Terms of Use.

Definitions. In the Agreement, the following capitalised terms have the meanings set out below. Other capitalised terms are defined where they first appear.

Interpretation. In the Agreement, unless the context requires otherwise:

1. (a)(a) the words "including", "include" and "such as" mean including without limitation;
2. (b)(b) headings are for convenience only and do not affect interpretation;
3. (c)(c) the singular includes the plural and the reverse;
4. (d)(d) a reference to a law includes that law as amended, extended or replaced;
5. (e)(e) "written" and "in writing" include email and other electronic communications;
6. (f)(f) a reference to a Section is to a Section of these Terms unless stated otherwise; and
7. (g)(g) the Agreement is drawn up in English, and any translation is for convenience only.

Visitors to the Website. By accessing or using the Website, you agree to Section 1, Section 2, Section 4, Section 11, Section 13, Section 15, Section 17, Section 18, Section 19 and Section 20 of these Terms as they apply to the Website. If you do not agree, do not use the Website. How Bynn handles Personal Data collected through the Website is described in the Privacy Policy and the Cookie Policy.

Customers. A Customer accepts the Agreement by creating an Account, by signing or accepting an Order Form that refers to these Terms, or by first using the Services, whichever comes first. Each Order Form forms a separate contract that incorporates these Terms.

Authority. The individual who accepts the Agreement on behalf of the Customer represents and warrants that they are at least eighteen (18) years old and have the authority to bind the Customer.

Business use only. The Services are offered solely to companies, public bodies, organisations and other legal entities, and to individuals acting for purposes of their trade, business, craft or profession. They are not offered to consumers. Nothing in the Agreement excludes a right that Applicable Law does not allow to be excluded.

Authorised Users and Affiliates. The Customer shall ensure that every Authorised User complies with the Agreement, and is responsible for the acts and omissions of its Authorised Users and Affiliates as if they were its own. An Affiliate of the Customer may order Services under its own Order Form, and is then the Customer for that Order Form.

Restricted parties. The Customer represents and warrants that it is not located in, organised under the laws of, or owned or controlled by a person in, a country or region subject to comprehensive sanctions, and that it is not a person with whom dealings are prohibited under Section 18.

Product Terms govern their Product. Where Bynn publishes Product Terms for a Product, those Product Terms govern the access to and use of that Product, and these Terms do not apply to it except where the Product Terms or an Order Form expressly incorporate them. The Product terms page lists each Product and links to the terms it publishes.

Products on the Platform. A Product that publishes no Product Terms of its own, such as Agemin or Detector24, is provided on the Platform and governed by these Terms, whether the Customer's Account was created on that Product's website, on dashboard.bynn.com or through the Bynn API. Plans bought on a Product's website are Plans under these Terms.

ZOREAL services on the Platform. Identity verification, KYC and KYB checks, AML screening, ZOREAL Verify document fraud detection, including PDFChecker, the document forensics of ZOREAL Verify offered on pdfchecker.com, and the other services that the ZOREAL Product Terms describe (the ZOREAL Services) are governed by the ZOREAL Product Terms wherever the Customer reaches them, including through pdfchecker.com, dashboard.bynn.com or the Bynn API. Where one Account is used both for ZOREAL Services and for a Product governed by these Terms, the ZOREAL Product Terms govern the ZOREAL Services and these Terms govern the rest.

Products in an engagement. Where an Order Form includes access to a Product that has Product Terms, those Product Terms govern the use of that Product and these Terms govern the rest of the engagement. An Order Form changes Product Terms only where it says so expressly, and then prevails as Section 20.7 provides.

Statements on the Website. Descriptions of the Products on the Website summarise them for information. They do not change the Product Terms or an Order Form, and they are not an offer capable of acceptance.

Right to use. Bynn grants you a limited, non-exclusive, non-transferable and revocable right to access and view the Website for your own information, and to share links to it.

Restrictions. You shall not:

1. (a)(a) use the Website in breach of Applicable Law or the Acceptable Use Policy;
2. (b)(b) copy, republish, frame or create derivative works of the Website or its content, other than brief quotations with attribution and copies for your own reference;
3. (c)(c) scrape, crawl or harvest the Website by automated means, other than search engine indexing that follows the Website's robots.txt instructions, or use its content to train or evaluate a machine learning model without Bynn's prior written consent;
4. (d)(d) probe, scan or test the vulnerability of the Website or interfere with its operation (security findings may be reported to security@bynn.com); or
5. (e)(e) remove or obscure any proprietary notice on the Website.

Information only. The content of the Website, including descriptions of research, Products, industries and capabilities, is provided for general information. It is not professional, legal, financial or technical advice, and it is not a commitment to provide any Service or feature.

Research, benchmarks and footage. Research results, benchmarks and evaluations on the Website hold for the conditions, datasets and dates stated with them and may not be reproduced in your use. Footage on the Website is illustrative unless it states otherwise.

Booking a meeting. When you book a meeting through the Website, the booking is handled by ZOREAL Book, a service of Bynn under the ZOREAL Product Terms, and the details you give are used as the Privacy Policy describes.

Third-party content and links. The Website may embed or link to content, websites and services that Bynn does not control, such as a video player or a third party's publication. Bynn is not responsible for them, and your use of them is subject to their own terms.

Availability. Bynn may change, suspend or withdraw any part of the Website at any time and does not promise that it will be available, complete or free of errors.

Order Forms. Bynn provides Services as each Order Form describes them, for the term and the Fees it states. An Order Form may set out a scope of work, milestones, Deliverables, acceptance criteria, service levels, hosting and deployment arrangements and any other terms the parties agree.

Right to use the Services. Subject to the Agreement and to payment of the Fees, Bynn grants the Customer, during the term of the relevant Order Form or Plan, a limited, non-exclusive, non-transferable and revocable right to access and use the Services and the Documentation, within the limits the Order Form or the Plan states, for the Customer's internal business purposes and to provide its own products and services to its customers.

Restrictions. Except as an Order Form expressly permits, the Customer shall not, and shall not permit any person to:

1. (a)(a) use the Services in breach of the Acceptable Use Policy or Applicable Law;
2. (b)(b) reverse engineer, decompile or disassemble any hosted Service or Model, or attempt to derive its source code, weights, parameters, training data or design, except to the extent Applicable Law expressly permits despite this restriction;
3. (c)(c) use the Services or any Output to develop, train or improve a model or service that competes with the Services, including by systematically collecting Outputs to build a dataset;
4. (d)(d) sell, resell, rent or lease the Services, or offer them to third parties as a standalone service;
5. (e)(e) circumvent usage limits, rate limits or any access or security control; or
6. (f)(f) interfere with the integrity or performance of the Services, or test their security without Bynn's prior written permission.

Changes in scope. Either party may propose a change to the scope of an Order Form. A change binds only once both parties have agreed it in writing, with any adjustment to the Fees, the timeline and the Deliverables.

Cooperation. The Customer shall provide the information, data, access, decisions and personnel that the Services reasonably require, in time. Bynn is not responsible for a delay or a failure to the extent caused by the Customer's failure to do so.

Acceptance of Deliverables. Where an Order Form sets acceptance criteria, the Customer shall test each Deliverable against them within ten (10) business days of delivery and notify Bynn in writing of any material non-conformity, which Bynn shall then use commercially reasonable efforts to correct. A Deliverable is accepted when the Customer confirms acceptance, when that period ends without notice of a non-conformity, or when the Customer uses it in production, whichever comes first.

Personnel and subcontractors. Bynn may use its Affiliates and subcontractors to perform the Services, and remains responsible for their performance as for its own.

Deployment on the Customer's infrastructure. Where an Order Form provides for a Model or software to run on hardware or in a cloud account that the Customer owns or controls, the Customer receives a licence to run it only as the Order Form states; is solely responsible for the security, operation and updating of that environment; shall not copy, extract, inspect, modify or disclose the Model's weights or the software's code except as needed to run them as the Documentation describes; and shall delete every copy, and certify the deletion on request, when the Order Form ends.

Support and service levels. Bynn provides support as the Order Form or the Plan states. No service level or availability commitment applies unless an Order Form, or the description published for the Customer's Plan, expressly states one, and a commitment so stated applies only on the terms, measurement and remedies stated with it.

Preview and research features. Features, Models or Services that Bynn identifies as preview, beta, experimental or research are provided for evaluation, may be changed or withdrawn at any time, and are excluded from every warranty, indemnity and service commitment in the Agreement.

Accounts. The Customer shall give accurate registration information when it creates an Account and keep it current, shall keep its credentials and API keys confidential and secure, and is responsible for all activity under its Account. It shall notify security@bynn.com promptly of any unauthorised access to or use of its Account. Bynn may require a business email address, or other information about the Customer, before it opens an Account or a Plan.

Plans. Through its Account the Customer may use a free Plan or buy a paid Plan. A Plan provides the features, usage limits and included volumes published for it when the Customer selects or changes it. Bynn may change the Plans it offers; a change to the Fees or the included volumes of the Customer's current paid Plan takes effect from its next billing period, after at least thirty (30) days' notice.

Free Plans and trials. A free Plan, a trial and any free use of a Product on its website are provided as is, within the limits Bynn sets, and Bynn may change, limit or end them at any time. Section 13.2 does not apply to them.

Lawful use. The Customer shall use the Services in compliance with the Agreement and Applicable Law, including data protection, consumer protection, anti-discrimination and artificial intelligence law.

Rights in Customer Data. The Customer represents and warrants that it has all rights, notices, consents and lawful bases needed to submit Customer Data to Bynn and to have Bynn process it under the Agreement, and that the processing will not infringe or violate any person's rights.

Decisions about people. Where the Customer uses the Services to support decisions that produce legal or similarly significant effects on natural persons, it shall provide the human review that Section 3 of the Acceptable Use Policy requires: review by a qualified person before the decision takes effect, or, for age assurance and identity verification, a way for the person to obtain human review, contest the result and use another method.

Regulated AI systems. Where the Customer's use of the Services forms part of an AI system that Applicable Law regulates, such as a high-risk AI system under the EU AI Act, the Customer is the deployer or provider of that system and is responsible for the obligations that the law places on it, including transparency, human oversight, risk management and impact assessment. Bynn shall provide the information about the Services that the Customer reasonably requests for that purpose.

Health information and other regulated data. The Customer shall not submit:

1. (a)(a) protected health information within the meaning of HIPAA, unless the parties have signed a Business Associate Agreement; or
2. (b)(b) payment card data, or any other category of data that requires specific contractual terms under Applicable Law, unless the Order Form provides for it.

Disclosure of automation. Where Applicable Law or the circumstances require that people be told that they are interacting with an AI system, or that a decision was automated, the Customer shall tell them.

Nature of Outputs. Outputs are generated by Models that learn from data and are probabilistic. An Output may be inaccurate, incomplete or biased, and the same input may produce different Outputs.

The Customer's responsibility. The Customer is solely responsible for evaluating each Output before relying on it, for every decision it makes and action it takes or omits with the use of an Output, and for the products and services it builds with the Services.

No professional advice. Outputs are not legal, medical, financial, engineering or other professional advice, and shall not be relied on as a substitute for it.

Similar Outputs. Outputs that Bynn provides to other customers may be similar to the Customer's, and the Customer's rights in its Outputs do not extend to them.

Ownership. As between the parties, the Customer owns Customer Data. The Agreement transfers no ownership of Customer Data to Bynn.

Licence to Bynn. The Customer grants Bynn and its subcontractors a worldwide, non-exclusive, royalty-free licence to host, copy, process, transmit and display Customer Data to the extent needed to provide the Services, to prevent or address security, technical and support issues, and to comply with Applicable Law.

Model improvement. Bynn uses Customer Data to develop, train or improve its Models only:

1. (a)(a) as an Order Form or the applicable Product Terms permit; or
2. (b)(b) for Agemin, to improve its liveness detection with the captures of completed age checks that Section 5.4 of the Privacy Policy and Section 4.5 of the Data Processing Addendum describe, unless the Customer has opted out of that use for its website, which it may do at any time by notice to privacy@bynn.com.

Otherwise Bynn shall not use Customer Data for that purpose.

Personal Data. Where Bynn processes Personal Data in Customer Data on the Customer's behalf, Bynn acts as its processor or service provider, and the Data Processing Addendum governs that processing and prevails over these Terms as to it. It applies to every Account and every Order Form without signature, and Bynn countersigns a copy on request to privacy@bynn.com.

Security. Bynn maintains technical and organisational measures designed to protect Customer Data against unauthorised access, loss and disclosure, appropriate to the risk, as further described in the Data Processing Addendum and the Order Form.

Usage data and aggregated data. Bynn may collect technical data about the operation and use of the Services, such as logs, performance metrics and error reports, and may use it, and data aggregated or de-identified so that it identifies neither the Customer nor any person, to operate, secure, support and improve the Services.

Legal requests. If a governmental authority requests Customer Data, Bynn shall, where legally permitted, notify the Customer and give it a reasonable opportunity to seek protective treatment, and shall disclose only what the law requires.

Return and deletion. When an Order Form ends or an Account is closed, Bynn shall make the Customer Data it still holds for it available for export for thirty (30) days on request, and then delete it, except where Applicable Law requires otherwise or the Order Form provides for a different period.

Bynn's property. Bynn and its licensors own all right, title and interest, including all intellectual property rights, in the Website, the Services, the Models, the Documentation, Bynn's methods, tools and know-how, and all improvements and derivatives of any of them. The Agreement transfers no ownership to the Customer, and all rights not expressly granted are reserved.

Deliverables. Ownership of Deliverables is as the Order Form states. Where it is silent, Bynn retains ownership and grants the Customer, on payment of the Fees, a perpetual, non-exclusive, non-transferable licence to use the Deliverables for its internal business purposes. Bynn's pre-existing materials and general-purpose tools and Models remain Bynn's in every case, and are licensed to the Customer only as needed to use the Deliverables.

Outputs. As between the parties, and subject to Section 7.5 and the Customer's compliance with the Agreement, the Customer owns the Outputs generated from its Customer Data, to the extent Applicable Law allows rights in them.

Feedback. The Customer grants Bynn a perpetual, irrevocable, worldwide, royalty-free, fully paid, transferable and sublicensable licence to use and exploit Feedback for any purpose, without obligation to the Customer. Feedback is provided as is, and Bynn is not obliged to use it.

Names and marks. The names, logos and marks of Bynn and its Products are Bynn's. Neither party may use the other's names, logos or marks without its prior written consent, except that the Customer may state accurately that its product uses a Bynn Service.

Customer references. Bynn may identify the Customer as a customer, by its name and logo, only with the Customer's prior written consent, which the Customer may withdraw at any time by notice to legal@bynn.com.

Fees. The Customer shall pay the Fees stated in each Order Form and for its Plan. Except as the Agreement expressly provides or Applicable Law requires, Fees are non-cancellable and non-refundable.

Invoices and late payment. Unless the Order Form states otherwise, Bynn invoices the Fees under an Order Form in advance and the Customer shall pay each invoice within thirty (30) days of its date. Overdue amounts bear interest at one percent (1%) per month, or the maximum rate permitted by Applicable Law if lower, from the due date until paid, and Bynn may recover its reasonable costs of collection.

Taxes. Fees exclude taxes. The Customer shall pay all sales, use, value added, goods and services, withholding and similar taxes on the Fees, other than taxes on Bynn's net income. Where the Customer must withhold tax, it shall gross up its payment so that Bynn receives the full amount invoiced.

Expenses. The Customer shall reimburse the reasonable travel and other expenses that Bynn incurs in performing the Services, where the Order Form provides for them or the Customer approves them in advance.

Disputed charges. The Customer shall notify Bynn in writing of any disputed charge within sixty (60) days of the invoice date, with the reasons, and shall pay the undisputed amount when due. The parties shall work in good faith to resolve the dispute.

Paid Plans. Fees for a paid Plan are charged in advance for each billing period to the payment method in the Account, through Bynn's payment provider, and usage beyond the Plan's included volume is charged at the rates published for the Plan. A paid Plan renews for successive billing periods until the Customer cancels it in its Account or by notice to Bynn. A cancellation takes effect at the end of the billing period then current, and Fees already charged are not refunded except as the Agreement provides or Applicable Law requires.

Grounds. Bynn may suspend all or part of the Customer's access to the Services or its Account, or a visitor's access to the Website, if:

1. (a)(a) the Customer or the visitor breaches the Acceptable Use Policy;
2. (b)(b) the use poses a security risk to, or threatens the stability, availability or integrity of, the Services, the Website or any other customer;
3. (c)(c) Applicable Law or a governmental authority requires it;
4. (d)(d) Fees are more than thirty (30) days overdue after notice; or
5. (e)(e) Bynn reasonably suspects fraud or unauthorised access.

Notice and restoration. Where legally permitted and practicable, Bynn shall give the Customer notice of a suspension and its reason, limit it to what the cause requires, and restore access promptly once the cause has been resolved. A suspension does not relieve the Customer of its payment obligations.

Confidential Information means non-public information that one party (the Discloser) discloses to the other (the Recipient) and that is marked as confidential or would reasonably be understood to be confidential. Bynn's Confidential Information includes the non-public aspects of the Services and the Models, the terms of Order Forms and Bynn's security information. The Customer's Confidential Information includes its Customer Data. Confidential Information does not include information that the Recipient can show (a) is or becomes public through no breach of the Agreement; (b) was known to it without restriction before disclosure; (c) was independently developed without use of the Discloser's information; or (d) was received from a third party without a duty of confidentiality.

Obligations. The Recipient shall use the Discloser's Confidential Information only to perform its obligations and exercise its rights under the Agreement, shall disclose it only to its and its Affiliates' employees, contractors, professional advisers and subcontractors who need to know it and are bound by obligations at least as protective as this Section 12, and shall protect it with at least reasonable care.

Compelled disclosure. The Recipient may disclose Confidential Information to the extent required by Applicable Law, giving the Discloser prompt notice where legally permitted and reasonable assistance, at the Discloser's cost, to seek protective treatment.

Duration and remedies. These obligations continue for five (5) years after the end of the Agreement, and for trade secrets and Customer Data for as long as they remain such or are retained. A breach of this Section 12 may cause irreparable harm, for which the Discloser may seek injunctive relief in addition to any other remedy.

Mutual warranty. Each party warrants that it has full power and authority to enter into and perform the Agreement.

Services warranty. Bynn warrants to the Customer that it will perform the Services with reasonable skill and care, in a professional manner consistent with generally accepted industry practice, and that the Services will perform materially as the Order Form and the Documentation describe. The Customer shall notify Bynn in writing of any breach of this warranty within thirty (30) days of first becoming aware of it. As the Customer's sole and exclusive remedy and Bynn's entire liability for such a breach, Bynn shall re-perform or correct the non-conforming Services and, if it cannot do so within a reasonable period, either party may terminate the affected Services and Bynn shall refund the prepaid Fees attributable to them.

Disclaimer. Except as expressly stated in Section 13.2, and to the maximum extent permitted by Applicable Law, the Website, the Services, the Models, Outputs, Deliverables and the Documentation are provided "as is" and "as available". Bynn, its Affiliates, licensors and suppliers disclaim all warranties, conditions and representations, whether express, implied or statutory, including any implied warranty of merchantability, satisfactory quality, fitness for a particular purpose, title, non-infringement, accuracy and quiet enjoyment, and any warranty arising from a course of dealing or usage of trade.

No guarantee of results. No Model is correct in every case. Without limiting Section 13.3, Bynn does not warrant that:

1. (a)(a) the Website or the Services will be uninterrupted, timely, secure or free of errors;
2. (b)(b) any Output will be accurate, complete, fair, unbiased or fit for any decision;
3. (c)(c) the Services will detect every instance of fraud, manipulation or misuse they are designed to detect;
4. (d)(d) the Services will meet the Customer's requirements or achieve any particular result; or
5. (e)(e) research results, benchmarks or other performance statements published by Bynn will be reproduced in the Customer's use.

Non-excludable terms. Where Applicable Law implies a warranty or condition that cannot be excluded, it applies only to the minimum extent the law requires and, where the law permits, Bynn's liability for its breach is limited, at Bynn's option, to supplying the Services again or paying the cost of having them supplied again.

By the Customer. The Customer shall defend, indemnify and hold harmless Bynn, its Affiliates and their respective officers, directors, employees and agents (the Bynn Indemnitees) from and against every claim, demand, suit or proceeding brought by a third party or a governmental authority, and every resulting loss, damage, liability, fine, penalty, settlement, cost and expense, including reasonable legal fees, arising out of or relating to:

1. (a)(a) Customer Data, including any claim that its submission or processing under the Agreement infringes or violates any right or law;
2. (b)(b) any decision made, or action taken or omitted, by the Customer or its customers with the use of any Output;
3. (c)(c) the Customer's products and services, and their use of the Services;
4. (d)(d) any breach of the Acceptable Use Policy or Section 7.4; or
5. (e)(e) the Customer's breach of Section 6 or of Applicable Law, or its fraud, gross negligence or wilful misconduct.

By Bynn. Subject to Section 14.3 to Section 14.5 and Section 15, Bynn shall defend the Customer against any third-party claim alleging that the Services or Deliverables, as provided by Bynn and used in accordance with the Agreement, infringe that third party's patent, copyright or trademark or misappropriate its trade secret (an IP Claim), and shall pay the damages and costs finally awarded against the Customer, or agreed by Bynn in settlement, in respect of the IP Claim.

Exclusions. Bynn has no obligation under Section 14.2 for any IP Claim to the extent it arises from:

1. (a)(a) Customer Data, or the Customer's specifications, materials or instructions;
2. (b)(b) the combination of the Services with any product, service, data or process that Bynn did not provide, where the claim would not have arisen but for the combination;
3. (c)(c) any modification by anyone other than Bynn;
4. (d)(d) use other than in accordance with the Agreement or the Documentation;
5. (e)(e) continued use after Bynn has offered a modification or replacement under Section 14.4; or
6. (f)(f) preview, research or free Services.

Bynn's options. If the Services become, or in Bynn's opinion are likely to become, the subject of an IP Claim, Bynn may at its option and expense (a) procure for the Customer the right to continue using them; (b) modify or replace them so that they are no longer infringing while providing materially equivalent functionality; or (c) where neither is commercially reasonable, terminate the affected Services and refund the prepaid Fees attributable to them. This Section 14 states Bynn's entire liability, and the Customer's sole and exclusive remedy, for any IP Claim.

Procedure. The party seeking indemnity shall (a) notify the indemnifying party in writing promptly, provided that a delay relieves the indemnifying party only to the extent it is prejudiced; (b) give the indemnifying party sole control of the defence and settlement, except that a settlement imposing any non-monetary obligation or admission on the indemnified party requires its consent, not to be unreasonably withheld; and (c) provide reasonable cooperation at the indemnifying party's expense.

Excluded losses. To the maximum extent permitted by Applicable Law, in no event shall Bynn, its Affiliates, licensors or suppliers be liable, under or in connection with the Agreement, the Website or the Services, whether in contract, tort (including negligence), strict liability, breach of statutory duty or otherwise, for any:

1. (a)(a) indirect, incidental, special, consequential, exemplary or punitive damages;
2. (b)(b) loss of profits, revenue, business, anticipated savings or goodwill;
3. (c)(c) loss or corruption of data, or cost of substitute goods or services; or
4. (d)(d) loss arising from any decision made, or action taken or omitted, on the basis of an Output,

even if advised of the possibility of such loss and even if a limited remedy fails of its essential purpose.

Aggregate cap. To the maximum extent permitted by Applicable Law, the total aggregate liability of Bynn, its Affiliates, licensors and suppliers arising out of or relating to the Agreement, for all claims combined, shall not exceed the Fees paid by the Customer to Bynn under the Order Form or for the Plan giving rise to the claim in the twelve (12) months immediately before the event giving rise to it. Bynn's total liability arising out of the use of the Website alone, or of a free Plan, shall not exceed one hundred United States dollars (USD 100).

Liability that cannot be limited. Nothing in the Agreement excludes or limits any liability that cannot be excluded or limited under Applicable Law, which may include liability for death or personal injury caused by negligence, for fraud or fraudulent misrepresentation, and, in some jurisdictions, for gross negligence or wilful misconduct.

The Customer's liability. Nothing in this Section 15 limits the Customer's obligation to pay Fees, its obligations under Section 14.1, or its liability for breach of Section 5.3, Section 7.4 or the Acceptable Use Policy, or for infringement or misappropriation of Bynn's intellectual property.

Basis of the bargain. The parties agree that the Fees reflect the allocation of risk in this Section 15 and in Section 7, Section 13 and Section 14, which form an essential basis of the Agreement.

Term. The Agreement begins on acceptance under Section 2.2 and continues while any Order Form is in effect or the Customer holds an Account. Each Order Form runs for the term it states, and each paid Plan for its billing periods under Section 10.6. The Customer may close its Account at any time, which ends any paid Plan at the end of the billing period then current. Bynn may end a free Plan, or close an Account that has no paid Plan, on at least thirty (30) days' notice.

For breach. Either party may terminate an Order Form or a paid Plan by notice if the other party materially breaches the Agreement and fails to cure the breach within thirty (30) days after receiving notice of it.

Immediate termination. Either party may terminate the Agreement with immediate effect by notice if the other becomes insolvent, enters bankruptcy, administration, liquidation or any similar process, or ceases to carry on business. Bynn may also terminate with immediate effect if the Customer materially or repeatedly breaches the Acceptable Use Policy, or becomes a person described in Section 18.2(b).

Effect of termination. On termination of an Order Form or a Plan, every right and licence granted under it ends, the Customer shall stop using the Services under it, and all unpaid Fees for Services performed become due. Section 8.8 applies to Customer Data. Where the Customer terminates under Section 16.2, Bynn shall refund the prepaid Fees for Services not yet performed.

Survival. Section 1, Section 6.2, Section 7, Section 8.6, Section 9, Section 12, Section 13.3 to Section 13.5, Section 14, Section 15, Section 16.4, Section 16.5, Section 18, Section 19 and Section 20 survive termination, together with Section 10 for amounts that have accrued and every other provision that by its nature is intended to survive.

Notice of material changes. Bynn may update these Terms and the documents they incorporate, and publishes each version on the Website with its date. Bynn shall give Customers at least thirty (30) days' notice of a material change before it takes effect, by email to their contact or by notice on the Website.

Changes required by law. A change required by Applicable Law, or urgently needed for safety or security, may take effect on the date the law or the need requires, with notice as soon as practicable.

Order Forms in effect. A change does not alter the commercial terms of an Order Form in effect. If a Customer does not accept a material change, it may terminate the affected Order Form or paid Plan by notice before the change takes effect, and Bynn shall refund the prepaid Fees for Services not yet performed.

Signed documents. An Order Form may be amended only by a document signed by both parties. Visitors to the Website are bound by the version of these Terms published on the Website when they use it.

Compliance. Each party shall comply with the export control and economic sanctions laws that apply to it, including those of the United States, the European Union, the United Kingdom and the United Nations.

Prohibited destinations, persons and end uses. The Customer shall not access, use, export, re-export or transfer the Services, any Model or any Output, or make them available:

1. (a)(a) in or to any country or region subject to comprehensive sanctions or embargo;
2. (b)(b) to or for any person named on a restricted party list maintained by any of the authorities in Section 18.1, or owned fifty percent (50%) or more by such persons; or
3. (c)(c) for any end use prohibited by export control law, including the development of weapons of mass destruction, or any military end use without the required authorisation.

Anti-corruption. Each party shall comply with applicable anti-bribery and anti-corruption laws, including the United States Foreign Corrupt Practices Act and the United Kingdom Bribery Act 2010, and has not offered, given or received any bribe or improper payment in connection with the Agreement.

Breach. A breach of this Section 18 is a material breach, for which Bynn may suspend or terminate the Agreement immediately.

Governing law. The Agreement, the use of the Website, and any dispute or claim arising out of or in connection with them, including non-contractual disputes or claims, are governed by the laws of the State of Delaware, United States, without regard to its conflict of laws rules. The United Nations Convention on Contracts for the International Sale of Goods and the Uniform Computer Information Transactions Act do not apply.

Venue. Subject to Section 19.3 to Section 19.5, the state and federal courts located in the State of Delaware, United States have exclusive jurisdiction over any such dispute or claim, and each party submits to their jurisdiction.

Binding arbitration, class action waiver and jury waiver. Except as Section 19.4 and Section 19.5 provide, any dispute or claim arising out of or in connection with the Agreement, the Services or the Website that is not resolved under Section 19.6 shall be finally resolved by binding arbitration administered by JAMS under its Comprehensive Arbitration Rules and Procedures in force when the arbitration begins, before a single arbitrator, seated in San Francisco, California, United States, in the English language. The Federal Arbitration Act governs this Section 19.3. Judgment on the award may be entered in any court of competent jurisdiction.

1. (a)(a) Each party may bring a claim against the other only in its individual capacity and not as a plaintiff or class member in any purported class, collective, consolidated or representative proceeding. If this class action waiver is found unenforceable as to a claim, that claim shall be heard in the courts under Section 19.2 and not in arbitration.
2. (b)(b) To the extent permitted by Applicable Law, each party waives any right to a trial by jury in any proceeding arising out of or in connection with the Agreement.
3. (c)(c) This Section 19.3 does not apply to a Customer that is established in the European Economic Area, the United Kingdom or Switzerland, unless it agrees to arbitration in an Order Form.

Mandatory local rights. Where the law that applies to a party gives it a mandatory right to bring proceedings in its own courts or to rely on its own law, nothing in this Section 19 deprives it of that right.

Injunctive relief. Either party may seek injunctive or other equitable relief in any court of competent jurisdiction to protect its intellectual property or Confidential Information.

Informal resolution. Before starting formal proceedings, other than under Section 19.5, a party shall give the other written notice of the dispute, in Bynn's case to legal@bynn.com, and the parties shall try in good faith to resolve it within thirty (30) days.

Notices. Bynn may give notices by email to the Customer's contact or, for changes that affect all customers or visitors, by publication on the Website. Notices to Bynn shall be sent to legal@bynn.com, and security notices to security@bynn.com. An email notice is deemed received on the business day after it is sent.

Assignment. Neither party may assign or transfer the Agreement without the other's prior written consent, except that either party may assign it to an Affiliate or in connection with a merger, acquisition, reorganisation or sale of all or substantially all of its business or assets, on notice. Any purported assignment in breach of this Section 20.2 is void.

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 natural disasters, epidemics, war, terrorism, civil unrest, acts of government, labour disputes, failures of the internet, utilities or third-party infrastructure, and cyberattacks not caused by that party's failure to maintain reasonable security.

Severability. If any provision of the Agreement is held invalid or unenforceable, it shall be enforced to the maximum extent permissible and modified to the minimum extent necessary to make it enforceable, and the remaining provisions remain in full force.

Waiver. No waiver is effective unless in writing, and a failure or delay in exercising any right is not a waiver of it.

Entire agreement. The Agreement is the entire agreement between the parties about its subject matter and supersedes all prior agreements, proposals and representations about it. Terms in any purchase order or other Customer document do not apply, even if Bynn accepts the document.

Order of precedence. In the event of conflict, the following order applies: (a) the Data Processing Addendum, as to the processing of Personal Data; (b) an Order Form, as to the matters it expressly changes, including an express change to Product Terms (Section 3.4); (c) Product Terms, as to the Product they govern; (d) these Terms; (e) the Acceptable Use Policy; (f) the description of the Customer's Plan; and (g) the Documentation. No Order Form may permit a use that the Acceptable Use Policy prohibits, except to the extent it expressly does so with reference to that Policy.

No third-party beneficiaries. The Agreement confers no rights on any third party, except that the Bynn Indemnitees may enforce Section 14.1.

Relationship. The parties are independent contractors. Nothing in the Agreement creates a partnership, joint venture, agency or employment relationship.

Government end users. The Services and the Documentation are commercial products, and commercial computer software and documentation as those terms are used in the United States Federal Acquisition Regulation and Defense Federal Acquisition Regulation Supplement, and are provided to government end users only with the rights set out in the Agreement.

Counterparts and electronic signature. Any document under the Agreement may be signed in counterparts and by electronic signature, each of which is an original.