Terms & Conditions

01 Acceptance of these Terms

By creating an Pace account, subscribing to any tier of the Service, or clicking a button confirming acceptance during onboarding, you agree to be bound by these Terms, by our Privacy Policy, and by the Data Processing Addendum referenced in Section 11. If you do not agree with any part of these Terms, you must not use the Service.

If you are accepting these Terms on behalf of a company, partnership, sole proprietorship or other entity, you represent that you have the authority to bind that entity to these Terms, and references to "you" and "Customer" refer to that entity.

02 Definitions

• Service / Product — the Pace Operating System, including Pace Admin (web and Android admin & dashboard), the Member-side experience, Pace Gate (biometric entry), the Ghost Protocol payment-default automation, the Churn Risk Intelligence module, the analytics dashboards, and any documentation we provide.
• Subscription — your contractual right to use the Product, granted for the tier and term specified at checkout.
• Member — an end-customer of the Customer's fitness centre whose data is processed inside the Product.
• Member Data — personal data of Members that the Customer uploads, generates or causes to be generated inside the Product, including biometric face embeddings.
• Customer Data — Member Data together with the Customer's own account, billing and configuration information.
• DPDP Act — the Digital Personal Data Protection Act, 2023 of India, and the rules notified thereunder.
• DPA — the Data Processing Addendum referenced in Section 11.
• Effective Date — the date you first accept these Terms, by any of the means described in Section 1.

03 The Service

Pace provides a software-as-a-service platform that allows fitness centre operators to manage members, automate entry through biometric face recognition, collect and reconcile fees, predict churn, and view operational analytics. The Product is delivered over the public internet through Pace Admin and an Android application, and is hosted on cloud infrastructure operated by Pace.

We may modify, add to or remove features of the Service from time to time as part of normal product development. We will not materially reduce the functionality of the tier you are subscribed to without giving you at least 30 days' notice and a pro-rata refund of unused fees if you choose to leave.

04 Eligibility & Account

To use the Service you must:

• Be at least 18 years old and legally able to enter into a contract under the Indian Contract Act, 1872;
• Operate or be authorised to act on behalf of a fitness centre, fitness studio or similar physical training facility located in India;
• Provide accurate, current and complete information during registration and keep it accurate, current and complete;
• Maintain the confidentiality of your account credentials. You are responsible for all activities that occur under your account, including those of staff members you invite.

You must notify us immediately at security@aureus.app of any unauthorised access to your account or breach of security.

05 Subscription Tiers

Pace is offered in subscription tiers. Prices are in Indian Rupees (INR) and are exclusive of applicable Goods and Services Tax (GST), which will be added at the rate prevailing at the time of invoicing. Specific tier features and pricing are communicated when you subscribe.

There are no setup fees, onboarding charges, or one-time license costs in addition to the published subscription price. The feature list of each tier is as described in your subscription agreement at the time you subscribed and forms part of these Terms by reference.

For Customers exceeding the member-count limit applicable to their tier (currently only the Monthly tier has such a limit, at 300 active members), we will notify you and offer an upgrade. If no upgrade is taken within 30 days, we may suspend new member enrolment on the account.

06 Billing, Taxes & Renewal

6.1 Payment

Subscription fees are billed in advance for the full term of the selected tier (one month, six months, or twelve months). Payment is collected through our PCI-DSS compliant payment gateway using UPI, debit or credit card, or net banking. Pace never sees or stores your full card number or CVV.

6.2 Taxes

All fees are exclusive of GST and any other applicable indirect taxes, duties or levies. We will issue a tax invoice compliant with the Central Goods and Services Tax Act, 2017 within 7 days of payment.

6.3 Renewal

Unless you cancel before the end of the current term, your Subscription will automatically renew for a successive term of the same length, at the then-current published price for the tier. We will email you a renewal reminder at least 14 days before the renewal date.

6.4 Late payment

If a renewal payment fails, we will retry up to 3 times over the following 7 days. If payment still fails, Pace Admin will move to read-only mode and Pace Gate entry will continue to function for a 7-day grace period. After the grace period, the account is suspended (see Section 13).

6.5 Price changes

We may revise published prices from time to time. Any price increase will take effect only on your next renewal, and only if we have given you at least 30 days' written notice before that renewal.

07 Cancellation & the 30-Day Exit Guarantee

7.1 Cancelling auto-renewal

You may cancel auto-renewal at any time from Pace Admin or by emailing billing@aureus.app at least 30 days before your renewal date. Your access continues uninterrupted until the end of the current term, after which the account becomes read-only.

7.2 The 30-Day Exit Guarantee

If, within the first 30 calendar days from the Effective Date of your first Subscription with us, you decide that Pace is not for you, you may request a full refund of the fees paid for that first term by emailing billing@aureus.app with the subject "Exit Guarantee".

The 30-day guarantee:

• Applies only to your first Subscription with Pace.
• Is not available for renewals or for subsequent Subscriptions.
• Refunds will be processed within 15 business days to the original payment method.
• You must export any data you wish to retain before the refund is processed; on refund, the account is deactivated and data deletion proceeds as described in our Privacy Policy.

7.3 Cancellation outside the 30-day window

For cancellations made after the 30-day window, no pro-rata refund is offered. Your Subscription remains active for the remainder of the prepaid term.

08 Acceptable Use

You agree not to, and not to allow anyone using your account to:

• Use the Service for any purpose that is unlawful under Indian law;
• Upload data you do not have the right to upload, including data obtained without the consent required under the DPDP Act or the SPDI Rules;
• Use Pace Gate for any purpose other than verifying the identity of a Member at the fitness centre's physical entry point — in particular, you may not use it for surveillance of staff, identification of non-members from public crowds, or any purpose that profiles Members beyond what is necessary to operate the fitness centre;
• Attempt to reverse-engineer, decompile or otherwise derive source code from the Product, except to the extent expressly permitted by Indian copyright law;
• Circumvent or attempt to circumvent any usage limit of your tier, including by creating multiple accounts to split a single fitness centre's membership;
• Resell, sublicense, white-label or otherwise commercially redistribute the Product without a written agreement with Pace;
• Use the Product to send unsolicited commercial communications ("spam") to Members or anyone else;
• Interfere with the integrity, availability or security of the Product, including by penetration testing without our prior written consent (responsible disclosure is welcomed at security@aureus.app);
• Use the Product to identify, profile or track minors below the age of 18 except where strict parental consent has been obtained in accordance with DPDP §9 and the Customer's policies.

09 Customer Obligations Regarding Members

The Customer is the Data Fiduciary with respect to Member Data and is solely responsible for:

• Obtaining each Member's informed, specific, free and unambiguous consent before recording any personal data, and a separately documented consent before enrolling biometric data;
• Providing each Member with a privacy notice describing what is collected, how it is used, and how the Member may exercise their DPDP rights;
• Offering Members a non-biometric alternative for entry (typically a personal QR code or PIN) and not making biometric enrolment a condition of fitness centre membership;
• Responding to and actioning DPDP requests from its Members within 30 days of receipt;
• Promptly correcting or deleting Member Data on request;
• Notifying Pace without undue delay of any incident concerning Member Data that may amount to a personal data breach.

Pace offers tooling inside Pace Admin to support each of these obligations, but the legal responsibility for performing them rests with the Customer.

10 Intellectual Property

10.1 Pace IP

All right, title and interest in and to the Service, Pace Admin, the Pace Fit, the underlying machine-learning models (including any face embedding model derived from BlazeFace and our proprietary fine-tuning), the Pace name, logo, "Ghost Protocol", "Crowd Neural Link", "Churn Risk Intelligence" trade marks, the visual design of this site, and all related documentation, source code, object code, data structures, and improvements thereto, are and remain the exclusive property of Pace or its licensors.

These Terms grant you a non-exclusive, non-transferable, non-sublicensable, worldwide, terminable licence to access and use the Service for your internal business purposes during the term of your Subscription, and for no other purpose.

10.2 Customer Data

You retain all right, title and interest in and to Customer Data, including Member Data. You grant Pace a worldwide, royalty-free, non-exclusive licence to host, store, process, transmit, display and copy Customer Data solely to the extent necessary to provide the Service to you, to comply with applicable law, and to enforce these Terms.

10.3 Aggregated & de-identified data

Pace may compile aggregated, anonymised and de-identified statistics from Customer Data (for example, "the average fitness centre in Kerala has 84 active members on a Friday evening") and use such statistics to improve the Service, produce industry benchmarks, or share publicly. Such statistics will never contain anything that can identify an individual or a specific fitness centre.

10.4 Feedback

If you send us feedback, suggestions or feature requests, you grant Pace a perpetual, irrevocable, royalty-free licence to use that feedback for any purpose, with no obligation to compensate you.

11 Member Data & Data Processing Addendum

The handling of Member Data is governed by Pace's Data Processing Addendum ("DPA"), which is incorporated into these Terms by reference. A copy of the current DPA is available on request from legal@aureus.app. The DPA records that:

• The Customer is the Data Fiduciary, and Pace is a Data Processor, in respect of Member Data;
• Pace will process Member Data only on the documented instructions of the Customer (configuration inside Pace Admin constitutes documented instructions);
• Pace implements the security measures described in the Privacy Policy Section 10;
• Pace will notify the Customer of any personal data breach without undue delay;
• On termination of the Subscription, Pace will delete or return all Member Data within the windows described in the Privacy Policy.

In the event of any conflict between these Terms and the DPA on the subject of Member Data, the DPA prevails.

12 Service Levels & Support

12.1 Uptime target

Pace targets 99.9% monthly uptime for Pace Admin and the Pace Gate entry endpoint, measured over each calendar month and excluding Excluded Downtime.

12.2 Excluded Downtime

The following do not count against the uptime target:

• Scheduled maintenance windows announced at least 48 hours in advance, not to exceed 4 hours in any calendar month;
• Outages caused by Force Majeure (Section 18);
• Outages caused by the Customer's own infrastructure, ISP, on-premise camera hardware, or by the Customer's actions or omissions;
• Beta features explicitly labelled as such.

12.3 Service credits

If monthly uptime falls below 99.9% in a given calendar month, the Customer may claim a service credit against the next invoice, by emailing billing@aureus.app within 30 days of the affected month:

Service credits are the Customer's sole and exclusive remedy for any failure to meet the uptime target. They may be set off only against future fees, not refunded in cash.

12.4 Support

Support is available by email at support@aureus.app and by WhatsApp to the business number published on the homepage. Target response times:

• P0 (Service down for all users): within 1 hour, 24×7;
• P1 (Pace Gate entry broken at a single fitness centre): within 2 hours during 09:00–22:00 IST;
• P2 (Feature degraded, workaround exists): within 1 business day;
• P3 (How-to question, cosmetic issue): within 2 business days.

13 Suspension & Termination

13.1 Termination by you

You may terminate your Subscription at the end of any term by cancelling auto-renewal as described in Section 7.

13.2 Termination by Pace for cause

We may suspend or terminate your access to the Service immediately, with written notice, if:

• You materially breach these Terms and fail to cure the breach within 7 days of being notified of it;
• Your payment is overdue beyond the grace period in Section 6.4;
• We are required to do so by a lawful order of an Indian court, regulator or law-enforcement authority;
• We have a reasonable, good-faith belief that your use of the Service is creating an immediate security or integrity risk to the platform or to other Customers.

13.3 Effect of termination

On termination from any cause, Sections 10, 11, 14, 15, 16, 17, 20 and 22 survive. The Customer remains liable for fees accrued up to the effective date of termination. Customer Data is handled in line with the retention rules in the Privacy Policy.

14 Warranties & Disclaimers

Pace warrants that:

• It has the right to grant the licence described in Section 10.1;
• The Service will be provided with reasonable care and skill;
• The Service will materially conform to the description on this site at the time of subscription.

15 Limitation of Liability

The limitations in this section do not apply to: (a) either party's indemnity obligations under Section 16; (b) breach of confidentiality under Section 17; (c) infringement of the other party's intellectual property; (d) Pace's gross negligence, wilful misconduct, or fraud; or (e) any liability that cannot be excluded as a matter of Indian law (including liability for death or personal injury caused by negligence).

16 Indemnification

16.1 Pace's indemnity

Pace will defend the Customer against any third-party claim alleging that the Customer's authorised use of the Service infringes a third party's copyright or trade mark in India, and will indemnify the Customer for damages finally awarded by an Indian court (or amounts paid in a settlement we approve) in such claim, provided the Customer notifies Pace promptly in writing and gives Pace sole control of the defence and any settlement.

This indemnity does not apply to claims arising from: (a) Customer Data; (b) the Customer's combination of the Service with third-party products or services not supplied by Pace; (c) the Customer's modification of the Service; or (d) the Customer's continued use of an allegedly infringing version after Pace has made a non-infringing version available.

16.2 Customer's indemnity

The Customer will defend Pace, its officers, directors, employees and agents against any third-party claim arising from:

• The Customer's breach of Section 8 (Acceptable Use) or Section 9 (Customer Obligations Regarding Members);
• The Customer's failure to obtain the consent required under the DPDP Act before uploading Member Data;
• Any allegation by a Member or third party that the Customer's use of the Service (and not Pace's design of the Service) caused harm.

and will indemnify Pace for damages finally awarded by an Indian court (or amounts paid in a settlement Pace approves), provided Pace notifies the Customer promptly and gives the Customer reasonable control of the defence.

17 Confidentiality

Each party may have access to information of the other party that is marked confidential or that ought reasonably to be considered confidential ("Confidential Information"). Confidential Information of Pace includes the Service's source code, ML model architectures, pricing not yet public, and roadmap. Confidential Information of the Customer includes Customer Data and its business operations data viewed in Pace Admin.

Each party will: (i) use Confidential Information of the other party only to perform under these Terms; (ii) protect it using the same degree of care that it uses to protect its own confidential information of like importance, but no less than a reasonable degree of care; and (iii) not disclose it to any third party except to its employees, contractors and advisors on a need-to-know basis and under confidentiality obligations at least as strict as those in this section.

This section does not apply to information that: (a) is or becomes generally known to the public without breach of these Terms; (b) was known to the receiving party before disclosure, without obligation of confidence; (c) was independently developed by the receiving party; or (d) is required to be disclosed by law or court order, provided the receiving party gives prompt notice (to the extent legally permitted) to allow the disclosing party to seek a protective order.

18 Force Majeure

Neither party is liable for any failure or delay in performance (other than payment obligations) caused by events beyond its reasonable control, including acts of God, natural disasters, pandemics, war, terrorism, civil unrest, strikes, governmental action, electricity or internet outages, or failures of upstream cloud or telecommunications providers. The affected party will use reasonable efforts to mitigate the impact and resume performance as soon as practicable. If a force majeure event continues for more than 60 consecutive days, either party may terminate the affected Subscription with written notice and Pace will refund any prepaid fees for the unused portion of the term.

19 Changes to these Terms

We may revise these Terms from time to time. The "Last updated" date at the top reflects the most recent revision. We will notify you of material changes at least 30 days before they take effect, by email to the address on your account and through a notice in Pace Admin. If you do not accept the revised Terms, you may terminate your Subscription before the effective date and receive a pro-rata refund of unused fees for the current term.

Continued use of the Service after the effective date constitutes acceptance of the revised Terms.

20 Governing Law & Jurisdiction

These Terms are governed by and construed in accordance with the laws of the Republic of India, without regard to conflict-of-laws principles.

Any dispute arising out of or in connection with these Terms will first be attempted to be resolved by good-faith negotiation between authorised representatives of the parties within 30 days of one party giving written notice of the dispute to the other.

If the dispute is not resolved by negotiation, it will be referred to and finally resolved by arbitration in accordance with the Arbitration and Conciliation Act, 1996, by a sole arbitrator mutually appointed by the parties (or, failing agreement, appointed under that Act). The seat and venue of arbitration will be Thiruvananthapuram, Kerala. The language of arbitration will be English. The award will be final and binding.

Notwithstanding the above, either party may seek interim or injunctive relief from the courts at Thiruvananthapuram, Kerala, which courts will have exclusive jurisdiction for that purpose.

21 General Provisions

21.1 Entire agreement

These Terms, together with the Privacy Policy and the DPA, constitute the entire agreement between you and Pace and supersede any prior or contemporaneous communications and proposals relating to the subject matter.

21.2 No assignment

You may not assign or transfer these Terms or any rights or obligations under them without our prior written consent. We may assign these Terms in connection with a merger, acquisition or sale of substantially all our assets, on written notice to you.

21.3 No waiver

Failure to enforce any provision of these Terms is not a waiver of that provision or of the right to enforce it in the future.

21.4 Severability

If any provision of these Terms is held to be invalid or unenforceable, the remaining provisions will continue in full force, and the invalid provision will be modified by a court of competent jurisdiction to the minimum extent necessary to make it enforceable while preserving the parties' original intent.

21.5 No agency

Nothing in these Terms creates a partnership, joint venture, agency, franchise or employment relationship between the parties.

21.6 Notices

Formal notices under these Terms must be sent in English by email to legal@aureus.app (for Pace) or to the email address on the Customer's account (for the Customer), and are deemed received on the next business day after sending.

21.7 Language

These Terms are originally written in English, which is the binding version. Any Malayalam or other translation we provide is for reference only; in the event of any inconsistency, the English version prevails.

22 Contact

For questions about these Terms:

Legal: legal@aureus.app
Billing: billing@aureus.app
Support: support@aureus.app
Security: security@aureus.app

Registered office:
Aureus Platforms Private Limited
Thiruvananthapuram, Kerala, India