractual Clauses, defined below, with Betacard Sdn. Bhd. for the transfer of Personal Data to processors.)

If you are agreeing to this Agreement and, if applicable, the Data Processing Agreement, for use of the Services by an organization, you are agreeing on behalf of that organization. You must have the authority to bind that organization to these terms, otherwise you must not sign up for the Services.

  1. Services
    1. Provision. The Agreement governs access to, and use of, the Services and Software of the Betacard platform. Customer and End Users may access and use the Services in accordance with the Agreement.
    2. Modifications. Betacard may update the Services from time to time and could increase or reduce its functionality as appropriate. For certain significant changes, Betacard may notify Administrators or End Users of the new features via email.

    3. Software.
      a. License. Betacard hereby grants to Customer during the Term a limited non-exclusive license to use the Software solely in connection with the Services and in accordance with the Agreement. This license is non-transferable and non-sublicensable.
    4. Customer Domains.Prior to providing the Services Betacard may require Customer to verify that Customer owns or controls the Customer Domains. If Customer does not own or control the Customer Domains, then Betacard will have no obligation to provide Customer with the Services.

2. Customer Obligations.

    1. Customer Administration of the Services. Customer may specify End Users as Administrators, including through multiple tiers of Administrators, through the Admin Console. Administrators may be able to: (a) access, disclose, restrict or remove Customer Data in or from End User Accounts; and (b) monitor, restrict, or terminate access to End User Accounts. The End User Accounts Administrators may manage as described in the preceding sentence may include End User Accounts of lower tier Administrators. Customer is responsible for maintaining the confidentiality of passwords and Admin Accounts, and managing access to Admin Accounts. Betacard’s responsibilities do not extend to the internal management or administration of the Services for Customer.
    2. Third Party Administration.The Customer acknowledges that, if the Customer purchases the Services through a reseller and designates any of the reseller’s personnel as Administrators of the Customer’s Services account, the reseller may be able to control account information, including Customer Data, and access the Customer’s Services account as described above.
    3. Unauthorized Use or Access. Customer will prevent unauthorized use of the Services by its End Users and terminate any unauthorized use of or access to the Services. End User Accounts may only be provisioned, registered, and used by a single End User. The Services are not intended for End Users under the age of 13. Customer will ensure that it does not allow any person under 13 to use the Services. Customer will promptly notify Betacard of any unauthorized use of or access to the Services.
    4. Restrictions. Customer will not: (a) sell, resell, or lease the Services or Software; (b) use the Services or Software for activities where use or failure of the Services or Software could lead to physical damage, death, or personal injury; (c) reverse engineer the Services or Software, or attempt or assist anyone else to do so, unless this restriction is prohibited by law; (d) use the Services or Software, including the export or re-export of Customer Data, in violation of Export Control Laws; (e) violate or circumvent any Service Limits of the Services or otherwise configure the Services to avoid Service Limits; or (f) establish a Betacard Business account as an individual for personal, family, or household purposes.
    5. Compliance.

      a. Generally. Customer and its End Users must use the Services in compliance with the Acceptable Use Policy. Customer will comply with laws and regulations applicable to Customer’s use of the Services. Customer must satisfy itself that: (i) the Services are appropriate for its purposes, taking into account the nature of the Customer Data; and (ii) the technical and organizational requirements applicable to Betacard under EU Data Protection Laws are satisfied by the Security Measures and the Agreement.

      b. End Users. Customer is responsible for use of the Services by its End Users. Customer will obtain and maintain from End Users any consents necessary to allow Administrators to engage in the activities described in the Agreement and to allow Betacard to deliver the Services.

      c. Customer Actions. Customer will not take any action that would cause Betacard to violate EU Data Protection Laws, the U.S. Foreign Corrupt Practices Act of 1977, as amended, the U.K. Bribery Act of 2010, or any other applicable anti-bribery, anti-corruption, or anti-money laundering law.

    6. Third-Party Apps and Integrations. If Customer uses any third-party service or applications, such as a service that uses a Betacard API, with the Services: (a) Betacard will not be responsible for any act or omission of the third-party, including the third-party’s access to or use of Customer Data; and (b) Betacard does not warrant or support any service provided by the third-party. Customer will comply with any API limits associated with the Services plan purchased by Customer.

3. Customer Data

    1. Customer Data Limitations. Betacard and its Subcontractors will only access, use, store, and transfer Customer Data to deliver the Services and to fulfill Betacard’s obligations in the Agreement. Any Betacard personnel who have access to Customer Data will be bound by appropriate confidentiality obligations.
    2. Security Measures. Betacard will use industry standard technical and organizational security measures to transfer, store, and Process Customer Data that, at a minimum, will comply with the Security Measures. Betacard may update the Security Measures from time to time. Betacard will provide Customer with at least sixty days prior notice if Betacard updates the Security Measures in a manner that materially diminishes the administrative, technical, or physical security features of the Services taken as a whole. Within five business days of receipt of this notice, Customer may elect to terminate the Agreement by providing written notice to Betacard.
    3. Third-Party Requests.

      a. Customer Responsibility. Customer is responsible for responding to Third-Party Requests via its own access to information. Customer will seek to obtain information required to respond to Third-Party Requests and will contact Betacard only if it cannot comply with the Third-Party Request despite diligent efforts.

      b. Betacard Responsibility. If Betacard receives a Third-Party Request, Betacard will make commercially reasonable efforts, to the extent allowed by law and by the terms of the Third-Party Request, to: (i) promptly notify Customer of Betacard’s receipt of a Third-Party Request; (ii) comply with Customer’s commercially reasonable requests regarding its efforts to oppose a Third-Party Request; and (iii) provide Customer with information or tools required for Customer to respond to the Third-Party Request, if Customer is otherwise unable to respond to the Third-Party Request. If Betacard is prohibited from notifying Customer of a Third-Party Request or Customer fails to promptly respond to any Third-Party Request, then Betacard may, but will not be obligated to do so, to the extent permitted by applicable law.

    4. Customer Data Sharing. The Services may enable End Users to share Customer Data, including to other Customer End Users and to third parties. Recipients of shared Customer Data may access, view, download, and share this Customer Data, including in and through their own Services accounts. Customer understands: (a) it is solely Customer’s, and its End Users’, choice to share Customer Data; (b) Betacard cannot control third parties with whom Customer has shared Customer Data; and (c) Customer and its End Users are solely responsible for their use of the Services, including any sharing of Customer Data through the Services.

4.  Data Transfers.

    1. Data Transfer. Customer agrees that Betacard and its Subcontractors may transfer Customer Data to and access, use, and store Customer Data in locations other than Customer’s country.
    2. Data Processing Agreement. To the extent Customer Data is subject to EU Data Protection Laws and is processed by Betacard on Customer’s behalf, Customer and Betacard agree to the Data Processing Agreement.


5.  Payment.

    1. Fees. Customer will pay Betacard or Customer’s reseller all applicable Fees for the Services, in the currency and pursuant to the payment terms indicated, or in the applicable agreement between Customer and Customer’s reseller. Customer authorizes Betacard, or Customer’s reseller, to charge Customer for all applicable Fees using Customer’s selected payment method, and Customer will issue the required purchasing documentation. Fees are non-refundable except as required by law or as otherwise specifically permitted in the Agreement.

    2. Payment. Customer will pay Betacard invoices on the payment interval set forth. Betacard may suspend or terminate the Services if Fees are past due. Customer will provide complete and accurate billing and contact information to Betacard or to Customer’s reseller.
    3. Taxes. Fees are exclusive of taxes and Customer is responsible for all Taxes. Betacard, or Customer’s reseller, will charge Taxes when required to do so.
    4. Withholding Taxes. Customer will pay Betacard or its reseller net of any applicable Withholding Taxes. Customer and Betacard, or Customer’s reseller if applicable, will work together to avoid any Withholding Tax if exemptions, or a reduced treaty withholding rate, are available. If Betacard or Customer’s reseller qualifies for a tax exemption, or a reduced treaty withholding rate, Betacard or Customer’s reseller will provide Customer with reasonable documentary proof. Customer will provide Betacard or Customer’s reseller reasonable evidence that it has paid the relevant authority for the sum withheld or deducted.
    5. Auto-renewals and Trials. If the customer’s account is set to auto-renewal or is in a trial period and the customer has already provided a method of payment to Betacard for the services, Betacard (or the customer’s reseller) may charge automatically at the end of the trial or for the renewal, unless the customer notifies Betacard (or the customer’s reseller, as applicable) that the customer wants to cancel or disable auto-renewal. Betacard may revise services rates by providing the customer at least two weeks’ notice prior to the next charge.
    6. Purchase Orders. If Customer requires the use of a purchase order or purchase order number, Customer: (i) must provide the purchase order number at the time of purchase; and (ii) agrees that any terms and conditions on a Customer purchase order will not apply to this Agreement and are null and void. If the Customer is purchasing via a reseller, any terms and conditions from the Customer’s reseller or in a purchase order between the Customer and its reseller that conflict with the Agreement are null and void.

6. Suspension.

    1. Of End User Accounts by Betacard. If an End User: (a) violates the Agreement; or (b) uses the Services in a manner that Betacard reasonably believes will cause it liability, then Betacard may request that Customer suspend or terminate the applicable End User account. If Customer fails to promptly suspend or terminate the End User account, then Betacard may do so.
    2. Security Emergencies. Notwithstanding anything in the Agreement, if there is a Security Emergency, Betacard may automatically suspend use of the Services. Betacard will make commercially reasonable efforts to narrowly tailor the suspension as needed to prevent or terminate the Security Emergency.

7.  Intellectual Property Rights.

    1. Reservation of Rights. Except as expressly set forth herein, the Agreement does not grant: (a) Betacard any Intellectual Property Rights in Customer Data; or (b) Customer any Intellectual Property Rights in the Services or Betacard trademarks and brand features.
    2. Limited Permission. Customer grants Betacard only the limited rights that are reasonably necessary for Betacard to deliver the Services. This limited permission also extends to Subcontractors or Sub-processors.
    3. Suggestions. Betacard may use, modify, and incorporate into its products and services, license and sublicense, any feedback, comments, or suggestions on the Services that Customer or End Users may send Betacard or post in Betacard’s forums without any obligation to Customer.

8. Term.

    1. Agreement Term. The Agreement will remain in effect for the Term.
    2. Services Term. Betacard will deliver the Services to Customer for the Services Term. Unless the parties agree otherwise in writing, End User Accounts purchased during any Services Term will end on the last day of the pre-existing Services Term.
    3. Automatic Renewals. Unless otherwise specified on the Order Form, following the Initial Services Term or a Renewal Term, the subscription to the Services will automatically renew for a Renewal Term, unless either Party gives the other written notice of termination at least thirty days prior to the expiration of the then-current Services term. If Customer has provided a payment method to Betacard for recurring charges as provided in Section 5.5, Customer may elect to terminate the Agreement via the Admin Console prior to the day a Renewal Term begins.

9.  Termination.

    1. Generally. Either Party may terminate the Agreement: (i) the other Party is in material breach of the Agreement and fails to cure that breach within thirty days after receipt of written notice; or (ii) the other Party ceases its business operations or becomes subject to insolvency proceedings and the proceedings are not dismissed within ninety days. Betacard may terminate this Agreement and suspend Customer’s access to the Services if required to do so by law or for an egregious violation by Customer of the Acceptable Use Policy.
    2. Effects of Termination. If the Agreement terminates: (a) except as set forth in this Section, the rights and licenses granted by Betacard to Customer will cease immediately; (b) Customer may, prior to termination, request reasonable additional time to export its Stored Data, provided that Betacard may charge Customer for this extended access based on Betacard’s then-current standard fees; and (c) Betacard will delete any End User Accounts and Stored Data in Customer’s account in a commercially reasonable period of time following receipt of an Administrator’s request to do so prior to termination of the Services. Betacard may make instructions available to Customer regarding how to submit the Administrator request described in clause (c) of the previous sentence and Customer is responsible for following these instructions to initiate a deletion.
    3. Survival. The following sections will survive expiration or termination of the Agreement: 3.3 (Third Party Requests), 5 (Payment), 7 (Intellectual Property Rights), 9.2 (Effects of Termination), 9.3 (Survival), 10 (Indemnification), 11 (Disclaimers), 12 (Limitation of Liability), 13 (Disputes), and 14 (Miscellaneous). Notwithstanding the foregoing, Section 3.3 (Third-Party Requests) shall not survive termination if Betacard has exercised a right to terminate the Agreement.

10.  Indemnification.

    1. By Customer. Customer will indemnify, defend, and hold harmless Betacard from and against all liabilities, damages, and costs (including settlement costs and reasonable attorneys’ fees) arising out of any Claim against Betacard and its Affiliates regarding: (a) Customer Data; (b) Customer Domains; or (c) Customer’s, or Customer’s End Users’, use of the Services in violation of the Agreement.
    2. By Betacard. Betacard will indemnify, defend, and hold harmless Customer from and against all liabilities, damages, and costs (including settlement costs and reasonable attorneys’ fees) arising out of any Claim against Customer to the extent based on an allegation that Betacard’s technology used to deliver the Services to the Customer infringes or misappropriates any copyright, trade secret, U.S. patent, or trademark right of the third party. In no event will Betacard have any obligations or liability under this section arising from: (a) use of any Services in a modified form or in combination with materials not furnished by Betacard; and (b) any content, information, or data provided by Customer, End Users, or other third parties.
    3. General. The Party seeking indemnification will promptly notify the other Party of the claim and cooperate with the other Party in defending the claim. The indemnifying Party will have full control and authority over the defense, except that: (a) any settlement requiring the Party seeking indemnification to admit liability requires prior written consent, not to be unreasonably withheld or delayed; and (b) the other Party may join in the defense with its own counsel at its own expense. The indemnities above are betacard and customer’s only remedy under the agreement for violation by the other party of a third party’s intellectual property rights.

11.  Disclaimers.

    1. Generally. The services and software are provided “as is.” to the fullest extent permitted by law, except as expressly stated in the agreement, neither customer nor Betacard and its affiliates, suppliers, and distributors make any warranty of any kind, whether express, implied, statutory or otherwise, including warranties of merchantability, fitness for a particular use, or non-infringement. Customer is responsible for using the services or software in accordance with the terms set forth herein and backing up any stored data on the services.

12.  Limitation of Liability.

    1. Limitation on Indirect Liability. To the fullest extent permitted by law, except for Betacard or customer’s indemnification obligations, neither customer nor Betacard and its affiliates, suppliers, and distributors will be liable under the agreement for (i) indirect, special, incidental, consequential, exemplary, or punitive damages, or (ii) loss of use, data, business, revenues, or profits (in each case whether direct or indirect), even if the party knew or should have known that such damages were possible and even if a remedy fails of its essential purpose.
    2. Limitation on Amount of Liability. To the fullest extent permitted by law, Betacard’s aggregate liability under the agreement will not exceed the lesser of $100 or the amount paid by customer to Betacard hereunder during the twelve months prior to the event giving rise to liability.

13.  Disputes.

    1. Informal Resolution. Before filing a claim, each Party agrees to try to resolve the dispute by contacting the other Party through the notice procedures in Section 14.6. If a dispute is not resolved within thirty days of notice, Customer or Betacard may bring a formal proceeding.
    2. Governing Law and Arbitration. This Terms shall be governed by Malaysian law, without regard to the choice or conflicts of law provisions of any jurisdiction, and any disputes, actions, claims or causes of action arising out of or in connection with this Terms of Services or the Service shall be referred to the Asian International Arbitration Centre (“AIAC”), in accordance with the Rules of the AIAC as modified or amended from time to time (the “Rules”) by a sole arbitrator appointed by the mutual agreement of you and Betacard (the “Arbitrator”). If you and Betacard are unable to agree on an arbitrator, the Arbitrator shall be appointed by the President of AIAC in accordance with the Rules. The seat and venue of the arbitration shall be Kuala Lumpur, in the English language and the fees of the Arbitrator shall be borne equally by you and Betacard, provided that the Arbitrator may require that such fees be borne in such other manner as the Arbitrator determines is required in order for this arbitration clause to be enforceable under applicable law.
    3. No Class Actions. Customer may only resolve disputes with Betacard on an individual basis and will not bring a claim in a class, consolidated or representative action. Class arbitrations, class actions, private attorney general actions and consolidation with other arbitrations are not allowed.

14.  Miscellaneous.

    1. Terms Modification. Betacard may revise this Agreement from time to time and the most current version will always be posted on the Betacard Business website. If a revision, in Betacard’s sole discretion, is material, Betacard will notify Customer (by, for example, sending an email to the email address associated with the applicable account). Other revisions may be posted to Betacard’s blog or terms page, and Customer is responsible for checking these postings regularly. By continuing to access or use the Services after revisions become effective, Customer agrees to be bound by the revised Agreement. If Customer does not agree to the revised Agreement terms, Customer may terminate the Services within thirty days of receiving notice of the change.
    2. Entire Agreement. The Agreement supersedes any prior agreements or understandings between the Parties, and constitutes the entire agreement between the Parties related to this subject matter. All attachments to this Business Agreement, the Terms of Services and Privacy Policy, are hereby incorporated into the Agreement by this reference.
    3. Severability. Unenforceable provisions will be modified to reflect the parties’ intention and only to the extent necessary to make them enforceable, and the remaining provisions of the Agreement will remain in full effect.
    4. Notice. Notices to Customer may also be sent to the applicable account email address and are deemed given when sent.
    5. Waiver. A waiver of any default is not a waiver of any subsequent default.
    6. Assignment. Customer may not assign or transfer the Agreement or any rights or obligations under the Agreement without the written consent of Betacard, except that Customer may assign the Agreement to the surviving entity in connection with a merger, acquisition, or sale of all or substantially all of its assets by providing written notice to Betacard. Betacard may not assign the Agreement without providing notice to Customer, except Betacard may assign the Agreement or any rights or obligations under the Agreement to an Affiliate or in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets without providing notice. Any other attempt to transfer or assign is void.
    7. No Agency. Betacard and Customer are not legal partners or agents, but are independent contractors.
    8. Force Majeure. Except for payment obligations, neither Betacard nor Customer will be liable for inadequate performance to the extent caused by a condition that was beyond the Party’s reasonable control (for example, natural disaster, act of war or terrorism, riot, labor condition, governmental action, and Internet disturbance).
    9. No Third-Party Beneficiaries. There are no third-party beneficiaries to the Agreement. Without limiting this section, a Customer’s End Users are not third-party beneficiaries to Customer’s rights under the Agreement.

15.  Definitions.

    1. Account Datameans the account and contact information submitted to the Services by Customer or End Users.
    2. Administratormeans a Customer-designated technical End User who administers the Services to End Users on Customer’s behalf, through multiple tiers.
    3. Admin Accountmeans an administrative account provided to Customer by Betacard for the purpose of administering the Services.
    4. Admin Consolemeans the online tool provided by Betacard to Customer for use in administering the Services.
    5. Affiliatemeans any entity that controls, is controlled by or is under common control with a Party, where “control” means the ability to direct the management and policies of an entity.
    6. Agreementmeans, collectively, this Business Agreement, each applicable Order Form, the Data Processing Agreement and, if applicable, any Services Addenda entered into by the Parties.
    7. Claimmeans a claim by a third party, including a regulatory penalty.
    8. Customer Datameans Stored Data, Account Data, and messages, comments, structured data, images, and other content submitted to the Services by Customer or End Users.
    9. Customer Domainsmeans Customer’s Internet domain names and Customer’s organization registered trademarks and brand assets.
    10. EEAmeans European Economic Area.
    11. Effective Datemeans the date this Business Agreement is last signed by a Party.
    12. End Usersmeans users of Customer’s Services account. End Users may include Customer’s and its Affiliate’s employees and consultants.
    13. End User Accountmeans a Betacard hosted account established by Customer through the Services for an End User.
    14. EU Data Protection Lawsmeans, to the extent in force and applicable from time to time, those laws implementing the EU General Data Protection Regulation (2016/679) and any implementing laws in each EU member state.
    15. Feesmeans the amounts invoiced to Customer by Betacard for the Services.
    16. Initial Services Termmeans the term for the applicable Services beginning on the Provisioning Date and continuing for the duration set forth on the Order Form.
    17. Intellectual Property Rights” means current and future worldwide rights under patent, copyright, trade secret, trademark, moral rights, and other similar rights.
    18. Order Formmeans the ordering document, or payment page, for the Services.
    19. Personal Data, “Process,” and “Processinghave the meaning given to those terms in the EU Data Protection Laws.
    20. Provisioning Dateis the date upon which Betacard makes the Services available to Customer.
    21. Renewal Termmeans, unless otherwise agreed to in writing by the Parties, the twelve-month renewal term following either the Initial Services Term, or a previous Renewal Term. Renewal Terms are set forth on the Order Form.
    22. Security Emergencymeans: (i) use of the Services that do or could disrupt the Services, other customers’ use of the Services, or the infrastructure used to deliver the Services; or (ii) unauthorized third-party access to the Services.
    23. Servicesmeans the services ordered by Customer on the Order Form. Any other Services will be referenced in the applicable Order Form.
    24. Services Addendummeans a document attached to an Order Form that lists particular Services and includes terms and conditions specific to those Services.
    25. Services Termmeans the Initial Services Term and all Renewal Terms for the applicable Services.
    26. Service Limits” means rate, storage, End User or other limits on Customers use of the Services as described in the applicable Order Form.
    27. Softwaremeans the client software provided as part of the Services, either directly by Betacard or through third party distribution channels such as app stores.
    28. Stored Datameans the files uploaded to the Services using the Software by Customer or End Users.
    29. Subcontractormeans an entity to whom Betacard subcontracts any of its obligations under the Agreement.
    30. Sub-processormeans an entity who agrees to Process Customer Data on Betacard’s behalf, or on behalf of another Betacard sub-processor, in order to deliver the Services.
    31. Taxesmeans any sales, use, value added, goods and services, consumption, excise, local stamp, or other tax,  duty or other charge of any kind or nature excluding tax that is based on Betacard’s net income, associated with the Services or Software, including any related penalties or interest.
    32. Termmeans the term of the Agreement, which will begin on the Effective Date and continue until the earlier of: (i) the end of all applicable Services Terms; or (ii) the Agreement is terminated as set forth herein.
    33. Third-Party Requestmeans a request from a third-party for records relating to an End User’s use of the Services including information in or from an End User Account, or from Customer’s Services account. Third-Party Requests may include valid search warrants, court orders, or subpoenas, or any other request for which there is written consent from End Users, or an End User’s authorized representative, permitting a disclosure.
    34. Withholding Taxesmean any income taxes that are imposed on Betacard or Customer’s reseller in which Customer is required by law to withhold or deduct on the payment to Betacard or Customer’s reseller.