Terms of Service

1. Definitions

"AYBIZA," "we," "us," or "our" means AYBIZA LLC, a Wyoming limited liability company. "Customer," "you," or "your" means the business entity that registers for and uses the Services. "Services" means the AYBIZA platform and all of its capabilities, including Agents, Parties, Bridges, APIs, MCP tools, webhooks, integrations, documentation, and support. "Agents" means the AI Business Agents capability for external customer communication via voice, SMS, chat, email, and messaging channels. "Parties" means the Business Platform capability for CRM, sales, support, project management, HR, and finance operations. "Bridges" means the internal team workspace for agent chat and MCP tool connections. "User" means any individual authorized by Customer to access the Services. "Content" means any data, text, audio, images, or other materials submitted to or generated through the Services. "AI Output" means any content generated by AI models through the Services. "BYOK" means Bring Your Own Keys, the feature allowing Customers to configure their own third-party API keys. "Credits" means the units of consumption used to meter Service usage.

2. Services

AYBIZA LLC ("AYBIZA," "we," "us") provides the AYBIZA platform — the AI-native business platform — with three core capabilities: Agents for external customer communication via voice, SMS, chat, email, and messaging channels using AI Business Agents; Parties for internal operations including CRM, sales, support, project management, HR, and finance; and Bridges for internal team workspace providing agent chat and MCP tool connections. These Terms apply to all three capabilities and all associated services, APIs, MCP tools, webhooks, integrations, white-label configurations, and agency sub-organizations.

3. Eligibility and B2B Requirement

AYBIZA services are available exclusively to legal business entities — corporations, limited liability companies, partnerships, and sole proprietors operating under a registered business name. AYBIZA services are not intended for individual consumer use. By creating an account, you represent and warrant that:

• You are registering on behalf of a legal business entity, not as an individual consumer.
• You are at least 18 years of age and have the legal authority to bind that business entity to these Terms.
• The business you represent is validly organized and in good standing in its jurisdiction of formation.
• All registration information you provide is accurate, current, and complete.
• Your use of AYBIZA services complies with all applicable laws and regulations in your jurisdiction.
• You will promptly update your registration information if it changes.

AYBIZA reserves the right to refuse service, terminate accounts, or restrict access at its sole discretion if it determines that eligibility requirements are not met or that an account poses risk to the platform, other customers, or the public.

4. Account Registration, Business Verification, and Activation

Creating an account requires a work email address from a verified business domain. Consumer email domains (such as gmail.com, yahoo.com, outlook.com) are not accepted. Upon registration, your account is provisioned in Sandbox Mode.

To activate production access and deploy AI agents to real customers, you must complete AYBIZA's Know Your Business (KYB) verification process, which requires: your legal business name as registered with the applicable government authority, EIN or equivalent tax identification number, registered business address, authorized representative details (full legal name, title, direct phone number, work email), declaration of intended use cases and communication channels, estimated monthly usage volumes, and industry classification. Submission of KYB information constitutes a binding legal attestation that all information is accurate, current, and complete, and that the submitting individual has authority to bind the business entity.

AYBIZA reviews KYB submissions and reserves the right to approve, request additional information, impose conditions, or decline activation at its sole discretion. High-risk use cases — including but not limited to healthcare, debt collection, financial services, legal services, insurance, and political communications — are subject to enhanced review requirements and may require additional documentation.

You are responsible for maintaining the accuracy of your KYB information and must notify AYBIZA within 14 days of any material change. Failure to maintain accurate KYB information is a material breach of these Terms.

5. Sandbox Mode

All new accounts begin in Sandbox Mode with full access to the AYBIZA platform for building, configuring, and testing. Sandbox Mode restrictions include: outbound telephony limited to inbound-only or up to 50 outbound calls per month to pre-verified test numbers; no outbound campaigns to real customers or consumers; no production data processing. Sandbox Mode is provided on a best-effort basis without any SLA guarantee. Production use requires completed KYB and account activation.

6. Unified Credit System

AYBIZA services operate on a unified credit system. All platform usage — across Agents, Parties, and Bridges — is metered in credits. Your subscription plan includes a monthly credit allocation. Credits are consumed by AI agent conversations, LLM processing, telephony usage (voice, SMS, messaging), speech-to-text and text-to-speech processing, and premium platform features.

Unused credits do not roll over to the following billing period unless expressly stated in your subscription plan or Order Form. When your monthly allocation is exhausted, overage credits are billed at your plan's published per-credit overage rate: $0.05 per credit for Starter plans, $0.04 per credit for Scale plans, and as negotiated for Enterprise plans.

Top-up credit packages are available for purchase at any time at published rates. Top-up credits are non-refundable once purchased and do not expire.

AYBIZA reserves the right to adjust credit costs, consumption rates, and overage rates for future billing periods with 30 days' written notice. Credit costs are maintained in the platform database and may vary by service type and provider.

7. Subscription Plans and Fees

AYBIZA offers the following subscription tiers:

• Starter: Pay As You Go ($0/month base fee). No monthly credit allocation. All usage billed at published per-credit rates. Best-effort support. No SLA.
• Scale: $997/month. Includes 25,000 monthly credits. 99.9% uptime SLA. Priority support.
• Enterprise: Custom pricing. Custom credit allocation. Custom SLA. Dedicated support. BAA available on qualifying configurations.

There are no per-seat fees. All plans include unlimited users within a single organization. White-label capabilities are available on all plans.

Subscription fees are billed monthly or annually in advance as selected at the time of purchase. All fees are stated in US dollars and are non-refundable except as expressly stated in these Terms or required by applicable law. Used credits are non-refundable under any circumstances. Upon plan upgrade, any unused credits from the prior plan are forfeited and a pro-rata charge for the new plan applies for the remainder of the billing period. Upon plan downgrade, the change takes effect at the start of the next billing period.

AYBIZA may update pricing with 30 days' written notice to your registered email address. Continued use after the price change effective date constitutes acceptance of the new pricing. Accounts with overdue balances exceeding 7 days may be suspended until payment is received. You are responsible for all applicable taxes, duties, and levies on your purchases.

8. BYOK (Bring Your Own Keys)

You may configure your own API keys for third-party providers, including LLM providers, speech-to-text providers, text-to-speech providers, and real-time voice providers. When using BYOK:

• You are solely responsible for compliance with your chosen provider's terms of service, usage policies, acceptable use policies, and data protection obligations.
• You are responsible for all costs incurred through your third-party API keys.
• You are responsible for the security and confidentiality of your API keys. AYBIZA encrypts stored keys at rest but is not liable for unauthorized use resulting from key compromise on your end.
• AYBIZA is not liable for service interruptions, data handling practices, output quality, content moderation failures, or any other issues arising from third-party providers accessed through your BYOK configurations.
• BYOK configurations that qualify under your plan receive the applicable credit discount (50-70% depending on provider category).

AYBIZA does not guarantee compatibility with all third-party providers or API versions and may discontinue support for specific providers with 30 days' notice.

9. White-Label and Agency

AYBIZA offers white-label capabilities allowing you to rebrand the platform for your end-users, including custom logos, favicons, domains, and email sender domains. If you use white-label features:

• You are solely responsible for ensuring that your white-labeled deployment complies with all applicable laws and regulations.
• You are responsible for your end-users' compliance with these Terms and the AUP.
• You must maintain your own terms of service and privacy policy for your end-users.
• AYBIZA's liability limitations in these Terms apply equally to claims arising from white-labeled deployments.

If you operate as an agency with sub-organizations under AYBIZA's agency model, you (the parent organization) are jointly and severally responsible for all sub-organization compliance with these Terms, the AUP, and all applicable laws. Credit pooling across sub-organizations is subject to your plan's allocation and overage terms.

10. Data Ownership and Processing

You retain all ownership rights in the data you submit to AYBIZA services, including customer data, conversation transcripts, CRM records, business records, and content created within Parties and Bridges. AYBIZA does not claim any ownership rights in your data.

You grant AYBIZA a limited, non-exclusive, worldwide license to process, store, transmit, and display your data solely as necessary to provide, maintain, and improve the Services. This license terminates upon termination of your account and completion of the data export period described in Section 22.

AYBIZA processes your data as a data processor acting on your instructions, as governed by the Data Processing Agreement (DPA) at aybiza.com/dpa, which is incorporated into these Terms by reference. By accepting these Terms, you also accept the DPA.

AYBIZA may use aggregated, anonymized, and de-identified data that cannot reasonably be used to identify you or your customers for purposes of improving the Services, generating benchmarks, and conducting research. This right survives termination.

11. AI Output Disclaimer

In plain language: AI can make mistakes. You're responsible for reviewing what it produces before acting on it.

The Services utilize artificial intelligence and large language models to generate content, including but not limited to conversation responses, summaries, recommendations, and analyses. All AI-generated output is provided "AS IS" without any warranty of accuracy, completeness, reliability, or fitness for any particular purpose.

You acknowledge and agree that:

• AI output may contain errors, inaccuracies, hallucinations, or biased content.
• You are solely responsible for reviewing, verifying, and approving all AI-generated content before it is used, sent, published, or relied upon.
• AYBIZA does not guarantee that AI output will comply with any specific legal, regulatory, or industry requirements.
• AYBIZA is not liable for any decisions made, actions taken, or communications sent based on AI-generated output.
• AI models are provided by third-party providers, and AYBIZA has no control over model behavior, training data, or output quality.
• AI model capabilities, availability, and behavior may change without notice as third-party providers update their models.

12. Acceptable Use

Use of AYBIZA services is governed by our Acceptable Use Policy (AUP) at aybiza.com/aup, incorporated into these Terms by reference. You agree to comply with the AUP at all times. AYBIZA reserves the right to suspend or terminate your account immediately, without prior notice or refund, for any AUP violation. You are responsible for ensuring that all Users authorized under your account comply with the AUP.

13. Outbound Communications and Telecommunications Compliance

In plain language: When your agents make calls or send messages, you are the sender under the law. You need proper consent from everyone you contact.

AYBIZA Agents enable you to initiate outbound voice calls, SMS messages, scheduled calls, batch calling campaigns, and messaging through various channels. When you use these features, you are the initiating party and the legally responsible sender under all applicable telecommunications laws, including but not limited to:

• The Telephone Consumer Protection Act (TCPA) and its implementing regulations
• The FCC's Declaratory Ruling on AI-generated voice (FCC-24-17, effective February 2024)
• The FCC one-to-one consent rule (effective January 27, 2025, and the single-seller amendment effective April 11, 2026)
• The Telemarketing Sales Rule (TSR)
• CAN-SPAM Act
• State telemarketing and autodial laws
• The UK Privacy and Electronic Communications Regulations (PECR)
• EU ePrivacy Directive and GDPR
• Equivalent international regulations applicable to your jurisdiction

As a condition of using outbound features, you represent, warrant, and agree that:

• Prior express consent. You have obtained, and maintain documented records of, all legally required consents from each contact before initiating any outbound call or message. For marketing or telemarketing communications using AI-generated voice, this requires prior express written consent specifically naming your business and identifying the specific type of communication authorized. Shared, pooled, or third-party consent does not satisfy this requirement. As of April 11, 2026, each consent must identify a single specific seller.
• API attestation. When you pass consent_confirmed: true in any AYBIZA API request initiating an outbound call or message, you are making a binding legal attestation that valid, documented consent has been obtained for that specific contact and communication type. You must not set this parameter to true unless consent has actually been obtained and is on record. False attestation is a material breach of these Terms.
• AI voice disclosure. All outbound calls using AI-generated voice must include a clear and conspicuous disclosure to the called party at the commencement of the call, identifying the calling entity and stating that the call uses AI-generated voice, as required by FCC Declaratory Ruling FCC-24-17 and any applicable state or international law. You are solely responsible for configuring and verifying this disclosure in your agent configuration.
• Caller ID. You must transmit accurate caller identification information on all outbound calls. Spoofing or manipulating caller ID is prohibited and may constitute a federal crime under the Truth in Caller ID Act.
• Do Not Call compliance. You are responsible for scrubbing contact lists against the National Do Not Call Registry and applicable state DNC lists at minimum every 31 days before initiating outbound campaigns. You must honor all opt-out and revocation requests within legally required timeframes.
• Opt-out handling. You must provide a clear and functional mechanism for contacts to opt out during any outbound call or message and must promptly record and honor those requests. AYBIZA provides contact preference tools; using them correctly is your responsibility.
• Record retention. You must retain consent records and opt-out logs for a minimum of five years or such longer period as required by applicable law.
• Calling hours. You must comply with all applicable calling hour restrictions, including the TCPA restriction on calls before 8:00 AM or after 9:00 PM in the called party's local time, and any stricter state requirements.

AYBIZA is not the initiator, sender, or caller for any outbound communication you send through the platform. AYBIZA is not liable for any fines, penalties, claims, lawsuits, class actions, or damages arising from your failure to comply with telecommunications laws. You agree to indemnify AYBIZA for all such costs as provided in Section 19. AYBIZA reserves the right to suspend or terminate outbound access for any account with a pattern of non-compliance, at its sole discretion and without refund.

14. HIPAA and Healthcare Customers

In plain language: If you handle patient data, you need a Business Associate Agreement with us first. This is only available on Enterprise plans with specific configurations.

If you are a Covered Entity or Business Associate as defined under the Health Insurance Portability and Accountability Act (HIPAA), or if your use of AYBIZA services will involve the processing of Protected Health Information (PHI), you must execute a Business Associate Agreement (BAA) with AYBIZA before any PHI is processed through the platform.

BAA availability is limited to Enterprise tier customers on qualifying configurations only. Qualifying configurations are determined by AYBIZA based on the specific services, infrastructure, and data flows involved. Not all AYBIZA features or third-party integrations are covered under a BAA.

BAA execution is completed during the KYB activation process for accounts declaring healthcare use cases. Activating an account for healthcare use without executing a BAA, or processing PHI without a BAA in place, is a material breach of these Terms and will result in immediate suspension.

AYBIZA's infrastructure is designed to support HIPAA requirements on qualifying configurations. AYBIZA is not HIPAA certified. Compliance is a shared responsibility, and you remain responsible for your own HIPAA obligations, including conducting your own risk assessments and ensuring the appropriateness of using AI for healthcare communications.

15. Insurance Requirements

Customers on Enterprise plans only are required, as a condition of production account activation, to maintain the following minimum insurance coverage throughout their subscription:

• Commercial General Liability: $2,000,000 per occurrence / $4,000,000 aggregate
• Errors and Omissions (Professional Liability): $2,000,000 per claim
• Cyber Liability: $1,000,000 per claim

Proof of current coverage naming AYBIZA LLC as an additional insured must be provided to [email protected] prior to production activation and upon each annual renewal. AYBIZA reserves the right to verify coverage at any time and to suspend production access if coverage lapses or is insufficient.

Starter and Scale plan customers are not required to maintain insurance but are strongly encouraged to obtain appropriate coverage for their business activities.

16. Confidentiality

Each party agrees to keep the other's non-public business information, technical information, and trade secrets ("Confidential Information") confidential and not to use it for any purpose other than performing obligations under these Terms. This obligation does not apply to information that: (a) is or becomes publicly known through no fault of the receiving party; (b) was already known to the receiving party prior to disclosure, as demonstrated by written records; (c) is independently developed by the receiving party without reference to the disclosing party's Confidential Information; (d) is rightfully received from a third party without restriction; or (e) is required to be disclosed by law, regulation, or court order, provided that the receiving party gives the disclosing party prompt written notice and reasonable assistance to seek a protective order.

17. Uptime and SLA

• Starter: Best-effort availability. No SLA. No service credits for downtime.
• Scale: 99.9% monthly uptime target. Uptime is measured excluding scheduled maintenance windows communicated at least 48 hours in advance. In the event of a verified SLA breach, you are eligible for service credits equal to 5% of your monthly subscription fee for each full 0.1% below 99.9%, up to a maximum of 30% of your monthly fee.
• Enterprise: Custom SLA as specified in your Order Form.

Service credits are your sole and exclusive remedy for downtime or service unavailability. Service credits must be requested within 30 days of the incident. Service credits do not apply to: Sandbox Mode; downtime caused by your actions, BYOK provider outages, or force majeure events; or scheduled maintenance.

18. Disclaimer of Warranties

In plain language: We provide the platform as-is. We can't guarantee AI will always be accurate or that third-party providers won't have outages.

THE SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE. AYBIZA EXPRESSLY DISCLAIMS ALL WARRANTIES, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, AND ANY WARRANTIES ARISING FROM COURSE OF DEALING OR USAGE OF TRADE.

WITHOUT LIMITING THE FOREGOING, AYBIZA MAKES NO WARRANTY THAT: (A) THE SERVICES WILL MEET YOUR REQUIREMENTS OR EXPECTATIONS; (B) THE SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE; (C) AI OUTPUT WILL BE ACCURATE, COMPLETE, RELIABLE, OR FREE FROM BIAS; (D) ANY ERRORS IN THE SERVICES WILL BE CORRECTED; OR (E) THE SERVICES WILL BE COMPATIBLE WITH ANY THIRD-PARTY SERVICES, HARDWARE, OR SOFTWARE.

AYBIZA IS NOT LIABLE FOR THE ACTS OR OMISSIONS OF ANY THIRD-PARTY PROVIDERS, INCLUDING BUT NOT LIMITED TO LLM PROVIDERS, TELEPHONY PROVIDERS, SPEECH-TO-TEXT PROVIDERS, TEXT-TO-SPEECH PROVIDERS, SPEECH-TO-SPEECH PROVIDERS, CLOUD INFRASTRUCTURE PROVIDERS, OR ANY OTHER THIRD-PARTY SERVICE. OUTAGES, DEGRADATION, CHANGES IN BEHAVIOR, OR DISCONTINUATION OF THIRD-PARTY SERVICES ARE NOT WITHIN AYBIZA'S CONTROL AND DO NOT CONSTITUTE A BREACH OF THESE TERMS.

19. Limitation of Liability

In plain language: If something goes wrong, the most we'd owe you is what you've paid us in the past 12 months. We're not liable for indirect damages like lost profits.

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, AYBIZA'S TOTAL CUMULATIVE LIABILITY FOR ANY AND ALL CLAIMS ARISING UNDER OR RELATED TO THESE TERMS, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR OTHERWISE, SHALL NOT EXCEED THE TOTAL AMOUNTS ACTUALLY PAID BY YOU TO AYBIZA IN THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM. THIS INCLUDES ALL SUBSCRIPTION FEES, CREDIT PURCHASES, TOP-UP PACKAGES, AND OVERAGE CHARGES PAID DURING THAT PERIOD.

IN NO EVENT SHALL AYBIZA BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO: LOST PROFITS, LOST REVENUE, LOSS OF DATA, LOSS OF GOODWILL, BUSINESS INTERRUPTION, COST OF SUBSTITUTE SERVICES, REGULATORY FINES OR PENALTIES IMPOSED ON YOU, OR DAMAGES ARISING FROM RELIANCE ON AI OUTPUT — EVEN IF AYBIZA HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND EVEN IF A LIMITED REMEDY SET FORTH HEREIN IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE.

The limitations in this Section 19 do not apply to: (i) death or personal injury caused by AYBIZA's gross negligence or willful misconduct; (ii) fraud by AYBIZA; or (iii) any liability that cannot be excluded or limited under applicable law.

YOU ACKNOWLEDGE THAT THE FEES REFLECT THE ALLOCATION OF RISK SET FORTH IN THIS AGREEMENT AND THAT AYBIZA WOULD NOT ENTER INTO THIS AGREEMENT WITHOUT THESE LIMITATIONS ON LIABILITY.

20. Indemnification by You

You agree to defend, indemnify, and hold harmless AYBIZA LLC, its members, managers, officers, employees, contractors, and agents from and against any and all claims, demands, damages, losses, liabilities, costs, and expenses (including reasonable attorneys' fees and court costs) arising from or related to:

• Your violation of any provision of these Terms or the AUP
• Your violation of any applicable law, regulation, or industry requirement, including but not limited to TCPA, FCC regulations, GDPR, HIPAA, BIPA, CCPA, state telemarketing laws, and consumer protection laws
• Your use of AYBIZA services to contact individuals without legally required consent
• Any regulatory investigation, enforcement action, fine, or penalty directed at AYBIZA arising from your conduct on the platform
• Any third-party claim arising from the content of communications sent through your AI agents, white-labeled deployments, or agency sub-organizations
• Your BYOK configurations and any claims arising from third-party providers accessed through your API keys
• Any claim arising from your white-labeled deployments or your end-users' use of the Services
• Content you upload, process, or generate through the Services
• Your failure to review and verify AI output before use or dissemination

21. Indemnification by AYBIZA

AYBIZA will defend, indemnify, and hold you harmless from third-party claims alleging that AYBIZA's proprietary platform software, as provided and used in accordance with these Terms, directly infringes any valid third-party intellectual property right registered in the United States. AYBIZA's obligations under this section are conditioned on: (i) you providing prompt written notice of the claim within 15 days of becoming aware; (ii) AYBIZA having sole control of the defense and settlement (you may not settle without AYBIZA's prior written consent); and (iii) your reasonable cooperation at AYBIZA's expense.

AYBIZA has no obligation under this section for claims arising from: (a) your modifications to the Services; (b) your combination of the Services with non-AYBIZA products or content; (c) your BYOK configurations or third-party provider output; (d) use of the Services in violation of these Terms; or (e) use of a non-current version of the Services if the infringement would have been avoided by using the current version. This section states AYBIZA's entire liability and your sole remedy for intellectual property infringement claims.

22. Regulatory Penalty Pass-Through

You are solely responsible for compliance with all telecommunications, privacy, data protection, consumer protection, and industry-specific laws and regulations applicable to your use of AYBIZA services. If AYBIZA incurs any regulatory fine, penalty, investigation cost, settlement amount, or legal expense as a direct or indirect result of your violation of applicable law, your failure to comply with these Terms or the AUP, or your failure to obtain required consents while using the platform, you agree to reimburse AYBIZA in full for all such costs within 30 days of written demand, plus interest at 1.5% per month on any overdue amount. This obligation is in addition to (not in lieu of) your indemnification obligations and survives termination of these Terms.

23. Termination

Either party may terminate the subscription with 30 days' written notice to the other party. AYBIZA may suspend or terminate your account immediately, without prior notice or refund, for: material breach of these Terms or the AUP; violation of applicable telecommunications, privacy, or data protection law; fraudulent, materially inaccurate, or outdated KYB information; non-payment exceeding 15 days past due; conduct that poses risk to AYBIZA, other customers, or the public; or any activity that AYBIZA determines, in its sole discretion, to be harmful to the platform or its reputation.

Upon termination for any reason:

• Your right to access and use the Services ceases immediately.
• AYBIZA provides a 30-day data export period during which you may export your data through the platform's export tools or API.
• After the 30-day export period, all your data is permanently deleted in accordance with our Privacy Policy and DPA. AYBIZA has no obligation to retain your data after this period.
• Any outstanding fees, overage charges, and unpaid invoices become immediately due and payable.
• Sections that by their nature should survive termination will survive, including but not limited to: Limitation of Liability, Indemnification, Regulatory Penalty Pass-Through, Confidentiality, Dispute Resolution, and Governing Law.

24. Suspension of Service

AYBIZA may suspend your access to all or part of the Services, without liability, if: (a) AYBIZA reasonably believes you are in violation of these Terms or the AUP; (b) your account is past due; (c) suspension is required by law, regulation, or government order; (d) your use poses a security risk to the platform or other customers; or (e) suspension is necessary to prevent harm. AYBIZA will make reasonable efforts to provide advance notice of suspension but is not obligated to do so, particularly in cases involving security, legal compliance, or imminent harm.

25. Governing Law

These Terms are governed by and construed in accordance with the laws of the State of Wyoming, United States, without regard to its conflict of law provisions. The UN Convention on Contracts for the International Sale of Goods does not apply to these Terms.

26. Dispute Resolution

In plain language: If we have a disagreement, we'll try to work it out first. If we can't, it goes to individual arbitration instead of court. No class actions.

Any dispute, claim, or controversy arising out of or relating to these Terms or your use of AYBIZA services shall first be subject to good-faith negotiation between the parties for a period of 30 days following written notice of the dispute.

If the dispute cannot be resolved through negotiation, it shall be resolved by final and binding arbitration administered by the American Arbitration Association (AAA) under its Commercial Arbitration Rules. The arbitration shall be conducted in English, seated in Sheridan, Wyoming, USA (or conducted remotely at AYBIZA's option). The arbitrator shall be a single neutral arbitrator with experience in technology and SaaS disputes. The arbitrator's award shall be final and binding and may be entered as a judgment in any court of competent jurisdiction. The arbitrator may award injunctive relief but may not award punitive or exemplary damages in excess of what is permitted under applicable law.

CLASS ACTION WAIVER: YOU AND AYBIZA EACH IRREVOCABLY WAIVE THE RIGHT TO A JURY TRIAL AND THE RIGHT TO PARTICIPATE IN A CLASS ACTION, CLASS ARBITRATION, COLLECTIVE ACTION, REPRESENTATIVE ACTION, PRIVATE ATTORNEY GENERAL ACTION, OR ANY OTHER PROCEEDING WHERE EITHER PARTY ACTS OR PROPOSES TO ACT IN A REPRESENTATIVE CAPACITY. ALL DISPUTES MUST BE BROUGHT AND RESOLVED ON AN INDIVIDUAL BASIS ONLY.

Notwithstanding the above, either party may seek emergency injunctive or equitable relief in any court of competent jurisdiction to prevent irreparable harm pending the outcome of arbitration. Each party shall bear its own costs and attorneys' fees in any arbitration, except that the arbitrator may award costs and fees to the prevailing party where permitted by law.

27. Force Majeure

Neither party shall be liable for any delay or failure to perform its obligations under these Terms (other than payment obligations) to the extent that such delay or failure is caused by events beyond the party's reasonable control, including but not limited to: acts of God, natural disasters, pandemics, epidemics, war, terrorism, riots, government actions, embargoes, sanctions, power failures, internet or telecommunications outages, third-party provider outages (including LLM providers, telephony providers, and cloud infrastructure providers), cyberattacks, or labor disputes. The affected party must provide prompt written notice and use commercially reasonable efforts to mitigate the impact. If a force majeure event continues for more than 60 consecutive days, either party may terminate the affected Services upon written notice.

28. Changes to Terms

AYBIZA may update these Terms at any time. Material changes will be communicated via email to your registered work address at least 30 days before taking effect. AYBIZA may also post notice of changes on the platform dashboard. Continued use of AYBIZA services after the effective date of any change constitutes your acceptance of the updated Terms. If you do not agree to the updated Terms, your sole remedy is to stop using the Services and terminate your account by notifying [email protected] before the effective date. Non-material changes (such as typographical corrections or clarifications) may be made without advance notice.

29. General Provisions

Entire Agreement. These Terms, together with the Privacy Policy, DPA, AUP, and any executed BAA, Order Form, or Statement of Work, constitute the entire agreement between you and AYBIZA regarding the Services and supersede all prior or contemporaneous agreements, proposals, representations, and understandings, whether written or oral.

Severability. If any provision of these Terms is found by a court or arbitrator of competent jurisdiction to be invalid, illegal, or unenforceable, the remaining provisions remain in full force and effect, and the invalid provision shall be modified to the minimum extent necessary to make it valid and enforceable while preserving its original intent.

Waiver. AYBIZA's failure to enforce any right or provision of these Terms at any time is not a waiver of that right or provision. Any waiver must be in writing and signed by AYBIZA to be effective.

Assignment. You may not assign or transfer these Terms, in whole or in part, without AYBIZA's prior written consent. Any purported assignment without consent is void. AYBIZA may assign these Terms in connection with a merger, acquisition, reorganization, or sale of substantially all of its assets without your consent.

Notices. All notices under these Terms must be in writing and sent to the email addresses on file. Notices to AYBIZA must be sent to [email protected]. Notices are deemed received when sent by email, provided no bounce-back or delivery failure notification is received.

No Third-Party Beneficiaries. These Terms do not create any third-party beneficiary rights.

Relationship of Parties. The parties are independent contractors. Nothing in these Terms creates a partnership, joint venture, agency, or employment relationship.

Export Compliance. You agree to comply with all applicable export control and sanctions laws, including US Export Administration Regulations (EAR) and OFAC sanctions programs.

Government Use. If you are a US government entity, the Services are provided as "commercial items" as defined in 48 C.F.R. 2.101, with only those rights granted to all other customers under these Terms.

30. Contact

General inquiries: [email protected]
AYBIZA LLC, a Wyoming limited liability company
32222 Tamina Rd Ste A5-11, The Woodlands, TX 77354
Registered Agent: Registered Agents Inc, 30 N Gould St Ste R, Sheridan, WY 82801