Vyzu Business Terms of Service

PLEASE READ THESE TERMS CAREFULLY BEFORE USING THE SERVICE. THESE TERMS GOVERN YOUR ACCESS TO AND USE OF THE VYZU PLATFORM AND FORM A BINDING LEGAL AGREEMENT BETWEEN YOU AND THE COMPANY. THESE TERMS INCLUDE, AMONG OTHER THINGS, WARRANTY DISCLAIMERS, A LIMITATION OF LIABILITY, AN AGREEMENT TO ARBITRATE DISPUTES ON AN INDIVIDUAL BASIS, A JURY-TRIAL WAIVER, A CLASS-ACTION WAIVER, AND A ONE-YEAR LIMITATIONS PERIOD.

These Business Terms of Service ("Terms") are entered into by and between Best Business Intermediation, Inc., a Florida corporation with its principal place of business at 2084 Marsh Hawk Drive, Orlando, Florida 32837 ("Vyzu," "Company," "we," "our," or "us"), and the business entity that registers for, accesses, or uses the Service ("Customer," "you," or "your"). By creating an account, clicking "I agree," signing an order form that references these Terms, or otherwise accessing or using the Service, you represent that (a) you have full legal authority to bind Customer to these Terms, (b) Customer is a business operating in connection with the management of one or more barbershops, salons, or similar personal-care establishments, and (c) you have read, understood, and agree to be bound by these Terms.

If you do not have such authority, or if Customer does not agree with these Terms, you must not access or use the Service.

1. Definitions

• "Service" means the Vyzu software-as-a-service platform, including the websites at vyzu.app, vyzu.app, and related domains; the Vyzu web application and mobile applications (iOS and Android, including any white-label or marketplace builds); all related APIs, integrations, and Documentation; and any updates, modifications, or new features made available to Customer.
• "Customer" means the business entity that has accepted these Terms and is the account holder for one or more Shop Units on the Service.
• "Shop Unit" means a barbershop, salon, or personal-care location managed by Customer through the Service.
• "Authorized Users" means Customer's owners, managers, team members, employees, and contractors who Customer permits to access the Service under Customer's account, including any roles configured by Customer (e.g., shop owner, team member, manager).
• "End Users" means individual consumers who book, schedule, or pay for services from Customer through the Service. End Users are also subject to the separate End-User Terms posted at vyzu.app/end-user-terms.
• "Customer Data" means all data and content that Customer or its Authorized Users submit to, generate within, or store on the Service, including appointment records, customer records, transaction records, financial records, photos, messages, and configuration data, but excluding Feedback and Usage Data.
• "Confidential Information" has the meaning set forth in Section 7.
• "Fees" means the Subscription Fees, Setup Fees, Platform Fees, Transaction Fees, communication fees (e.g., SMS, email), hardware fees, and any other amounts payable by Customer as set forth on the pricing pages of the Service, in an Order Form, or in an invoice issued by Company.
• "Subscription Fees" means recurring fees payable in advance for access to the Service, whether monthly, quarterly, or annually.
• "Setup Fee" means a one-time, non-refundable fee payable on account activation.
• "Platform Fee" means a per-transaction fee charged by Company on payments processed through the Service.
• "Transaction Fee" means amounts charged by the Payment Processor for payment processing, including interchange, assessment, and processor markup.
• "Payment Processor" means the third-party payment service providers Company integrates with to process Customer's payments. As of the Last Updated date, the Payment Processors are Finix and Stripe. Customer's use of any Payment Processor is also governed by that Payment Processor's separate terms of service and privacy policy.
• "Chargeback" means a payment reversal initiated by a card issuer or bank in response to a dispute by an End User or cardholder.
• "Transaction Losses" means any losses, fees, fines, penalties, or expenses Company incurs as a result of payment-network rules, Chargebacks, refund disputes, reversed payments, ACH returns, fraud, or any failure by Customer or any End User to comply with these Terms or Payment Processor rules.
• "Documentation" means the user guides, help articles, API documentation, and other materials describing the operation of the Service that Company makes available to Customer.
• "Order Form" means any document that references these Terms and identifies the Service Customer has purchased, the applicable Fees, and the Subscription Period.
• "Beta Feature" means any feature labeled "beta," "alpha," "preview," "experimental," "early access," or similar.
• "Subprocessor" means a third party engaged by Company to process Customer Data on Company's behalf in connection with the Service.
• "Affiliate" of a party means any entity that directly or indirectly controls, is controlled by, or is under common control with that party, where "control" means the ownership of more than 50% of the voting interests of that entity.
• "White-Label App" means a branded version of the Vyzu consumer-facing mobile application configured for a specific Customer or group of Customers under separate written arrangements.
• "Acceptable Use Policy" or "AUP" means the use restrictions set forth in Section 5.
• "SLA Addendum" means any separately executed service-level agreement between Customer and Company. As of the Last Updated date, Company does not offer a generally available SLA.
• "DPA" means a separately executed Data Processing Agreement between Customer and Company, where required by applicable data-protection law.

2. License and Permitted Use

Subject to these Terms and timely payment of all applicable Fees, Company grants Customer a limited, non-exclusive, non-transferable, non-sublicensable, revocable right to access and use the Service solely for Customer's internal business operations in connection with managing appointments, customers, staff, payments, communications, marketing, and related barbershop operations.

Customer acknowledges and agrees that the Service is licensed for commercial use by a business. The Service is not intended for personal, family, or household use, and is not intended for use in connection with payroll processing, wage payments, lending, securities trading, money transmission unrelated to the booking/payment use cases expressly supported by the Service, or any High-Risk Activity (as defined below).

3. Customer Accounts and Authorized Users

Customer is responsible for (a) the security of all login credentials issued to or used by Customer and its Authorized Users; (b) all activity that occurs under Customer's account, whether or not authorized by Customer; (c) ensuring that each Authorized User complies with these Terms and any role-based permissions Customer configures; (d) the accuracy, completeness, and lawfulness of all information Customer or its Authorized Users provide to the Service; and (e) maintaining a current and valid email address and phone number on the account for notices.

Customer will promptly notify Company at security@vyzu.app of any actual or suspected unauthorized access to or use of its account.

Account sharing between separate businesses is prohibited. Customer may not transfer, assign, or sublicense its account to any third party except in connection with a permitted assignment of these Terms under Section 25.

4. Identity Verification and Know-Your-Customer (KYC)

Company, its Payment Processors, and its banking partners may require Customer to provide information and documentation to verify Customer's identity, business existence, beneficial ownership, and authority to enter into these Terms, including government-issued identification, articles of incorporation, EIN/SSN where applicable, bank account ownership, and beneficial-ownership disclosures.

Customer represents that all information it provides is true, current, complete, and accurate, and Customer will promptly update Company of any changes. Company may suspend or terminate access to the Service if (a) Customer fails to provide requested verification information; (b) Company is unable to verify Customer's identity or beneficial ownership; (c) verification information later proves to be false or materially inaccurate; or (d) verification reveals Customer is on a Sanctioned Persons list (Section 24).

5. Acceptable Use; Restrictions

Customer will not, and will not permit any Authorized User, End User, or third party to:

1. reverse engineer, decompile, disassemble, derive source code from, or otherwise attempt to discover the source code, object code, underlying ideas, structure, or algorithms of the Service, except to the extent expressly permitted by applicable law;
2. modify, translate, or create derivative works based on the Service;
3. license, sell, resell, rent, lease, transfer, assign, distribute, host, time-share, or otherwise commercially exploit the Service or make the Service available to any third party other than Authorized Users and End Users acting in the ordinary course of Customer's business;
4. use the Service to build a similar or competitive product or service, or for competitive analysis, benchmarking, or publication of performance results;
5. remove, obscure, or alter any proprietary or other notices contained in the Service;
6. introduce any virus, worm, malicious code, or other harmful component into the Service;
7. interfere with, disrupt, or impose an unreasonable load on the Service or its infrastructure, including by sending excessive automated requests, denial-of-service traffic, or unsolicited bulk messages;
8. circumvent or attempt to circumvent any access or use restrictions, rate limits, security features, account suspensions, or geographic limitations of the Service;
9. use automated bots, crawlers, scrapers, or similar tools to access, harvest, or extract data from the Service without Company's prior written consent;
10. engage in fraud, refund abuse, double-dipping, friendly fraud, false-claim Chargebacks, or any abuse of payment-network rules or dispute mechanisms;
11. use the Service to engage in any illegal lottery, gambling, money laundering, financing of terrorism, or unlicensed money-transmission activity;
12. use the Service for the sale or distribution of firearms, ammunition, regulated weapons, illegal drugs or paraphernalia, sexually explicit content, counterfeit goods, or any goods or services prohibited by applicable law or by the Payment Processor's rules;
13. use the Service to process payroll, wages, salary disbursements, contractor 1099 payouts unrelated to Customer's barbershop operations, or any non-bona-fide commercial transaction;
14. use the Service in connection with any "High-Risk Activity" — namely, any situation where the use or failure of the Service could reasonably be expected to result in death, serious bodily injury, environmental damage, or significant financial or operational harm to others (for example, life-support systems, emergency response, hazardous-materials control, autonomous vehicles, or nuclear-facility operation);
15. harass, threaten, defame, stalk, abuse, or discriminate against any Authorized User, End User, or third party (including by reason of race, color, national origin, religion, sex, gender identity, sexual orientation, disability, age, or veteran status);
16. transmit unsolicited bulk SMS, email, or other communications in violation of the TCPA, CAN-SPAM Act, CASL, or other applicable communications laws (see Section 12);

Company may, but is not obligated to, monitor use of the Service to detect violations of this Section 5 and may suspend or terminate accounts found to be in violation.

6. Customer Content and Customer Data

As between the parties, Customer owns all right, title, and interest in and to Customer Data. Customer grants Company a worldwide, non-exclusive, royalty-free, fully paid license to host, copy, transmit, display, process, and otherwise use Customer Data solely as necessary to (a) provide, maintain, secure, and improve the Service; (b) prevent or address technical or security issues; (c) comply with applicable law; (d) enforce these Terms; and (e) create Aggregated Data as permitted under Section 8.

Customer represents and warrants that it has all rights necessary to submit Customer Data to the Service and to permit Company's processing of Customer Data as described in these Terms and the Privacy Policy. Customer is solely responsible for the accuracy, quality, integrity, legality, and reliability of Customer Data and for obtaining any consents from End Users or other individuals required for Customer Data to be processed through the Service (including consents required under TCPA, CAN-SPAM, GDPR, CCPA/CPRA, LGPD, and similar laws).

Customer is the merchant of record for all transactions Customer initiates through the Service (except where expressly stated otherwise in an Order Form). Customer is responsible for chargeback responses, refund decisions, customer service for End Users, and resolution of disputes between Customer and End Users.

7. Confidentiality of Shop Business Information

Company will not publicly disclose Customer's non-public financial information, revenue, transaction volume, appointment volume, customer lists, payout information, business performance metrics, or similar confidential business information ("Customer Business Information") without Customer's prior written consent, except as necessary to (a) provide the Service; (b) comply with law, regulation, court order, subpoena, or other valid legal process; (c) enforce these Terms; (d) prevent fraud, abuse, or security incidents; or (e) work with service providers, Subprocessors, or professional advisors who are bound by confidentiality obligations no less protective than those in these Terms.

Each party (as "Recipient") will protect the other party's (as "Discloser") Confidential Information using at least the same degree of care it uses to protect its own confidential information of similar importance, and in no event less than a reasonable degree of care. Confidential Information does not include information that the Recipient can demonstrate (i) is or becomes generally available to the public other than as a result of a breach of these Terms; (ii) was known to the Recipient without restriction prior to disclosure by the Discloser; (iii) was rightfully received from a third party without restriction; or (iv) was independently developed by the Recipient without use of or reference to the Discloser's Confidential Information.

Compelled Disclosure. If a Recipient is compelled by law, regulation, or valid legal process to disclose Confidential Information, the Recipient will, to the extent legally permissible, provide the Discloser with prompt written notice of the compelled disclosure so the Discloser may seek a protective order or other appropriate remedy, and will reasonably cooperate (at the Discloser's expense) with the Discloser's efforts to obtain such protection.

8. Aggregated and De-identified Data

Notwithstanding anything to the contrary, Company may collect, use, and disclose aggregated, anonymized, or de-identified data ("Aggregated Data") derived from Customer's use of the Service for analytics, benchmarking, security, fraud prevention, marketing, product development and improvement, training of artificial-intelligence and machine-learning models that form part of the Service, and other lawful business purposes, provided that such Aggregated Data does not identify Customer, any Authorized User, any End User, or otherwise disclose Customer Business Information.

Company will not sell or otherwise transfer Customer Data, in identifiable form, to any third-party large-language-model provider or other third-party AI provider for that provider's own model training. Customer Data may be processed by Subprocessors who provide AI/ML services as part of the Service, but only under contractual obligations that prohibit such Subprocessors from using Customer Data to train their own general-purpose models.

The rights described in this Section 8 survive termination of these Terms.

9. Marketplace Disclaimer; Roles

Vyzu does not provide barbering, hairstyling, salon, beauty, or related personal-care services. Shops are independent businesses that contract directly with End Users for those services. Company does not (a) employ Authorized Users, (b) set or guarantee prices, (c) supervise or direct Customer's staff, (d) inspect Customer's premises or equipment, (e) verify Customer's professional licenses, insurance, hygiene, sanitation, training, or competence, or (f) guarantee the quality, safety, legality, or outcome of any service provided by Customer to any End User.

Customer is solely responsible for (a) compliance with all licensing, sanitation, employment, tax, and other laws applicable to its business; (b) interactions with End Users, including service quality, refund and rebooking decisions, dispute resolution, and the conduct of Customer's staff toward End Users; and (c) any claims arising out of Customer's services, advertising, or premises.

Privacy and "Do Not Sell or Share." End-User personal information collected through the Service is governed by the Privacy Policy, which explains how Company processes End-User data and how California residents may exercise their right to know, delete, correct, and opt out of "sale or sharing" (Civil Code § 1798.120). Customer is responsible for its own privacy disclosures and consents to End Users, including any "Do Not Sell or Share My Personal Information" mechanism Customer is required to provide.

Accessibility (WCAG 2.1 AA). If Customer uses the Service to publish a website, booking page, white-label app, or other content visible to End Users, Customer is responsible for compliance with applicable accessibility laws and standards, including the Americans with Disabilities Act ("ADA") and the Web Content Accessibility Guidelines ("WCAG") 2.1 AA, with respect to Customer's content and Customer's brand experience. Company offers reasonable controls within the Service but does not guarantee that Customer-supplied content meets any accessibility standard.

10. Fees, Subscriptions, Renewals, and Billing

Fees. Customer will pay all Fees in accordance with the pricing in effect for Customer's selected plan, including any Setup Fees, Subscription Fees, per-location fees, per-user fees, communication fees, Platform Fees, and Transaction Fees. Unless otherwise stated, Fees are quoted in U.S. dollars and are exclusive of all applicable taxes, levies, and duties, which are Customer's responsibility (other than taxes on Company's net income).

Auto-Renewal. Subscription Fees are billed in advance for the applicable billing period (monthly, quarterly, or annually). Subscriptions automatically renew for additional periods of the same duration at Company's then-current rates at the start of each renewal period, unless Customer cancels through the in-product cancellation flow or by written notice to billing@vyzu.app before the start of the next billing period. By providing a payment method, Customer authorizes Company (and its Payment Processors) to charge that payment method automatically for each renewal, until Customer cancels or Company terminates these Terms. Customer is responsible for keeping payment-method information current.

Non-Refundable. Subscription Fees and Setup Fees are non-cancellable and non-refundable except where expressly stated in these Terms or required by applicable law. Cancellation by Customer takes effect at the end of the then-current billing period; Company will not prorate or refund Subscription Fees for partial periods.

Price Changes. Company may change Fees, introduce new charges, or modify Service tiers with at least thirty (30) days' prior notice (by email or in-product banner), effective at the start of the next renewal period. Customer's continued use of the Service after the effective date constitutes acceptance of the new pricing.

Setup Fee. Setup Fees are payable on account activation and are non-refundable regardless of whether Customer subsequently uses the Service.

Late Payment. Late or unpaid amounts accrue interest at the lesser of 1.5% per month or the maximum amount permitted by applicable law, and Company may suspend access to the Service if any undisputed amount remains unpaid for thirty (30) days past the due date. Company may, at its option, retain a collection agency and recover collection costs and reasonable attorneys' fees.

Payment Disputes. If Customer in good faith disputes any Fees, Customer must notify Company in writing at billing@vyzu.app within sixty (60) days of the invoice date describing the dispute in reasonable detail. Customer must pay all undisputed amounts on time. The parties will work together in good faith to resolve the dispute. Customer waives the right to dispute any charge not raised within the 60-day window.

11. Payment Processing; Holds; Transaction Losses

Processors. Payment processing for transactions between Customer and End Users (and, where applicable, between Customer and Company) is performed by third-party Payment Processors Finix and Stripe. Customer's use of any Payment Processor is subject to that Payment Processor's separate terms of service and privacy policy, which Customer must accept and comply with as a condition of using the Service. Company is not a bank, money transmitter, or payment processor and does not custody Customer funds beyond what is incidental to facilitating settlement through the Payment Processor.

Fund Holds. Customer acknowledges that Payment Processors and Company may hold, withhold, reserve, delay, or freeze funds, settlements, or payouts for up to 180 days (or longer where required by law or by the Payment Processor) to cover potential Chargebacks, refund disputes, fraud investigations, Transaction Losses, or compliance reviews. Company is not responsible for any decision by a Payment Processor to hold, decline, settle, terminate, or otherwise act with respect to Customer's payment activity.

Transaction Losses. Customer is liable for all Transaction Losses, including Chargebacks, refund disputes, reversed payments, ACH returns, fraud claims, and any fines or penalties imposed by a Payment Processor or payment network in connection with Customer's payment activity. Company may (a) deduct Transaction Losses from amounts otherwise payable to Customer; (b) charge Transaction Losses to the payment method on file; (c) invoice Customer for outstanding Transaction Losses; and/or (d) suspend payouts pending resolution. Customer is solely responsible for responding to Chargebacks and providing the documentary evidence required by the Payment Processor.

PCI-DSS. Customer is responsible for compliance with the Payment Card Industry Data Security Standard ("PCI-DSS") to the extent applicable to Customer's processing activities. Company maintains PCI-DSS compliance for the portions of the Service it controls, and Customer relies on the Payment Processors' PCI-validated environments to handle full card data.

Auto-Payout Timing. Where Customer is enrolled in same-day or next-business-day payouts, settlement is subject to the Payment Processor's cutoff times and business-day calendar. Company does not guarantee any specific payout speed.

Tax Responsibility. Customer is solely responsible for determining, collecting, reporting, and remitting all taxes (including sales tax, VAT, GST, and any marketplace-facilitator taxes) associated with Customer's services. Company does not provide tax advice. Company may issue an IRS Form 1099-K to Customer where required by law; Customer is responsible for its own tax reporting regardless of whether a 1099-K is issued.

12. SMS, Email, and TCPA Compliance

SMS Messaging by Customer to End Users. Where Customer uses the Service to send SMS messages to End Users (for example, appointment reminders, confirmations, marketing offers), Customer represents and warrants that (a) Customer has obtained from each End User the consent required by the Telephone Consumer Protection Act ("TCPA"), the FCC's TCPA implementing rules, applicable state little-TCPA laws, the CTIA Messaging Principles and Best Practices, the carrier's A2P 10DLC rules, and other applicable communications laws; (b) Customer maintains accurate opt-in records and will produce them to Company on request; (c) Customer's content complies with carrier and CTIA rules (no S.H.A.F.T. — sex, hate, alcohol, firearms, tobacco — content where prohibited); (d) Customer responds to and honors STOP, UNSUBSCRIBE, CANCEL, END, QUIT, HELP and equivalent keywords as required by the carriers and the CTIA; and (e) Customer remains responsible for any claims, fines, penalties, or damages arising out of its SMS practices.

SMS Messaging by Company to Customer / Authorized Users. By providing a mobile phone number, Customer and each Authorized User consents to receive SMS messages from Company at that number, including transactional messages (account, security, billing, support) and, with opt-in, marketing messages. Marketing messages will include unsubscribe instructions; transactional messages cannot be opted out of without losing access to the Service. Messages may originate from Company's toll-free long-code number +1 (855) 599-4407 or from other long-code numbers Company uses for A2P 10DLC delivery. Message and data rates may apply. Message frequency varies. Reply HELP for help; reply STOP to opt out of marketing messages. Carriers are not liable for delayed or undelivered messages.

Email / CAN-SPAM. Where Customer uses the Service to send marketing emails, Customer is responsible for compliance with the CAN-SPAM Act and applicable foreign anti-spam laws (CASL, the EU ePrivacy Directive, the UK PECR, the Brazilian Marco Civil, etc.), including providing a valid physical address, a clear and conspicuous unsubscribe mechanism, and accurate sender identification.

Indemnification for Communications. Customer will indemnify Company for any claim, fine, penalty, or damages arising out of Customer's use of the Service to send SMS, email, push, or other communications in violation of applicable law or carrier rules.

13. Service Availability

The Service may be unavailable from time to time due to maintenance, updates, internet failures, third-party service providers, hosting providers, Payment Processors, app stores, SMS, email, push-notification, or other communication providers, force majeure events, security incidents, or other circumstances outside Company's reasonable control. Company does not guarantee uninterrupted, error-free, or completely secure availability of the Service. Company will use commercially reasonable efforts to provide advance notice of planned maintenance where practicable. Company makes no representation that the Service will function in all geographies, on all devices, or with all third-party integrations.

14. Service Credits as Sole Remedy

Company does not provide a generally available service-level commitment under these Terms. If Company and Customer separately enter into an SLA Addendum that includes a service-level commitment, Customer's sole and exclusive remedy for any failure by Company to meet that commitment will be a service credit applied to future Subscription Fees in accordance with that addendum. Company will not be liable for lost profits, lost revenue, lost appointments, lost customers, loss of goodwill, business interruption, regulatory fines incurred by Customer, or other indirect, incidental, special, consequential, exemplary, or punitive damages arising out of or related to any unavailability, interruption, delay, or degradation of the Service.

15. Hardware (if applicable)

If Customer purchases physical hardware (for example, a card reader, terminal, or tablet) from Company under a separate Order Form, that hardware is subject to a limited 90-day replacement warranty for manufacturing defects and a 30-day refund window for unopened or unused units, in each case subject to Company's then-current return policy and any restocking fees. Hardware is otherwise sold AS-IS and Company disclaims all other warranties to the maximum extent permitted by law. Company does not currently sell hardware as part of the standard Service; this Section 15 applies only where Customer has purchased hardware under a separately executed Order Form.

16. Modifications to the Service

Company may modify, add to, suspend, or discontinue any portion of the Service, in whole or in part, at its sole discretion. Company will use commercially reasonable efforts to give Customer reasonable advance notice of any modification that materially reduces the core functionality of the Service used by Customer. Customer's continued use of the Service after such a modification constitutes acceptance of the modified Service.

17. Beta Features

Company may make Beta Features available to Customer from time to time. Beta Features are provided "AS IS" with no warranties of any kind, may be modified, suspended, or withdrawn at any time without notice, are not subject to any SLA, and may have reduced security, reliability, or support relative to generally available portions of the Service. Customer's use of Beta Features is at Customer's sole risk. Feedback on Beta Features is governed by Section 26.

18. Term and Termination

Term. These Terms become effective when Customer first accepts them and continue for the Subscription Period (or, if there is no Subscription Period, until terminated as set forth below).

Termination for Convenience. Customer may cancel a Subscription at any time through the in-product cancellation flow; cancellation takes effect at the end of the then-current billing period. Company may terminate these Terms for convenience with thirty (30) days' written notice.

Termination for Cause. Either party may terminate these Terms for material breach if the breach remains uncured thirty (30) days after written notice (or, for non-payment, ten (10) days after written notice). Company may suspend or terminate immediately for (a) non-payment beyond 30 days; (b) suspected fraud, money laundering, or violations of Payment Processor rules; (c) violations of Sections 4 (KYC), 5 (Acceptable Use), 12 (SMS/TCPA), or 24 (Sanctions); (d) a security incident attributable to Customer; or (e) actual or threatened insolvency, bankruptcy, or receivership of Customer.

Effect of Termination. Upon termination, (a) Customer's right to access and use the Service ends immediately, (b) Customer remains responsible for all Fees and Transaction Losses accrued through the effective date of termination, and (c) for thirty (30) days following termination, Company will, upon Customer's written request, make Customer Data available to Customer for electronic export through then-available export tools. After such period, Company may delete Customer Data in the ordinary course of business, except as required by law or as retained in routine encrypted backups (which remain subject to ongoing confidentiality obligations and the Retention Schedule in the Privacy Policy).

Survival. Sections 1, 5, 6, 7, 8, 9, 10 (for amounts accrued), 11 (for Transaction Losses accrued), 14, 15, 18 (Effect of Termination, Survival), 19, 20, 21, 22, 23, 24, 25, 26, 27, and 28 survive any termination of these Terms.

19. Warranty Disclaimer

EXCEPT AS EXPRESSLY SET FORTH IN THESE TERMS, THE SERVICE AND ALL CONTENT, MATERIALS, AND INFORMATION MADE AVAILABLE THROUGH THE SERVICE ARE PROVIDED "AS IS" AND "AS AVAILABLE." COMPANY AND ITS LICENSORS, SUBPROCESSORS, AND SERVICE PROVIDERS DISCLAIM ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR ARISING BY COURSE OF DEALING OR USAGE OF TRADE, INCLUDING ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, ACCURACY, AND THE ABSENCE OF VIRUSES OR ERRORS. COMPANY DOES NOT WARRANT THAT THE SERVICE WILL BE UNINTERRUPTED OR ERROR-FREE, THAT DEFECTS WILL BE CORRECTED, OR THAT THE SERVICE OR THE SERVERS THAT MAKE IT AVAILABLE ARE FREE OF HARMFUL COMPONENTS. COMPANY CANNOT AND DOES NOT GUARANTEE THAT UNAUTHORIZED THIRD PARTIES WILL NEVER DEFEAT OUR SECURITY MEASURES OR USE PERSONAL INFORMATION FOR IMPROPER PURPOSES. CUSTOMER ASSUMES ALL RESPONSIBILITY FOR ITS USE OF THE SERVICE AND ANY RELIANCE ON INFORMATION OR FEATURES OF THE SERVICE.

20. Limitation of Liability

EXCEPT FOR (A) A PARTY'S INDEMNIFICATION OBLIGATIONS UNDER SECTION 21, (B) CUSTOMER'S OBLIGATION TO PAY FEES AND TRANSACTION LOSSES, (C) A BREACH OF SECTION 5 (ACCEPTABLE USE), AND (D) LIABILITIES THAT CANNOT BE LIMITED UNDER APPLICABLE LAW:

• IN NO EVENT WILL EITHER PARTY BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, INCLUDING LOST PROFITS, LOST REVENUE, LOST APPOINTMENTS, LOST CUSTOMERS, LOSS OF GOODWILL, LOSS OF REPUTATION, BUSINESS INTERRUPTION, REGULATORY FINES INCURRED BY THE OTHER PARTY, COST OF SUBSTITUTE SERVICES, OR LOSS OR CORRUPTION OF DATA, REGARDLESS OF THE THEORY OF LIABILITY (CONTRACT, TORT, STATUTE, OR OTHERWISE), AND EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES; AND
• EACH PARTY'S TOTAL CUMULATIVE LIABILITY ARISING OUT OF OR RELATED TO THESE TERMS WILL NOT EXCEED THE GREATER OF (I) THE TOTAL FEES PAID OR PAYABLE BY CUSTOMER TO COMPANY UNDER THESE TERMS IN THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE LIABILITY, OR (II) ONE HUNDRED U.S. DOLLARS (USD $100).

The limitations in this Section 20 apply to the maximum extent permitted by applicable law. The parties acknowledge that the Fees reflect this allocation of risk and that this limitation is an essential element of the bargain between them.

21. Indemnification

Customer Indemnity. Customer will defend, indemnify, and hold harmless Company and its officers, directors, employees, agents, Affiliates, Subprocessors, and Payment Processors from and against any third-party claim, action, or proceeding, and any resulting losses, damages, settlements, costs, fines, and reasonable attorneys' fees, arising out of or related to (a) Customer Data; (b) Customer's or any Authorized User's use of the Service in violation of these Terms, applicable law, or any Payment Processor's rules; (c) any dispute between Customer and an End User, including disputes regarding services rendered, refunds, cancellations, no-shows, deposits, Chargebacks, harassment, discrimination, bodily injury, or property damage; (d) Customer's communications to End Users via SMS, email, push, or other channels (including TCPA, CAN-SPAM, CASL claims); (e) any tax determination, collection, or remittance obligation; or (f) Customer's violation of any rights of a third party.

Company Indemnity. Company will defend Customer against any third-party claim alleging that the Service, when used by Customer as expressly permitted under these Terms, infringes a valid U.S. patent, copyright, trademark, or trade secret of such third party, and will pay damages and reasonable attorneys' fees finally awarded by a court or agreed in settlement. Company's obligations in this paragraph do not apply to claims arising from (i) Customer Data, (ii) modifications to the Service not made by Company, (iii) combinations of the Service with products or services not provided by Company, (iv) Beta Features, or (v) Customer's use of the Service in violation of these Terms. If the Service is or in Company's opinion may become the subject of an infringement claim, Company may, at its option and expense, (1) procure for Customer the right to continue using the Service, (2) modify or replace the affected portion of the Service so it is non-infringing while preserving substantially equivalent functionality, or (3) terminate the affected portion of the Service and refund any prepaid, unused Fees for that portion. This paragraph states Company's entire liability and Customer's sole and exclusive remedy for any claim of intellectual-property infringement.

Procedure. The indemnification obligations are conditioned on the indemnified party (a) promptly notifying the indemnifying party in writing of the claim, (b) giving the indemnifying party sole control of the defense and settlement (except that the indemnifying party may not settle any claim that imposes liability or a material obligation on the indemnified party without the indemnified party's prior written consent), and (c) providing reasonable cooperation at the indemnifying party's expense.

22. Force Majeure

Neither party will be liable for any delay or failure to perform its obligations caused by events beyond its reasonable control, including acts of God, natural disasters, epidemics or pandemics, war, terrorism, riots, civil unrest, governmental action or order, labor disputes, internet or telecommunications failures, hosting-provider outages, Payment Processor outages, app-store actions or removals, cyberattacks, or denial-of-service attacks. Force majeure does not excuse Customer's obligation to pay Fees or Transaction Losses accrued before the force-majeure event.

23. White-Label Apps and Affiliate Programs

If Customer operates under a White-Label App or under a separate affiliate, reseller, or marketplace arrangement, additional terms may apply (the "Channel Addendum"). In the event of a conflict between these Terms and a Channel Addendum, the Channel Addendum controls only as to the matters expressly addressed therein. Customer using a White-Label App acknowledges that (a) intellectual property in the underlying Service remains Company's; (b) no implied trademark license is granted beyond what is expressly stated; (c) Customer must comply with all applicable app-store guidelines (Apple App Store, Google Play); and (d) Company may modify, suspend, or terminate any White-Label App in response to app-store actions, security incidents, or material breach.

24. Sanctions, Export Control, and Anti-Bribery

Sanctions / Embargo. Customer represents that it (a) is not located in, organized under the laws of, or ordinarily resident in any country, region, or territory subject to comprehensive U.S. trade sanctions or embargoes (including, as of the Last Updated date, Iran, North Korea, Syria, Cuba, the Crimea, Donetsk, and Luhansk regions of Ukraine, and any other Embargoed Territory designated by OFAC); (b) is not listed on, and is not 50% or more owned or controlled by any party listed on, any U.S. government prohibited-parties list (including the OFAC Specially Designated Nationals and Blocked Persons List, the Foreign Sanctions Evaders List, the Sectoral Sanctions Identifications List, the U.S. Commerce Department Entity List, or the U.S. State Department debarred-parties list); and (c) will not permit access to or use of the Service by any person or entity described in clauses (a) or (b) (a "Sanctioned Person"). Company may screen Customer against current Sanctioned Person lists and may deny, suspend, or terminate service if a hit is identified.

Export Control. Customer will not export, re-export, transfer, release, or use the Service or any technical data derived from it in violation of U.S. export-control laws (including the Export Administration Regulations and the International Traffic in Arms Regulations) or any other applicable export-control law.

Government End Users. The Service is a "commercial item" as defined in 48 C.F.R. § 2.101, consisting of "commercial computer software" and "commercial computer software documentation" as such terms are used in 48 C.F.R. § 12.212. Any use, modification, reproduction, release, performance, display, or disclosure of the Service by the U.S. Government will be governed solely by these Terms.

Anti-Bribery. Each party will comply with all applicable anti-bribery and anti-corruption laws, including the U.S. Foreign Corrupt Practices Act ("FCPA") and the UK Bribery Act 2010, in connection with these Terms.

25. Governing Law; Venue

These Terms are governed by the laws of the State of Florida, without regard to its conflict-of-laws principles. The U.N. Convention on Contracts for the International Sale of Goods does not apply. Subject to Section 26, the state and federal courts located in Orange County, Florida have exclusive jurisdiction over any action or proceeding arising out of or related to these Terms that is not subject to arbitration, and each party irrevocably submits to such jurisdiction and waives any objection based on inconvenient forum.

California Civil Code § 1789.3 Disclosure. Under California Civil Code § 1789.3, California users are entitled to the following consumer rights notice: The Service is provided by Best Business Intermediation, Inc., 2084 Marsh Hawk Drive, Orlando, Florida 32837. Complaints regarding the Service or requests for further information may be addressed to contact@vyzu.app. The Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs may be contacted in writing at 1625 North Market Blvd., Suite N 112, Sacramento, California 95834, or by telephone at (800) 952-5210.

26. Dispute Resolution; Arbitration; Class Action Waiver

PLEASE READ THIS SECTION CAREFULLY. IT AFFECTS YOUR LEGAL RIGHTS, INCLUDING THE RIGHT TO FILE A LAWSUIT IN COURT AND TO HAVE A JURY DECIDE YOUR CASE.

Informal Resolution Required First. Before initiating arbitration, the party with a claim must send a written description of the claim to the other party (to legal@vyzu.app for claims against Company), and the parties will attempt in good faith to resolve the dispute informally for thirty (30) days. If the dispute is not resolved within that period, either party may initiate arbitration.

Binding Arbitration. Any dispute, claim, or controversy arising out of or relating to these Terms or the Service (including disputes arising under the TCPA), except for (i) claims for injunctive or equitable relief related to intellectual-property rights or confidentiality, and (ii) claims that qualify for and are brought in small-claims court under that court's rules, will be resolved by binding individual arbitration administered by JAMS in Orange County, Florida, in accordance with the JAMS Comprehensive Arbitration Rules and Procedures then in effect. The arbitrator's award will be final and binding, and judgment on the award may be entered in any court of competent jurisdiction.

JURY WAIVER. EACH PARTY HEREBY WAIVES ANY CONSTITUTIONAL OR STATUTORY RIGHT TO A TRIAL BY JURY WITH RESPECT TO ANY DISPUTE ARISING OUT OF OR RELATED TO THESE TERMS OR THE SERVICE.

CLASS ACTION WAIVER. EACH PARTY AGREES THAT ANY DISPUTE WILL BE BROUGHT ONLY IN SUCH PARTY'S INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS, COLLECTIVE, CONSOLIDATED, OR REPRESENTATIVE PROCEEDING. The arbitrator may not consolidate the claims of multiple parties or preside over any form of class, collective, or representative proceeding.

Mass Arbitration. If twenty-five (25) or more claimants represented by the same or coordinated counsel file demands for arbitration raising substantially similar claims against Company within a sixty (60)-day period, the claims will be batched and resolved in coordinated proceedings of no more than fifty (50) claims per batch, with the parties cooperating in good faith to streamline resolution. The arbitrator's fee structure will be adjusted accordingly under JAMS rules.

Small-Claims Carve-Out. Either party may, instead of arbitration, bring an individual claim in a court of competent jurisdiction that hears small-claims cases, provided the claim qualifies for that court's jurisdictional limits.

One-Year Limitations Period. Any claim arising out of or related to these Terms or the Service must be filed within one (1) year after the cause of action accrues, or it will be permanently barred. The parties expressly waive any longer statutory limitations period to the maximum extent permitted by law.

Opt-Out. Customer may opt out of this Section 26 (Arbitration, Jury Waiver, Class Action Waiver) by sending written notice to legal@vyzu.app within thirty (30) days of first accepting these Terms. The notice must include Customer's name, account email, and a clear statement that Customer wishes to opt out of arbitration. Opting out will not affect any other provision of these Terms.

27. DMCA Designated Agent

Pursuant to 17 U.S.C. § 512(c), Company designates the following agent to receive notice of claimed copyright infringement:

• DMCA Agent: Gabriel Rangel
• Email: dmca@vyzu.app (alternate: gabriel@vyzu.app)
• Telephone: +1 (855) 599-4407
• Mailing address: Best Business Intermediation, Inc., Attn: Gabriel Rangel (DMCA Agent), 2084 Marsh Hawk Drive, Orlando, Florida 32837, United States

A DMCA notice must include: (1) identification of the copyrighted work claimed to have been infringed; (2) identification of the allegedly infringing material with sufficient detail to permit Company to locate it; (3) the complainant's name, address, telephone number, and email; (4) a statement that the complainant has a good-faith belief that the use is not authorized; (5) a statement, under penalty of perjury, that the information in the notice is accurate and that the complainant is authorized to act on behalf of the copyright owner; and (6) the complainant's physical or electronic signature.

Counter-Notification. A party whose material has been removed in response to a DMCA notice may submit a counter-notification to the DMCA Agent containing: (1) the party's name, address, telephone number, and email; (2) identification of the removed material and its prior location; (3) a statement, under penalty of perjury, that the party has a good-faith belief the material was removed by mistake or misidentification; (4) consent to jurisdiction of the federal court in Orange County, Florida; and (5) the party's signature. Repeat infringers will have their accounts terminated.

28. Modifications to These Terms

Company may modify these Terms from time to time. If a change is material, Company will provide reasonable advance notice (at least thirty (30) days where practicable) by email to the account contact or by in-product banner before the change takes effect. Customer's continued use of the Service after the effective date of a modification constitutes acceptance of the modified Terms. If Customer does not agree to a modification, Customer's sole remedy is to stop using the Service and cancel Customer's account before the effective date, in which case the prior version of these Terms will govern until the end of the then-current billing period.

29. Communications and Notices

Customer agrees that Company may provide notices to Customer by email to the address associated with Customer's account, by in-product banner, or by posting in the Service, and that such notices satisfy any legal requirement that the notice be in writing. It is Customer's responsibility to keep its contact information current. Customer may give notice to Company at contact@vyzu.app for general inquiries or legal@vyzu.app for legal notices, or to the address in the preamble of these Terms.

Electronic Signatures and Communications. Customer consents to the use of electronic signatures, electronic contracts, electronic records, and electronic communications under the U.S. Electronic Signatures in Global and National Commerce Act ("ESIGN") and the Uniform Electronic Transactions Act ("UETA"). Records of these Terms and Customer's acceptance may be kept solely in electronic form.

30. Insurance Acknowledgment

Company does not insure Customer's business. Customer is encouraged to maintain commercially reasonable professional liability, general liability, workers' compensation, and cyber-liability insurance commensurate with its business activities.

31. General

Entire Agreement. These Terms, together with the Privacy Policy, the End-User Terms (where applicable), any Order Form, the SLA Addendum (if any), and any other addenda signed or electronically accepted by Customer, constitute the entire agreement between the parties regarding the Service and supersede all prior or contemporaneous agreements, communications, and understandings, whether oral or written. Company expressly rejects any conflicting terms in any Customer purchase order or similar document.

No Reliance. Customer acknowledges that, in entering into these Terms, it has not relied on any representation, warranty, or promise other than those expressly set forth herein.

Severability. If any provision of these Terms is held to be invalid or unenforceable, that provision will be limited or eliminated to the minimum extent necessary so that the remaining provisions remain in full force and effect.

Waiver. No failure or delay by a party in exercising any right under these Terms will be a waiver of that right.

Assignment. Customer may not assign or transfer these Terms or any rights or obligations hereunder, in whole or in part, without Company's prior written consent. Company may assign these Terms without consent in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets.

Independent Contractors. The parties are independent contractors. These Terms do not create any agency, partnership, joint venture, or employment relationship.

No Third-Party Beneficiaries. Except as expressly stated in these Terms, there are no third-party beneficiaries of these Terms.

Headings. Section headings are for convenience only and will not affect the interpretation of these Terms.

Counterparts; Electronic Signatures. These Terms may be accepted electronically, and electronic acceptance has the same legal force as a handwritten signature.

Feedback. If Customer provides Company with any suggestions, feedback, or improvement ideas regarding the Service, Customer grants Company a perpetual, irrevocable, royalty-free, worldwide license to use that feedback for any purpose without obligation.

Security Reports. Company welcomes responsible disclosure of suspected security vulnerabilities. Reports may be sent to security@vyzu.app.

32. Contact

Questions, notices, or other communications relating to these Terms may be directed to:

Best Business Intermediation, Inc. 2084 Marsh Hawk Drive Orlando, Florida 32837 United States General: contact@vyzu.app Legal notices: legal@vyzu.app Privacy: privacy@vyzu.app DMCA: dmca@vyzu.app Security: security@vyzu.app Billing: billing@vyzu.app