Bynn Intelligence Inc. – Terms & Conditions

Effective Date: January 1, 2025 (or the date you accept these Terms)

PLEASE READ THESE TERMS CAREFULLY. By using or accessing the identity verification, KYC, KYB, AML, and AI-based fraud detection services of Bynn Intelligence Inc. (“Bynn”, “we”, “us” or “our”), you (the “Customer”) agree to be bound by these Terms & Conditions (this “Agreement”). Bynn is a Delaware corporation providing global identity verification, Know Your Customer (KYC) and Know Your Business (KYB) compliance tools, anti-money laundering (AML) screening services, and AI-powered fraud detection solutions for businesses (collectively, the “Services”). If you do not agree to these Terms, you must not use the Services.

This Agreement is effective as of the date you first accept it or first use the Services, whichever comes first. It is a legally binding contract between Customer and Bynn governing Customer’s use of the Services.

1. Definitions

For purposes of this Agreement, the following terms have the meanings set forth below:

• “Affiliate” – any entity that directly or indirectly controls, is controlled by, or is under common control with a party, where “control” means ownership of more than 50% of the voting interests of the entity​.
• “Authorized User” – any employee, contractor, or agent of Customer (or other person under Customer’s control) whom Customer authorizes to use or access the Services on Customer’s behalf.
• “End User” – any individual whose identity, information, or documents are verified, screened, or processed by Customer using the Services (for example, Customer’s customer or client undergoing a KYC/AML check).
• “Services” – the products and services provided by Bynn under this Agreement, including identity verification, document authentication, biometric verification (e.g. face matching), KYC/KYB due diligence checks, AML watchlist screening, AI-based fraud detection tools, and any related software, APIs, websites, dashboards, or documentation.
• “Order Form” – any ordering document, online signup form, or proposal (including any “Service Order” or similar instrument) that references these Terms and sets out the specific Services, fees, volume, and any other transaction-specific details. Each Order Form once accepted is incorporated into this Agreement.
• “Fees” (or “Service Fees”) – the amounts owed by Customer to Bynn for use of the Services, as specified in an Order Form or fee schedule (e.g. per verification fees, subscription fees, or other charges).
• “Confidential Information” – any non-public information disclosed by one party (“Discloser”) to the other (“Recipient”) that is identified as confidential or that should reasonably be understood to be confidential given the nature of the information and circumstances of disclosure. Confidential Information includes, without limitation, business plans, technical data, trade secrets, pricing, Customer Data (as defined below), and the non-public aspects of the Services. Confidential Information does not include information that: (i) is or becomes publicly available without breach of this Agreement; (ii) was rightfully known by Recipient without confidentiality obligation before disclosure; (iii) is independently developed by Recipient without use of Discloser’s information; or (iv) is rightfully obtained by Recipient from a third party without confidentiality obligations.
• “Customer Data” – any data, content, or information (including personal data of End Users) that Customer or its End Users provide to Bynn or upload to the Services for processing (such as identity documents, photographs, personal identifiers, business details, etc.). Customer Data includes results generated from processing such data (e.g. verification results), but excludes Bynn’s internally developed data, models, or analytics.
• “Applicable Laws” – all applicable laws, statutes, regulations, rules, orders, and ordinances of any jurisdiction that apply to either party or to the activities under this Agreement. Applicable Laws include, without limitation, data protection and privacy laws (such as the EU General Data Protection Regulation (GDPR) and similar laws), anti-money laundering/counter-terrorist financing laws, financial services regulations, sanctions and export control laws, and any laws relating to the processing of personal information or identity verification.

2. Provision of Services and License

2.1 Provision of Services. During the term of this Agreement, and subject to Customer’s compliance with the Agreement, Bynn will provide Customer with access to the Services as specified in an Order Form or as otherwise agreed. Bynn will use reasonable care and skill in providing the Services consistent with industry standards. Customer acknowledges that the Services may be provided or accessible via online platforms, application programming interfaces (APIs), or software provided by Bynn. Bynn may update, improve, or modify the features and functionality of the Services from time to time in its discretion (for example, to enhance security or comply with legal requirements), provided that no such change will materially reduce the core functionality of the Services for which Customer has paid. Bynn will make reasonable efforts to minimize any disruption to Customer’s use of the Services when implementing updates or maintenance.

2.2 License Grant. Subject to the terms and conditions of this Agreement (including payment of Fees), Bynn grants Customer a limited, non-exclusive, non-transferable right and license during the term of this Agreement to access and use the Services for Customer’s internal business purposes of verifying identities, performing KYC/KYB due diligence, conducting AML checks, and detecting fraud with respect to Customer’s End Users​. Customer may permit its Authorized Users to access and use the Services on its behalf, and may use the verification results and reports generated by the Services for its legitimate business purposes (e.g. onboarding customers, fraud prevention, regulatory compliance). All rights not expressly granted to Customer are reserved by Bynn and its licensors.

2.3 Restrictions on Use. Customer shall not (and shall not allow any third party to) do any of the following:

• Unauthorized Distribution: License, sublicense, sell, resell, rent, lease, transfer, assign, distribute, or otherwise commercially exploit or make the Services (or any component thereof) available to any third party, except Authorized Users and as expressly permitted by this Agreement. The Services are for Customer’s internal use only and may not be used to provide services to third parties (e.g. as a service bureau) without Bynn’s prior written consent.
• Reverse Engineering: Copy, modify, adapt, translate, or create derivative works of the Services, or attempt to reverse engineer, decompile, disassemble or otherwise attempt to derive the source code or underlying ideas, algorithms, or trade secrets of any software or algorithms of the Services (except to the extent this restriction is prohibited by Applicable Law).
• Misuse of Service: Use the Services in any manner that violates Applicable Laws or regulations, including but not limited to data protection, privacy, export control, or AML laws, or for any unlawful, fraudulent, deceptive, or abusive purpose. For example, Customer shall not use the Services to verify identities for purposes of identity theft, to circumvent legal requirements, or in connection with any activities or businesses that are illegal.
• Data Restrictions: Submit or transmit via the Services any material or data that: (i) Customer has no right to provide or that infringes or misappropriates any intellectual property or privacy rights of any person; or (ii) is defamatory, obscene, or otherwise unlawful. Customer will not input any sensitive personal data into the Services except as necessary for the intended verification/fraud prevention purposes (for instance, uploading an identity document and related personal info is acceptable, but uploading unrelated health or payment data into an identity verification workflow is not permitted).
• Interference: Interfere with or disrupt the integrity or performance of the Services or the data contained therein. This includes not engaging in any activity that may overwhelm or harm the Services (such as a denial-of-service attack or transmitting malicious code). Customer shall not attempt to gain unauthorized access to the Services or circumvent any security measures of the Services.
• Competitive Purposes: Use the Services (or any reports or output from the Services) to develop or enhance any competing product or service, or otherwise use or analyze the Services for competitive benchmarking or analysis except for internal evaluation of the Services for Customer’s own use. Furthermore, Customer shall not remove, alter, or obscure any copyright, trademark, or other proprietary notices on the Services or any reports generated by the Services.
• Compliance with Limits: Exceed any usage limits or parameters for the Services that are agreed in an Order Form or documentation. For example, if an Order Form limits the number of identity verification checks per month, Customer will not intentionally exceed that volume without purchasing additional capacity.

Bynn reserves the right to immediately suspend or limit Customer’s access to the Services if Customer’s use (or End Users’ use) of the Services is causing harm to Bynn’s systems or is in breach of the restrictions above, and Bynn will notify Customer of the suspension and cooperate to resolve the issue causing the suspension. Repeated or serious violations may result in termination of this Agreement for cause as detailed in Section 10.

3. Fees and Payment

3.1 Fees. Customer agrees to pay all Fees for the Services as set forth in the applicable Order Form or pricing plan. Fees may be charged on a per-lookup/verification basis, subscription basis, or other usage metric, as specified in the Order Form. Unless otherwise stated, all Fees are in U.S. dollars. Bynn will either invoice Customer for Fees (on a schedule specified in the Order Form, e.g. monthly in arrears, or annually in advance) or charge Customer’s provided payment method (such as credit card) in accordance with the agreed billing cycle.

3.2 Payment Terms. Invoiced amounts are due and payable within thirty (30) days from the invoice date, unless a different payment period is stated in the Order Form. If Fees are charged to a credit card or via electronic payment, Customer authorizes Bynn (or its payment processor) to charge the Fees to the provided payment instrument, and Customer will ensure its payment information is accurate and up to date.

3.3 Late Payments. If Customer fails to pay any undisputed Fees by the due date (and excepting any amounts disputed in good faith), Bynn may charge interest on the past due amount at the rate of 1.5% per month (or the highest rate permitted by law, if lower), from the due date until the date of payment. Additionally, if any payment is over 30 days past due, Bynn may, after providing a notice of delinquency, suspend Services until payment is made​. Bynn will provide at least 5 business days’ notice prior to suspension for non-payment, and will not exercise this suspension right if Customer has notified Bynn of a legitimate dispute regarding the charges. Customer will be responsible for Bynn’s reasonable costs of collection on overdue amounts.

3.4 Taxes. All Fees are exclusive of any sales, use, value-added, withholding, or similar taxes or duties. Customer is responsible for all taxes and duties assessed in connection with this Agreement and the Services, except for taxes on Bynn’s net income. If any withholding tax is required by law, Customer shall notify Bynn and cooperate to furnish documentation so that Bynn can claim any available exemptions or credits, and Customer will gross-up payments such that Bynn receives the full invoiced amount.

3.5 No Refunds. Except as expressly provided in this Agreement or required by law, all Fees are non-cancellable and non-refundable. Customer is responsible for paying for all Services ordered for the entire term of the Order Form, even if actual usage is lower, except in the case of Bynn’s breach or as otherwise provided in Section 10 (Termination).

3.6 Fee Increases. Bynn may update the pricing for the Services at the time of renewal of any subscription term or upon the start of any extended renewal term, by providing at least 45 days’ prior notice to Customer (for example, via email or on the invoice). If Customer does not agree to a fee increase, Customer may elect not to renew the Services as described in Section 10.1. Continued use of the Services into a renewal term shall constitute acceptance of the new Fees.

4. Customer Obligations

4.1 Compliance with Laws. Customer shall use the Services in compliance with all Applicable Laws, including but not limited to privacy and data protection laws, consumer protection laws, anti-money laundering (AML) and counter-terrorism financing regulations, and any regulatory requirements applicable to Customer’s industry (for example, if Customer is a financial institution, it must still comply with its own Know-Your-Customer obligations). It is Customer’s responsibility to determine whether the Services’ features meet Customer’s regulatory requirements and to use the Services in a manner consistent with those requirements. Bynn does not guarantee that use of the Services, by itself, will make Customer compliant with any laws or regulations (see Section 7, “Disclaimers”).

Customer represents and warrants that neither Customer nor any of its beneficial owners is located in, or a national or resident of, any country that is embargoed or highly restricted under U.S. export control or economic sanctions laws (including, but not limited to, Cuba, Iran, North Korea, Syria, or the Crimea region) and that Customer is not listed on any U.S. government list of prohibited or restricted parties​. Customer shall not use the Services to conduct business with or on behalf of any person or entity to whom such use is prohibited under Applicable Laws (for example, verifying identities of individuals located in sanctioned jurisdictions where such verification would violate U.S. law).

4.2 Lawful Basis and Consents for Data. Customer is responsible for ensuring that it has all necessary and appropriate rights and legal bases to provide Customer Data (including personal data about End Users) to Bynn for processing in connection with the Services​. This means Customer represents and warrants that: (a) Customer has obtained any required consents from End Users to allow Bynn to collect, receive, and process their personal data (including any biometric identifiers such as facial images for face recognition) for the purposes of identity verification, fraud detection, and compliance screening, orCustomer has another valid legal basis under Applicable Law to disclose such personal data to Bynn and to permit Bynn to process it on Customer’s behalf; and (b) Customer has provided all notices to End Users required by Applicable Law (for instance, a privacy notice informing the individual that their data will be shared with a third-party verification service). Customer will not provide any personal data to Bynn unless it is legally permitted to do so. Customer hereby authorizes Bynn to process and use Customer Data for the purposes of providing the Services and as otherwise permitted by this Agreement. Customer is solely responsible for the accuracy, quality, and legality of Customer Data and the means by which Customer acquired the data.

Customer further represents that it has evaluated and determined that the Services, as provided by Bynn, are suitable for Customer’s intended use and compliant with any laws directly regulating Customer’s performance of identity verification, KYC, or AML obligations. If a particular use of the Services would violate any law applicable to Customer, Customer agrees not to engage in that use.

4.3 Acceptable Use and Conduct. Customer shall use the Services only for the purposes contemplated by this Agreement and shall not abuse the Services. Without limiting Section 2.3 (Restrictions) above, Customer agrees not to:

• Use the Services in a manner that is deceptive, harmful, threatening, harassing, or discriminatory, or that spreads misinformation.
• Use the Services to attempt to verify identity information that Customer has reason to believe is false, stolen, or obtained unlawfully (except to the extent that detecting such fraudulent information is itself the purpose – i.e., Customer should not itself engage in fraud or identity theft with the Service).
• Permit any unauthorized third party to access or use the Services, or share login credentials or API keys with any unauthorized person. Customer is responsible for maintaining the confidentiality and security of its accounts and authentication credentials (such as API keys or passwords) used to access the Services. Customer will notify Bynn promptly of any suspected unauthorized access to or misuse of its account or the Services.
• Attempt to use the Services to collect information about Bynn’s software or algorithms for any competitive purpose or to derive the underlying methodologies (except as allowed under reverse engineering laws for interoperability, in which case Customer must first request the necessary interoperability information from Bynn).

4.4 Cooperation and Information. Customer agrees to cooperate reasonably with Bynn in connection with providing the Services. This includes responding to Bynn’s reasonable requests for information or assistance that are necessary to provide the Services or to investigate issues. For example, if Bynn’s automated verification flags an identity document as potentially fraudulent, Bynn may request additional information from Customer or the End User; Customer will, to the extent feasible, assist in obtaining or providing such information. If the Services include features that require Customer’s configuration (for instance, setting risk thresholds or decision rules), Customer is responsible for properly configuring those settings per Bynn’s guidelines.

Customer shall provide Bynn with accurate contact information for an administrative contact who will receive Service-related notices (and update promptly if it changes). Customer is also responsible for obtaining any hardware, software, and Internet connectivity needed to access the Services.

4.5 Customer Responsibility for Results. Customer acknowledges that Bynn’s Services are tools to assist Customer in identity verification and fraud prevention, but Customer is solely responsible for any decisions or actions it takes based on the information or results provided by the Services. Customer assumes sole responsibility for any results obtained from the use of the Services and any decisions made or actions taken by Customer in reliance on the Services​. For example, it is Customer’s decision whether to approve or deny a transaction or customer onboarding after reviewing a verification result provided by Bynn. Bynn does not control and is not responsible for how Customer uses or implements the outputs of the Services.

4.6 Audits and Records. To the extent Customer is a regulated entity with KYC/AML obligations, Customer is responsible for maintaining its own records and audit trails as required by regulators. Bynn may provide logs or data regarding verifications (as part of the Service output), but Customer should ensure it retains any required information (either by exporting data from the Service or via Bynn’s reporting features) to satisfy its record-keeping obligations. Bynn shall reasonably assist with information requests necessary to demonstrate compliance if required by a regulator or auditor, provided such requests are within the scope of data Bynn processes and are not unduly burdensome.

5. Data Protection and Security

5.1 Data Processing Roles. The parties acknowledge that, in providing the Services, Bynn will be processing personal data on behalf of Customer (specifically, personal data of Customer’s End Users contained in Customer Data). In relation to such personal data, Customer is the “data controller” or “business” (the party that determines the purposes and means of processing), and Bynn is acting as a “data processor” or “service provider” (processing the data on Customer’s behalf), as those terms are defined under applicable data protection laws (e.g., GDPR, CCPA). Bynn shall process personal data only for the purpose of providing the Services and in accordance with Customer’s instructions as set forth in this Agreement and any Data Processing Addendum (“DPA”) the parties may enter into. If required by Applicable Law, the parties will enter into a separate DPA to address cross-border transfers and other data protection requirements; such DPA shall be incorporated by reference once executed.

5.2 Compliance with Privacy Laws. Each party agrees to comply with all Applicable Laws regarding the privacy and protection of personal data in connection with this Agreement. This includes (for Bynn) maintaining any necessary data processing registrations or safeguards, and (for Customer) obtaining any consents or providing any notices required to lawfully transfer personal data to Bynn for processing (as detailed in Section 4.2). Bynn will process Customer personal data in a manner consistent with commitments in its privacy policies and any applicable DPA, and will not “sell” personal data or use it for purposes other than providing the Services, in accordance with relevant privacy regulations.

5.3 Security Measures. Bynn will implement and maintain appropriate technical and organizational security measures to protect Customer Data (including personal data) against unauthorized or unlawful processing and against accidental loss, destruction, damage, theft, or disclosure. Such measures shall be in accordance with industry best practices for services of this nature, and may include encryption of personal data in transit and at rest, access controls, audit logs, network security protections, and regular security assessments. Bynn is ISO 27001 or SOC 2 (or similarly) certified, or employs equivalent safeguards, and will adhere to any specific security standards described in the Service documentation or a DPA. Customer is responsible for securely transmitting any data to Bynn (for example, using Bynn’s provided secure upload mechanisms or API endpoints).

5.4 Data Breach Notification. In the event Bynn becomes aware of a confirmed unauthorized access to or disclosure of Customer Data resulting from a breach of Bynn’s systems (a “Security Breach”), Bynn will promptly (without undue delay) notify Customer and provide information on the nature of the breach, affected data, and steps being taken to address it. Bynn will cooperate with Customer’s reasonable requests for further information regarding the Security Breach and measures taken, so that Customer can fulfill any reporting obligations. Bynn will also take appropriate actions to contain, investigate, and mitigate the Security Breach. Notification of a Security Breach will be delivered to Customer’s primary technical or privacy contact by reasonable means (e.g., email). Customer is solely responsible for determining whether to notify End Users or any third parties, and for doing so in compliance with law; however, Bynn will assist Customer as reasonably needed to comply with such laws.

5.5 Data Location and Transfers. Customer agrees that Bynn and its sub-processors may process and store Customer Data in any country in which Bynn or its service providers maintain facilities, provided that Bynn shall at all times ensure such processing is done in compliance with Applicable Laws. Bynn will take appropriate measures (such as EU Standard Contractual Clauses or other approved transfer mechanisms) to provide an adequate level of data protection for personal data that is transferred internationally. A list of the locations (regions) where Bynn processes data or a list of sub-processors may be provided in a DPA or on Bynn’s website, and Bynn will notify Customer of any new sub-processor that will handle Customer personal data, giving Customer the opportunity to object for reasonable grounds. If Customer objects and the parties cannot resolve the objection, Customer may terminate the affected Services with a pro-rated refund for any unused prepaid Fees.

5.6 Confidentiality of Personal Data. Without limiting Section 6 (Confidentiality), Bynn acknowledges that Customer Data may contain personal data subject to strict confidentiality requirements. Bynn will ensure that its employees, agents, and contractors who process Customer Data are bound by appropriate confidentiality obligations and are trained on data privacy and security.

5.7 Data Retention and Deletion. During the term of the Agreement, Bynn will retain Customer Data as needed to provide the Services. Bynn may offer Customer configurable retention settings (for example, to automatically delete personal data after a certain time). Upon termination of the Agreement or at Customer’s written request, Bynn will delete or return to Customer all personal data in Bynn’s possession that was processed on Customer’s behalf, except to the extent Bynn is required by law to retain it or has archived it on backup systems (in which case Bynn will securely protect and isolate it and delete in the normal course of backups). Bynn may retain anonymized or aggregated data (stripped of personal identifiers) for statistical analysis or service improvement as permitted under Section 6.6 and 6.3, even after termination, as this data no longer identifies any individual or Customer.

5.8 End User Data Rights and Requests. If an End User submits a request to exercise their data protection rights (e.g., rights of access, correction, deletion, etc.) under Applicable Law to Bynn, Bynn will, to the extent legally permitted, promptly inform Customer and advise the End User to submit the request directly to Customer (as Customer is the data controller). Bynn shall assist Customer in fulfilling such End User requests as needed for Customer to comply with its obligations under data protection laws, provided that Customer shall reimburse Bynn for any reasonable costs incurred in providing such assistance beyond the standard features of the Services.

5.9 Additional Privacy Disclosures. More information about how Bynn handles personal data may be found in Bynn’s Privacy Policy or Service Privacy Notice, which does not override these Terms but provides transparency to End Users. In the event of any conflict between this Agreement (or an associated DPA) and Bynn’s public privacy notices, as between Customer and Bynn the terms of this Agreement/DPA shall prevail.

6. Confidentiality and Intellectual Property

6.1 Confidentiality Obligations. Each Party (as Recipient) shall keep confidential and not disclose or use any Confidential Information of the other Party (as Discloser) except as necessary to perform its obligations or exercise its rights under this Agreement. Recipient agrees to use the same degree of care to protect Discloser’s Confidential Information as it uses to protect its own confidential information of similar nature, but not less than reasonable care. Confidential Information shall only be disclosed to Recipient’s employees, contractors, and advisors who need to knowit for the purposes of this Agreement and who are bound by confidentiality obligations at least as protective as those herein.

Recipient will not use any Confidential Information of Discloser for any purpose outside the scope of this Agreement, and will not disclose Confidential Information to any third party without Discloser’s prior consent, except as permitted in this Section. Recipient’s obligations to maintain confidentiality survive the termination of this Agreement for five (5) years from the date of termination (or, with respect to any trade secrets, for so long as such information remains a trade secret under applicable law).

6.2 Exceptions. The confidentiality obligations in this Agreement do not apply to any information that: (a) is or becomes generally known to the public through no fault or breach by Recipient; (b) was rightfully in Recipient’s possession free of any confidentiality obligation prior to disclosure by Discloser; (c) is independently developed by Recipient without use of or reference to Discloser’s Confidential Information, as evidenced by written records; or (d) is obtained by Recipient from a third party who is not under an obligation of confidentiality to Discloser.

Additionally, Recipient is permitted to disclose Confidential Information to the extent required by law, regulation, or court order provided that (if legally allowed) Recipient gives prompt written notice to Discloser of the requirement and cooperates with Discloser, at Discloser’s expense, in any effort to seek a protective order or otherwise limit or contest the required disclosure. Any disclosure made pursuant to a legal requirement shall be limited to the minimum information necessary to comply.

6.3 Ownership of Intellectual Property. As between the parties, all right, title, and interest in and to the Services (including all software, algorithms, models, datasets, designs, code, processes, user interfaces, know-how, and other intellectual property that constitute or are used to provide the Services) and all improvements, enhancements, or modifications thereto, are and shall remain the exclusive property of Bynn and/or its licensors. The Bynn name, logo, and all product and service names associated with the Services are trademarks of Bynn or its affiliates, and no right or license is granted to use them except as needed to identify the Services. Customer is not acquiring any ownership of any intellectual property in the Services or any Bynn materials by virtue of this Agreement, but only the limited usage rights expressly set forth herein.

Similarly, Customer retains all right, title, and interest in and to Customer Data and Customer’s other pre-existing intellectual property. Bynn does not claim ownership of Customer Data. Bynn is hereby granted a non-exclusive, worldwide, royalty-free license to use, host, copy, transmit, and process Customer Data solely as necessary to provide the Services and as otherwise permitted by this Agreement.

6.4 License to Results; Restrictions. Bynn may provide Customer with certain outputs from the Services, such as verification reports, risk scores, flags, or certificates (“Results”). Subject to Customer’s payment of Fees, Bynn grants Customer a perpetual, royalty-free license to use, store, and internally distribute the Results for its legitimate business purposes (for example, attaching a verification report to an End User’s file or audit trail). However, Customer shall not remove any Bynn branding or disclaimers that may appear on such Results, and shall not publish or share the Results externally except as needed for Customer’s compliance or fraud prevention purposes. For clarity, if Customer shares a verification status with an End User (e.g., telling the user they passed or failed verification), that is permissible; but Customer should not publicly post Bynn’s detailed reports or use them in marketing without Bynn’s consent.

6.5 Feedback. Customer may choose to provide suggestions, ideas, feedback, or recommendations to Bynn regarding improvements or new features related to the Services (“Feedback”). Customer hereby grants Bynn a worldwide, irrevocable, perpetual, sublicensable, royalty-free license to use and incorporate any Feedback into the Services or Bynn’s business activities. Feedback is given voluntarily and without any confidentiality or compensation obligations. Bynn may use Feedback for any purpose, including improving the Services or developing new products, and will own any resulting enhancements or new features developed.

6.6 Aggregate Data Use. Customer agrees that Bynn may collect and use data derived from Customer’s use of the Services in aggregate or de-identified form for Bynn’s legitimate business purposes, such as to improve fraud detection algorithms, publish statistical insights, or train machine learning models, provided that such aggregated data does not identify Customer, any End User, or reveal any personal data. For example, Bynn might analyze overall pass/fail rates or document fraud patterns across all clients to enhance its verification logic. These insights, when not specific to Customer or any individual, are part of Bynn’s intellectual property. Bynn will not disclose any aggregate data publicly in a way that could reasonably be used to infer information about Customer or its End Users.

6.7 Third-Party Components. The Services may include or interoperate with certain third-party software, services, or data (for example, government databases, watchlists, or OCR libraries). All such third-party materials are owned by their respective proprietors. Bynn’s use of third-party data sources (such as sanctions lists or identity document templates) is covered under agreements between Bynn and those providers. Customer will not attempt to separately extract or use any third-party data provided through the Service outside of the Service’s intended use. Bynn makes no additional representations or warranties regarding third-party components beyond those provided by the third-party source; however, Bynn will reasonably assist Customer in resolving any issues with third-party components of the Service.

6.8 Publicity. Neither party will use the name, logo, or trademarks of the other party in any publicity, advertising, or press release without the prior written consent of the other, except that Bynn may include Customer’s name and logo in lists of Bynn’s customers (including on Bynn’s website and marketing materials) unless Customer has requested in writing to opt out of such inclusion. Any public description of the relationship by either party must be mutually agreed.

7. Representations, Warranties, and Disclaimers

7.1 Mutual Authority. Each party represents and warrants that it is duly organized, validly existing, and in good standing under the laws of its jurisdiction of organization, and that it has full power and authority to enter into this Agreement and to perform its obligations hereunder. Each party further represents that entering into and performing this Agreement will not violate any contract it has with a third party. If Customer is accepting this Agreement on behalf of an organization, Customer represents that it has the legal authority to bind that organization to these Terms.

7.2 Bynn Warranties. Bynn represents and warrants that: (a) the Services will be provided in a professional and workmanlike manner consistent with generally accepted industry practices; (b) it will make commercially reasonable efforts to ensure the Services are accessible and operational at least 99% of the time, measured monthly, excluding scheduled maintenance windows and causes beyond Bynn’s control (see Section 12.5, Force Majeure); (c) to Bynn’s knowledge, the Services do not contain any viruses, worms, Trojan horses, or other malicious code designed to harm Customer’s systems (this warranty does not cover any user-uploaded content or third-party data within the Service, which Bynn does not control); and (d) the Services, as provided by Bynn and when used as authorized, do not infringe any third-party intellectual property rights (covered in Section 8.2 below).

In the event of a breach of warranty in this Section 7.2, Customer’s sole and exclusive remedy, and Bynn’s sole liability, will be for Bynn to use reasonable efforts to correct or re-perform the deficient Services at no additional charge to Customer. If Bynn is unable to correct the deficiency within 30 days of notice from Customer, then Customer may terminate the affected Service for material breach and receive a prorated refund of any prepaid fees for the period during which the Services were not in conformance with this warranty.

7.3 Customer Warranties. Customer represents and warrants that: (a) it will comply with all Applicable Laws in its use of the Services, including those mentioned in Sections 4 and 5; (b) all Customer Data provided to Bynn for processing is collected and disclosed in compliance with Applicable Laws, and Customer has all necessary rights and consents to provide such data to Bynn (as detailed in Section 4.2)​; (c) Customer’s use of the Services and Bynn’s processing of Customer Data on Customer’s behalf will not cause Bynn to violate any Applicable Laws or any third-party rights; and (d) any information Customer provides to Bynn about Customer’s business, requirements, or intended use of the Services is accurate to the best of Customer’s knowledge (this helps Bynn ensure compliance and proper service configuration).

Customer also warrants that it will not misrepresent its identity or eligibility when entering this Agreement (for example, Customer is not falsely claiming to be a business entity or misrepresenting the nature of its business for Service eligibility). If the Services are being used for Customer by its Affiliate or end-client, Customer is responsible for ensuring any such use is also compliant and that such third parties agree to terms and protections consistent with this Agreement.

7.4 Disclaimer of Warranties. EXCEPT AS EXPRESSLY PROVIDED IN THIS AGREEMENT, BYNN MAKES NO OTHER WARRANTIES OF ANY KIND, AND HEREBY EXPRESSLY DISCLAIMS ALL OTHER WARRANTIES, EXPRESS, IMPLIED, OR STATUTORY, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, OR ANY WARRANTIES ARISING FROM COURSE OF DEALING OR USAGE OF TRADE. BYNN DOES NOT GUARANTEE THAT THE SERVICES WILL DETECT ALL FRAUD, IDENTITY THEFT, OR ILLEGITIMATE ACTIVITIES, OR THAT THE SERVICES WILL BE ERROR-FREE OR UNINTERRUPTED. CUSTOMER UNDERSTANDS THAT NO IDENTITY VERIFICATION OR FRAUD DETECTION TOOL IS 100% ACCURATE, and use of the Services is not a substitute for Customer’s own judgment in making business decisions. Customer is solely responsible for the consequences of its decisions to onboard or reject customers, approve or deny transactions, or otherwise act or not act based on the Services’ output (per Section 4.5 above)​.

Bynn does not warrant or represent that the Services will meet all of Customer’s requirements, or that the Services will ensure Customer’s compliance with all applicable laws and regulations. Customer is responsible for its own compliance obligations. For example, Bynn provides tools to assist with KYC and AML compliance, but Bynn is not providing legal advice and makes no warranty that regulators will deem Customer fully compliant simply by using the Services.

Furthermore, Bynn makes no warranty regarding the accuracy or reliability of any third-party data or databases that the Services might query (such as government ID databases, sanction lists, credit bureaus, etc.), nor the accuracy of any identification documents provided by End Users. Bynn’s Services may flag potential issues or confirm that a document appears valid, but Bynn cannot guarantee that every authentic document will be accepted or every fake will be caught. Use caution and do not rely solely on the Services for critical decisions.

7.5 No Other Obligations. Bynn is not responsible for any issues with the Services caused by Customer’s misuse, modifications, or integrations of the Service not authorized by Bynn. Bynn’s warranties do not cover problems caused by use of the Services in conjunction with any other products or services not supplied by Bynn (unless expressly recommended in documentation), or any Services provided for no fee or as a Beta feature (such features are provided “as is” without warranties). Any Beta or trial services are used at Customer’s own risk, and Bynn provides no commitments that such services will be free of defects or will be continued in the future.

Some jurisdictions do not allow the exclusion of certain warranties, so to the extent such law applies to Customer, some of the above exclusions may not apply. In such cases, the warranties are limited to the minimum extent required by law.

8. Indemnification

8.1 Indemnification by Customer. Customer shall defend, indemnify, and hold harmless Bynn, its Affiliates, and its and their respective officers, directors, employees, agents, and contractors (the “Bynn Indemnitees”) from and against any and all third-party claims, demands, suits, or proceedings (including by End Users or regulatory authorities), and all related liabilities, damages, losses, fines, penalties, costs, and expenses (including reasonable attorneys’ fees) arising out of or relating to: (a) Customer’s or any Authorized User’s use of the Services in violation of this Agreement or Applicable Laws (including any use of the Services to engage in illegal activities or any failure to fulfill Customer’s obligations under Sections 4 and 5); (b) any allegation that Customer Data (when used as permitted in this Agreement) infringes or misappropriates the intellectual property or privacy rights of a third party, or that Bynn’s transmission or storage of Customer Data at Customer’s direction violates any law (for example, if Customer provides Bynn with data it had no right to collect or share); (c) any breach by Customer of Section 4.2 (consents and authority for personal data) or of its privacy/data protection obligations, including any claim by an End User or other individual that their personal data was collected or processed by Customer or Bynn without proper consent or legal basis; or (d) Customer’s gross negligence or willful misconduct.

Customer’s obligation to indemnify under this section includes any fines or penalties imposed by a regulatory authority (e.g., data protection authority or financial regulator) to the extent arising from Customer’s breach of law or this Agreement. Customer will defend the Bynn Indemnitees against any such claim at Customer’s expense with counsel reasonably acceptable to Bynn. Bynn has the right to participate in the defense (at its own expense) and to approve any settlement that obligates Bynn or affects Bynn’s rights or interests, such approval not to be unreasonably withheld. Customer shall not settle any claim that admits fault of Bynn or imposes any obligation on a Bynn Indemnitee without Bynn’s prior written consent.

This indemnity is provided in addition to any other remedies available to Bynn and shall survive termination of the Agreement.

8.2 Indemnification by Bynn (IP Infringement). Bynn shall defend, indemnify, and hold harmless Customer, its Affiliates, and their officers, directors, and employees (the “Customer Indemnitees”) from and against any third-party claim, suit, or proceeding alleging that the Services, as provided by Bynn and used by Customer in accordance with this Agreement, infringe or misappropriate a valid U.S. or European patent, copyright, or trademark of a third party or unlawfully use a third party’s trade secret (an “IP Claim”). Bynn will indemnify Customer Indemnitees against any damages, attorneys’ fees, and costs finally awarded against them by a court of competent jurisdiction (or agreed in settlement by Bynn) arising out of such IP Claim.

If an IP Claim is made or appears possible, Bynn may, at its sole option and expense, either: (i) procure for Customer the right to continue using the Services; (ii) modify or replace the component of the Services that is alleged to infringe, to make it non-infringing while providing substantially equivalent functionality; or (iii) if Bynn determines that neither of the foregoing options is reasonably available, terminate Customer’s use of the affected Services (or portion thereof) and refund any pre-paid fees covering the remaining unused term of the terminated Services.

The foregoing IP indemnity will not apply to the extent the alleged infringement arises from: (a) Customer Data or any content or data provided by Customer or any End User; (b) use of the Services in combination with any other products, services, or data not provided by Bynn, if the infringement would not have occurred but for such combination; (c) use of the Services in a manner not authorized by this Agreement or the documentation; (d) Customer’s failure to use any corrections or updates to the Services provided by Bynn that would have avoided the infringement (so long as Bynn gave notice that such update was available and non-infringing); or (e) an IP Claim arising from a specific design, instruction, or specification provided by Customer (not originating from Bynn). Customer shall indemnify Bynn for any claims of infringement to the extent caused by the situations in (a)–(e) above as part of Customer’s indemnity obligations.

The indemnification procedure for an IP Claim shall be the same as set forth in Section 8.1: Bynn will have control of the defense and settlement of the IP Claim, and Customer will provide prompt notice and reasonable assistance at Bynn’s expense. Bynn will not settle any IP Claim that imposes liability or obligations on Customer without Customer’s prior written consent (not to be unreasonably withheld).

This Section 8.2 states the entire liability of Bynn, and Customer’s exclusive remedy, for any intellectual property infringement or misappropriation claims arising out of the use of the Services.

8.3 Indemnity Conditions. The indemnified party (“Indemnitee”) shall: (a) give the indemnifying party (“Indemnitor”) prompt written notice of any claim for which indemnity is sought (provided that failure to do so only relieves Indemnitor of its obligations to the extent it is materially prejudiced by the delay); (b) give Indemnitor sole control of the defense and settlement of the claim (with counsel of Indemnitor’s choosing, subject to reasonable approval for conflicts); and (c) provide Indemnitor, at Indemnitor’s expense, with all assistance, information, and authority reasonably required for the defense and settlement of the claim. The Indemnitee may participate in the defense at its own cost. Indemnitor shall not consent to any judgment or settlement that admits wrongdoing or fault of Indemnitee or imposes non-monetary obligations on Indemnitee without Indemnitee’s prior written consent.

The rights and obligations in this Section 8 are in addition to any other remedies either party may have at law or equity. The provisions of this Section survive termination of the Agreement.

9. Limitation of Liability

9.1 Indirect Damages Waiver. TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER PARTY SHALL BE LIABLE TO THE OTHER PARTY OR TO ANY THIRD PARTY FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES WHATSOEVER, OR FOR ANY LOSS OF PROFITS, REVENUE, BUSINESS OPPORTUNITY, ANTICIPATED SAVINGS, GOODWILL, OR DATA, ARISING OUT OF OR RELATED TO THIS AGREEMENT OR THE SERVICES,even if advised of the possibility of such damages and even if a remedy fails of its essential purpose​. This limitation on indirect damages applies regardless of the theory of liability (contract, tort, negligence, strict liability, misrepresentation, or any other theory).

For avoidance of doubt, the parties agree that lost profits, lost revenue, loss of data, and business interruption or downtime costs constitute indirect or consequential damages and are waived under this section, except to the extent any such losses are directly compensable as direct damages in accordance with Applicable Law notwithstanding this limitation (in some jurisdictions certain of these may be considered direct damages, but the intent is to exclude all categories of damages that are not the direct and immediate result of a party’s breach).

9.2 Cap on Liability. EXCEPT FOR THE SPECIFIC EXCLUSIONS SET FORTH BELOW, BYNN’S TOTAL CUMULATIVE LIABILITY to Customer for all claims, damages, and liabilities arising under or in connection with this Agreement or the Services (whether in contract, tort, or otherwise) shall not exceed the total amount of Service Fees paid by Customer to Bynn under this Agreement in the twelve (12) months immediately preceding the event giving rise to liability, or US $100,000, whichever amount is lower. If the period of service use before the claim is less than twelve months, then the cap shall be the average monthly Fees paid multiplied by 12 (up to the $100,000 cap). This liability limitation is cumulative; the existence of multiple claims or incidents will not enlarge the cap​.

The parties acknowledge that the Fees reflect the allocation of risk and these limitations of liability.

9.3 Exceptions to Cap/Exclusions. Unlimited Liability. Nothing in this Agreement shall limit or exclude either party’s liability for: (i) death or personal injury caused by its gross negligence or willful misconduct; (ii) fraud or fraudulent misrepresentation; or (iii) any liability which cannot be limited or excluded by law.

Customer’s Obligations. The limitations and exclusions of liability in this Section 9 (including both Sections 9.1 and 9.2) shall not apply to Customer’s liability for payment of Fees due, nor to Customer’s indemnification obligations under Section 8.1. Customer shall be fully liable for any unpaid Fees and for any liabilities arising from claims covered by its indemnity, without regard to the cap above.

Specific Exclusions. Additionally, the limitations of Section 9.2 (cap) shall not apply to: (a) Customer’s breach of the license and use restrictions in Section 2.3 (any damages resulting from unauthorized use or IP infringement by Customer are not capped); (b) Customer’s breach of confidentiality obligations (for example, if Customer wrongfully discloses Bynn’s trade secrets, it will be liable for all resulting damages); and (c) any willful misconduct or intentional breach by a party. For any liability of Bynn that falls outside the cap due to legal mandate (e.g., certain statutory damages), such liability shall be limited to the minimum extent permitted by law.

9.4 Applicability. The parties agree that the waivers and limitations in this Section 9 apply regardless of the form of action, whether in contract, tort (including negligence), strict liability, or otherwise, and will survive and apply even if any limited remedy in this Agreement is found to have failed of its essential purpose. Each provision of this Agreement that provides for a limitation of liability, disclaimer of warranties, or exclusion of damages is intended to allocate the risks under the Agreement between the parties. This allocation is reflected in the pricing of the Services and is an essential element of the basis of the bargain.

Because some jurisdictions do not allow the exclusion or limitation of certain liabilities (such as incidental or consequential damages), some of the above limitations may not apply to the extent prohibited by law. In such cases, the liability of each party will be limited to the greatest extent permitted by law. In no event shall any claim be brought by Customer against Bynn more than two (2) years after the cause of action has arisen.

10. Term and Termination

10.1 Term of Agreement. This Agreement commences on the Effective Date (the date of acceptance or first use) and, unless terminated earlier in accordance with this Section 10, will continue for the initial term specified in the Order Form. If no initial term is specified, the default initial term is twelve (12) months from the Effective Date​. Upon expiration of the initial term, the Agreement (and any active Order Forms) will automatically renew for successive renewal terms of equal duration to the initial term (or, if not specified, successive one-year terms) unlesseither party gives the other party written notice of non-renewal at least thirty (30) days before the end of the then-current term.

During any renewal term, either party may update the terms (for example, Fees or other conditions) by providing written notice at least 45 days prior to the renewal (per Section 3.6 for fees, or Section 12.7 for terms modifications). If the parties do not agree on renewal terms and do not execute an updated Order Form or amendment but also do not terminate, the Services may continue on a month-to-month basis at Bynn’s then-current standard rates until terminated by either party with 30 days’ notice.

10.2 Termination for Convenience. Customer may terminate this Agreement or any specific Service for convenience at the end of the then-current term by providing proper notice of non-renewal under Section 10.1. Unless otherwise specified in an Order Form, Customer cannot terminate the Services for convenience prior to the end of the agreed term without Bynn’s consent. If Customer wishes to terminate early, it may do so only by paying any early termination charges or all remaining Fees for the committed term, unless waived by Bynn. Bynn may decide not to renew the Agreement for any reason by giving Customer notice as per Section 10.1, but Bynn will not terminate this Agreement outright for convenience during a paid term except in cases where continuing to provide the Service is not legally or technically feasible (in which case Bynn will refund any prepaid fees for the unused portion).

10.3 Termination for Cause. Either party may terminate this Agreement (including all Order Forms) for cause upon written notice to the other party if the other party materially breaches this Agreement and such breach (i) is incapable of cure, or (ii) if capable of cure, remains uncured thirty (30) days after the breaching party receives written notice describing the breach in reasonable detail. In the case of Customer’s failure to pay Fees, the cure period for non-payment is fifteen (15) days from receipt of notice of default (and Bynn may suspend Services during this period as provided in Section 3.3). If the breach is cured within the notice period, termination shall not take effect.

Additionally, Bynn may terminate the Agreement or any Order Form immediately upon written notice if Customer: (a) becomes the subject of any voluntary or involuntary bankruptcy or insolvency proceeding, receivership, examinership or similar proceeding, or makes an assignment for the benefit of creditors (and such proceeding is not dismissed within 60 days of filing); or (b) undergoes a change of control to a direct competitor of Bynn, where continuing the Agreement with the new entity would compromise Bynn’s confidential information or competitive position (in such case, Bynn will give 30 days’ notice and an opportunity to discuss alternatives in good faith, and if terminated will refund any prepaid fees for periods after termination).

Bynn may also terminate or suspend the Agreement or any portion of the Services immediately if Bynn is required to do so by law or by a governmental authority (for example, if providing the Services to Customer or in a particular jurisdiction becomes unlawful, or if Customer is added to a sanctions list).

10.4 Suspension for Ongoing Harm. If Customer’s use of the Services is (in Bynn’s reasonable judgment) causing immediate and ongoing harm to Bynn or others (e.g., other customers, End Users, or the security/integrity of the Services), Bynn may suspend Customer’s access immediately upon attempting to notify Customer. Bynn will try to discuss the situation with Customer and work to resolve the issue promptly. Bynn will limit any such suspension in scope and duration to the extent necessary to prevent or terminate the harm. Bynn shall not be liable for any damages, losses, or costs incurred by Customer as a result of a reasonable suspension under this Section, and any suspension will be lifted once the issue is resolved (or the Agreement is terminated if it constitutes cause for termination). For clarity, a suspension under this section is a measure to mitigate urgent harm and does not in itself terminate the Agreement or waive either party’s rights.

10.5 Effects of Termination. Upon termination or expiration of this Agreement for any reason: (a) all rights and licenses granted to Customer under this Agreement shall immediately terminate, and Customer shall cease all use of the Services; (b) Customer must promptly return, destroy, or delete (at Bynn’s direction) any Bynn Confidential Information or materials in Customer’s possession, except that Customer may retain copies of reports or data obtained through the Services solely to the extent required for legal or regulatory compliance or backup purposes, and any such retained information remains subject to the confidentiality and data protection obligations herein; (c) Bynn shall cease performing any Services, and may destroy or disable Customer’s accounts and any Customer Data in its possession (unless retention is required or authorized under Section 5.7). At Customer’s request, and for a period of up to 30 days following termination (the “Data Retrieval Period”), Bynn will provide Customer with reasonable access to the Services solely for Customer to retrieve its Customer Data or results, provided Customer has paid all outstanding Fees. After the Data Retrieval Period, Bynn may delete Customer Data in accordance with Section 5.7.

If this Agreement is terminated by Customer for Bynn’s uncured material breach (under Section 10.3), then Bynn will refund to Customer any pre-paid fees covering the unused portion of the term on a pro rata basis from the effective date of termination. If this Agreement is terminated by Bynn for Customer’s breach, or by Customer for convenience (where permitted), Customer is not entitled to any refund of fees paid and shall immediately pay any fees owed for the remainder of the term (if any).

Each party will return or, at the other party’s request, destroy any remaining Confidential Information of the other party in its possession (subject to the same exceptions for retention mentioned above). Upon request, an officer of the Recipient will certify in writing that it has complied with the foregoing deletion/destruction of Confidential Information.

10.6 Survival. Any provision of this Agreement that by its nature is intended to survive termination or expiration (such as accrued payment obligations, indemnities, limitations of liability, confidentiality, and provisions regarding ownership and data use) shall survive. Without limiting the foregoing: Sections 4.5, 5.4, 5.7, 6 (to the extent of confidentiality and IP ownership obligations), 7.4, 8, 9, 10.5, 10.6, 11, and 12 shall survive termination or expiration, along with any other clauses that reasonably should survive to effectuate their intent.

Termination or expiration of the Agreement shall not affect any rights, remedies, or liabilities that accrued up to the date of termination.

11. Governing Law and Dispute Resolution

11.1 Governing Law. This Agreement and any disputes arising out of or relating to this Agreement or the Services shall be governed by the laws of the State of Delaware, USA, without regard to its conflict of law principles. The parties specifically exclude the application of the United Nations Convention on Contracts for the International Sale of Goods (1980) and the Uniform Computer Information Transactions Act (UCITA), which shall not apply to this Agreement. In addition, with respect to any personal data processed under this Agreement, the parties agree that the governing law for data protection obligations will follow the choice of law stated above, to the maximum extent permitted. However, each party will always comply with any mandatory privacy or data protection laws that apply to that party’s processing of personal data (e.g., GDPR where applicable), regardless of the choice of law.

11.2 Good Faith Negotiations. In the event of any dispute, claim, or controversy between the parties arising out of or relating to this Agreement or the Services (a “Dispute”), the parties shall first attempt to resolve it through good faith negotiations. Either party may send the other a written notice describing the Dispute and its desired resolution. Within ten (10) business days after such notice, representatives of both parties with decision-making authority shall meet (telephonically or in person) to attempt to resolve the Dispute. If they are unable to resolve the Dispute within a reasonable time (not to exceed 30 days from the date of initial notice of the Dispute), either party may proceed to the binding arbitration set forth below. This Section 11.2 shall not restrict either party’s right to seek interim injunctive or equitable relief for a breach of confidentiality or intellectual property rights under Section 11.4 below.

11.3 Arbitration Agreement. Except for the specific exceptions stated in Section 11.4, any Dispute arising out of or relating to this Agreement or the use of the Services will be finally resolved by binding arbitration. The parties each agree to give up the right to sue in court and the right to a trial by jury for all Disputes, except as expressly provided below. This arbitration agreement is made pursuant to a transaction involving interstate commerce, and the parties agree that the U.S. Federal Arbitration Act (9 U.S.C. §§ 1 et seq.) shall govern the interpretation and enforcement of this Section 11.3 (including all questions of whether a Dispute is subject to arbitration).

• Arbitration Administration: The arbitration shall be administered by the American Arbitration Association (AAA) (or, if AAA is unavailable or unwilling, another reputable arbitration provider agreed by the parties) under its Commercial Arbitration Rules (or International rules, if applicable) in effect at the time the arbitration is initiated, except as modified herein. The AAA’s rules are available at www.adr.org. If there is any conflict between the AAA Rules and this arbitration agreement, the terms of this Section 11.3 shall control.
• Arbitrator: The arbitration shall be heard and determined by a single arbitrator selected by mutual agreement of the parties or, failing agreement, appointed by the AAA in accordance with its rules. The arbitrator must be neutral, independent, and have experience adjudicating commercial contract disputes, preferably involving technology services.
• Location and Procedure: The arbitration will be conducted in the English language. The seat or legal place of arbitration shall be Wilmington, Delaware, USA, and, unless the parties agree otherwise, any in-person hearings will occur in Wilmington, Delaware (or at another location agreed upon or ordered by the arbitrator). The arbitration may be conducted based solely on written submissions if both parties agree or if the arbitrator so orders, or it may include document exchange, witness testimony, and oral hearings as determined by the arbitrator consistent with the agreed AAA rules. The arbitrator shall have the authority to allow discovery and to hear motions as would a court, but is not required to strictly apply the rules of evidence.
• Arbitration Timing: The arbitrator shall endeavor to issue a reasoned written decision within 90 days of the arbitrator’s appointment. The award shall state the essential findings and conclusions on which it is based. The arbitrator’s award shall be final and binding on the parties (subject to any limited grounds for appeal or vacatur provided by the Federal Arbitration Act or other applicable law)​. Judgment on the arbitration award may be entered in any court having jurisdiction.
• Arbitration Costs: Each party shall initially bear its own attorneys’ fees and costs of arbitration. The parties shall share equally the arbitrator’s fees and administrative costs of arbitration. However, the arbitrator may in the award allocate the costs of arbitration and reasonable attorneys’ fees to the prevailing party, if the arbitrator determines that such an allocation is appropriate under the circumstances (for example, to the party whom substantially prevails on the merits of the case).
• Confidentiality: The arbitration proceeding, including any rulings, decisions, or awards by the arbitrator, shall be confidential and used solely for the purpose of the arbitration. Neither party shall disclose the facts of the underlying dispute or the content or result of the arbitration except as necessary to enforce the award or for legitimate business or legal needs (e.g., disclosure to auditors, legal counsel, or insurers who are bound to confidentiality).
• Severability of Arbitration Clause: If any portion of this arbitration clause is deemed invalid or unenforceable, it shall not invalidate the remaining portions of this Section 11.3. However, if the class action waiver in Section 11.3.1 is found unenforceable, then the entirety of this arbitration clause shall be null and void.

11.3.1 Class Action Waiver. The parties agree that all Disputes shall be resolved on an individual basis only. Any claims must be brought in the parties’ individual capacities, and not as a plaintiff or class member in any purported class, collective, consolidated, or representative proceeding. The arbitrator shall not have authority to combine or aggregate similar claims or conduct any class or collective arbitration, nor to make an award to any person or entity not a party to the arbitration. This Class Action Waiver is an essential part of the arbitration agreement and cannot be severed from it.

11.4 Exceptions – Court Litigation for Limited Matters. Notwithstanding the foregoing agreement to arbitrate, either party may elect to bypass arbitration and seek resolution in a court of law (subject to Section 11.5 below regarding venue and jurisdiction) for the following specific matters: (a) claims relating to a party’s intellectual property rights, including claims of misuse or infringement of intellectual property (for example, Bynn may go to court to seek injunctive relief for unauthorized use of its software or trademarks); (b) claims for preliminary injunctive relief or other pre-arbitral emergency equitable relief (e.g., a temporary restraining order to stop misuse of data or a breach of confidentiality) in order to preserve the status quo or prevent imminent irreparable harm, pending the outcome of arbitration; and (c) if the arbitration agreement in Section 11.3 is found unenforceable by a court of competent jurisdiction, then any Dispute may be litigated in the courts. Furthermore, if a party fails to comply with an arbitral award, the injured party may petition a court to enforce the award.

In addition, if the claim is one that qualifies for small claims court in a jurisdiction whose law applies or which has jurisdiction (e.g., claims under a certain monetary threshold), either party may choose to bring an individual action in small claims court instead of arbitration, provided the claimant only seeks relief on its own behalf and within the small claims court’s jurisdictional limit.

11.5 Jurisdiction and Venue. In cases where a dispute is permitted to be brought in court (either under an exception in Section 11.4 or if the arbitration clause is deemed unenforceable), the parties agree to the following jurisdiction and venue: Any such court action shall be brought exclusively in the state or federal courts located in the State of Delaware, USA. Each party consents to the personal jurisdiction of these courts for litigating such claims, and waives any objections to venue in these courts (including any defense of forum non conveniens). The parties agree that these courts are convenient forums and have proper jurisdiction. If a dispute that should be arbitrated is instead filed in court, and the other party successfully compels arbitration or otherwise dismisses the court action, the party improperly filing in court shall pay the other party’s costs and attorneys’ fees incurred in enforcing the agreement to arbitrate.

11.6 Jury Trial Waiver. To the extent any dispute is determined to not be subject to arbitration, the parties hereby waive any right to a jury trial in any court proceeding. Each party has knowingly and voluntarily waived the right to a jury trial after consulting (or having had the opportunity to consult) with counsel.

11.7 Limitations Period. To the extent permitted by law, any Dispute must be filed within two (2) years of the date the claim arose, or the claiming party could reasonably have become aware of the basis for the Dispute, whichever is earlier. If a claim is not filed within this time period, it is permanently barred. This limitations agreement does not apply to the enforcement of an arbitration award or to collection of unpaid fees, which may be pursued within the ordinary statutory period under applicable law.

The provisions of this Section 11 shall survive termination of the Agreement. This Section 11 constitutes the parties’ written agreement to arbitrate disputes under the Federal Arbitration Act. If the parties have a separate arbitration agreement or clause in an Order Form that conflicts with this Section, the terms in this Section 11 shall govern unless the Order Form explicitly states otherwise.

12. Miscellaneous

12.1 Entire Agreement. This Agreement, including all Order Forms, schedules, exhibits, annexes, and any referenced addenda (such as a DPA or SLA), constitutes the entire agreement between Customer and Bynn regarding the subject matter herein, and supersedes all prior or contemporaneous agreements, proposals, negotiations, understandings, and communications, whether written or oral, between the parties regarding the same subject matter. Each party acknowledges that in entering into this Agreement it has not relied on any statement, representation, warranty, or agreement not expressly set forth in this Agreement. Any terms or conditions that appear on a Customer purchase order or other business form (other than an Order Form signed by both parties) that are inconsistent with or additional to the terms of this Agreement are hereby rejected and shall be null and void, even if the form is signed or accepted by the receiving party. In the event of a conflict between the terms of the main body of this Agreement and an Order Form or exhibit, the Order Form or exhibit shall control only with respect to the Services under that document, unless expressly stated otherwise.

12.2 Amendments and Modifications. Except as otherwise provided herein, any amendment or modification to this Agreement must be in writing and signed by authorized representatives of both parties. Notwithstanding the foregoing, Bynn may modify these Terms from time to time by posting an updated version on its website or through the Services, and updating the “Effective Date” at the top​. Bynn will use reasonable efforts to notify Customer (e.g., via email or in-service notice) of any material changes to the Terms. If Customer objects to any such changes, Customer’s sole remedy is to notify Bynn of its objection within thirty (30) days of the effective date of the updated Terms, in which case the parties will negotiate in good faith;if no resolution is reached, Customer may terminate the Agreement by providing written notice to Bynn and will receive a pro-rata refund of any prepaid Fees for the remaining term. If Customer does not object within 30 days of the update or continues to use the Services after the updated Terms take effect, Customer will be deemed to have accepted the changes. This right to modify Terms applies only to online, standard Terms. If the parties have executed a separate negotiated agreement or Order Form that overrides this process, then changes must follow the process in that document.

12.3 Assignment. Customer may not assign or transfer this Agreement (in whole or in part), nor delegate any of its obligations, without Bynn’s prior written consent, which shall not be unreasonably withheld. Any attempted assignment in violation of the foregoing will be null and void. Notwithstanding the above, Customer may assign this Agreement in its entirety, upon written notice to Bynn (and without Bynn’s consent), to: (i) an Affiliate of Customer (provided that the assigning Customer remains liable for its Affiliate’s performance and the use by such Affiliate does not expand the scope of Services beyond what was contracted); or (ii) a successor entity in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of Customer’s assets related to this Agreement, provided the successor is not a direct competitor of Bynn and agrees in writing to be bound by all terms of this Agreement. Bynn may assign or transfer this Agreement (in whole or part) without Customer’s consent: (a) to any Affiliate, or (b) to a successor in interest in connection with a merger, reorganization, or sale of all or substantially all of Bynn’s business or assets to which this Agreement relates. Bynn shall notify Customer of any such assignment. Subject to the foregoing, this Agreement will bind and inure to the benefit of the parties, their respective successors, and permitted assigns. There are no third-party beneficiaries to this Agreement, except as expressly provided (e.g., indemnified parties under Section 8, and Bynn’s Affiliates under the definitions of Bynn and Confidential Information may enjoy protections hereunder).

12.4 Relationship of the Parties. The parties are independent contractors. This Agreement does not create any partnership, franchise, joint venture, agency, fiduciary, or employment relationship between the parties. Neither party has authority to act on behalf of or bind the other in any manner. Each party will be solely responsible for payment of all compensation owed to its employees, as well as all employment-related taxes. Bynn may subcontract portions of the Services to third parties (including Affiliates), provided that Bynn remains responsible for the performance of such subcontractors in accordance with this Agreement.

12.5 Force Majeure. Neither party shall be liable to the other for any delay or failure to perform its obligations (excluding payment obligations) under this Agreement if such delay or failure arises from any cause or event beyond the reasonable control of that party (“Force Majeure Event”)​. Force Majeure Events include, but are not limited to: acts of God, flood, fire, earthquakes, pandemics, widespread health emergencies, epidemics, war, acts of terrorism, civil unrest, strikes or labor disputes, governmental orders or restrictions, changes in law or regulations, utility or telecommunications failures, power outages, cyber-attacks or malware by third parties (despite reasonable precautions), or other events of a magnitude or type for which precautions are not generally taken in the industry. The party affected by a Force Majeure Event shall give prompt notice to the other party (when practicable) describing the nature of the event and its expected impact on performance. The affected party will use reasonable efforts to mitigate the effect of the Force Majeure Event and resume full performance as soon as feasible. In the event a Force Majeure Event continues for a period of more than sixty (60) days and materially prevents either party from performing a material obligation, either party may terminate this Agreement upon written notice. In such case, each party will bear its own costs incurred due to the Force Majeure, and Customer will be entitled to a refund of any prepaid fees for Services not provided due to the termination.

12.6 Notices. Except for routine operational communications (such as day-to-day support emails), all notices or approvals required or permitted under this Agreement shall be in writing and shall be deemed given: (a) upon personal delivery to the other party’s address; (b) on the fifth business day after mailing by certified or registered U.S. mail (return receipt requested) to the other party’s address; or (c) on the next business day after sending by internationally recognized courier (e.g., FedEx) with tracking to the other party’s address. Additionally, Bynn may provide legal notices to Customer by email to the email address on Customer’s account or Order Form, and such notice shall be deemed given on the next business day after email transmission (provided no bounce or error notification is received).

Notices to Bynn shall be sent to:

Bynn Intelligence Inc.  
Attn: Legal Department  
2261 Market Street, Ste 22340
San Francisco, CA 94114, USA  



or to any other address or email that Bynn designates in writing. Notices to Customer will be addressed to the contact name and address listed on the Order Form or on Customer’s account registration. Either party may update its notice address by written notice to the other party in accordance with this Section. An email notice will only be sufficient for notices of material breach, termination, or an indemnifiable claim if the sender specifically requests a confirmation of receipt and such confirmation is received (automated read receipts suffice).

12.7 No Waiver. No failure or delay by either party in exercising any right, power, or remedy under this Agreement shall operate as a waiver of that right, nor shall any single or partial exercise of any right preclude any further exercise of that or any other right. Any waivers must be explicit and in writing to be effective, and only apply to the specific instance stated. A waiver of one breach shall not be deemed a waiver of any future breach, of a different provision, or of any other provision.

12.8 Severability. If any provision of this Agreement is held by a court or arbitrator of competent jurisdiction to be invalid, illegal, or unenforceable, that provision shall be enforced to the maximum extent permissible to effect the intent of the parties, and the remaining provisions of this Agreement shall remain in full force and effect. The parties will negotiate in good faith a valid, legal, enforceable substitute provision that most nearly reflects the original intent and economic impact of the invalid provision. If such a provision cannot be agreed upon, the invalid part shall be reformed only to the extent necessary to make it enforceable, or if it cannot be reformed, it shall be severed from the Agreement but the rest of the Agreement will continue in effect.

12.9 Export Compliance. The Services, Software, and other technology that Bynn provides (collectively, “Technology”) may be subject to U.S. and foreign export control and economic sanctions laws (including the U.S. Export Administration Regulations and regulations promulgated by the U.S. Treasury Office of Foreign Assets Control). Customer agrees to comply with all such laws and not to export, re-export, or provide any such Technology to any country, entity, or person prohibited by those laws without proper authorization. In particular, Customer represents and warrants that it and its End Users are not: (a) located in, under the control of, or a national or resident of any country to which U.S. or other applicable sanctions or embargoes apply (including, without limitation, Cuba, Iran, North Korea, Syria, or the Crimea, Donetsk, and Luhansk regions of Ukraine, as of the Effective Date), and (b) identified on any U.S. government restricted party list (such as the Specially Designated Nationals List or Denied Persons List)​. Customer shall not use the Services for any purpose prohibited by U.S. export laws, including nuclear, chemical, or biological weapons proliferation, or the development of missile technology. Each party agrees to provide the other with reasonable assistance, upon request, to comply with applicable export and sanctions laws. This export compliance clause shall survive termination of the Agreement.

12.10 U.S. Government Users. If Customer is a U.S. federal, state, or local government entity or if this Agreement becomes subject to the Federal Acquisition Regulations (FAR), the Services and related documentation are deemed “Commercial Items” and “Commercial Computer Software” as those terms are defined in 48 C.F.R. §2.101 and §252.227-7014. Any use, duplication, or disclosure of the Services or documentation by the U.S. Government is subject to the restrictions set forth in 48 C.F.R. §2.101 and 12.212 (for civilian agencies) and 48 C.F.R. §227.7202-3 (for DOD agencies), or their successors. Contractor/Manufacturer is Bynn Intelligence Inc., at the address provided above. If any law, regulation, or requirement imposes greater rights than described in this Agreement, the minimum necessary rights required by law are granted.

12.11 Equitable Relief. Customer acknowledges that Bynn may suffer irreparable harm if Customer breaches Section 2.3 (license restrictions) or Section 6 (Confidentiality, IP) that cannot be adequately compensated by monetary damages alone. Accordingly, in addition to any other rights and remedies, Bynn shall be entitled to seek injunctive or other equitable relief (without the requirement to post a bond) in any court of competent jurisdiction to prevent or restrain any actual or threatened breach of those sections.

12.12 Headings and Interpretation. Headings in this Agreement are for reference and convenience only and are not to be used in interpreting the Agreement. Terms such as “including” and “for example” shall be deemed to be followed by “without limitation.” This Agreement shall be construed as if drafted jointly by both parties and no presumption or burden of proof shall arise favoring or disfavoring either party by virtue of authorship. Unless context requires otherwise, words in the singular include the plural and vice versa.

12.13 Counterparts; Electronic Signatures. If this Agreement (or any Order Form) is executed manually, it may be executed in counterparts, which taken together will constitute one instrument. Signatures delivered via electronic means (fax, scanned PDF, or via a recognized e-signature service or platform) shall be deemed binding as originals. If Customer accepts these Terms through an online click-through or electronic acceptance, such acceptance constitutes an electronic signature agreeing to this Agreement, and no further authentication or validation is required.

12.14 Publicity. Subject to Section 6.8, neither party will issue any press release or public announcement regarding the existence or terms of this Agreement without the other party’s prior written consent. However, during the term of this Agreement, Bynn may list Customer’s name and logo in its publicly available client list (including on its website or marketing materials) and refer to Customer as a customer of Bynn’s Services, provided that Bynn does not state or imply any endorsement by Customer. If Customer does not wish to be included in such publicity, Customer can notify Bynn in writing (email is sufficient) to cease such use.

12.15 Language. This Agreement is in the English language, and Customer agrees that all documentation, communications, and dispute resolution will be conducted in English. If Bynn provides a translation of this Agreement, it is for convenience only. In the event of any conflict between the English version and a translated version, the English version shall govern.

By using the Services or signing an Order Form, Customer acknowledges that it has read and understood this Agreement and agrees to be bound by its terms. Each party represents that the person executing or accepting this Agreement on its behalf has the authority to bind that party to the terms of this Agreement.

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