Terms of Service - OPEN Platform

Terms of Service

OPEN Platform by Middlepoint Solutions SL
Effective Date: October 12, 2025 | Last Updated: October 12, 2025
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OPEN PLATFORM - TERMS OF SERVICE

Effective Date: October 12, 2025

Last Updated: October 12, 2025

Welcome to Open

These Terms of Service ("Terms") govern your use of the Open platform operated by Middlepoint Solutions SL.

Who We Are:

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Agreement to Terms

BY ACCESSING OR USING OPEN, YOU AGREE TO:

IF YOU REPRESENT A BUSINESS:

IF YOU DON'T AGREE:

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Table of Contents

  1. Definitions
  2. Eligibility
  3. Account Creation and Security
  4. Subscriptions and Services
  5. Trials, Evaluations, and Beta Features
  6. License Grant and Restrictions
  7. Data Processing Agreement
  8. Payment Terms
  9. Hardware and Technical Requirements
  10. Third-Party Services
  11. Intellectual Property
  12. Acceptable Use Policy
  13. Term, Termination, and Suspension
  14. Warranties and Disclaimers
  15. Limitation of Liability
  16. Indemnification
  17. Dispute Resolution
  18. General Provisions

1. Definitions

Terms not defined elsewhere in the Agreement will have the meanings below:

"Agreement" means these Terms, plus the Privacy Policy, any Order Form, and any other documents incorporated by reference.

"Business User" or "Studio" means yoga studios, fitness centers, or wellness businesses using Open to manage their operations.

"End User" or "Student" means individuals who book classes through studios using Open.

"Platform" means Open's cloud-based software, including web app, mobile apps, APIs, and associated technology.

"Services" means all products and services provided by Open, including subscriptions, features, and support.

"Subscriber Data" means all information, materials, and content (including End User data) entered, uploaded, or transmitted through the Platform by or for a Studio.

"Confidential Information" means nonpublic information designated as confidential or that should reasonably be understood as confidential, including the Platform, pricing, and Subscriber Data.

"Fees" means subscription fees, transaction fees, and any other amounts owed under this Agreement.

"Order Form" means our quote or online ordering document accepted by you to purchase Services.

"Term" means the Initial Term plus any Renewal Terms.

"Authorized User" means Studio's employee, its Affiliate's employee, or a permitted third-party agent for whom Studio creates a unique username and password under its Open account.

"Documentation" means the documentation, in all forms, relating to the Open Offerings, as such documentation may be revised from time to time and as made available by Open.

"Hardware" means the computer equipment, point-of-sale terminals, or other technical hardware used to access the Platform.

"Intellectual Property Rights" means all patents, rights to inventions, utility models, copyright and related rights, trademarks, service marks, trade, business and domain names, rights in trade dress or get-up, rights in goodwill or to sue for passing off, unfair competition rights, rights in designs, rights in computer software, database rights, moral rights, rights in confidential information (including know-how and trade secrets) and any other intellectual property rights, in each case whether registered or unregistered.

"Professional Services" means consulting, advanced training, implementation or technical support services provided by Open to Subscribers, as set out in the Order Form or in a separate contracting document (such as a Statement of Work).

"Sensitive Personal Information" means:

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2. Eligibility

To use Open, you must:

For Business Users:

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3. Account Creation and Security

3.1 Account Creation

You must:

For Studios:

3.2 Account Security

Your Responsibilities:

Our Rights:

If Security is Compromised:

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4. Subscriptions and Services

4.1 License Grant

Subject to your compliance with this Agreement, we grant you a non-exclusive, non-transferable, non-sublicensable right to:

For:

4.2 Subscription Plans

We offer various subscription tiers. Your plan determines:

Current pricing varies by plan:

4.3 Service Availability

We will:

Exceptions:

We do NOT guarantee:

Target Uptime: We aim for 99.5% uptime per month (excluding scheduled maintenance)

4.4 Changes to Services

We may:

Material changes affecting core functionality:

4.5 API Access

If your plan includes API access:

We may:

Excessive usage may incur additional charges or require plan upgrade.

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5. Trials, Evaluations, and Beta Features

5.1 Free Trials

We may offer free trial periods for new Business Users:

During the trial:

5.2 Beta Features

Some features may be offered as "Beta," "Preview," or "Experimental":

What this means:

Your responsibilities:

We may:

5.3 Evaluation Licenses

For enterprise evaluations:

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6. License Grant and Restrictions

6.1 What You CAN Do

6.2 What You CANNOT Do

You agree NOT to:

Misuse or Abuse:

Intellectual Property Violations:

Commercial Restrictions:

Data and Privacy Violations:

6.3 Enforcement

If you violate these restrictions:

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7. Data Processing Agreement

7.1 Data Controller and Processor Roles

For student booking data:

For cross-studio user accounts:

7.2 Your Instructions to Us

By using Open, you instruct us to:

7.3 Our Processing Obligations

We agree to:

7.4 Your Processing Obligations

You agree to:

7.5 Subprocessors

We use these subprocessors (all contractually bound to data protection):

Changes: We'll notify you 30 days before adding new subprocessors. You may object if you have reasonable data protection concerns.

7.6 Data Subject Rights

You're responsible for responding to your students' requests for:

We'll assist by:

7.7 Data Breaches

If we discover a data breach:

Notification: Within 72 hours of discovery

Information provided:

Cooperation: We'll assist with your breach notification obligations

7.8 Data Retention and Deletion

Upon termination:

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8. Payment Terms

8.1 Subscription Fees

Your subscription includes:

Fees:

Billing cycle:

Existing customers: Keep current pricing through their subscription period, but new rates apply upon renewal unless they're on an annual plan.

8.2 Transaction Fees (Stripe Payments)

If you use Stripe integration for payments:

Stripe fees:

Open platform fees:

Fee collection:

Fee increases:

8.3 Payment Methods

Credit/Debit Card:

Bank Transfer:

Accepted Cards:

8.4 Late Payments

If payment is overdue:

8.5 Taxes

All Fees exclude taxes. You're responsible for:

If we pay taxes on your behalf:

Tax exemptions:

8.6 Refund Policy

Subscription fees:

Transaction fees:

Student refunds:

Annual subscriptions:

8.7 Disputed Charges

If you dispute an invoice:

8.8 Price Changes

We may increase Fees:

Annual subscribers: Locked in at current rate for the full year

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9. Hardware and Technical Requirements

9.1 Your Equipment

You're responsible for:

Minimum requirements:

Recommended specifications:

9.2 No Hardware Warranties

If you experience issues:

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10. Third-Party Services

10.1 General Third-Party Services

The Platform may integrate with third-party services:

Your use of third-party services:

10.2 Stripe Payment Services

Payment processing provided by Stripe:

Subject to:

By using Stripe through Open:

Stripe underwriting:

Fee collection from Stripe settlements:

Merchant agreements:

Important: You must comply with payment card industry standards and maintain appropriate terms of service for your students.

10.3 Urban Sports Club

If you integrate with Urban Sports Club:

10.4 Third-Party Liability

WE DISCLAIM ALL LIABILITY FOR:

USE AT YOUR OWN RISK.

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11. Intellectual Property

11.1 Open's Ownership

We own all rights to:

You do NOT receive:

11.2 Your Data Ownership

You own all rights to:

License you grant us:

By using Open, you grant us a non-exclusive, worldwide, royalty-free license to:

This license:

11.3 Feedback and Suggestions

If you provide ideas, suggestions, or feedback:

11.4 Aggregated Anonymous Data

Notwithstanding the above:

We may collect and use aggregated, anonymized data about Platform usage to:

This data:

11.5 Brand Usage

By using Open, you authorize us to:

You may opt out:

Without separate permission, we will NOT:

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12. Acceptable Use Policy

12.1 Legal Compliance

You agree to comply with:

12.2 Prohibited Content

Do not use Open to store or transmit:

12.3 Prohibited Activities

Do not:

12.4 Communication Compliance

When sending emails to students:

Email requirements:

12.5 Consequences of Violations

If you violate the Acceptable Use Policy:

We reserve the right to:

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13. Term, Termination, and Suspension

13.1 Initial Term

Your subscription begins on:

Initial Term: As specified in your subscription (month-to-month, annual, etc.)

13.2 Automatic Renewal

Your subscription automatically renews for successive periods equal to the Initial Term UNLESS:

Renewal pricing:

13.3 Cancellation by You

You may cancel anytime:

Effect of cancellation:

Important: Make sure to download your data before your subscription ends. After 60 days, we have no obligation to maintain your data.

13.4 Termination by Us

We may terminate:

For convenience:

For cause (immediate termination):

13.5 Suspension

We may suspend your access immediately if:

Notice:

Restoration:

13.6 Effect of Termination

Upon termination, you must:

We will:

No obligation after 60 days:

13.7 Survival

These sections survive termination:

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14. Warranties and Disclaimers

14.1 Limited Warranty

We warrant that:

The Services will perform substantially in accordance with Documentation during your paid subscription.

If Services don't conform:

1. Notify us within 30 days of discovering the issue

2. We'll use commercially reasonable efforts to correct it

3. If we can't correct it, either party may terminate

4. Upon termination, you'll receive a pro-rated refund of prepaid Fees

This warranty does NOT apply if:

14.2 DISCLAIMER OF WARRANTIES

TO THE MAXIMUM EXTENT PERMITTED BY LAW:

OPEN IS PROVIDED "AS IS" AND "AS AVAILABLE."

WE DISCLAIM ALL WARRANTIES, INCLUDING:

SUBSCRIBER MAY HAVE OTHER STATUTORY RIGHTS, BUT THE DURATION OF STATUTORILY REQUIRED WARRANTIES, IF ANY, SHALL BE LIMITED TO THE SHORTEST PERIOD PERMITTED BY LAW.

14.3 Fitness Services Disclaimer

CRITICAL:

OPEN IS SOFTWARE. WE ARE NOT FITNESS PROFESSIONALS.

We are NOT responsible for:

Studios are responsible for:

Students participate at their own risk and should:

14.4 Third-Party Disclaimer

WE ARE NOT RESPONSIBLE FOR:

14.5 Data Accuracy

We do NOT:

You're responsible for:

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15. Limitation of Liability

READ THIS SECTION CAREFULLY. IT LIMITS OUR LIABILITY TO YOU.

15.1 NO LIABILITY FOR INDIRECT DAMAGES

TO THE MAXIMUM EXTENT PERMITTED BY LAW:

WE ARE NOT LIABLE FOR:

This applies even if:

15.2 LIABILITY CAP

MAXIMUM LIABILITY:

Our total liability to you for all claims arising from this Agreement is limited to:

The greater of:

This cap applies to:

15.3 Exceptions to Limitations

These limitations DO NOT apply to:

15.4 Independent Allocation of Risk

You acknowledge that:

15.5 Time Limit on Claims

You must bring any claim within 1 YEAR of when it arises.

After 1 year, claims are permanently barred.

15.6 Force Majeure

We're not liable for delays or failures caused by events beyond our reasonable control:

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16. Indemnification

16.1 Your Indemnification Obligations

You agree to defend, indemnify, and hold harmless Open, our affiliates, and our team from any claims, damages, losses, and expenses (including reasonable attorneys' fees) arising from:

Your Content and Data:

Your Conduct:

Your Business:

16.2 Our Indemnification Obligations

We agree to defend, indemnify, and hold you harmless from claims that:

Our remedies: If a claim is made:

1. We'll defend the claim at our expense

2. We'll pay damages awarded by a court (or settlement we approve)

3. At our option, we may:

We're NOT liable for claims arising from:

16.3 Indemnification Procedure

Indemnified party must:

1. Notify indemnifying party promptly in writing

2. Cooperate reasonably with defense

3. Grant exclusive control of defense and settlement

4. Not make admissions without indemnifying party's consent

Indemnifying party has no obligation if indemnified party:

16.4 Sole Remedy

The indemnification rights in this Section are your sole and exclusive remedy for indemnifiable claims.

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17. Dispute Resolution

17.1 Informal Resolution First

Before filing any legal action:

1. Send written notice describing the dispute

2. Include relevant documentation

3. Allow 30 days for the other party to respond

4. Attempt to resolve in good faith

Send notices to:

17.2 Arbitration Agreement

If informal resolution fails:

You and Open agree to resolve disputes through binding arbitration instead of court, except as specified in Section 17.5.

Arbitration provider:

Location:

Costs:

Award:

17.3 CLASS ACTION WAIVER

IMPORTANT:

TO THE FULLEST EXTENT PERMITTED BY LAW:

You and Open agree that:

YOU WAIVE YOUR RIGHT TO PARTICIPATE IN CLASS ACTIONS.

17.4 Opt-Out of Arbitration

You may opt out of arbitration:

Send written notice within 30 days of accepting these Terms:

If you opt out:

17.5 Exceptions to Arbitration

Either party may bring claims in court for:

17.6 Governing Law and Venue

If not arbitrated:

For Business Users (B2B):

For End Users (B2C - Consumers):

For all parties:

17.7 Injunctive Relief

Either party may seek injunctive or equitable relief in any court of competent jurisdiction to:

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18. General Provisions

18.1 Entire Agreement

This Agreement constitutes the entire agreement between you and Open regarding the subject matter and supersedes all prior:

Order of precedence if conflicts:

1. Written addenda signed by both parties

2. Order Form

3. These Terms

4. Privacy Policy

Other methods do NOT modify these Terms:

18.2 Amendments

These Terms may only be modified:

18.3 Changes to Terms

We may update these Terms:

Material changes:

If you disagree:

18.4 Severability

If any provision is invalid or unenforceable:

18.5 Waiver

Failure to enforce any provision:

No waiver of:

18.6 Assignment

You may NOT:

We may:

Any unauthorized assignment:

18.7 Force Majeure

Neither party is liable for delays or failures caused by events beyond reasonable control:

Affected party must:

If force majeure continues >90 days:

18.8 Export Controls

You agree:

You represent:

Violations may result in:

18.9 Relationship

Independent contractors:

This Agreement doesn't create:

Neither party may:

18.10 Third-Party Beneficiaries

No third-party beneficiaries except:

No rights granted to:

18.11 Notices

How to send notices:

To Open:

To You:

When notices are effective:

18.12 Electronic Communications

You agree to:

You consent to:

You may withdraw consent:

18.13 Language

This Agreement is in English.

18.14 Counterparts

This Agreement may be executed in counterparts:

18.15 Interpretation

Headings:

Include/including:

May:

Shall/will:

Our drafting:

18.16 Marketing Rights

By using Open, you grant us the right to:

Without separate permission, we will NOT:

To opt out:

18.17 Compliance with Laws

You must comply with:

We may:

18.18 Survival

These sections survive termination:

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19. Acknowledgment

By using Open, you acknowledge:

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Contact Information

Questions about these Terms?

Email: nik@openmanagerapp.com

Mail:

Middlepoint Solutions SL

Attn: Legal Department

Carrer d'Aragó, 366, Oficina 24, d2

08009 Barcelona, Spain

Website: app.openmanagerapp.com

Business Hours: Monday-Friday, 9:00-18:00 CET

Response Time: We aim to respond within 2 business days

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Thank you for choosing Open! We're here to help your yoga and wellness business thrive. 🧘‍

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Document Version: 2.0

Last Updated: October 12, 2025

Effective Date: October 12, 2025

Thank you for choosing Open!

We are here to help your yoga and wellness business thrive.

View Privacy Policy

Document Version: 2.0
Last Updated: October 12, 2025
Effective Date: October 12, 2025

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