Beni, Inc. Terms of Use

Beni has made a commitment to protecting the privacy of those who use the Services. Please review our Privacy Policy. Beni's Privacy Policy, as updated from time to time, is incorporated by reference in these Terms. By using the Services, you are consenting to and agreeing to be bound by the Privacy Policy.

When you use the Services, you consent to receive communications from us electronically via the Services, email, or otherwise. You agree to provide accurate, current, and complete information about yourself when you use the Services and to update such information while you continue to use the Services.

You may be given the opportunity to register to create a user account (“Your Account”). By registering you represent and warrant to Beni that all information that you provide on the registration form is current, complete and accurate to the best of your knowledge, and that you comply with all Eligibility requirements in Section 5 below. You agree to maintain and promptly update your registration information on the Services so that it remains current, complete and accurate. During the registration process, you may be required choose a user name and enter your email address. You acknowledge and agree that Beni may rely on this email address or user name to identify you. You must use a strong password for your account that is unique to our Services and not used by you in any other website or online service. You shall be responsible for protecting the confidentiality of your user name(s) and/or password(s), if any. You are responsible for all use of Your Account, regardless of whether you authorized such access or use, and for ensuring that all use of Your Account complies fully with the provisions of these Terms of Use.

Any conduct that in Beni's sole discretion restricts or inhibits anyone else from using or enjoying the Services will not be permitted. Beni reserves the right in its sole discretion to remove or edit any content and to terminate Your Account for any reason.

If you use a mobile device to access the Services optimized for mobile-viewing, opt in to receive SMS (text messages) from Beni (as/when available), or use a mobile application, the following additional terms and conditions ("Mobile Terms") also apply to you. Your access to the Services via your mobile device or use of a mobile application confirms your agreement to these Mobile Terms, as well as the rest of the Terms.

You may be able to opt in to receive SMS text messages on your mobile device. Your consent is not required as a condition of purchasing any goods or Services from us. Data obtained from you in connection with this text messaging service may include your mobile phone number, your carrier's name, and the date, time, and content of your messages and other information you provide to Beni as part of this service. Beni may use this information to contact you and provide Services you request from Beni.

Beni will not be liable for any delays in the receipt of any text messages. Delivery is subject to effective transmission from your network operator. You understand that wireless service through Wi-Fi or a participating mobile service provider may not be available in all areas at all times and may be affected by product, software, coverage or other service changes made by your mobile service provider or otherwise. You agree that you are solely responsible for all message and data charges that apply to use of your mobile device to access the Services or use of a mobile application. All such charges are billed by and payable to your mobile service provider. Please contact your participating mobile service provider for pricing plans, participation status and details.

Consent to Electronic Communications. By accessing or using our services, you consent to receive communications from Beni electronically, including via email, text message (SMS/MMS), push notification, in-app message, or other electronic means. These communications may include transactional notices, account updates, promotional offers, newsletters, legal disclosures, and other information relating to your use of our services.

Right to Opt Out. You may withdraw your consent to receive certain electronic communications at any time by:

• Clicking the "Unsubscribe" link included in any marketing or promotional email;
• Replying "STOP" to any text message communication;
• Adjusting your notification preferences within your account settings at [URL]; or
• Submitting a written opt-out request to Beni at software@joinbeni.com, clearly identifying your name, account information, and the type(s) of communication from which you wish to opt out.

Scope of Opt-Out. Please note that opting out of electronic communications does not affect your receipt of communications that are required by law or necessary for the administration of your account, including but not limited to:

• Notices of changes to these Terms or our Privacy Policy;
• Security alerts or notifications of unauthorized access to your account;
• Billing statements, payment confirmations, and receipts; and
• Any other communications required by applicable law or regulation.

Processing Time. Opt-out requests will be processed within 10 business days. During that period, you may continue to receive electronic communications that were already in process before your request was received.

Third-Party Communications. If you have separately consented to receive communications from third parties in connection with our services, you must contact those third parties directly to opt out of their communications. Beni is not responsible for communications sent by third parties.

Effect on Service. Opting out of electronic communications does not terminate your account or affect your right to use our services, except to the extent that certain communications are necessary for the performance of services you have requested.

You represent and warrant that you: (a) are above the legal age of majority in your jurisdiction of residence; (b) have not previously been suspended or removed from the Website or Extension; (c) do not have more than one account at any given time for the Website or Extension; (d) will only provide us with true, accurate, current and complete information if you register for an account—if we believe or suspect that your information is not true, accurate, current or complete, we may deny or terminate your access to the Website or Extension (or any portion thereof); and (e) have full power and authority to enter into these Terms and in doing so will not violate any other agreement to which you are a party.

You are solely responsible for the content and information (collectively referred to as “User Content”) that you post or upload on the Services. By submitting User Content to the Services, you automatically grant Beni the royalty-free, perpetual, irrevocable, non-exclusive right and license, but not the obligation, to use, publish, reproduce, modify, adapt, edit, translate, create derivative works from, incorporate into other works, distribute, sub-license and otherwise exploit such User Content (in whole or in part) worldwide in any form, media or technology now known or hereafter developed for the full term of any copyright that may exist in such User Content, without payment to you or to any third parties.

User Content uploaded or otherwise communicated on the Services shall comply with all applicable law and regulations, which you are responsible for knowing and understanding. You are prohibited from posting or otherwise communicating to us, or any other user of the Services any offensive, inaccurate, incomplete, abusive, obscene, profane, threatening, intimidating, harassing, racially offensive, or illegal material, or any material that infringes or violates another person's rights (including intellectual property rights, and rights of privacy and publicity).

You understand and agree that we, without any obligation to do so, may monitor or review any User Content you post, upload or otherwise communicate through the Services. We reserve the right to remove any such User Content, in whole or in part, at our sole discretion, that violates these Terms, is likely to harm our reputation, is deemed inappropriate or otherwise poses a risk of harm to any other person. We reserve the right to deactivate Your Account or otherwise prevent your use and/or participation on Services at any time and for any reason.

You agree that we may access, preserve and disclose your account and any User Content posted, uploaded, received or otherwise communicated if required to do so by law or with the good faith belief that such access, preservation or disclosure is reasonably necessary to: (i) comply with an enforceable subpoena or other legal process; (ii) enforce these Terms; (iii) respond to claims that any information violates the rights of third parties; (iv) respond to your requests for customer service or allow you to use the Services in the future; or (v) protect the rights, property or personal safety of Beni or its members, employees, agents, affiliates, residential communities or any other person.

If it is determined that you retain moral rights (including rights of attribution or integrity) in the User Content, you hereby declare that (a) you do not require that any personally identifying information be used in connection with the User Content, or any derivative works of or upgrades or updates thereto; (b) you have no objection to the publication, use, modification, deletion and exploitation of the User Content by Beni or its licensees, successors and assigns; (c) you forever waive and agree not to claim or assert any entitlement to any and all moral rights of an author in any of the User Content; and (d) you forever release Beni, and its licensees, successors and assigns, from any claims that you could otherwise assert against Beni by virtue of any such moral rights. You also permit any other user to access, view, store, or reproduce the User Content for that user's personal use.

User Content submitted by you will be considered non-confidential and Beni is under no obligation to treat such User Content as proprietary information except pursuant to Beni's Privacy Policy. Without limiting the foregoing, Beni reserves the right to use any User Content as it deems appropriate, including, without limitation, deleting, editing, modifying, rejecting, or refusing to post it. Beni is under no obligation to edit, delete or otherwise modify User Content once it has been submitted to Beni. Beni shall have no duty to attribute authorship of User Content to you and shall not be obligated to enforce any form of attribution by third parties.You agree that your User Content will comply with: (i) the FTC's Guidelines Concerning the Use of Testimonials and Endorsements in Advertising (found at: https://www.ftc.gov/sites/default/files/attachments/press-releases/ftc-publishes-final-guides-governing-endorsements-testimonials/091005revisedendorsementguides.pdf); (ii) the FTC's Disclosures Guide (found at: https://www.ftc.gov/system/files/documents/plain-language/bus41-dot-com-disclosures-information-about-online-advertising.pdf); and (iii) the FTC's Native Advertising Guidelines (https://www.ftc.gov/tips-advice/business-center/guidance/native-advertising-guide-businesses); and any other guidelines issued by the FTC from time to time (the “FTC Guidelines”), as well as any other advertising guidelines required under applicable law. For example, if you have been paid or provided with free products in exchange for discussing or promoting a product or service through the Services, or if you are an employee of a company and you decide to discuss or promote that company's products or services through the Services, you agree to comply with the FTC Guidelines' requirements for disclosing such relationships. You, and not Beni, are solely responsible for any endorsements or testimonials you make regarding any product or service through the Services.

The Services, the content, any materials downloaded, and all intellectual property pertaining to or contained on the Services (including but not limited to copyrights, patents, database rights, graphics, designs, text, logos, trade dress, trademarks, and service marks) are owned by Beni or third parties and all rights, title, and interest will remain the property of Beni and/or such third-party owner, as applicable. All content is protected by trade dress, copyright, patent, and trademark laws, as well as various other intellectual property and unfair competition laws. Except as explicitly stated in these Terms, all rights in and to the Services, including all intellectual property rights therein and thereto, are reserved by us or our licensors. Subject to your compliance with these Terms, you are hereby granted a limited, nonexclusive, nontransferable, non-sublicensable, revocable license to access and use our Services for your own personal, noncommercial use, and solely with respect to any extensions and applications included in the Services, install and use such extensions on a computer or personal device that you own or control. Any use of the Services other than as specifically authorized herein, without our prior written permission, is strictly prohibited and will terminate the license granted herein and violate our intellectual property rights. Any extensions and applications included in the Services are licensed (not sold), and if you fail to comply with any of the terms or conditions of these Terms, you must immediately cease using the applicable extension and remove (that is, uninstall and delete) the applicable extension from your computer or personal device.

You agree that you will not duplicate, publish, modify, create derivative works from, participate in the transfer of, or in any way distribute or exploit the Services, or any portion of the Services, for any public or commercial use, without the express written consent of Beni. Beni and our logos, product or service names, slogans, and the look and feel of the Services are trademarks of Beni and may not be copied, imitated or used, in whole or in part, without our prior written permission. Additionally, you agree that you: (a) will not remove or alter any author, trademark, other proprietary notice, or legend displayed on the Services (or printed pages produced from the Services), and (b) will not make any other modifications to any documents obtained from the Services other than in connection with completing information required to transact business with Beni.

The information and materials contained on the Services, and these Terms, policies, and descriptions on the Services, are subject to change. You accept sole responsibility for all of your activities using the Services. Your use of the Services is limited to the intended function of the Services. Unauthorized use of the Services and systems, including but not limited to unauthorized entry into Beni's systems or misuse of any information posted on the Services, is strictly prohibited. You may not use the Services in a manner that:

(a) harasses, abuses, stalks, threatens, defames, or otherwise infringes or violates the rights of any party (including but not limited to rights of publicity or other proprietary rights);

(b) is unlawful, fraudulent, or deceptive;

(c) uses technology or other means to access content or systems of Beni in a manner that is not authorized by Beni;

(d) uses or launches any automated system, including, without limitation, “robots,” “spiders,” or “offline readers,” to access content or systems of Beni;

(e) attempts to introduce viruses or any other computer code, files, or programs that interrupt, destroy, or limit the functionality of any computer software, hardware, or telecommunications equipment;

(f) attempts to gain unauthorized access to Beni's computer network or user accounts;

(g) encourages conduct that would constitute a criminal offense or that gives rise to civil liability;

(h) violates these Terms or any other Beni policies;

(i) attempts to damage, disable, overburden, or impair Beni servers or networks;

(j) fails to comply with applicable third-party terms; or

(k) constitutes any other inappropriate conduct, as determined by us in our sole discretion.

Beni is not obligated to monitor access to or use of the Services or to review or edit any content. However, we have the right to do so for the purpose of operating the Services, to ensure compliance with these Terms and to comply with applicable law or other legal requirements. We reserve the right, but are not obligated, to remove or disable access to any content, including User Content, at any time and without notice, including, but not limited to, if we, at our sole discretion, consider it objectionable or in violation of these Terms. We have the right to investigate violations of these Terms or conduct that affects the Services. We may also consult and cooperate with law enforcement authorities to prosecute users who violate the law. You are solely responsible for your interactions with other users of the Services and Beni bears no responsibility for your interactions with other users of the Services. Further, Beni is not party to any disputes between you and other users.

Beni reserves the right to remove any User Content that is alleged to infringe the copyright of a third party or otherwise violates any third-party rights and/or to suspend or terminate your access privileges in the event of repeat infringement by you. If you are a copyright owner or authorized agent and believes that your work has been copied and posted in or through the use of the Services in a way that constitutes copyright infringement, or if you believe that your rights have otherwise been violated by the Services, you may submit a notification pursuant to the Digital Millennium Copyright Act (“DMCA”) by providing Beni's Copyright Agent (as defined below) with the following information in writing (see 17 U.S.C. 512(c)(3) for further detail): (i) an electronic or physical signature of the person authorized to act on behalf of the owner of the copyright interest or the person whose rights have been violated; (ii) a description of the copyrighted work that you claim have been infringed or the particular rights violated; (iii) if applicable, a description of where the material that you claim is infringing is located in or through the use of the Services; (iv) your address, telephone number, and email address; (v) a written statement by you that you have a good faith belief that the disputed use is not authorized by the copyright owner, its agent, or the law or with regard to the rights violated; and (vi) a statement by you, made under penalty of perjury, that the above information in your notice is accurate.

Beni's designated representative to receive notifications of claimed infringement (“Copyright Agent”) is Katharine Sanner, who may be contacted by email at software@joinbeni.com or by mail at 220 Water Street #106, Brooklyn, NY 11201. If you believe that User Content that was removed (or to which access was disabled) is not infringing, or that you have the authorization from the copyright owner, the copyright owner's agent, or pursuant to the law, to post and/or use User Content, you may send a counter-notice pursuant to the DMCA containing the following information to the Copyright Agent: (i) your physical or electronic signature; (ii) identification of the User Content that has been removed or to which access has been disabled and the location at which the User Content appeared before it was removed or disabled; (iii) a statement that you have a good faith belief that the User Content was removed or disabled as a result of mistake or a misidentification of the User Content; and (iv) your name, address, telephone number, and email address, a statement that you consent to the jurisdiction of the federal court in New York, and a statement that you will accept service of process from the person who provided notification of the alleged infringement. If a counter-notice is received by the Copyright Agent, Beni may, in Beni's sole discretion, send a copy of the counter-notice to the original complaining party informing that person that it may replace the removed User Content or cease disabling it in ten (10) business days. Unless the copyright owner files an action seeking a court order against the User Content provider or you, the removed User Content may be replaced, or access to it restored.

Affiliate and Referral Relationships. Beni maintains affiliate, referral, sponsorship, or similar commercial relationships with certain third-party merchants, retailers, brands, and service providers (collectively, "Merchant Partners"). When you access a Merchant Partner's website through a link, advertisement, recommendation, or referral provided through our services, Beni may receive compensation in connection with your visit or any subsequent transaction you complete.

Forms of Compensation. The compensation Beni may receive includes, but is not limited to:

• Commissions or referral fees based on purchases, subscriptions, or other transactions you complete on a Merchant Partner's website;
• Flat or per-click fees for directing traffic to a Merchant Partner's website, regardless of whether a purchase is made;
• Revenue-sharing arrangements based on a percentage of your total transaction value;
• Bounty payments for new customer acquisitions or account registrations; and
• Other forms of monetary or non-monetary compensation as agreed upon between Beni and its Merchant Partners.

No Additional Cost to You. Any commission or compensation received by Beni is paid by the Merchant Partner and does not result in any additional charge, fee, or cost to you. The price you pay for goods or services on a Merchant Partner's website is not increased as a result of our affiliate relationship.

Independence of Recommendations. Beni endeavors to provide objective and accurate information regarding Merchant Partners and their products or services. However, you acknowledge that the existence of an affiliate or compensatory relationship may influence the content, placement, or prominence of information, links, or recommendations presented through our services. Beni does not guarantee the accuracy, completeness, or suitability of any product or service offered by a Merchant Partner.

No Endorsement. The fact that Beni receives compensation in connection with a Merchant Partner does not constitute an endorsement, warranty, or guarantee of that Merchant Partner's products, services, quality, or reliability. You are encouraged to conduct your own independent research before making any purchase.

Third-Party Transactions. All purchases and transactions you complete on a Merchant Partner's website are solely between you and that Merchant Partner. Beni is not a party to any such transaction and accepts no responsibility or liability for the goods or services provided, the terms of sale, payment processing, order fulfillment, returns, or any disputes arising from your dealings with a Merchant Partner.

Tracking Technologies. To facilitate affiliate compensation, Beni may use cookies, tracking pixels, unique referral links, or similar technologies to identify and attribute transactions completed on Merchant Partner websites to your use of our services. By using our services and clicking through to Merchant Partner websites, you consent to the use of such tracking technologies for these purposes, consistent with our Privacy Policy.

At times you may experience difficulty accessing the Services or communicating with Beni through the Internet, or other electronic wireless services, as a result of high Internet traffic, transmission problems, systems capacity limitations, or other problems. Any computer system or other electronic device, whether it is yours, an Internet service provider's, or Beni's, can experience unanticipated outages or slowdowns or have capacity limitations. Beni is not responsible for failure or delay of performance caused by such problems.

Our Services enable you to interact with one or more third parties (“Merchants”) to view or purchase (through a Merchant) certain products or services. As result, we provide information about or links to third-party products (collectively, “Third-Party Content”) through the Services to facilitate your interaction with these Merchants. We provide Third-Party Content as a service to you. We disclose your personal information to those Merchants to facilitate your interaction with them. When you use our Services to interact with Merchants, you direct us to disclose personal data to them, which they will use in accordance with their privacy policies. Your dealings, transactions, or correspondence with Merchants are solely between you and the Merchant. Beni does not own or sell the products or services displayed, offered, or made available through Third-Party Materials or the Services. Beni does not handle returns of purchases from a Merchant.

(b) Information on the Services is often aggregated from Merchant sites. We do not guarantee that product descriptions, pricing, or AI-driven recommendations are accurate, complete, reliable, current, or error-free. We try to make the Services and the Website thorough, accurate, and helpful to our customers. However, there may be instances when certain information contained on the Services may be incorrect, incomplete, inaccurate, or appear inaccurate because of the browser, hardware, or other technology that you use. We reserve the right to correct errors (whether by changing information on the Services or by informing you of the error and giving you an opportunity to cancel your order) or to update product information at any time without notice. Subject to applicable law, all products descriptions are subject to change at any time without notice, in our sole discretion. Any offer for any product made via our Services is void where prohibited.

(c) You acknowledge and agree that Beni is solely a platform service and is not the manufacturer or original vendor of products. Beni is not required to determine whether the products offered by Merchants: (i) comply with safety, labeling, or testing laws; (ii) are of a specific quality; or (iii) are accurately described by the original Merchant's website. You agree to conduct your own due diligence regarding the suitability of products (such as sizing and material) before purchase.

(d) We have no obligation to monitor Third-Party Materials or Third-Party Content, and we may block or disable access to any Third-Party Materials or Third-Party Content (in whole or part) through our Services at any time. Your access to and use of such Third-Party Content or Third-Party Materials may be subject to additional terms, conditions, and policies applicable to such Third-Party Content (including terms of service or privacy policies of the providers of such Third-Party Materials). You are responsible for obtaining and maintaining any computer hardware, equipment, network services and connectivity, telecommunications services, and other services necessary to access and use the Services.

You may voluntarily post, submit, or otherwise communicate to us any questions, comments, suggestions, ideas, original or creative materials, or other information about Beni or our Services (collectively, “Feedback”). You understand that we may use such Feedback for any purpose, commercial or otherwise, without acknowledgment or compensation to you, including to develop, copy, publish, or improve the Feedback or Services, or to improve or develop new products, services, or the Services in Beni's sole discretion. Beni will exclusively own all improvements to, or new, Beni products, services, or Services based on any Feedback. You understand that Beni may treat Feedback as nonconfidential.

Some features of the Services use artificial intelligence or machine learning technologies (“AI Features”) to process, analyze, or generate content based on your input (“Input”) and to provide related outputs (“Output”) (collectively, “AI Materials”). Our Services generates suggestions based on your profile and behavior. Beni does not guarantee that these suggestions will meet your specific aesthetic or functional requirements. You agree not to (a) use the Services or Output to develop, train, or improve any competing product, service, or model or (b) use the Services or Output in any manner that violates law, infringes or misappropriates intellectual property or other rights, or interferes with or disrupts the Services. By using the Services, you grant Beni a non-exclusive, transferable, worldwide, perpetual, royalty-free license to use, host, process, and modify your Input and Output to operate, maintain, and improve the Services and its AI models. You are responsible for your use of any Output and understand that AI-generated content may be inaccurate, incomplete, or reflect unintended bias. You will evaluate the content, nature and accuracy of any Output as appropriate for the applicable use case, including by using human review of the Output.

Beni makes no warranty whatsoever to you, express or implied, regarding the security of the Services, including with respect to the ability of unauthorized persons to intercept or access information transmitted by you through the Services. You acknowledge and agree that you are solely responsible for maintaining the security of your devices and passwords. Beni is not responsible for any losses resulting from the loss or theft of your device, the loss or theft of your information transmitted from or stored on your devices, or any losses arising from the use of your device by someone whom you have given access. You are required to notify us of any unauthorized use of the Services by using the contact information in the “Contact Us” section below.

To protect the security of your information, Beni may require you to authenticate your identity (i.e., prove that you are who you say you are) when you use the Services.

(a) TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, BENI AND ITS SUBSIDIARIES, AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES AND AGENTS (COLLECTIVELY, THE “BENI GROUP”) WILL NOT BE LIABLE TO YOU UNDER ANY THEORY OF LIABILITY—WHETHER BASED IN CONTRACT, TORT, NEGLIGENCE, WARRANTY, OR OTHERWISE—FOR ANY INDIRECT, CONSEQUENTIAL, EXEMPLARY, INCIDENTAL, PUNITIVE, OR SPECIAL DAMAGES OR LOST PROFITS, EVEN IF THE BENI GROUP HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

(b) THE TOTAL LIABILITY OF THE BENI GROUP FOR ANY CLAIM ARISING OUT OF OR RELATING TO THESE TERMS OR OUR SERVICES, REGARDLESS OF THE FORM OF THE ACTION, IS LIMITED TO $10.

(c) THE LIMITATIONS SET FORTH IN THIS SECTION 14 WILL NOT LIMIT OR EXCLUDE LIABILITY FOR THE GROSS NEGLIGENCE, FRAUD, OR INTENTIONAL MISCONDUCT OF THE BENI GROUP OR FOR ANY OTHER MATTERS IN WHICH LIABILITY CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW. ADDITIONALLY, SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATIONS OR EXCLUSIONS MAY NOT APPLY TO YOU.

THE SERVICES ARE PROVIDED TO YOU ON AN “AS-IS” AND “AS-AVAILABLE” BASIS WITHOUT ANY REPRESENTATIONS OR WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. BENI MAKES NO WARRANTY THAT (A) THE SERVICES WILL MEET YOUR REQUIREMENTS, (B) THAT OPERATION OF THE SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE, OR (C) THE CONTENT THAT MAY BE OBTAINED FROM THE USE OF THE SERVICES WILL BE ACCURATE OR RELIABLE. BENI UNDERTAKES NO OBLIGATION TO UPDATE THE SERVICES. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM BENI, OR THROUGH THE SERVICES SHALL CREATE ANY WARRANTY REGARDING THE SERVICES NOT EXPRESSLY STATED IN THESE TERMS. YOU UNDERSTAND AND ACKNOWLEDGE THAT ADDITIONAL DISCLAIMERS, LIMITATIONS, AND NOTICES REGARDING THE SERVICES AND ITS CONTENT AND DATA MAY BE PROVIDED BY BENI FROM TIME TO TIME WITHIN THE SERVICES.

WE DO NOT WARRANT THAT THE SERVICES WILL OPERATE ERROR-FREE OR THAT THE SERVICES AND ITS SERVERS ARE FREE OF COMPUTER VIRUSES OR OTHER HARMFUL CONTENT. IF YOUR USE OF THE SERVICES, THE MATERIAL, OR THE SOFTWARE RESULTS IN THE NEED FOR SERVICING OR REPLACING EQUIPMENT OR DATA, WE ARE NOT RESPONSIBLE FOR THOSE COSTS.

GIVEN THE PROBABILISTIC NATURE OF ARTIFICIAL INTELLIGENCE AND MACHINE LEARNING, THE SERVICES MAY IN SOME SITUATIONS PRODUCE OUTPUT THAT IS INACCURATE, INCORRECT, OFFENSIVE OR OTHERWISE UNDESIRABLE. THE ACCURACY, QUALITY AND COMPLIANCE WITH APPLICABLE LAW OF THE OUTPUT IS DEPENDENT UPON AND COMMENSURATE WITH THAT OF THE INPUT PROVIDED AND YOUR COMPLIANCE WITH THESE TERMS, AND NOTWITHSTANDING ANYTHING ELSE SET OUT HEREIN, BENI WILL NOT HAVE ANY LIABILITY OR RESPONSIBILITY TO YOU OR ANY OTHER PERSON OR ENTITY FOR ANY LOSS OR DAMAGES RELATING TO OR ARISING FROM YOUR INPUT, OUTPUT OR THEIR USE.

BENI IS NOT THE MANUFACTURER OR ORIGINAL VENDOR OF THE PRODUCTS AND EXPRESSLY DISCLAIMS ANY LIABILITY FOR PRODUCT DEFECTS, INJURIES, RECALLS, OR OTHER HARMS ARISING FROM THE PRODUCTS. ANY CLAIMS RELATED TO THE QUALITY, SAFETY, OR COMPLIANCE OF THE PRODUCTS MUST BE DIRECTED TO THE ORIGINAL MANUFACTURER OR THE APPLICABLE MERCHANT.

NOTHING IN THE SERVICES SHALL BE CONSTRUED AS LEGAL, FINANCIAL, MEDICAL, OR OTHER ADVICE, AND YOU ARE SOLELY RESPONSIBLE FOR MAKING ALL DECISIONS TO COMPLY WITH ALL APPLICABLE LAWS, REGULATIONS, CODES, OR STANDARDS.

You will defend, indemnify, and hold the Beni Group (and each of them) harmless from and against any actual or threatened suit, actions, proceedings (at law or in equity), claims, damages, payments, deficiencies, fines, judgments, settlements, liabilities, losses, costs, and expenses (including reasonable attorneys' fees, costs, penalties, interest, and disbursements) arising from or related to your conduct with respect to the Services or violation (or alleged violation) of these Terms. Under no circumstance will any member of the Beni Group be liable for damages of any kind that result from your use of, or the inability to use, the Services.

To the fullest extent permitted by applicable law, you release the Beni Group (and each member thereof) from responsibility, liability, claims, demands, and/or damages (actual and consequential) of every kind and nature, known and unknown (including claims of negligence), arising out of or related to disputes between users and the acts or omissions of third parties. If you are a consumer who resides in California, you hereby waive your rights under California Civil Code § 1542, which provides: “A general release does not extend to claims that the creditor or releasing party does not know or suspect to exist in his or her favor at the time of executing the release and that, if known by him or her, would have materially affected his or her settlement with the debtor or released party.”

We may terminate or suspend your access to the Services, delete your account and any content or information or prohibit you from using or accessing the Services (or any portion, aspect or feature of the Services) if you violate these Terms, effective immediately, which may result in the forfeiture and destruction of all information associated with you and your activities in connection with the Services. We may also terminate your account without cause for convenience upon written notice. If you wish to terminate your account, you may do so by following the instructions on the Services. Any fees paid hereunder are non-refundable. In the event of termination, you will still be bound by your obligations under these Terms.

You are responsible for reviewing these Terms regularly. Beni reserves the right, at any time, without notice to you, and in its sole discretion, to modify or discontinue the Services, these Terms, or any Beni policies related to use of the Services. Revisions to these Terms or Beni's policies may be provided through the Services, including by posting the revisions on the Services and updating the “Last Updated” date. Such revisions will go into immediate effect once posted to the Services. Continued use of the Services following such modifications to the Services, these Terms, additional terms and conditions for any service, or other Beni policies will constitute your acceptance of such modifications and revisions.

PLEASE READ THIS SECTION CAREFULLY BECAUSE IT REQUIRES YOU AND BENI TO ARBITRATE CERTAIN DISPUTES AND LIMITS THE MANNER IN WHICH YOU AND BENI CAN SEEK RELIEF FROM EACH OTHER. ARBITRATION PRECLUDES YOU AND BENI FROM SUING IN COURT OR HAVING A JURY TRIAL. YOU AND BENI AGREE THAT ARBITRATION WILL BE SOLELY ON AN INDIVIDUAL BASIS AND NOT AS A CLASS ARBITRATION, CLASS ACTION, OR ANY OTHER KIND OF REPRESENTATIVE PROCEEDING. BENI AND YOU ARE EACH WAIVING THE RIGHT TO TRIAL BY A JURY.

(A) Claims covered by Arbitration. Any dispute between you and Beni arising from or relating to these Terms and their interpretation or the breach, termination or validity thereof, the relationships which result from these Terms, including disputes about the validity, scope or enforceability of this arbitration provision (collectively, “Covered Disputes”), will be settled by binding arbitration.

(B) Information Resolution Process. Prior to initiating any arbitration, the initiating party will give the other party at least 60 days advanced written notice of its intent to file for arbitration. Beni will provide such notice by either email to your e-mail address on file with Beni or by mail to your mailing address on file with Beni and you must provide such notice to Beni by email to software@joinbeni.com.

During such 60-day notice period, the parties will endeavor to settle amicably by mutual discussions any Covered Disputes (the “Informal Resolution Process”). Failing such amicable settlement and expiration of the notice period, either party may initiate arbitration.

(C) Binding Individual Arbitration. Any Covered Dispute may be resolved only through binding individual arbitration conducted by the American Arbitration Association (the “AAA”), https://adr.org/, according to the Federal Arbitration Act, 9 U.S.C. § 1, et seq., (“FAA”). If you are a “Consumer,” meaning that you only use the Services for personal, family, or household purposes, the then-current version of the AAA's Consumer Arbitration Rules, as modified by these Terms (the “Rules”), will apply to Claims between you and Beni. If you are not a Consumer, the then-current version of the AAA's Commercial Arbitration Rules and Mediation Procedures, as modified by these Terms, will apply to Claims between you and Beni.

These Terms affect interstate commerce, and the enforceability of this Section 22 will be substantively and procedurally governed by the FAA to the maximum extent permitted by law. As limited by the FAA, these Terms, and the Rules, the arbitrator will have exclusive authority to make all procedural and substantive decisions regarding any Claim and to grant any remedy that would otherwise be available in court, including the power to determine the question of arbitrability. As allowed by applicable law, the arbitrator may only award legal or equitable remedies that are individual to the successful party to satisfy one of our individual claims in the Covered Dispute (that the arbitrator determines are supported by credible relevant evidence).

(D) Arbitration Procedure and Location. Either party may initiate arbitration of any Covered Dispute not resolved during the Informal Resolution Period (each, a “Claimant”) by filing an Arbitration Demand with AAA in accordance with the Rules. The arbitration will be conducted by a single arbitrator in the English language. You and Beni both agree that the arbitrator will be bound by these Terms.

For Covered Disputes in which the Claimant seeks less than USD $10,000, the arbitrator will decide the matter based solely on written submissions, unless the arbitrator decides that a formal hearing is necessary. For Claims in which the Claimant seeks USD $10,000 or more, or smaller matters in which the arbitrator determines a hearing to be necessary, hearings will be conducted by video or telephone, unless the arbitrator determines an in-person hearing to be necessary. If an in-person hearing is determined to be necessary, the site of any in-person hearing will be determined by the applicable Rules.

The arbitrator (not a judge or jury) will resolve all Covered Disputes in arbitration. Unless you and Beni agree otherwise, any decision or award will include a written statement stating the decision of each Covered Dispute and the basis for the award, including the arbitrator's essential factual and legal findings and conclusions.

Any arbitration decision or award may be enforced as a final judgment by any court of competent jurisdiction or, if applicable, application may be made to such court for judicial confirmation of any award and an order of enforcement.

(E) Arbitration Fees. Each party will be responsible for arbitration fees in accordance with the applicable Rules and these Terms.

(F) Frivolous or Improper Covered Disputes. To the extent permitted by applicable law, a party must pay all costs incurred by the defending party, including any attorney's fees and arbitration fees, related to a Covered Dispute if an arbitrator determines that (i) the Covered Dispute was not warranted by existing law or by a nonfrivolous argument, (ii) the factual contentions for the Covered Dispute lacked evidentiary support when filed or were unlikely to have evidentiary support after a reasonable opportunity for further investigation; or (iii) the Covered Dispute was filed in arbitration for any improper purpose, such as to harass the defending party, cause unnecessary delay, or needlessly increase the cost of dispute resolution.

(G) Confidentiality. If a party files a Covered Dispute in arbitration, you and Beni agree to cooperate to seek protection from the arbitrator for any confidential, proprietary, trade secret, or otherwise sensitive information, documents, testimony, and other materials that might be exchanged or the subject of any discovery in the arbitration. You and Beni agree to seek such protection before any such information, documents, testimony, or materials are exchanged or otherwise become the subject of discovery in the arbitration.

(H) Injunctive and Declaratory Relief. Except as provided in Section 22(C) above, the arbitrator shall determine all issues of liability on the merits of any claim asserted by either party and may award declaratory or injunctive relief only in favor of the individual party seeking relief and only to the extent necessary to provide relief warranted by that party's individual claim. To the extent that you or we prevail on a claim and seek public injunctive relief (that is, injunctive relief that has the primary purpose and effect of prohibiting unlawful acts that threaten future injury to the public), the entitlement to and extent of such relief must be litigated in a civil court of competent jurisdiction and not in arbitration. The parties agree that litigation of any issues of public injunctive relief shall be stayed pending the outcome of the merits of any individual claims in arbitration.

(I) Opting Out of Arbitration. You have the right to opt out of binding arbitration within 30 days of the date you first accepted a version of these Terms by emailing software@joinbeni.com. To be effective, the opt-out notice must be on your own behalf and include your full name, mailing address, and email address. The notice must also clearly indicate your intent to opt out of binding arbitration in order to be valid. By opting out of binding arbitration, you are agreeing to resolve disputes in accordance with Section 22.

(J) Rejection of Modifications to this Section 22. You may reject any change we make to this Section 22 (except changes to notice addresses) as to you, by emailing software@joinbeni.com within 30 days of the date of the change. To be effective, you must send the notice or rejection on your own behalf, and you must include your full name, mailing address, and email address. The notice must clearly indicate your intent to reject changes to Section 22. You may reject changes to Section 22 only as a whole. You may not reject only certain changes to Section 22. If you reject changes made to Section 22, the most recent version of Section 22 that you have not rejected will continue to apply.

(K) Class Action Waiver. YOU AND BENI AGREE THAT EACH MAY BRING COVERED DISPUTES AGAINST THE OTHER ONLY IN YOUR OR ITS INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING. Further, if the parties' Covered Dispute is resolved through arbitration, the arbitrator may not consolidate another person's claims with your claims and may not otherwise preside over any form of a representative or class proceeding. If this specific provision is found to be unenforceable, then the entirety of this Dispute Resolution section shall be null and void.

(L) Severability. With the exception of any of the provisions in Section 22(K) of these Terms (“Class Action Waiver”), if an arbitrator or court of competent jurisdiction decides that any part of these Terms is invalid or unenforceable, the other parts of these Terms will still apply.

Unless you and Beni agree otherwise, in the event that it is determined or these Terms provide that a claim should not proceed through arbitration, you agree that any claim or dispute (with the exception of a claim or dispute appropriately lodged in any small claims court in the United States of America) shall be resolved in the United States District Court for the District of Southern New York, and you submit to the personal jurisdiction of that court. If subject matter jurisdiction (including diversity jurisdiction) does not exist in the United States District Court for the Southern District of New York for any such claim, then the exclusive forum and venue for any such action shall be the state courts of the State of New York sitting in New York City, New York, and you submit to the personal jurisdiction of that court.

You are responsible for compliance with United States export controls and for any violation of such controls, including any United States embargoes or other federal rules and regulations restricting exports. You represent, warrant and covenant that you are not (a) located in, or a resident or a national of, any country subject to a U.S. government embargo or other restriction, or that has been designated by the U.S. government as a “terrorist supporting” country; or (b) on any of the U.S. government lists of restricted end users.

These Terms constitute the entire agreement of the parties with respect to the subject matter hereof and supersede all previous written or oral agreements between the parties with respect to such subject matter. No waiver by either party of any breach or default hereunder shall be deemed to be a waiver of any preceding or subsequent breach or default. The section headings used herein are for convenience only and shall not be given any legal import. Use of the word “including” will be interpreted to mean “including without limitation.” Except as otherwise provided herein, these Terms are intended solely for the benefit of the parties and are not intended to confer third-party beneficiary rights upon any other person or entity. Communications and transactions between us may be conducted electronically.

Beni's failure to insist upon or enforce strict performance of any provision of these Terms shall not be construed as a waiver of any provision or right. Neither the course of conduct between the parties nor trade practice shall act to modify any of these Terms.

Beni may assign its rights and duties under these Terms to any party at any time without notice to you.

If any provision of these Terms shall be deemed unlawful, void, or unenforceable for any reason, then such provision shall be deemed severable from these Terms and shall not affect the validity and enforceability of any remaining provisions. Beni's failure to enforce the strict performance of any provision of these Terms or the additional terms and conditions for any product or service will not constitute a waiver of our right to subsequently enforce such provision or any other provisions of these Terms or the additional terms and conditions.

If you have any questions regarding the Services, please feel free to send us an email at software@joinbeni.com or hello@joinbeni.com. Please note that email communications will not necessarily be secure; accordingly, you should not include payment card information or other sensitive information in your email correspondence with us.

The following terms apply if you install, access, or use the Services on any device that contains the iOS mobile operating system (the “iOS App”) developed by Apple Inc. (“Apple”).

(a) Acknowledgement. You acknowledge that these Terms are concluded solely between us, and not with Apple. Beni, not Apple, is solely responsible for this iOS App and the content thereof. You further acknowledge that the usage rules for the iOS App are subject to any additional restrictions set forth in the Usage Rules for the Apple iOS App Store Terms of Service as of the date you download the App, and in the event of any conflict, the Usage Rules in the Apple iOS App Store will govern if they are more restrictive. You acknowledge that you have had the opportunity to review the Usage Rules.

(b) Scope of License. The license granted to you is limited to a non-transferable license to use the iOS App on any iPhone, iPod touch, iPad, or any other Apple device that you own or control as permitted by the Usage Rules set forth in the Apple iOS App Store Terms of Service.

(c) Maintenance and Support. You and Beni acknowledge that Apple has no obligation whatsoever to furnish any maintenance and support services with respect to the App.

(d) Warranty. You acknowledge that Apple is not responsible for any product warranties, whether express or implied by law, with respect to the App. In the event of any failure of the iOS App to conform to any applicable warranty, you may notify Apple, and Apple will refund the purchase price, if any, paid to Apple for the iOS App by you; and to the maximum extent permitted by applicable law, Apple will have no other warranty obligation whatsoever with respect to the App. The parties acknowledge that to the extent that there are any applicable warranties, any other claims, losses, liabilities, damages, costs, or expenses attributable to any failure to conform to any such applicable warranty would be the sole responsibility of Beni. However, Beni has disclaimed all warranties of any kind with respect to the App, and therefore, there are no warranties applicable to the App.

(e) Product Claims. You and Beni acknowledge that as between Apple and Beni, Beni, not Apple, is responsible for addressing any claims relating to the iOS App or your possession and/or use of the iOS App, including, but not limited to (a) product liability claims, (b) any claim that the iOS App fails to conform to any applicable legal or regulatory requirement, and (c) claims arising under consumer protection or similar legislation.

(f) Intellectual Property Rights. The parties acknowledge that, in the event of any third-party claim that the iOS App or your possession and use of the iOS App infringe that third party's intellectual property rights, Beni, and not Apple, will be solely responsible for the investigation, defense, settlement and discharge of any such intellectual property infringement claim to the extent required under these Terms.

(g) Push Messages. As part of the Services, you may (if enabled) receive push notifications, text messages, alerts, emails or other types of messages directly sent to you outside or inside the App (“Push Messages”). If you decide to enable such Push Messages, you agree to receipt of communications from Beni via the Push Messages. Please be aware that third party messaging or data fees may occur relating to these Push Messages depending on the plan you have with your wireless carrier.

(h) Developer Name and Address. Any questions, complaints, or claims with respect to the iOS App should be directed to:

Beni
220 Water Street #106
Brooklyn, NY 11201
software@joinbeni.com

(i) Third-Party Terms of Agreement. You will comply with any applicable third-party terms when using the Services.

(j) Third-Party Beneficiary. Apple and its subsidiaries are third-party beneficiaries of these Terms, and upon your acceptance of these Terms, Apple will have the right (and will be deemed to have accepted the right) to enforce these Terms against you as a third-party beneficiary thereof.