Bynaus, Inc. — Legal

Terms and Conditions

Last Updated: January 1, 2026

These Terms and Conditions (“Agreement”) govern access to and use of the Bynaus Platform and Services by Customer. By executing an Order or using the Services, Customer agrees to be bound by this Agreement.

1. Overview

Subject to this Agreement, Bynaus, Inc. (“Bynaus”) provides access to its proprietary software-as-a-service platform available at https://www.bynaus.ai (the “Platform”), which enables AI-driven workflow automation, structured record capture, document processing, voice and messaging interfaces, analytics, and related functionality (collectively, the “Services”).

This Agreement applies exclusively to business-to-business use. The Services are not offered for personal, household, or consumer purposes.

Acceptance of Terms (Clickwrap Agreement)

BY CLICKING “ACCEPT,” “AGREE,” OR A SIMILAR BUTTON, OR BY ACCESSING OR USING THE SERVICES, CUSTOMER ACKNOWLEDGES THAT IT HAS READ, UNDERSTANDS, AND AGREES TO BE LEGALLY BOUND BY THIS AGREEMENT IN ITS ENTIRETY.

If Customer is accepting this Agreement on behalf of a company or other legal entity, Customer REPRESENTS AND WARRANTS THAT IT HAS THE AUTHORITY TO BIND SUCH ENTITY to this Agreement. If Customer does not have such authority, or does not agree to these terms, Customer must not click to accept or use the Services.

This Agreement is a legally binding electronic contract, and Customer agrees that electronic acceptance has the same legal effect as a handwritten signature.

2. Ordering, Access, and Use

2.1 Orders

Services are purchased pursuant to one or more written or electronic orders (“Order”) agreed to by the parties. Each Order specifies subscribed Services, usage limits (if any), fees, and term.

2.2 License Grant

During the Term and subject to compliance with this Agreement, Bynaus grants Customer a limited, non-exclusive, non-transferable, non-sublicensable right to access and use the Services solely for Customer’s internal business operations.

2.3 Users

“User” means an employee or contractor authorized by Customer to use the Services.

Customer:

Is responsible for all User activity
Must safeguard login credentials
Must promptly notify Bynaus of unauthorized access

3. Documentation

Bynaus may provide technical documentation, usage guides, and workflow descriptions (“Documentation”). Documentation is licensed solely for use with the Services and may be updated at any time.

4. Restrictions

Customer shall not, directly or indirectly:

Resell, sublicense, or provide the Services to third parties
Use the Services to develop or operate a competing product
Reverse engineer, decompile, or access non-public APIs
Modify or create derivative works of the Platform
Remove proprietary notices
Publish benchmarks without written consent
Interfere with security, availability, or integrity
Introduce malware or harmful code
Use the Services in violation of applicable law

5. Support

Bynaus will use commercially reasonable efforts to provide support in accordance with its then-current support policy. Availability is not guaranteed.

6. Data and AI Output

6.1 Customer Data

Customer retains ownership of all data submitted to the Services (“Customer Data”).

Customer grants Bynaus a worldwide, royalty-free license to process Customer Data solely to:

Provide and operate the Services
Generate telemetry and aggregated data
Improve platform functionality
Comply with legal obligations

6.2 Telemetry and Aggregated Data

Bynaus may freely use anonymized telemetry and aggregated data that does not identify Customer or individuals.

6.3 AI-Generated Output

The Services may generate AI-produced outputs, summaries, classifications, or recommendations (“Output”).

Customer acknowledges:

Output may be inaccurate or incomplete
Output is not professional advice
Customer is solely responsible for review and reliance

7. Privacy and Security

Bynaus will maintain commercially reasonable administrative, technical, and organizational safeguards. Where applicable, a Data Processing Agreement governs data protection obligations.

8. Customer Obligations

Customer represents and warrants that:

It has all rights and consents to provide Customer Data
Its use complies with all applicable laws
It will not submit unlawful or regulated data unless expressly agreed

Customer must provide reasonable cooperation for implementation or professional services.

9. Suspension

Bynaus may suspend access immediately if:

Customer breaches this Agreement
Fees are overdue by 30 days
Customer activity poses security or legal risk
Suspension is required by law

10. Third-Party Services

The Services may integrate with third-party platforms (e.g., cloud storage, telephony, messaging, AI models). Bynaus is not responsible for third-party services or their data practices.

11. Fees and Taxes

11.1 Fees

Fees are as specified in the applicable Order. Fees are non-refundable except as expressly stated.

11.2 Taxes

Customer is responsible for all taxes other than Bynaus’s income taxes.

12. Warranties and Disclaimers

12.1 Limited Warranty

Bynaus warrants that the Services will materially conform to the Documentation.

12.2 Disclaimer

EXCEPT AS EXPRESSLY PROVIDED, THE SERVICES AND OUTPUT ARE PROVIDED “AS IS.” BYNAUS DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.

13. TCPA, Voice, and Messaging Compliance

Customer is solely responsible for compliance with all laws governing voice calls, SMS, automated outreach, consent, disclosures, opt-out handling, and AI disclosure requirements.

14. Term and Termination

14.1 Term

This Agreement continues for the Initial Term specified in the Order and renews automatically unless terminated with at least 60 days’ notice.

14.2 Termination

Either party may terminate for uncured material breach, insolvency, or cessation of business.

14.3 Effect of Termination

Upon termination:

Access to Services ceases
Bynaus may delete Customer Data subject to legal retention

15. Ownership and Feedback

Bynaus retains all rights to the Platform and Services. Customer retains ownership of Customer Data. Any feedback may be used by Bynaus without restriction or obligation.

16. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW:

No liability for indirect, incidental, or consequential damages
Total liability capped at fees paid in the prior 12 months
Caps do not apply to confidentiality breaches or indemnification

17. Indemnification

17.1 By Bynaus

Bynaus will indemnify Customer against third-party IP infringement claims related to the Services.

17.2 By Customer

Customer will indemnify Bynaus for claims arising from:

Customer Data
Misuse of the Services
Legal violations
Messaging or TCPA breaches

18. Confidentiality

Each party must protect the other’s Confidential Information and use it solely to perform under this Agreement.

19. Binding Arbitration (B2B Only)

19.1 Governing Law

This Agreement is governed by the laws of the State of Nevada.

19.2 Arbitration

All disputes shall be resolved by binding arbitration administered by the American Arbitration Association (AAA) under its Commercial Arbitration Rules.

19.3 Seat

The arbitration seat and location shall be Las Vegas, Nevada.

19.4 Waiver of Jury Trial

THE PARTIES WAIVE ANY RIGHT TO A JURY TRIAL.

20. Class Action Waiver

ALL CLAIMS MUST BE BROUGHT INDIVIDUALLY. THE PARTIES WAIVE ANY RIGHT TO CLASS, COLLECTIVE, REPRESENTATIVE, OR PRIVATE ATTORNEY GENERAL ACTIONS.

21. B2B Mass Arbitration Procedures

These procedures apply only to business customers and not to consumers.

Applies when twenty-five (25) or more substantially similar claims are filed
Mandatory ten (10) case bellwether process
AAA Commercial Rules only
Batched continuation (ten cases at a time)
Stayed claims incur no arbitration fees
Statutes of limitation are tolled
Strong severability under the FAA and Nevada law

22. General Terms

Assignment: Permitted with change-of-control
Force Majeure: Standard
Independent Contractors: Yes
Export Controls: Applicable
Entire Agreement: Supersedes all prior agreements