Terms of Service Agreement

Last Updated: January 27, 2025

Effective Date: January 27, 2025

1. DEFINITIONS

For purposes of this Agreement:

• "Affiliate" means any entity that directly or indirectly controls, is controlled by, or is under common control with a party.
• "Agreement" means these Terms of Service, together with any Service Orders, Statements of Work, or other agreements executed between the parties.
• "Confidential Information" means all non-public, proprietary, or confidential information disclosed by either party.
• "Customer Data" means all data, information, and materials provided by Customer in connection with the Services.
• "Digital Products" means downloadable guides, templates, software, and other digital materials provided by Company.
• "Intellectual Property Rights" means all intellectual property rights worldwide, including copyrights, trademarks, trade secrets, patents, and moral rights.
• "Professional Services" means consulting, implementation, management, and other professional services provided by Company.
• "Service Order" means a written agreement or purchase order specifying particular Services to be provided.
• "Services" means all products, services, and deliverables provided by Company under this Agreement.

2. COMPANY INFORMATION

BeyondConvert is operated by OutsmartPerformance OU, a limited liability company organized under Estonian law:

• Legal Entity: OutsmartPerformance OU
• Registration Number: 17128885
• Registered Address: Sepapaja tn 6, Tallinn 11415, Estonia, Harju maakond
• Principal Place of Business: Tallinn, Estonia
• Primary Contact Email: general@beyondperform.com
• Website: beyondconvert.com
• Customer Service Hours: Monday-Friday, 9:00 AM - 6:00 PM CET

3. SERVICES DESCRIPTION

3.1 Digital Products

Company offers various digital products including but not limited to:

• Affiliate Program Management Kit (€99) - comprehensive digital package with templates, processes, and implementation guides
• Specialized template packages and digital resources
• Educational content and training materials
• Software tools and automation scripts

Digital Product Licensing Terms:

IMPORTANT - READ CAREFULLY: All digital products are licensed, not sold, to you.

• License Grant: Upon full payment, you receive a non-exclusive, non-transferable, revocable license to use the digital products for your internal business purposes only.
• Restrictions: You may NOT: (a) resell, redistribute, or share the products with third parties; (b) create derivative works; (c) remove any proprietary notices; (d) use the products to compete with our services; (e) share login credentials or download links.
• Single Business Use: Each license is valid for use by a single business entity. Multi-location businesses require additional licenses.
• No Refunds: Due to the digital nature of these products, all sales are final and non-refundable once the download link has been accessed.
• Updates: We may provide updates at our discretion but are not obligated to do so.
• Termination: We reserve the right to terminate your license for violation of these terms.
• Intellectual Property: All products remain the intellectual property of BeyondConvert. The license grants usage rights only, not ownership.

Digital Products are delivered electronically and include lifetime access and updates unless otherwise specified. All Digital Products are subject to our intellectual property rights and licensing terms.

3.2 Complimentary Services

Company provides certain services at no charge, including:

• Initial program health checks and assessments
• A-Z implementation checklists
• Initial consultation calls
• Basic technical support for Digital Products

Complimentary services are provided "as-is" with no warranties or service level commitments.

3.3 Professional Services

Company provides professional consulting and implementation services including:

• Program Audits (starting at €1,500) - comprehensive analysis of existing affiliate programs with detailed recommendations
• Program Setup Services (starting at €2,000) - complete implementation of new affiliate programs from strategy through launch
• Ongoing Management Services (starting at €2,000/month) - comprehensive program management including recruitment, optimization, and strategic guidance
• Custom Technical Solutions (starting at €399) - specialized implementations, integrations, and custom development work
• Strategic Consulting - expert advisory services and business guidance

3.4 Service Limitations

Services are subject to the following limitations:

• Services are provided in accordance with industry standards and best practices, but specific results cannot be guaranteed
• Company maintains the right to refuse service to any Customer at its sole discretion
• Service capacity is intentionally limited to maintain quality standards
• Certain services may require Customer cooperation, access to systems, or third-party integrations
• Services are provided in English unless otherwise agreed

4. ACCEPTANCE AND MODIFICATION OF TERMS

4.1 Acceptance

You accept these Terms by: (a) clicking "I Accept" or similar buttons; (b) executing a Service Order or other agreement that references these Terms; (c) making payment for Services; (d) using the Services; or (e) continuing to use Services after being notified of changes to these Terms.

4.2 Capacity and Authority

You represent and warrant that: (a) you have the legal capacity to enter into this Agreement; (b) if entering on behalf of an entity, you have authority to bind that entity; (c) your acceptance and performance will not violate any other agreement or obligation; and (d) this Agreement constitutes your valid and legally binding obligation.

4.3 Modification of Terms

Company reserves the right to modify these Terms at any time by posting revised terms on our website. Material changes will be communicated to active Customers via email at least 30 days before taking effect. Continued use of Services after changes become effective constitutes acceptance of modified Terms. If you do not agree to modified Terms, you may terminate Services in accordance with the termination provisions herein.

5. PAYMENT TERMS AND CONDITIONS

5.1 Pricing and Fees

All fees are as set forth in the applicable Service Order or as posted on our website. Pricing is subject to change upon 30 days' notice to existing Customers. New pricing will apply to subsequent renewals or new Service Orders.

5.2 Payment Obligations

• Digital Products: Payment in full required before delivery of access credentials
• One-Time Professional Services: Fifty percent (50%) due upon signing Service Order; remainder due upon completion or delivery
• Monthly Services: First month and any applicable setup fees due before service commencement; subsequent months billed in advance
• Custom Projects: Payment terms as specified in individual Service Orders

5.3 Payment Methods

We accept payment via bank transfer (EUR), major credit cards through Stripe, PayPal, and other payment processors. All payments must be made in Euros unless otherwise agreed in writing. Customer is responsible for all applicable transaction fees, currency conversion costs, and banking charges.

5.4 Late Payments and Default

Overdue amounts will accrue interest at 1.5% per month or the maximum rate allowed by law, whichever is less. Company may suspend Services for accounts more than 15 days overdue and terminate Services for accounts more than 30 days overdue. Customer remains liable for all amounts due plus collection costs, including reasonable attorneys' fees.

5.5 Taxes

All fees are exclusive of applicable taxes, duties, and governmental charges. Customer is responsible for all such amounts except taxes based on Company's net income. Where required, Company will add applicable VAT to invoices for EU customers.

6. REFUND AND CANCELLATION POLICY

6.1 Digital Products Refund Policy

Due to the nature of Digital Products, all sales are final upon delivery of access credentials. Refunds may be considered within seven (7) calendar days of purchase only in the following circumstances:

• Technical issues preventing access that cannot be resolved within 48 hours
• Material misrepresentation of product contents
• Duplicate purchases made in error

Refund requests must be submitted in writing to general@beyondperform.com with detailed explanation and supporting documentation.

6.2 Professional Services Refund Policy

Refund requests for Professional Services must be submitted within seven (7) calendar days of initial payment. Approved refunds are subject to a processing fee of five percent (5%) of the refunded amount. No refunds will be provided after work has commenced or deliverables have been provided. Company reserves the right to deny refunds for customers who demonstrate abusive behavior, make fraudulent claims, or violate these Terms.

6.3 Monthly Services Cancellation

Monthly Services may be cancelled by Customer with thirty (30) days' written notice. Cancellation will be effective at the end of the current billing period. No refunds will be provided for partial months. All outstanding amounts remain due upon cancellation.

6.4 Refund Processing

Approved refunds will be processed within 14 business days to the original payment method. Refunds may take additional time to appear depending on your financial institution's processing times.

7. INTELLECTUAL PROPERTY RIGHTS

7.1 Company Intellectual Property

Company retains all right, title, and interest in and to all Company Intellectual Property Rights, including but not limited to:

• All methodologies, processes, frameworks, and know-how developed by Company
• All software, tools, templates, and digital materials provided
• The BeyondConvert brand, trademarks, and trade dress
• All improvements, modifications, or derivative works of the foregoing

7.2 Limited License to Customer

Subject to Customer's compliance with these Terms and payment of applicable fees, Company grants Customer a limited, non-exclusive, non-transferable, non-sublicensable license to use Company's Intellectual Property solely for Customer's internal business purposes. This license does not permit:

• Redistribution, resale, or sublicensing to third parties
• Reverse engineering, decompiling, or creating derivative works
• Removal of proprietary notices or attribution
• Use for the benefit of competitors or to develop competing products

7.3 Customer Intellectual Property

Customer retains all rights to Customer Data and Customer's pre-existing Intellectual Property Rights. Customer grants Company a limited license to use Customer Data solely to provide Services under this Agreement.

7.4 Work Product

Company retains ownership of methodologies, processes, and know-how used in providing Services. Customer owns deliverables specifically created for Customer, subject to Company's underlying Intellectual Property Rights. Both parties own jointly any improvements or developments that build upon both parties' Intellectual Property Rights.

8. CONFIDENTIALITY

8.1 Definition and Obligations

Each party acknowledges it may receive Confidential Information from the other party. Receiving party agrees to: (a) maintain Confidential Information in confidence; (b) not disclose Confidential Information to third parties without prior written consent; (c) use Confidential Information solely for purposes of this Agreement; and (d) protect Confidential Information with the same degree of care used for its own confidential information, but not less than reasonable care.

8.2 Exceptions

Confidentiality obligations do not apply to information that: (a) is publicly available through no breach of this Agreement; (b) was rightfully known prior to disclosure; (c) is independently developed without use of Confidential Information; (d) is rightfully received from a third party; or (e) must be disclosed pursuant to legal requirements.

8.3 Survival

Confidentiality obligations survive termination of this Agreement for a period of five (5) years.

9. REPRESENTATIONS AND WARRANTIES

9.1 Mutual Representations

Each party represents and warrants that: (a) it has the corporate power and authority to enter into this Agreement; (b) the execution and performance of this Agreement have been duly authorized; (c) this Agreement constitutes a legal, valid, and binding obligation; and (d) its performance will not violate any other agreement or applicable law.

9.2 Company Warranties

Company warrants that: (a) Services will be performed in a professional and workmanlike manner consistent with industry standards; (b) Company has the right to grant the licenses granted herein; and (c) Services will not infringe any third party's Intellectual Property Rights.

9.3 Customer Warranties

Customer warrants that: (a) Customer Data does not infringe any third party rights; (b) Customer has all necessary rights to use Customer Data as contemplated herein; (c) Customer will comply with all applicable laws and regulations; and (d) Customer will not use Services for any unlawful purpose.

9.4 DISCLAIMER OF WARRANTIES

EXCEPT AS EXPRESSLY SET FORTH HEREIN, COMPANY MAKES NO WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, OR RESULTS. COMPANY DOES NOT WARRANT THAT SERVICES WILL BE UNINTERRUPTED, ERROR-FREE, OR THAT ANY PARTICULAR RESULTS WILL BE ACHIEVED. SOME JURISDICTIONS DO NOT ALLOW DISCLAIMERS OF IMPLIED WARRANTIES, SO THE ABOVE DISCLAIMERS MAY NOT APPLY TO YOU.

10. LIMITATION OF LIABILITY

10.1 Limitation of Damages

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO LOSS OF PROFITS, LOSS OF REVENUE, LOSS OF DATA, LOSS OF USE, LOSS OF GOODWILL, OR OTHER INTANGIBLE LOSSES, EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

10.2 Cap on Liability

EXCEPT FOR BREACHES OF CONFIDENTIALITY OR INDEMNIFICATION OBLIGATIONS, EACH PARTY'S TOTAL LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT SHALL NOT EXCEED THE GREATER OF: (A) THE TOTAL AMOUNT PAID OR PAYABLE BY CUSTOMER TO COMPANY IN THE TWELVE (12) MONTHS PRECEDING THE FIRST INCIDENT GIVING RISE TO LIABILITY; OR (B) FIVE HUNDRED EUROS (€500).

10.3 Essential Terms

The parties acknowledge that the limitations of liability set forth herein are essential terms of this Agreement and that Company would not enter into this Agreement without such limitations.

11. INDEMNIFICATION

11.1 Customer Indemnification

Customer will defend, indemnify, and hold harmless Company from and against all claims, damages, losses, costs, and expenses (including reasonable attorneys' fees) arising from or relating to: (a) Customer's use of Services; (b) Customer Data; (c) Customer's breach of this Agreement; (d) Customer's violation of applicable law; or (e) any claim that Customer Data infringes any third party's Intellectual Property Rights.

11.2 Company Indemnification

Company will defend, indemnify, and hold harmless Customer from and against all claims, damages, losses, costs, and expenses (including reasonable attorneys' fees) arising from any third party claim that Services infringe such third party's Intellectual Property Rights, provided Customer promptly notifies Company of such claim and grants Company control of the defense and settlement.

11.3 Indemnification Procedures

The indemnified party must: (a) promptly notify the indemnifying party in writing of any claim; (b) grant the indemnifying party control of the defense and settlement; and (c) provide reasonable assistance. The indemnifying party may not settle any claim without the indemnified party's consent unless the settlement unconditionally releases the indemnified party from all liability.

12. TERM AND TERMINATION

12.1 Term

This Agreement commences upon acceptance and continues until terminated in accordance with these Terms. Individual Service Orders may have specific terms as set forth therein.

12.2 Termination for Convenience

Either party may terminate this Agreement or any Service Order for any reason upon thirty (30) days' written notice. Monthly Services may be cancelled with thirty (30) days' notice effective at the end of the current billing period.

12.3 Termination for Cause

Either party may terminate this Agreement immediately upon written notice if the other party: (a) materially breaches this Agreement and fails to cure such breach within fifteen (15) days after written notice; (b) becomes insolvent, makes an assignment for the benefit of creditors, or files for bankruptcy; or (c) ceases to conduct business in the ordinary course.

12.4 Effect of Termination

Upon termination: (a) all rights and licenses granted hereunder will immediately terminate; (b) each party will return or destroy the other party's Confidential Information; (c) all outstanding amounts will become immediately due and payable; and (d) Customer will discontinue use of all Company Intellectual Property. Termination will not relieve either party of obligations that accrued prior to termination.

12.5 Survival

The following provisions will survive termination: payment obligations, intellectual property ownership, confidentiality, representations and warranties, limitation of liability, indemnification, and dispute resolution.

13. DATA PROTECTION AND PRIVACY

13.1 Data Processing

Company processes personal data in accordance with its Privacy Policy and applicable data protection laws, including the General Data Protection Regulation (GDPR). By using Services, Customer consents to such processing as described in our Privacy Policy.

13.2 Data Security

Company implements appropriate technical and organizational measures to protect personal data against unauthorized access, alteration, disclosure, or destruction. However, no security measures are 100% effective, and Company cannot guarantee absolute security.

13.3 Data Breach Notification

Company will notify Customer without undue delay upon becoming aware of any personal data breach that is likely to result in high risk to the rights and freedoms of individuals, but in no case later than 72 hours after becoming aware of the breach.

14. COMPLIANCE AND LEGAL OBLIGATIONS

14.1 Compliance with Laws

Each party will comply with all applicable laws, regulations, and industry standards in performing under this Agreement. Customer represents that its use of Services will comply with all applicable laws in Customer's jurisdiction.

14.2 Export Controls

Services may be subject to export control laws and regulations. Customer will not export, re-export, or transfer Services to any prohibited country, entity, or person without proper authorization.

14.3 Anti-Corruption

Each party represents that it has not and will not offer, pay, solicit, or accept any bribes, kickbacks, or other improper payments in connection with this Agreement.

15. FORCE MAJEURE

Neither party will be liable for any delay or failure to perform due to events beyond its reasonable control, including but not limited to acts of God, natural disasters, war, terrorism, epidemics, government actions, labor disputes, or failures of third-party services. The affected party must promptly notify the other party and use reasonable efforts to mitigate the impact. If a Force Majeure event continues for more than 90 days, either party may terminate this Agreement upon written notice.

16. DISPUTE RESOLUTION

16.1 Informal Resolution

Before initiating formal proceedings, the parties agree to attempt to resolve disputes through good faith negotiations for at least thirty (30) days.

16.2 Mediation

If informal resolution fails, disputes will be submitted to mediation before a mutually acceptable mediator in Estonia or via online mediation services.

16.3 Arbitration

If mediation fails, disputes will be resolved through binding arbitration under the rules of the Estonian Chamber of Commerce and Industry. The arbitration will be conducted in English in Tallinn, Estonia, or via online arbitration services.

16.4 Equitable Relief

Nothing herein prevents either party from seeking equitable relief in a court of competent jurisdiction for breaches of confidentiality or intellectual property rights.

17. GOVERNING LAW AND JURISDICTION

This Agreement is governed by and construed in accordance with the laws of Estonia, without regard to conflict of law principles. Any legal proceedings not subject to arbitration will be brought exclusively in the courts of Estonia, and each party consents to such jurisdiction and venue.

18. GENERAL PROVISIONS

18.1 Entire Agreement

This Agreement, together with any Service Orders and the Privacy Policy, constitutes the entire agreement between the parties and supersedes all prior or contemporaneous communications, representations, or agreements, whether written or oral.

18.2 Amendment

This Agreement may be amended only by written agreement signed by both parties, except that Company may modify these Terms as provided in Section 4.3.

18.3 Assignment

Customer may not assign this Agreement without Company's prior written consent. Company may assign this Agreement to any affiliate or in connection with a merger, acquisition, or sale of assets. This Agreement binds and benefits the parties' respective successors and permitted assigns.

18.4 Severability

If any provision of this Agreement is held invalid or unenforceable, the remaining provisions will remain in full force and effect, and the invalid provision will be replaced with a valid provision that most closely reflects the parties' intent.

18.5 Waiver

Failure to enforce any provision of this Agreement will not constitute a waiver of such provision or any other provision. All waivers must be in writing to be effective.

18.6 Independent Contractors

The parties are independent contractors. This Agreement does not create a partnership, joint venture, employment, or agency relationship between the parties.

18.7 Notices

All notices must be in writing and delivered to the addresses set forth herein or such other addresses as may be designated in writing. Notices are effective upon receipt when delivered personally, by confirmed email, or three (3) days after sending by certified mail.

18.8 Counterparts and Electronic Signatures

This Agreement may be executed in counterparts and by electronic signature, each of which will be deemed an original and all of which together will constitute one agreement.

19. CONTACT INFORMATION

For all matters relating to this Agreement, contact:

• General Inquiries: general@beyondperform.com
• Legal Notices: general@beyondperform.com
• Billing Questions: general@beyondperform.com
• Technical Support: general@beyondperform.com
• Address: Sepapaja tn 6, Tallinn 11415, Estonia
• Phone Support: Available to active customers via scheduled consultations

20. ACKNOWLEDGMENT

BY USING OUR SERVICES OR CLICKING "I AGREE" OR SIMILAR BUTTONS, YOU ACKNOWLEDGE THAT YOU HAVE READ, UNDERSTOOD, AND AGREE TO BE BOUND BY THESE TERMS OF SERVICE. IF YOU DO NOT AGREE TO THESE TERMS, YOU MAY NOT USE OUR SERVICES.

This Agreement was last updated on January 27, 2025, and is effective immediately upon your acceptance.