Terms of Service

DEFINITIONS

ACCESS AND LICENSE

2.1 Access Rights. Subject to payment and compliance with this Agreement, Banu AI grants Client a limited, non-exclusive, non-transferable right to access and use the Services for Client's internal business purposes during the Term.

2.2 Use Restrictions. You may not, and will not permit any Authorized User to:

• (a) reverse engineer, decompile, or disassemble the Services;
• (b) use the Services to compete with Banu AI or build a substantially similar product;
• (c) sell, lease, sublicense, or otherwise provide access to any portion of the Services to a third party except as expressly permitted in a service order;
• (d) upload unlawful, infringing, deceptive, or malicious content;
• (e) interfere with, disrupt, or attempt to gain unauthorized access to the platform, infrastructure, or related systems;
• (f) use the Services to send unlawful communications or to violate any applicable marketing, privacy, consumer protection, or communications laws.

2.3 Reservation of Rights. All rights not expressly granted to Client are reserved by Banu AI.

SUBMITTED CONTENT & DATA USAGE

3.1 License to Use Client Data (General). Client retains ownership of Client Data. Client grants Banu AI a non-exclusive, worldwide, royalty-free license to host, store, process, transmit, display, and use Client Data solely as necessary to:

• (a) provide, operate, maintain, and support the Services;
• (b) perform Client-requested features and workflows (including automation, messaging, enrichment, formatting, and synchronization);
• (c) secure the Services, prevent abuse, troubleshoot, and enforce this Agreement;
• (d) comply with applicable law and lawful governmental requests.

3.2 Strict Handling of Google User Data. Notwithstanding anything else in this Agreement, Banu AI will access, use, store, and share Google User Data only in accordance with: (a) the scopes explicitly authorized by the user through Google's OAuth consent flow; (b) the features and functionality requested by the user within the Services; and (c) the Google API Policies. For clarity: Google User Data will not be used for prohibited secondary purposes, including but not limited to targeted advertising, interest-based advertising, retargeting, sale to data brokers, resale to information resellers, determination of creditworthiness, lending purposes, or training artificial intelligence or machine learning models.

3.3 No Sale of Google User Data. Banu AI does not sell Google User Data.

3.4 Aggregated/De-Identified Data. Banu AI may create aggregated and/or de-identified data derived from general usage of the Services for analytics, performance, and product improvement; however, Banu AI will not use Google User Data to create or enrich datasets for purposes other than providing or improving user-facing functionality, and will not use Google User Data to train AI/ML models.

3.5 Client Responsibility for Rights. Client represents and warrants that it has all rights and permissions necessary to provide Client Data to Banu AI and to authorize Banu AI to process Client Data as contemplated under this Agreement, including obtaining any required consents from end contacts.

SERVICE MANAGEMENT

4.1 Client Data Responsibility. Client is solely responsible for the accuracy, quality, integrity, legality, reliability, and appropriateness of Client Data, including compliance with marketing, privacy, and communications laws.

4.2 Third-Party Integrations. Client acknowledges that the Services may interoperate with Third-Party Integrations. If a Third-Party Integration is removed, changes, ceases to operate, or becomes unavailable, Banu AI may cease providing affected features without entitling Client to any refund, credit, or other compensation.

4.3 Account Security. Client is responsible for maintaining the confidentiality of login credentials and for all activities that occur under its accounts.

FEES

5.1 Fees and Payment. Client shall pay Banu AI the fees set forth in the applicable Service Order or subscription plan without offset or deduction. Payment terms are as specified in the Service Order.

5.2 Late Payments. If Client fails to make any payment when due, without limiting Banu AI's other rights and remedies: (i) Banu AI may charge interest on past due amounts at 1.5% per month or the highest rate permitted by law; (ii) Client shall reimburse reasonable costs incurred in collecting late payments, including attorneys' fees; and (iii) if nonpayment continues for ten (10) days or more, Banu AI may suspend access until amounts are paid in full.

5.3 Taxes. All fees are exclusive of taxes. Client is responsible for applicable taxes, excluding taxes on Banu AI's income.

CONFIDENTIAL INFORMATION

6.1 Confidential Information. "Confidential Information" means non-public information disclosed by one party to the other that is designated confidential or reasonably should be understood to be confidential.

6.2 Obligations. The receiving party will use reasonable care to protect Confidential Information and will not disclose it except to employees, contractors, and agents with a need to know and who are bound by confidentiality obligations.

6.3 Required Disclosure. A party may disclose Confidential Information to the extent required by law, court order, or governmental request, provided it gives prompt notice where legally permitted.

6.4 Return/Destruction. Upon termination, the receiving party will return or destroy Confidential Information, except to the extent retained for legal compliance or standard backup policies.

INTELLECTUAL PROPERTY OWNERSHIP

7.1 Client Data. As between the parties, Client owns Client Data.

7.2 Banu AI IP. As between the parties, Banu AI owns all rights in and to the Services and Banu AI IP.

7.3 Feedback. Client may provide feedback. Banu AI may use feedback without restriction or obligation.

REPRESENTATIONS AND WARRANTIES

8.1 Mutual. Each party represents it has authority to enter into this Agreement.

8.2 From Banu AI. Banu AI warrants it has the right to provide the Services.

8.3 Disclaimer. EXCEPT AS EXPRESSLY PROVIDED, THE SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE." EACH PARTY DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT, TO THE MAXIMUM EXTENT PERMITTED BY LAW.

COMPLIANCE WITH TEXTING AND CALLING LAWS

Client acknowledges that if it uses the Services to send text messages, make phone calls, or otherwise contact individuals by telephone or SMS/text, Client is solely responsible for ensuring compliance with all applicable laws and rules (including TCPA, CAN-SPAM, state telemarketing laws, consent requirements, and do-not-call rules). Client agrees to indemnify Banu AI for claims arising from Client's violations.

RESPONSIBLE DATA HANDLING AND PRIVACY

10.1 Security. Banu AI will use commercially reasonable administrative, technical, and organizational measures designed to protect Client Data against unauthorized access, disclosure, alteration, or destruction.

10.2 Privacy Policy. Banu AI maintains a Privacy Policy describing how we collect, use, store, and share information, including Google User Data. The Privacy Policy is incorporated by reference into this Agreement.

10.3 Google API Policies. Where Client uses Google integrations, Client and Banu AI agree to comply with applicable Google API Policies. In the event of a conflict between this Agreement and Google API Policies regarding Google User Data, the Google API Policies and the Privacy Policy controls for Google User Data handling.

INDEMNIFICATION

11.1 By Client. Client shall indemnify, defend, and hold harmless Banu AI from claims arising out of Client's use of the Services, Client Data, or Client's violation of law or this Agreement, including claims related to communications compliance (SMS, calling, email marketing).

11.2 By Banu AI (IP Infringement). Banu AI will defend Client from a third-party claim alleging the Services infringe intellectual property rights, and indemnify Client for damages finally awarded or agreed in settlement, provided Client promptly notifies Banu AI and cooperates.

LIMITATION OF LIABILITY

12.1 Exclusion of Indirect Damages. NEITHER PARTY WILL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR LOSS OF PROFITS, REVENUE, OR DATA, REGARDLESS OF THEORY OF LIABILITY.

12.2 Cap. TO THE MAXIMUM EXTENT PERMITTED BY LAW, EACH PARTY'S TOTAL LIABILITY ARISING OUT OF OR RELATING TO THIS AGREEMENT WILL NOT EXCEED THE AMOUNTS PAID BY CLIENT TO BANU AI IN THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

TERM AND TERMINATION

13.1 Term. This Agreement begins on the Effective Date and continues during the term in the applicable Service Order or subscription plan, renewing as stated in the Service Order unless terminated.

13.2 Termination for Cause. Either party may terminate for material breach not cured within thirty (30) days after written notice.

13.3 Effect of Termination. Upon termination, Client's access will end. Handling of Client Data, including Google User Data, is addressed in the Privacy Policy and applicable law.

GENERAL PROVISIONS

14.1 Entire Agreement. This Agreement and any Service Orders constitute the entire agreement and supersede prior agreements regarding the Services.

14.2 Force Majeure. Neither party is liable for delays caused by events beyond its reasonable control.

14.3 Governing Law. Florida law governs, without regard to conflicts principles.

14.4 Amendments. Amendments must be in writing and agreed by both parties.

14.5 Assignment. Client may not assign without Banu AI's consent. Banu AI may assign in connection with a merger, acquisition, or sale of substantially all assets.

14.6 Severability. If any provision is unenforceable, the remaining provisions remain effective.

14.7 Survival. Provisions that should survive will survive, including confidentiality, IP, indemnification, limitation of liability, and data handling obligations.

PRIVACY POLICY (INCORPORATED) The Privacy Policy below is incorporated into and forms part of this Agreement.