Legal
For product demonstrations, guided walkthroughs and evaluation access — live, online, on-site or self-guided.
Effective date: September 9, 2026 · Version 1.0
This Demo Access, Confidentiality & Intellectual Property Agreement (“Demo Agreement”) is entered into between FITSCALE TECHNOLOGIES OPC, a One Person Corporation duly organized and existing under Philippine law, with SEC Registration No. 2026080265533-02 (“Fitscale”), and the individual, corporation, partnership, gym, fitness facility, or other business entity identified in the signature block below (“Recipient”).
Fitscale has been asked to demonstrate its proprietary gym-management platform, its Gate Keeper access-control system, and related materials to the Recipient so that the Recipient may evaluate whether to subscribe. Those materials represent substantial investment by Fitscale and contain confidential information and trade secrets. Fitscale is willing to conduct the demonstration only on the terms below.
By signing this Demo Agreement, accepting it electronically, or attending or accessing a Demo after being presented with these terms, the Recipient agrees to be bound by it. A person accepting for an entity represents that he or she is duly authorized to bind that entity.
This Demo Agreement does not replace the Fitscale Subscription Agreement, Order Form, or Data Processing Agreement (“DPA”). If the Recipient proceeds to a paid subscription, the paid Service is governed by those documents, and this Demo Agreement continues to apply to the Demo itself.
1.1 “Demo” means any live, recorded, online, on-site, or self-guided demonstration, presentation, walkthrough, screen share, sandbox session, pilot, proof of concept, or evaluation access to the Fitscale platform or the Gate Keeper Device provided to the Recipient before execution of an Order Form.
1.2 “Demo Environment” means any Fitscale-hosted or Fitscale-controlled instance, sandbox, staging system, trial account, demonstration device, or demonstration hardware made available for a Demo.
1.3 “Demo Materials” means everything disclosed, displayed, described, or made available in connection with a Demo, including screens, user interfaces, layouts, navigation and menu structures, dashboards, reports, forms, workflows, feature sets and feature names, configuration options, data models and field structures, business logic, automations, error handling, integrations, APIs, roadmap items, technical architecture, hosting arrangements, Gate Keeper hardware, wiring, enclosures, firmware behavior, installation methods, documentation, training material, quotations, pricing structures, discounts, and commercial terms.
1.4 “Confidential Information” means the Demo Materials and all other non-public business, technical, financial, commercial, and proprietary information of Fitscale disclosed to or observed by the Recipient in connection with a Demo, whether disclosed orally, visually, in writing, electronically, or by demonstration, and whether or not marked as confidential.
1.5 “Attendee” means any person who attends, joins, observes, or is given access to a Demo on the Recipient’s behalf or at the Recipient’s invitation, including the Recipient’s owners, officers, employees, contractors, consultants, advisers, guests, and any information-technology or software personnel.
1.6 “Recipient Personnel” means the Recipient and its Attendees collectively.
1.7 “Permitted Purpose” means the Recipient’s internal evaluation of whether to subscribe to the Fitscale platform or purchase the Gate Keeper Device, and nothing else.
1.8 “Competing Product” means any software, system, application, hardware, or service that performs or is intended to perform gym, fitness-facility, studio, or membership-management functions substantially similar to the Fitscale platform or the Gate Keeper Device, whether developed for the Recipient’s own use, for resale, for licensing, or for any third party.
2.1 Subject to the Recipient’s compliance with this Demo Agreement, Fitscale grants the Recipient a limited, revocable, non-exclusive, non-transferable, non-sublicensable permission to view and interact with the Demo Environment and Demo Materials solely for the Permitted Purpose, for the duration of the Demo or evaluation period stated by Fitscale.
2.2 The Demo Environment must not be used for live gym operations, production data, member enrollment, actual access control, or any commercial purpose. A Demo is for evaluation only.
2.3 No ownership, licence, or other right in the Fitscale platform, the Gate Keeper Device, or any Demo Materials is granted except the limited permission expressly stated in Section 2.1. Nothing is granted by implication, estoppel, or otherwise.
2.4 Fitscale may limit, suspend, reschedule, shorten, or end any Demo, and may withdraw access to the Demo Environment, at any time and for any reason, without liability.
3.1 The Recipient shall hold all Confidential Information in strict confidence, shall protect it using at least the degree of care it uses for its own confidential information and in no case less than reasonable care, and shall use it only for the Permitted Purpose.
3.2 The Recipient shall not disclose Confidential Information to any person other than an Attendee who has a genuine need to know it for the Permitted Purpose and who is bound by confidentiality obligations at least as protective as those in this Demo Agreement. The Recipient shall remain responsible for each Attendee’s compliance, and any act or omission by an Attendee that would breach this Demo Agreement if done by the Recipient shall be treated as a breach by the Recipient.
3.3 Without limiting Section 3.2, the Recipient shall not disclose, describe, demonstrate, or make Confidential Information available to any competitor of Fitscale, any software developer, freelancer, development agency, systems integrator, or IT consultant, or any person engaged or likely to be engaged in developing a Competing Product, except with Fitscale’s prior written consent.
3.4 Confidential Information does not include information that the Recipient can demonstrate by written record: (a) is or becomes publicly available through no act or omission of the Recipient Personnel; (b) was lawfully known to the Recipient without restriction before disclosure by Fitscale; (c) is lawfully received from a third party without confidentiality obligation; or (d) is independently developed by the Recipient without use of or reference to Confidential Information.
3.5 The Recipient may disclose Confidential Information where required by law, regulation, or lawful government or court order, provided that, where legally permitted, it gives Fitscale reasonable prior written notice and reasonable cooperation to enable Fitscale to seek protective relief, and discloses only the minimum required.
3.6 The obligations in this Section continue for five (5) years from the date of the last Demo. Information qualifying as a trade secret remains protected for so long as it qualifies as a trade secret under applicable law.
4.1 The Recipient Personnel shall not record, capture, or reproduce any Demo or Demo Materials, in whole or in part, by any means. This prohibition expressly includes: screen recording and screen capture; screenshots; still photography; video or audio recording; filming a screen, monitor, projector, or device with a phone or camera; screen sharing, mirroring, casting, streaming, or broadcasting to any person not an approved Attendee; re-transmission or relay of a Demo session; remote-access or remote-control tools; automated capture, scraping, screen-reading, optical character recognition, transcription, or note-taking software, including artificial-intelligence meeting assistants, recording bots, and session-replay tools; and any other method of creating a persistent copy of what is displayed or described.
4.2 For an online Demo, the Recipient shall ensure that recording features are disabled and that no recording bot, transcription assistant, or note-taking agent joins or is connected to the session. Admitting or connecting any such tool is a breach of this Section, whether or not a recording is retained.
4.3 The Recipient Personnel may take reasonable handwritten or typed notes for the Permitted Purpose. Such notes must not consist of verbatim transcriptions, reproductions, sketches, wireframes, or detailed descriptions of screens, layouts, workflows, data models, field structures, or business logic. All such notes are Confidential Information, must be kept securely, must not be shared outside the Attendees, and must be destroyed on Fitscale’s written request in accordance with Section 11.
4.4 Fitscale may, at its sole discretion, give prior written consent to a specific, limited capture (for example, a single screenshot for an internal approval paper). Any such permitted capture: (a) is limited to the scope and purpose stated in the consent; (b) remains Fitscale Confidential Information; (c) must not be published, posted, forwarded outside the Attendees, or supplied to any developer or competitor; and (d) must be destroyed on Fitscale’s written request. Consent given once is not consent for any other capture.
4.5 Fitscale may record its own Demo sessions for training, quality, and record-keeping purposes. Where Fitscale does so, it will inform the Attendees and will handle any personal information in accordance with the Fitscale Website Privacy Policy and the Data Privacy Act (Republic Act No. 10173).
4.6 The Recipient shall inform every Attendee of this Section before the Demo begins and shall procure their compliance.
5.1 All intellectual property rights in and to the Fitscale platform, the Gate Keeper Device, and the Demo Materials, including software, source and object code, firmware, hardware design, circuit and wiring design, enclosures, user interface and visual design, screen layouts, navigation structures, workflows, business logic, algorithms, data models, database schemas, reports, documentation, content, architecture, know-how, trade secrets, copyrights, patents and patentable inventions, industrial designs, and trademarks, whether registered or not, are and remain the exclusive property of Fitscale and its licensors.
5.2 Attendance at or access to a Demo transfers no ownership and creates no licence beyond the limited permission in Section 2.1. The look, feel, structure, sequence, and organisation of the Fitscale platform are proprietary to Fitscale and are protected under the Intellectual Property Code of the Philippines (Republic Act No. 8293) and applicable international law.
5.3 The “Fitscale” and “Gate Keeper” names, logos, and brand elements are trademarks of Fitscale and may not be used, imitated, or registered by the Recipient in any jurisdiction except as expressly authorised in writing.
5.4 Quotations, pricing schedules, discount structures, bundling, installation costing, and other commercial terms disclosed in connection with a Demo are Fitscale Confidential Information and must not be shared with any third party other than an Attendee with a need to know, except with Fitscale’s prior written consent.
6.1 The Recipient Personnel shall not copy, reproduce, adapt, translate, or create derivative works of the Fitscale platform, the Gate Keeper Device, or any Demo Materials, including by recreating any screen, layout, workflow, form, report, data model, or feature.
6.2 The Recipient Personnel shall not reverse engineer, decompile, disassemble, probe, scan, or attempt to derive the source code, firmware, data structures, or underlying architecture of the platform or the Device; shall not conduct penetration testing or vulnerability scanning; shall not circumvent or attempt to circumvent authentication, access control, usage limits, or security features; and shall not share, transfer, or resell Demo credentials.
6.3 The Recipient Personnel shall not extract, harvest, scrape, or export data or content from the Demo Environment by manual or automated means.
6.4 The Recipient Personnel shall not publish, post, or circulate any review, comparison, benchmark, screenshot, or description of the Fitscale platform or the Gate Keeper Device without Fitscale’s prior written consent.
6.5 The Recipient Personnel shall not use any Confidential Information or anything observed, learned, or derived from a Demo to conceive, specify, design, scope, procure, commission, fund, develop, test, or launch a Competing Product. Without limiting the foregoing, the Recipient shall not brief, instruct, direct, or provide requirements, specifications, wireframes, feature lists, screenshots, notes, or descriptions derived from a Demo to any developer, freelancer, development agency, systems integrator, IT consultant, or in-house technical personnel for the purpose of building, quoting, or estimating a Competing Product.
6.6 The Recipient Personnel shall not permit any person who is not an approved Attendee to observe, join, or access a Demo, whether in person, remotely, or through a shared screen or shared device.
6.7 The Recipient Personnel shall not represent, imply, or hold out any partnership, agency, endorsement, distributorship, reseller relationship, or affiliation with Fitscale on the basis of a Demo.
7.1 For twelve (12) months from the date of the last Demo, the Recipient shall not directly or indirectly solicit, recruit, hire, engage, or contract with any developer, engineer, technician, installer, contractor, or other personnel of Fitscale who was involved in or known to the Recipient through a Demo, for the purpose of developing, installing, supporting, or advising on a Competing Product.
7.2 Section 7.1 does not restrict a general recruitment advertisement not specifically targeted at Fitscale personnel, or the hiring of a person who responds to such an advertisement on his or her own initiative and who is not engaged for the purpose described in Section 7.1.
8.1 The Demo Environment is populated with sample or fictitious data. The Recipient shall not enter, upload, or import any real personal information of gym members, employees, or other individuals into the Demo Environment, including names, contact details, photographs, identification numbers, payment information, or health or fitness information.
8.2 The Fitscale Data Processing Agreement does not apply to a Demo. If the Recipient enters real personal information into the Demo Environment in breach of Section 8.1, the Recipient acts as Personal Information Controller for that data, is solely responsible for the lawfulness of that processing under the Data Privacy Act, and shall indemnify Fitscale against any resulting claim, complaint, investigation, or penalty.
8.3 Fitscale may reset, refresh, anonymise, or delete the Demo Environment and any data in it at any time without notice. No data entered in a Demo is retained, backed up, exported, or migrated to a paid subscription unless Fitscale expressly agrees in writing.
8.4 Personal information about the Recipient’s own representatives collected for the purpose of arranging and conducting a Demo is handled in accordance with the Fitscale Website Privacy Policy.
9.1 A Demo does not create a paid subscription, a purchase commitment, an exclusivity arrangement, or any obligation on either party to proceed. A paid subscription begins only when the Recipient accepts or executes the applicable Fitscale Order Form and Subscription Agreement.
9.2 Features described as planned, in development, or on the roadmap are indicative only and are not a commitment to deliver any feature, on any date, at any price. The Recipient shall not rely on them in making any decision.
9.3 To the maximum extent permitted by law, the Demo Environment and Demo Materials are provided “as is” and “as available” for evaluation, without warranty of any kind. Service levels, support commitments, and warranties applicable to a paid subscription do not apply to a Demo.
10.1 Suggestions, comments, or feedback voluntarily given by the Recipient Personnel about the platform or the Device may be used by Fitscale without restriction, attribution, or obligation, and Fitscale shall own all rights in any improvement or modification it makes as a result. This does not give Fitscale ownership of the Recipient’s own pre-existing business information.
11.1 This Demo Agreement takes effect on the earlier of the date it is signed or accepted and the date the Recipient first attends or accesses a Demo, and continues for the periods stated in Sections 3.6, 7.1, and 11.3.
11.2 On Fitscale’s written request, or on the Recipient deciding not to proceed, the Recipient shall promptly and in any case within ten (10) days: return or destroy all Confidential Information in its possession or control, including notes, documents, quotations, files, and any permitted capture; permanently delete electronic copies to the extent technically practicable; discontinue all use of the Demo Environment; and, if requested, certify compliance in writing signed by an authorised officer. Copies retained solely in routine, non-targeted electronic backups remain subject to this Demo Agreement until deleted in the ordinary course.
11.3 Sections 3 (Confidentiality), 4 (No Recording, Capture or Reproduction), 5 (Intellectual Property), 6 (Restrictions), 7 (Non-Solicitation), 8 (Demo Environment Data), 10 (Feedback), 11 (Term, Return and Destruction), 12 (Remedies), 13 (Governing Law and Venue), and 14 (General) survive the conclusion of the Demo and any termination or expiry of this Demo Agreement.
12.1 The Recipient acknowledges that the Confidential Information and intellectual property protected by this Demo Agreement are unique and of substantial value to Fitscale, that unauthorised recording, disclosure, reproduction, or use would cause Fitscale irreparable harm not adequately compensable by damages alone, and that the restrictions in this Demo Agreement are reasonable and necessary to protect Fitscale’s legitimate business interests.
12.2 Fitscale is entitled to seek injunctive relief, a temporary restraining order, specific performance, and any other equitable remedy to prevent or restrain a threatened or actual breach, without the necessity of proving actual damage and, to the extent permitted by law, without the posting of a bond, in addition to any other remedy available to it.
12.3 Liquidated damages. The parties agree that damages for a breach of Section 4 (No Recording, Capture or Reproduction), Section 6.2 (reverse engineering and circumvention), or Section 6.5 (no Competing Product) would be difficult to quantify. Accordingly, and pursuant to Articles 1226 to 1230 of the Civil Code of the Philippines, the Recipient shall pay Fitscale liquidated damages of TWO HUNDRED FIFTY THOUSAND PESOS (₱250,000.00) for each such breach, which the parties agree is a reasonable pre-estimate and not a penalty. Payment of liquidated damages does not cure the breach, does not license the conduct, and does not limit Fitscale’s right to injunctive relief, to recover actual damages to the extent they exceed the liquidated amount, or to any statutory remedy.
12.4 The Recipient shall reimburse Fitscale’s reasonable attorney’s fees, litigation expenses, and costs of enforcement incurred as a result of a breach.
12.5 The remedies in this Demo Agreement are cumulative and in addition to all remedies available at law or in equity, including civil and criminal remedies under the Intellectual Property Code of the Philippines (Republic Act No. 8293), the Cybercrime Prevention Act of 2012 (Republic Act No. 10175), the Data Privacy Act of 2012 (Republic Act No. 10173), the Electronic Commerce Act of 2000 (Republic Act No. 8792), and the Revised Penal Code.
13.1 This Demo Agreement is governed by and construed in accordance with the laws of the Republic of the Philippines.
13.2 Any action arising out of or relating to this Demo Agreement shall be brought exclusively before the proper courts having jurisdiction over the city or municipality where Fitscale’s registered principal office is located, to the exclusion of other venues, subject to mandatory rules of law.
14.1 This Demo Agreement is the entire agreement between the parties concerning the Demo and supersedes prior discussions on that subject. It prevails over the Fitscale Website Terms of Use on matters of confidentiality, recording, and intellectual property relating to a Demo. If the Recipient becomes a Customer, the Subscription Agreement, Order Form, and DPA govern the paid relationship, and this Demo Agreement continues to apply to the Demo.
14.2 No amendment or waiver is effective unless in writing and signed by both parties. Failure or delay in enforcing a right is not a waiver of that right.
14.3 If any provision is held invalid or unenforceable, it shall be modified to the minimum extent necessary to make it enforceable, or severed, and the remaining provisions remain in full force.
14.4 The Recipient may not assign this Demo Agreement without Fitscale’s prior written consent. Fitscale may assign it to an affiliate or successor in interest.
14.5 Notices to Fitscale shall be sent to customersupport@fitscale.ph, and to the Recipient at the contact details in the signature block. Email notice is deemed received on the next business day after transmission unless a delivery-failure notice is received.
14.6 The parties are independent contractors. Nothing in this Demo Agreement creates a partnership, joint venture, employment, fiduciary, or agency relationship.
14.7 This Demo Agreement may be executed in counterparts and by electronic signature, click acceptance, or scanned signature, each of which has the same effect as an original to the extent permitted by the Electronic Commerce Act of 2000.
15.1 The Recipient may accept this Demo Agreement by signing below or through Fitscale’s electronic acceptance process. Where accepted electronically, Fitscale may retain the Recipient identifier, the identity of the accepting user, date and time, IP address, device or browser information, the version of this Demo Agreement, and the applicable Demo reference, as evidence of acceptance.
15.2 Electronic acceptance has the same contractual effect as a physical signature to the extent permitted by applicable law.
Every person who attends, joins or observes a demo on your behalf is an Attendee and must be told of Sections 3, 4, 5 and 6 before it begins. For on-site demos FitScale may ask each Attendee to sign the Demo Attendee Register (Annex A of the signed agreement).