Byga Client Services Agreement

Effective:  March 1, 2026

Previous version: https://byga.net/client-tos-previous

This Byga Client Services Agreement (the “Agreement”) forms a legal agreement between Byga Inc. (“Byga”) and you, as an authorized representative of, and on behalf of, yourself and the entity with which you are associated (collectively, “you,” “your” and “Client”).  This Agreement governs Client’s access and/or use of the Byga Technology and related digital services owned and/or operated by Byga, including the Byga mobile application and web application (collectively, the “Service” or “Services”). Only businesses and non-profit organizations located in the United States are eligible to enter this Agreement. By (i) clicking a box indicating acceptance, (ii) executing an order that references this Agreement, or (iii) otherwise signing up for the Services, you represent and warrant that you are authorized to act on behalf of your organization and to bind yourself and your organization to this Agreement and you affirm that your organization is located in the United States. Byga and Client may be referred to individually as a “Party” and collectively as the “Parties.”

THIS AGREEMENT CONTAINS PROVISIONS THAT LIMIT OUR LIABILITY TO YOU AND REQUIRE YOU TO RESOLVE DISPUTES IN AN EXCLUSIVE FORUM. THIS AGREEMENT CONTAINS IMPORTANT REQUIREMENTS, RESTRICTIONS, CONDITIONS AND OTHER PROVISIONS THAT AFFECT YOUR RIGHTS. WE ENCOURAGE YOU TO READ IT CAREFULLY. IF YOU DO NOT WISH TO AGREE TO THIS AGREEMENT, DO NOT ACCESS OR USE ANY PART OF THE SERVICES. IF YOU DO NOT UNDERSTAND THIS AGREEMENT, PLEASE CONTACT US USING THE “CONTACT US” INFORMATION BELOW.

You may also be an Authorized User of the Services. Authorized Users of the Services are required to separately agree to ourUser Terms of Service.

1. Definitions

1.1 “Authorized User” means any individual to whom Client grants access to the Services in accordance with the rights and obligations of Client provided under this Agreement. 

1.2 “Byga Technology” means any and all documentation, technology, code, know-how, logos and templates (including in any reports or output obtained from the Services) and any other work product delivered by or on behalf of Byga as part of the Services and related support, including any updates, modifications or derivative works of any of the foregoing, except that Byga Technology does not include Client Data.

1.2 “Client Data” means any information, data, content, or materials, Personal Information (including information relating to the Client’s athletes, families, coaches, staff, program operations, and payment records), submitted or made available to Byga, through the Byga Technology or other Services, by Client or its Authorized Users, including all prompts, comments, questions and other input to any artificial intelligence features of the Services (“Inputs”) and responses generated in response to such Inputs (“Outputs”). Client Data does not include (i) Byga Technology, (ii) any aggregated, anonymized, or de-identified data created by Byga in accordance with this Agreement, or (iii) business contact information regarding Client’s representatives and employees (some of whom may be Authorized Users) to the extent used by Byga for administering Byga’s relationship with such Client.

1.3 “Client Sites” includes Client’s applications, websites, or other properties created using the Services.

1.4 “Confidential Information” means code, inventions, know-how, product plans, inventions, marketing plans, technical and financial information exchanged under this Agreement that is identified as confidential at the time of disclosure or should reasonably be considered confidential based on the circumstances surrounding the disclosure and the nature of the information disclosed.

1.5 “Personal Information” means any information that identifies, is capable of identifying, or is otherwise related to an individual person, or that is defined as “personal information” or any similar term (e.g., “personal data,” “personally identifiable information,” “PII”) under applicable law. 

1.6 “Restricted Data” means any (a) protected health information subject to the Health Insurance Portability and Accountability Act, as amended, and its implementing rules and regulations (“HIPAA”); (b) passwords to any third-party online accounts; (c) credentials to any financial accounts; or (d) Personal Information relating to residents of the European Economic Area (“EEA”) or United Kingdom (“UK”). 

1.7 “Term” means the period for which Client has agreed to use the Services.

2. Account Registration and Use

Client agrees to provide accurate, current, and complete account information, ensure that all Authorized Users provide accurate, current, and complete account information, and take reasonable efforts to ensure that any Authorized User account information is protected from unauthorized access. Client agrees to notify Byga immediately (and, in any event, within 48 hours) of unauthorized access to the Services, including any accounts associated with the Services. Client will be responsible for any and all actions or omissions taken using Client’s account and any actions or omissions by Authorized Users with access to Client’s accounts. Byga reserves the right to restrict who is eligible for an account and reserves the right to reject or revoke any account at any time without liability.

3. Fees, Payment Terms, and Payment Processing 

3.1 Fees and Payment Terms.

Service Fees. Some features of the Services require payment. Client agrees to pay all subscription or platform fees specified in the applicable order form or subscription plan (collectively, the “Platform Fees”) in the stated currency. Platform Fees are based on the Services and capacity levels selected (e.g., number of teams, players, or modules) and are payable regardless of actual usage unless otherwise expressly stated. Except as expressly provided in this Agreement, all Platform Fees are non-cancelable and non-refundable and non-creditable except where prohibited by applicable law. Byga may correct any billing errors or mistakes even after payment has been requested or received.

Billing and Payment. When applicable, Client will be invoiced for Platform Fees as specified in the applicable order form or subscription plan. All invoices may be billed in arrears or advance, but in all cases are due within thirty (30) days. Payment shall be made by ACH, wire transfer, or credit card, as specified in the order form. By providing payment details, the Client authorizes Byga (and billing vendor and its payment processor, Stripe (defined below) to automatically charge or debit the designated payment method for all Platform Fees due under this Agreement, including recurring or variable amounts permitted under the Client’s subscription and usage.

Payment-Processing Fees (Stripe). If the Client uses the Services to collect payments from participants, families, or other payers, the following, in addition to Section 13(a), applies:

• (a) Processor Relationship. Payment processing services are provided by Stripe under the Stripe Connect framework. The Client’s use of the payment features constitutes acceptance of the Stripe Processing Terms as described in Section 13A. Byga is not a payment processor, money transmitter, or financial institution, and provides only software and administrative functionality.
  
  
• (b) Processing Fees. Transaction processing fees apply to each payment method (including credit, debit, ACH, or offline transactions) at the rates specified in the order form or within the administrative dashboard. Processing Fees consist of applicable card-network fees, processor fees, and platform service fees for payment functionality delivered through the Services. The specific rates will be those disclosed in the proposal, order form or the Client’s administrative dashboard.
  
  
• (c) Net Settlements. Unless otherwise agreed, all Stripe and platform fees will be automatically deducted from settlement proceeds prior to disbursement to the Client. Settlement timing is subject to Stripe’s payout schedule and applicable risk policies, which may include delays, rolling holds, or reserves. Byga is not responsible for payout timing or delays controlled by Stripe.
  
  
• (d) Reserves and Holds. Stripe may impose reserves, rolling holds, or delays as permitted under the Stripe Services Agreement. Byga may request that Stripe apply reserves where necessary to mitigate financial, fraud, or compliance risk. All reserves and holds are maintained and released solely by Stripe in accordance with its policies. Byga does not hold Client funds.
  
  
• (e) Chargebacks and Reversals. Client is responsible for any chargebacks, payment reversals, or returned ACH transactions associated with its use of the Services. Stripe or Byga (acting through Stripe) may deduct or offset these amounts (including related bank, network, or processing fees) from future settlements or invoices. Chargeback-related fees are determined by card networks and processors and may change without notice.
  
  
• (f) Offline Payments. Payments recorded as “offline” (e.g., cash, check, or external transfer) may be subject to administrative or reconciliation fees as specified in the order form.
  
  
• (g) Pass-Through of Third-Party Fee Changes. Third-party networks and processors may increase their fees at any time. Byga reserves the right to automatically pass through such changes to the Client. Byga will provide reasonable notice of material changes when practicable.
  
  
• (h) Payment Compliance. The Client agrees to comply with all applicable card-network and NACHA rules, the Stripe Services Agreement, and to use the payment features solely for lawful transactions related to its organizational activities. The Client is solely responsible for ensuring that its transactions, including transactions performed on its behalf, comply with applicable laws and regulations.

Financial Accounts and Spend Cards. Please see the additional terms and fees applicable to Client’s use of Financial Account and Spend Card services in sections 13B and their associated fees in the Byga proposal, order form or administrative dashboard.

Auto-Renewal. Unless otherwise stated in the order form, each subscription term will automatically renew for successive one-year terms at the then-current renewal rate, unless either party provides written notice of non-renewal at least thirty (30) days prior to the end of the current term. Byga will provide advance notice of any material changes to Fees or terms applicable to a renewal. Continued use of the Services after renewal constitutes acceptance of the renewal term and applicable Fees to the extent permitted by applicable law.

True-Up Adjustments. If during the subscription term the Client’s actual usage of the Services exceeds the licensed or contracted capacity (for example, number of financial accounts, published websites, teams, players, or administrators), Byga may invoice the Client for additional usage at the then-current rate.

• (a) Byga may review usage periodically and provide written notice if usage exceeds contracted limits, but failure to deliver such notice does not waive any True-Up Fees owed.

• (b) True-Up Fees will either be (i) invoiced quarterly or at the end of the subscription term, at Byga’s discretion, or (ii) reflected in the renewal invoice for the next term.

• (c) The subscription level for the renewal term may automatically adjust to reflect the highest usage during the prior term, unless otherwise agreed in writing.
  
  

Taxes. All Fees are exclusive of applicable sales, use, VAT, GST, or similar taxes. The Client is responsible for payment of all such taxes arising from its subscription or use of the Services, except for taxes based on Byga’s income. Byga may collect sales tax on its own fees where required by law.

Late Payments. Any undisputed amount not received when due may accrue interest at 1.5% per month (or the maximum rate permitted by law, if lower), from the due date until paid in full. Byga may suspend or limit access to the Services if any undisputed payment remains outstanding for more than thirty (30) days after notice. Client agrees to pay reasonable collection costs for overdue amounts.

Fee Adjustments. Byga may modify Fees applicable to renewal terms or future transactions upon reasonable notice. Unless otherwise agreed in writing, changes apply prospectively only.

Termination for Nonpayment. If payment is not received within the specified time, Byga reserves the right to suspend or terminate access to the Services after written notice. Such suspension or termination shall not limit Byga’s rights under Section 3.2 (Payments and Refund Responsibility) to withhold or offset funds in connection with chargebacks, refunds, or other payment obligations. Suspension or termination for nonpayment does not relieve the Client of its obligation to pay all Fees due through the end of the current subscription term. Suspension or termination does not relieve the Client of its obligation to pay all Fees due through the end of the current subscription term. Byga may suspend Services immediately for payment failures involving suspected fraud or material payment-processing exposure.

3.2 Payments and Refund Responsibility

Role of the Parties. Byga provides a technology platform that enables the Client to manage registration, payments, and related activities. Except where expressly stated, Byga is not a party to any transaction between the Client and its participants, members, or Clients. The Client is the sole Merchant of Record for all payments it collects through the Services and bears sole responsibility for the accuracy, legality, and fulfillment of such transactions. Byga does not sell goods or services to the Client’s participants and is not a seller, co-seller, or marketplace facilitator.

Stripe Connect. Payment processing is provided through Stripe Connect. The Client’s use of the payment features constitutes acceptance of the Stripe Processing Terms in Section 13A. Stripe acts as the payment processor, while Byga serves as a technology intermediary and platform provider. The Client authorizes Byga and Stripe to receive, hold, and disburse funds on its behalf in connection with transactions processed through the Services in accordance with the Stripe Services Agreement.

Settlement and Reserves. Stripe, and Byga acting through Stripe, may hold funds, impose rolling reserves, or delay settlements when required to manage risk, prevent fraud, or comply with law or card-network requirements. Byga will make commercially reasonable efforts to communicate any such actions to the Client. All payouts are subject to Stripe’s standard settlement schedules and applicable reserve policies. Byga is not responsible for delays or decisions made by Stripe regarding settlement or reserves.

Refunds. The Client is solely responsible for issuing refunds to its participants or customers in accordance with its refund policies and applicable law. Refunds may be initiated by the Client directly through its Stripe account or, at the Client’s direction, by Byga as an administrative service through the Stripe platform. In all cases, the Client remains fully responsible for the refund decision, underlying obligation, and any resulting financial impact.

Disputes and Chargebacks. The Client bears full responsibility for managing and responding to any payment disputes, chargebacks, or retrieval requests initiated by payers. Byga may provide supporting evidence through Stripe but is not required to arbitrate or resolve such disputes. Any chargeback amounts, network fees, or dispute costs assessed by Stripe will be deducted from the Client’s future settlements or invoiced directly. The Client agrees to indemnify Byga for losses arising from chargebacks or invalid refund requests caused by the Client.

Taxes and Reporting. The Client is solely responsible for determining, collecting, reporting, and remitting any taxes, fees, or assessments associated with its transactions or activities conducted through the Services. Byga may issue tax forms (e.g., IRS Form 1099-K) or other required reports in accordance with Stripe’s obligations as a payment facilitator.

Data and Compliance. The Client represents that all payment activity complies with applicable laws, including those governing payments, data privacy, sanctions, and consumer protection. Byga may, at its discretion, suspend payment functionality or withhold funds if fraudulent, illegal, or high-risk activity is suspected.

4. Use of the Services

Subject to all terms and conditions of this Agreement, Byga grants Client a worldwide, non-exclusive, non-transferable, non-sub-licensable right and license during any applicable Term to access and use the Services solely for Client’s business purposes, but in any event only in accordance with this Agreement. Client may allow employees, volunteers, organization members, parents/guardians, athletes, consultants or contractors to act as Authorized Users, provided their use is for Client’s benefit only and Client requires all such Authorized Users to comply with all applicable security and Services use obligations hereunder, and the User Terms of Service. 

Client is prohibited from granting access to the Services to any person under the age of thirteen (13) (“Child”), and Client is prohibited from granting access to the Services to any person under the age of eighteen (18) (such person between the ages of 13 and 18, “Minor”) unless Client has obtained the written consent of such Minor’s parent or legal guardian. Client may enable Authorized Users who are the parent or legal guardian of Children or Minors (“Authorized Parents/Guardians”) to provide information, including Personal Information, relating to such Children or Minors and/or, solely with respect to Minors, to create accounts for such Minors. As between the Parties, Client is solely responsible for ensuring Authorized Parents/Guardians have the legal authority to provide any information relating to Children and Minors, and Client will ensure, including by requesting supporting documentation, that such legal authority is held by Authorized Parents/Guardians in all cases relating to Children and Minors. 

The Services are not designed for, intended to attract, or directed toward children under the age of thirteen (13), and we do not knowingly collect any Personal Information directly from anyone under thirteen (13) years of age through the Services. For the avoidance of doubt, any person to whom Client is prohibited from granting access to the Services is NOT an Authorized User. Client will take steps to ensure no prohibited persons access or use the Services. Byga disclaims all liability, and Client is solely responsible, for any use of the Services and any violation of this Agreement by an Authorized User and by any person who is granted access to the Services who is not a Client or an Authorized User.

Client and its Authorized Users access and use of the Services and any content accessed or submitted through the Services must comply with all applicable laws, regulations and ordinances. As a condition of access and use, Client and its Authorized Users must not (and must not allow any third party to): 

1. rent, lease, copy, transfer, sublicense, or provide access to the Services to a third party (except Authorized Users as specifically permitted above); 
2. incorporate the Services (or any portion thereof) into, or use it with or to provide, any site, product or service other than Client Sites as authorized under this Agreement; 
3. use the Services (or any portion thereof) for time sharing purposes or for a third party’s benefit; 
4. publicly disseminate information regarding the performance of the Services (which is deemed Byga’s Confidential Information); 
5. modify or create a derivative work of the Services or any portion thereof; 
6. reverse engineer, disassemble, decompile, translate, or otherwise seek to obtain or derive the source code, underlying ideas, algorithms, file formats or non-public APIs to any of the Services; 
7. restrict, inhibit, or tamper with the Services, including by disrupting the design of user interfaces, including by removing any “powered by Byga” or similar mark or logo displayed on or in connection with the Services; 
8. distribute any portion of the Services, other than as specifically permitted above; or 
9. remove or obscure any proprietary or other notices contained in the Services, including in any reports or output obtained from the Services.

Client agrees that as between the Parties, Byga retains all rights, title and interest (including all intellectual property rights) in and to the Services, including all Byga Technology (which is deemed Byga’s Confidential Information) but excluding all Client Data and Client Sites, and reserves any licenses not specifically granted herein. The Services are offered as an online, hosted product. Accordingly, Client acknowledges and agrees that it has no right to obtain a copy of the software associated with any of the Services and that Byga at its option may make updates, bug fixes, modifications, discontinuations or improvements to the Services from time to time. Byga will not be liable to Client or to any third party for any modification, suspension, or discontinuance of any of the Services.

If Client elects to provide any suggestions, comments, improvements, information, ideas or other feedback or related materials to Byga (collectively, “Feedback”), Client hereby grants Byga a worldwide, perpetual, non-exclusive, non-revocable, sublicensable, royalty-free right and license to use, copy, disclose, license, distribute and exploit any such Feedback in any manner without any obligation, payment, or restriction based on intellectual property rights or otherwise. Such Feedback shall not constitute Client Data. Nothing in this Agreement limits Byga’s right to independently use, develop, evaluate, or market products, whether incorporating Feedback or otherwise.

5. Client Data

5.1 Rights in Client Data.

Client retains all rights, title, and interest in and to Client Data. Client grants Byga a non-exclusive, worldwide, royalty-free right to use, host, copy, process, transmit, and display Client Data as reasonably necessary to provide and support the Services, to maintain the security of Services, to prevent fraud or other misuse of the Services, to address technical or security issues, and to comply with applicable law and legal process, including Byga’s legal and compliance obligations. Byga processes Client Data (including any Personal Information contained therein) solely on behalf of, or at the direction of, Client, including as set forth in this section. Except as expressly set forth in this Agreement, Byga acquires no rights in or to Client Data.

5.2 Data Security. 

Byga will ensure that its personnel who have access to Client Data are bound by confidentiality obligations appropriate to the nature of such Client Data. Byga will implement reasonable and appropriate administrative, technical, and physical safeguards designed to protect Client Data against unauthorized access, loss, or disclosure. 

Byga will notify Client without undue delay after confirming any material unauthorized access to Personal Information contained within Client Data stored or processed by Byga (“Security Incident”). Such notice will include information reasonably available to Byga at the time. For the avoidance of doubt, Byga’s obligations under this section do not apply to unsuccessful attempts or activities that do not compromise the security of such Personal Information.

5.3 Deletion or Return of Client Data. 

Upon termination or expiration of this Agreement, Byga will comply with Section 9 (Termination) with respect to the continued retention of Client Data. At any point during the Term, Client also has the right to request that Byga delete Client Data, or portions thereof. Byga will delete such data, upon Client’s written request, provided it is not necessary that Byga retain it for legal or compliance purposes (e.g., fraud prevention, accounting, audit, etc.). 

5.4 Aggregated and De-Identified Data. 

Byga may create and use aggregated, anonymized, or de-identified data derived from Client Data and use such data during and after the Term for analytics, benchmarking, product improvement, and other lawful purposes, provided such data does not identify Client or any individual and Byga does not attempt to re-identify such data.

6. Client Obligations

Client agrees to maintain and adhere to all reasonable security measures to protect Client’s systems, Client Sites, and credentials used to access the Services as well as all Client Data in Client’s possession or control from unauthorized or unlawful access, use, disclosure, control, tampering, encryption or any other unauthorized processing or misuse. 

Client is solely responsible for its Client Data and Client Sites and the consequences of collecting, using, making available and transmitting Client Data to/from the Services or creating or using Client Sites. Client represents and warrants that it has provided all notices and obtained all consents necessary to make available Client Data to Byga and/or the Services and to allow for Byga’s collection, use, storage, disclosure and other processing of such Client Data for the purposes of providing the Services and as otherwise contemplated herein. Without limiting the foregoing, Client must ensure, and is solely responsible for ensuring, that the collection, use, disclosure and other processing of Client Data as contemplated under this Agreement complies with applicable laws. Client must not submit, make available, collect or use any Restricted Data with or to the Services. The Parties agree that Byga has no liability under this Agreement for Restricted Data received from Client. 

Client must ensure that it complies with any applicable third-party application development or distribution agreements (such as the “Apple App Store” terms) applicable to the Services. Client will not take any action that would cause Byga or the Services to become subject to any third party terms including open source license terms. 

Client will be solely responsible for responding to infringement notices and take-down requests it receives related to any Client Data or any Client Sites. Client must promptly notify Byga if it learns of any infringement notices or take down requests, and immediately comply with such requests. Without limiting its other available remedies, Byga without liability may take down allegedly infringing property and content, and otherwise respond to any notice and take-down requests it receives in accordance with its policies.

Client agrees not to (a) post, upload, or distribute any content that is unlawful, defamatory, libelous, inaccurate, or that a reasonable person could deem to be objectionable, profane, indecent, pornographic, harassing, threatening, hateful, or otherwise inappropriate; (b) interfere in any way with security-related features of the Services; (c) interfere with the operation or any user’s enjoyment of the Services, including by uploading or otherwise disseminating viruses, adware, spyware, worms, or other malicious code, making unsolicited offers or advertisements to other users, or attempting to collect or use personal information about users or third parties without their consent; (d) access, monitor or copy any content or information of the Services using any robot, spider, scraper, or other automated means or any manual process for any purpose without our express written permission; (e) perform any fraudulent activity, including misrepresenting any person or entity; or (f) sell or otherwise transfer the access granted herein.

Clients using certain Services have additional obligations as set forth in the “Third Party Products and Integrations” section, below.

7. Services and Support

Support is available at https://byga.net/support. Additional services may require separate agreements. Any support services are subject to this Agreement and Byga’s applicable support policies. Client agrees to cooperate with Byga to enable delivery of Services.

8. Representations and Warranties

Client represents and warrants that Client has the authority and has secured all necessary rights, licenses and permissions to enter this Agreement and comply with its obligations hereunder. Client will comply with its obligations hereunder and will comply with, and ensure all Authorized Users comply with, all applicable laws, policies, regulations and ordinances. Neither Client nor its Authorized Users will use the Services for illegal or fraudulent purposes, nor violate third party rights, including intellectual property, privacy or publicity rights. Byga assumes no liability for the Client Sites or Client Data beyond its security obligations under Section 5.

Client further represents and warrants that at all times during the Term of this Agreement, (a) Client’s installation, configuration, and/or use of the Services shall conform to this Agreement and any other specifications provided by or on behalf of Byga; and (b) none of the Client Sites constitute, support, encourage or otherwise contribute to a transaction that Client knows or reasonably should know to be fraudulent. Client represents and warrants that it, its affiliates, and its Authorized Users are not on any U.S. government list of prohibited or restricted parties or located in (or a national of) a country subject to a U.S. government embargo or that has been designated by the U.S. government as a “terrorist supporting” country.

9. Term and Termination

This Agreement continues until expiration or termination. Client can cancel or terminate any Service with thirty (30) calendar days written notice to Byga. Each Term will automatically renew for additional successive periods unless either Party gives written notice of non-renewal at least thirty (30) calendar days before the end of the then-current Term. Unless agreed to in writing prior to the end of the Term, pricing for any Term renewal will be at Byga’s then-applicable rates.

Byga may immediately suspend Client’s and its Authorized Users’ access to the Services in the event of non-payment or overdue payment, breaches of this Agreement or any other applicable agreement, or security risks.

Either Party may terminate this Agreement if the other Party: (a) fails to cure any material breach of this Agreement (including a failure to pay fees) within thirty (30) calendar days after written notice detailing the breach; (b) ceases operation without a successor; or (c) seeks protection under any bankruptcy, receivership, trust deed, creditors’ arrangement, composition, or comparable proceeding, or if any such proceeding is instituted against that party (and not dismissed within sixty (60) calendar days thereafter). Byga may also terminate this Agreement immediately if Client breaches Sections 5 (“Client Data”), 6 (“Client Obligations”) or 10 (“Confidential Information”). 

Upon any expiration or termination of this Agreement: (i) Client’s license rights shall terminate and it must immediately cease use of the applicable Services (including any related Byga Technology), cease distributing any Byga Technology, and delete (or, at Byga’s request, return) any and all copies of any Byga Technology, any Byga documentation, passwords or access codes, and any other Byga Confidential Information in Client’s possession, custody, or control ; and (ii) Client’s right to access any Client Data in the applicable Service will cease. Upon expiration or termination of this Agreement, Byga will delete any Client Data  in its possession within a reasonable period of time, provided  Byga shall be permitted to retain Client Data after the expiration or termination of the Agreement as required for Byga to comply with its independent legal and compliance obligations (e.g., fraud prevention, accounting, audit, etc.). If Byga terminates this Agreement for cause, any payments for the remaining portion of the Term will become due and must be paid immediately by Client. Except where this Agreement specifies an exclusive remedy, all remedies under this Agreement, including termination or suspension, are cumulative and not exclusive of any other rights or remedies that may be available to a Party. 

The following Sections survive any expiration or termination of this Agreement: 

• Provisions that by their nature are intended to survive termination (including 1 (“Definitions”); 3 (“Payments and Fees”); 5 (“Client Data”); 9 (“Term and Termination”); 10 (“Confidential Information”); 11 (“Indemnification”); 12 (“Disclaimers; Limitations of Liability”); 13 (“Third-Party Products and Integrations”), and 24 (“Governing Law; Jurisdiction”).
• Provisions that allocate risk, or limit or exclude a Party’s liability, to the extent necessary to ensure that a Party’s potential liability for acts and omissions that occur during the Term remains unchanged after this Agreement terminates.

10. Confidential Information

Each Party (as the receiving Party) must: (a) hold in confidence and not disclose the other Party’s Confidential Information to third parties except as permitted by this Agreement; and (b) use the other Party’s Confidential Information only to fulfill its obligations and exercise its rights under this Agreement. Each Party may share the other Party’s Confidential Information with its employees, agents, or contractors having a legitimate need to know (which, for Byga, includes subcontractors as permitted under Section 16), provided that such Party remains responsible for any recipient’s compliance with the terms of this Section 10 and these recipients are bound to confidentiality obligations no less protective than this Section. These confidentiality obligations do not apply to (and Confidential Information does not include) information that: (a) is or becomes public knowledge through no fault of the receiving Party; (b) was known by the receiving Party prior to receipt of the Confidential Information; (c) is rightfully obtained by the receiving Party from a third party without breach of any confidentiality obligation; or (d) is independently developed by the receiving Party without using the disclosing Party’s Confidential Information. A Party may also disclose the other Party’s Confidential Information to the extent required by law or court order, provided it gives advanced notice (if permitted by law) and cooperates in any effort by the other Party to obtain confidential treatment for the information. The Parties acknowledge that disclosure of Confidential Information may cause substantial harm for which damages alone may be an insufficient remedy, and so upon breach of this Section 10 each Party is entitled to seek appropriate equitable relief in addition to any other remedies it may have at law.

11. Indemnification

Client agrees to indemnify and hold Byga and its respective employees, directors, officers, agents, vendors, partners and suppliers harmless from and against any claims, proceedings, demands, suits, costs, damages, losses, liabilities and expenses (including reasonable attorney’s fees) arising from or pertaining to (i) any Client Data or Client Sites, (ii) any breach of applicable law by the Client or any Authorized User, (iii) any breach of any of the Client’s obligations under this Agreement, or (iv) any losses arising out of Client’s or Authorized Users’ access or use of a Third-Party Integration or breach of Third-Party Integration terms, including all rights and obligations set forth under Section 13 of this Agreement. Client also agrees to defend Byga against these claims at Byga’s request, but Byga may participate in any claim through counsel of its own choosing and assume the exclusive defense and control of any matter subject to indemnification by Client, in which event Client will fully cooperate with Byga in asserting any available defenses. Client must not settle any claim without Byga’s prior written consent if the settlement does not fully release Byga from liability or would require Byga to admit fault, pay any amounts, or take or refrain from taking any action.

12. Disclaimers; Limitations of Liability

ALL Byga TECHNOLOGY AND RELATED SERVICES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. NEITHER Byga NOR ITS PARTNERS OR SUPPLIERS MAKE ANY WARRANTIES, EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY, TITLE, FITNESS FOR A PARTICULAR PURPOSE OR NONINFRINGEMENT. Byga DOES NOT WARRANT OR GUARANTEE THAT ANY Byga TECHNOLOGY OR RELATED SERVICES (INCLUDING CHANGES CLIENT MAKES TO CLIENT PROPERTIES) WILL MEET CLIENT’S EXPECTATIONS, THAT CLIENT DATA WILL BE ACCURATE OR PRESERVED WITHOUT LOSS, OR THAT USE OF THE Byga TECHNOLOGY WILL BE UNINTERRUPTED OR ERROR FREE. Byga WILL NOT BE LIABLE FOR DELAYS, INTERRUPTIONS, TRANSMISSION ERRORS, SERVICE FAILURES, AND OTHER PROBLEMS INHERENT IN THE USE OF INTERNET APPLICATIONS OR CAUSED BY NON-Byga SYSTEMS, NETWORKS, PRODUCTS OR SERVICES. Byga CANNOT GUARANTEE THAT THE SERVICES WILL BE ERROR-FREE OR SECURE AND WILL NOT BE RESPONSIBLE FOR UNAUTHORIZED ACCESS OR OTHER MISUSE BEYOND ITS REASONABLE CONTROL. CLIENT ACKNOWLEDGES THAT (A) Byga IS NOT A “BUSINESS ASSOCIATE” OR “SUBCONTRACTOR” (INCLUDING AS THOSE TERMS ARE DEFINED IN THE HIPAA, AND (B) THAT THE SERVICES ARE NOT HIPAA COMPLIANT. IN NO EVENT SHALL Byga BE RESPONSIBLE FOR ANY DECISIONS OR ACTIONS TAKEN (OR NOT TAKEN) BY CLIENT BASED UPON USE OF ANY Byga TECHNOLOGY OR RELATED SERVICES. THE DISCLAIMERS IN THIS SECTION SHALL APPLY TO THE MAXIMUM EXTENT NOT PROHIBITED BY APPLICABLE LAW, NOTWITHSTANDING ANYTHING TO THE CONTRARY HEREIN. CLIENT MAY HAVE OTHER STATUTORY RIGHTS. HOWEVER, ANY STATUTORILY REQUIRED WARRANTIES UNDER APPLICABLE LAW, IF ANY, SHALL BE LIMITED TO THE SHORTEST PERIOD AND MAXIMUM EXTENT PERMITTED BY LAW.

TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL Byga OR ITS PARTNERS OR SUPPLIERS BE LIABLE FOR ANY LOSS OF USE, LOST OR INACCURATE DATA, INTERRUPTION OF BUSINESS, LOST PROFITS, COSTS OF DELAY, REPUTATIONAL HARM, OR ANY INDIRECT, SPECIAL, INCIDENTAL, COVER, RELIANCE OR CONSEQUENTIAL OR PUNITIVE DAMAGES OF ANY KIND, HOWEVER CAUSED, EVEN IF INFORMED IN ADVANCE OF THE POSSIBILITY OF SUCH DAMAGES. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL Byga’s OR ITS PARTNERS’ OR SUPPLIERS’ TOTAL LIABILITY TO CLIENT EXCEED IN AGGREGATE THE AMOUNT ACTUALLY PAID OR PAYABLE BY CLIENT TO Byga FOR THE APPLICABLE SERVICE OR RELATED SERVICES IN THE TWELVE (12) MONTHS PRECEDING THE CLAIM. FOR FREE ACCESS SUBSCRIPTIONS OR BETA RELEASES PROVIDED WITHOUT CHARGE, Byga’s TOTAL LIABILITY SHALL NOT EXCEED IN AGGREGATE ZERO U.S. DOLLARS ($0 US). NOTWITHSTANDING THE FOREGOING, NONE OF THE LIMITATIONS IN THIS SECTION EXCLUDES EITHER PARTY’S LIABILITY FOR FRAUD OR FOR DEATH OR PERSONAL INJURY TO THE EXTENT CAUSED BY A PARTY’S NEGLIGENCE. EACH PARTY ACKNOWLEDGES AND AGREES THAT THIS SECTION 12 IS A FUNDAMENTAL BASIS OF THE BARGAIN AND A REASONABLE ALLOCATION OF RISK BETWEEN THE PARTIES AND WILL SURVIVE AND APPLY TO ANY CLAIMS ARISING OUT OF OR RELATED TO THIS AGREEMENT, ANY Byga TECHNOLOGY OR ANY RELATED SERVICES, REGARDLESS OF THE THEORY OF LIABILITY (CONTRACT, TORT, STRICT LIABILITY OR OTHERWISE), EVEN IF ANY LIMITED REMEDY IN THIS AGREEMENT IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE.

13. Third-Party Integrations and other Third-Party Services

Byga may reference, enable you to access, or promote (including via the Byga website) third-party services. These services are provided for your convenience only and Byga does not approve, endorse or recommend any third-party services to you. Your access and use of any third-party service is at your own risk and Byga disclaims all responsibility and liability for your use of any third-party service. Your use of any third-party service is subject to that third-party service’s own terms of use and privacy policies (if any).

Without limiting the foregoing, the Services may integrate with and include third-party products and services offered by Byga’s partners and suppliers (“Third-Party Integrations”). Client acknowledges and agrees that (i) certain of these Third-Party Integrations are enabled by default, in which case Client may disable the integration within the integrations dashboard of the Service and (ii) other Third-Party Integrations must be enabled by Client within the integrations dashboard of the Service or as instructed by Byga personnel. Third-Party Integrations may access Client’s instance of the Services and export, delete, alter, collect, use, or otherwise process Client Data. Client acknowledges and agrees that such Third-Party Integrations may be subject to separate terms and privacy policies. Client is solely responsible for its use of Third-Party Integrations and for compliance with any applicable third-party terms. Byga does not warrant or support Third-Party Integrations (whether or not they are designated as “powered by”, “verified by”, or otherwise certified by Byga) and disclaims all responsibility and liability for these products and services and their access to the Services and use of Client Data. All Third-Party Integrations are used by Client at Client’s own risk. Client further acknowledges and agrees that it will comply with the additional terms set forth below with respect to any use of the specified Third-Party Integrations, which such terms apply in addition to the terms herein. Byga cannot guarantee the continued availability of any Third-Party Integrations and may cease providing them without entitling Client to any refund, credit, or other compensation.

• (A) Additional Terms for Clients Using Payment Processing Services Provided Through Stripe Payments Company

Payments made or received through the Platform are processed by Stripe, Inc. and its affiliates (“Stripe”). 

The following additional terms apply if Client chooses to use payment processing services provided by Stripe through the Services, such as by creating or connecting a Stripe account (the “Stripe Services”): 

Stripe provides payment processing and related services as an independent service provider, and such services are governed by, and Client agrees to be bound by, the Stripe Connected Account Agreement, the Stripe Services Agreement, the Stripe Privacy Policy, as they may be updated from time to time (together, the “Stripe Processing Terms”).

Client authorizes Byga to act on Client’s behalf in connection with Client’s Stripe account, including receiving notices and transmitting Client Data and other information to Stripe to facilitate payment processing. Where applicable, bank account connections and verification for ACH transactions are provided by Plaid Technologies, Inc. (“Plaid”) to securely link financial institutions to Stripe for payment processing. By connecting a bank account, Client authorizes Plaid to access and transmit certain financial information for account verification and payment purposes and agrees that use of Plaid’s services is subject to Plaid’s End User Terms of Service and End User Privacy Policy. Client agrees that Byga is not a bank, money transmitter, or payment processor, and does not itself hold or control funds. 

Client acknowledges that the Stripe Services are provided directly by Stripe and its partners, and as between Byga and Client, Byga has no liability for the Stripe Services or any damages resulting from the use of such services. Stripe may collect Personal Information from Client and the Authorized Users and others to whom Client makes the Stripe Services available, including via cookies and similar tracking technologies. The Personal Information Stripe collects may include, among other information, transactional data and identifying information about devices that connect to its services. Stripe uses this information to operate and improve the services it provides, including for fraud prevention and detection, authentication, analytics related to the performance of its services, and to enhance and customize the user experience. By using the Stripe Services, Client agrees to provide all necessary notices to, and obtain all necessary rights and consents from, the applicable individuals sufficient to enable Stripe to lawfully collect, use, retain, and disclose any Personal Information relating to the Authorized Users and others to whom Client makes the Stripe Services available in any and all ways contemplated in the Stripe Services Agreement and Stripe Privacy Policy. 

Client and Authorized Users may only use any Stripe Services for business purposes and are prohibited from using such services for any other purposes, including, but not limited to, personal, family or household purposes, or passing such services through to any third parties.

Client represents and warrants that (a) Client has, and complies with, all necessary rights, consents, licenses, and approvals for the operation of Client’s business and to allow Client to access and use the Stripe Services, (b) Client is in compliance with the all product design, marketing, compliance, reporting, and other guidelines and requirements Stripe establishes, (c) Client is authorized to initiate settlements to and debits from the bank accounts Client identifies to Stripe, (d) Client is the named account holder of each such bank account, each such bank account is located in a country Stripe approves Client to maintain bank accounts in, Client’s use of the Stripe Services and any technology provided by Stripe complies with any and all applicable laws, and all information Client provides to Stripe, including any information with respect to Authorized Users, is accurate and complete. Client agrees to assist Byga in complying with its obligations to Stripe, including by providing to Byga any information requested by Stripe. 

As between Byga and Client, Client is responsible for all authorized and unauthorized payment card transactions and fund transfers made through the Stripe Services, as well as all fees and penalties incurred resulting from Client’s or any Authorized User’s failure to (a) exercise reasonable care in safeguarding the Stripe Services from loss or theft, or (b) promptly report loss or theft, including fraud. 

• (B) Additional Terms for Clients Using Spend Card and Financial Account Services Provided by Stripe

The following additional terms apply if Client chooses to use Spend Card and Financial Account services (the “Card and Account Services”) enabled through the Services, as described herein. 

Byga does not provide banking services, does not hold deposits, and does not provide FDIC insurance or other financial services. Byga instead partners with Stripe Payments Company for money transmission services and account services with funds held at Fifth Third Bank N.A., Member FDIC. If Client elects to open or use a financial account (sometimes referred to as a “Stripe Financial Account” or “Stripe Treasury Account” or “Financial Account”) offered through the Byga Services, such Financial Accounts are provided by Stripe in partnership with Fifth Third Bank, N.A., Member FDIC, or other participating financial institutions.

These Financial Account services are governed by the Stripe Financial Account Agreement (the “Financial Account Terms”). By opening or using such an account, Client agrees to be bound by the Financial Account Terms in addition to the Stripe Processing Terms. Funds held in a Financial Account are deposited with Stripe’s bank partner(s) in accordance with the Financial Account Terms. 

Byga’s Visa commercial physical and virtual spend cards (“Spend Card(s)”) are powered by Stripe and issued by Celtic Bank or other Stripe bank partner(s). Byga itself is not a card issuer and does not extend credit or hold funds associated with your Spend Cards. Spend Card transactions and balances are managed by Stripe and its bank partner(s).

Client acknowledges that the Card and Account Services are provided directly by Stripe, and as between Byga and Client, Byga has no liability for the Card and Account Services or any damages resulting from Client’s or Authorized User’s use of the Card and Account Services. Client accepts any and all terms Stripe and/or its bank partners require or may require Client to accept in connection with the Card and Account Services, including, but not limited to, Stripe Financial Account Terms and Stripe Issuing Terms which includes the Stripe Issuing Authorized User Terms, Stripe Issuing Accountholder Terms, Spend Card Issuing Bank Terms, Stripe Issuing Spend Card Apple Pay Terms and Conditions and Celtic Bank’s Privacy Policy (including the privacy notice available here). Client agrees to provide all necessary notices to, and obtain all necessary rights and consents from, the applicable individuals sufficient to enable the Card and Account Services, including to enable Stripe and Celtic Bank to lawfully collect, use, retain and disclose the Personal Information in the ways contemplated in such privacy policies.

Subject to any terms provided by Stripe and/or its bank partners, the authorization of individuals to link Financial Accounts, access Financial Accounts and/or utilize Spend Cards in connection with the Card and Account Services is solely the responsibility, and in the discretion, of Client, and Byga disclaims all liability for the same. Client agrees that it will only permit authorized employees of Client to create or grant access to Financial Accounts or distribute Spend Cards. Client agrees that only business Financial Accounts may be linked or otherwise used in connection with the Card and Account Services. Client and its Authorized Users are prohibited from using any personal financial accounts in connection with the Card and Account Services. As between Byga and Client, Client is responsible for all authorized and unauthorized transactions made through the Card and Account Services, as well as all fees and penalties incurred resulting from Client’s or any Authorized User’s failure to (a) exercise reasonable care in safeguarding the Card and Account Services from loss or theft, or (b) promptly report loss or theft, including fraud. Client is responsible for any misuse of spend cards or Personal Information. Client must return any spend cards upon Byga’s request. Client agrees that all information provided by Client in connection with the Card and Account Services will be accurate, complete, and current. 

As between the Parties, Client is solely responsible for, and Byga disclaims any and all liability relating to, losses arising out of unauthorized access to or use of any Financial Account or Spend Card or any failure to use appropriate security measures in connection with the Card and Account Services. If Client believes a Spend Card has been lost or stolen or discovers any suspected unauthorized card transactions, it must immediately report this to Byga and Stripe and cancel any compromised cards. If there have been any incorrect charges that are unable to be resolved with the merchant, such charges must be reported to Stripe promptly, but in any event within 110 calendar days.

Client represents and warrants that Client and all Authorized Users are in compliance with the Stripe Financial Account Terms and Stripe Issuing Terms including Stripe Issuing Authorized User Terms, the Stripe Issuing Accountholder Terms, and the Stripe Issuing Spend Card Apple Pay Terms and Conditions. Neither Client nor any Authorized User will use any Financial Account or Spend Card for any unlawful purpose, and Client will take commercially reasonable, physical, organizational and technical measures to secure the Spend Cards and monitor the Financial Accounts and Spend Cards for any suspicious or unauthorized activities. 

• (C) Additional Terms for Clients Using Duda Integration

The following additional terms apply if Client chooses to use the website design and hosting services provided by Duda, Inc. (“Duda”) through the Services (the “Duda Services”) :

Client agrees that as between Byga and Client, Client is solely responsible for any Client Sites created or maintained through the Duda Services, including any and all responsibility for securing any related systems and credentials. Client acknowledges that there are certain laws applicable to information that may be collected through Client Sites, including with respect to providing notices and obtaining consents, such as in connection with the use of any third-party cookies and/or tracking technologies. Client represents and warrants that it will ensure full compliance with all such laws that may be applicable to Client Sites, including, to the extent applicable, posting and maintaining a cookie consent banner that provides notice of, and obtains consents with respect to, third-party tracking technologies. Client must maintain a legally-compliant privacy policy on any Client Site created or hosted through the Duda Services and provide all required disclosures to Client’s Authorized Users and Client Site visitors. Client is prohibited from removing the “Powered by Byga” logo or any similar mark from websites created or hosted through the Duda Services. Client indemnifies Byga against all losses arising out of Client’s use of the Duda Services. Client acknowledges that to the extent Client is provided any templates of documents, including privacy policies, in connection with its use of the Duda Services, Byga provides such templates for illustrative purposes only and such templates do not constitute legal advice, nor does Byga represent that any such templates comply with applicable laws.

• (D) Additional Terms for Clients Using Vertical Insure Integration

The following additional terms apply if Client chooses to use the insurance services provided by Vertical Insure, Inc. (“Vertical Insure”) through the Services:

Client acknowledges and agrees that any services provided by Vertical Insure and marketed as ViCoverage through the Services (the “ViCoveragel Services”) are provided directly by Vertical Insure, and as between Byga and Client, Byga has no liability for the ViCoverage Services or any damages resulting from the Client’s or Authorized User’s use of such ViCoverage Services. Client acknowledges and agrees that by using the ViCoverage Services, certain notice and consent language will be automatically added by or on behalf of Byga to Client’s registration forms to offer Authorized Users the option of purchasing insurance through Vertical Insure. Client and its Authorized Users accept any and all terms and the ViCoverage Privacy Policy that Vertical Insure requires or may require them to accept, as presented by Vertical Insure during the quote and/or purchase process. Client acknowledges and agrees that date of birth, zip code, and home state collected from Authorized Users, including regarding Children or Minors, will be sent to Vertical Insure prior to completion of any registration form to allow Vertical Insure to offer the Authorized User a price quote for the ViCoverage Services. Client agrees to, and will provide all necessary notices and obtain all necessary rights and consents from the Authorized Users (including Authorized Parents/Guardians of Children and Minors) relating to, any such collection and processing of Personal Information.

Client agrees that Client’s and Authorized Users’ use of the ViCoverage Services will comply with any and all applicable laws, and all information Client and its Authorized Users provides to Vertical Insure will be accurate and complete.

14. Assignment

This Agreement will bind and inure to the benefit of each Party’s permitted successors and assigns. Neither Party may assign this Agreement without the advance written consent of the other Party, except that Byga may assign this Agreement without consent in connection with a merger, reorganization, acquisition, or other transfer of all or substantially all of its assets or voting securities. Any attempt to transfer or assign this Agreement except as expressly authorized under this Section 14 will be null and void.

15. Notices

Any notice or communication under this Agreement must be in writing. Client must send any notices under this Agreement (including breach notices) to Byga at legal@byga.net and include “Attn. Legal Department” in the subject line. Byga may send notices to the e-mail addresses on Client’s account or, at Byga’s option, to Client’s last-known postal address. Byga may also provide operational notices regarding the Services or other business-related notices through conspicuous posting of such notice on Byga’s website or the Services. Each Party hereby consents to receipt of electronic notices. 

16. Subcontractors

Byga may use subcontractors and permit them to exercise the rights granted to Byga in order to provide the Services under this Agreement. These subcontractors may include, for example, Byga’s hosted service and CDN (Content Delivery Network) providers. However, subject to all terms and conditions herein, Byga will remain responsible for: (a) compliance of its subcontractors with the terms of this Agreement; and (b) the overall performance of the Services if and as required under this Agreement. Byga takes commercially reasonable steps to require all subcontractors with access to Client Data limit their access and use of such Client Data to purposes that are reasonably related to performance of the Services.   

17. Independent Contractors

The Parties to this Agreement are independent contractors, and this Agreement does not create a partnership, joint venture, employment, franchise, or agency relationship. Neither Party has the power to bind the other or incur obligations on the other party’s behalf without the other Party’s prior written consent.

18. Amendments

Byga may update or modify this Agreement from time to time. If Byga modifies the Agreement during the Term, the modified version will take effect immediately. Client may be required to click through the updated Agreement to show acceptance; in any event, continued use of the Services or any renewal of a Term following such modifications shall constitute acceptance of the updated Agreement. If Client does not agree to the updated Agreement after it takes effect, Client will no longer have the right to use the Services. Except as otherwise described in this Section 18, any modification or amendment to this Agreement must be made in writing and signed by a duly authorized representative of each Party (each in its discretion). No waiver will be implied from conduct or failure to enforce or exercise rights under this Agreement. Waivers must be made in writing and executed by a duly authorized representative of the waiving Party.

19. Integration and Severability

Except as otherwise stated herein, this Agreement constitute the entire and exclusive understanding and agreement between Client and Byga with respect to the Services, and this Agreement supersedes all prior or contemporaneous oral or written communications and proposals between Client and Byga with respect to the Services.

If any provision of this Agreement is found by any court of competent jurisdiction to be unenforceable or invalid, that provision will be limited to the minimum extent necessary so that this Agreement may otherwise remain in effect. Any failure to enforce any provision under this Agreement will not constitute a waiver of that provision.

20. No Third-Party Rights

Nothing in this Agreement confers on any third party the right to enforce any provision of this Agreement. Client acknowledges that each order for the Services only permits use by and for the legal entity or entities identified in the order and not any affiliated entities.

21. U.S. Government Use

The Services are based upon commercial computer software. If the user or licensee of the Services is an agency, department or other entity of the United States Government, the use, duplication, reproduction, release, modification, disclosure or transfer of the Services, or any related documentation of any kind, including technical data and manuals, is restricted by a license agreement or by this Agreement in accordance with Federal Acquisition Regulation 12.212 for civilian purposes and Defense Federal Acquisition Regulation Supplement 227.7202 for military purposes. The Services were developed fully at private expense. All other use is prohibited.

22. Note to International Users

The Services are intended for individuals located in the United States. Client agrees to strictly comply with all such laws and regulations and acknowledges that Client has the responsibility to obtain authorization to export, re-export, or import of any data comprising the Services, as may be required. Byga makes no representations that the Services are appropriate or may be used or available outside the United States. Access to the Services may not be legal in certain countries outside the United States. If Client or its Authorized Users access the Services from outside the United States, Client and its Authorized Users do so at their own risk and Client is responsible for compliance with the laws of the jurisdiction from which the Services are accessed.

23. Entire Agreement

This Agreement represents the Parties’ complete and exclusive understanding relating to the Agreement’s subject matter. It supersedes all prior or contemporaneous oral or written communications, proposals and representations with respect to the Byga Technology or any other subject matter covered by this Agreement. Any external terms provided by Client (including as part of any purchase order or other business form used by Client) are for administrative purposes only, and have no legal effect.

24. Governing Law; Jurisdiction

This Agreement is governed by the laws of the State of California and the United States without regard to choice or conflict of law roles thereof. The exclusive jurisdiction and venue for actions related to the subject matter of this Agreement shall be the state courts located in Santa Clara County, California or the United States District Court for the Northern District of California, and both Parties submit to the personal jurisdiction of these courts. The terms of the United Nations Convention on Contracts for the Sale of Goods do not apply to this Agreement. The Uniform Computer Information Transactions Act (UCITA) shall not apply to this Agreement regardless of when or where adopted. Nothing in this Agreement limits either Party's ability to seek equitable relief.

25. Force Majeure

Neither Party will be liable for any delay or failure to perform its obligations under this Agreement (except payment obligations) if the delay or failure is due to causes beyond its reasonable control, such as a strike, blockade, war, act of terrorism, riot, natural disaster, failure or reduction of power or telecommunications or data networks or services, or government act.

26. Contact Us

If you have any questions about this policy, please contact Byga at legal@byga.net.