Terms of Service

Thank you for being a Byonity valued partner! These Terms of Services (“Terms”) govern your business’s relationship with Byonity. By creating an account under these Terms (“Business Account”), you agree to be bound by these Terms.

1. Our Service: Byonity delivers projects that drive your business forward so you can focus on operations. To provide our service, we need to be able to understand your business objectives, financial goals and the current state of your business. As part of our service, we try to ensure our partnership results in business development, marketing, technology and creative design outcomes that will help you succeed. Our Services include personal, professional, and/or consulting services to be rendered by Byonity pursuant to these Terms.

2. Our Handshake: You may use our Service only if you can legally form a binding contract with Byonity and only in compliance with these Terms and all applicable laws. When you create your Business Account, you must provide us with accurate and complete information. If you open an account on behalf of a company, organization or other entity, (a) “you” includes you and that entity and (b) you promise that you are authorized to grant all permissions and licenses provided in these Terms and bind the entity to these Terms, and you agree to these Terms on the entity’s behalf.

3. Confidential Information: The term “Confidential Information” shall mean the information in any form or media, whether received before or after our Services are performed, that relates to your business and that is provided or made available to Byonity by you or any person or entity providing products or services to you or is provided or made available to you by Byonity. Confidential Information includes, but is not be limited to, proprietary software and other intellectual property, tools, methodologies, techniques, processes, inventions, company financial planning and financial data, business plans and strategies, products, contractual agreements, pricing, charges, fees, and compensation and any other information that reasonably should be understood to be confidential to the respective party. Either you or Byonity may label the information it considers Confidential Information but is not required to do so.

Confidential Information will not include information that can be shown, through written documentation or otherwise, to have: (i) entered the public domain without breach of either these Terms or any right of the disclosing party, (ii) been known to the recipient party prior to the time of disclosure and without violation of any right of the disclosing party, its customers and/or their vendors, (iii) been released by the disclosing party to any other person or entity without restriction, (iv) been independently developed without using or referencing any Confidential Information, (v) been obtained from a third party source and reasonably believed to be obtained without violating any obligation of confidentiality of such source to you or Byonity, or (vi) is required to be disclosed by law, subpoena, or other legal process.

4. Service Delivery: Byonity will provide Services in the nature and manner described in an invoice mutually agreed to by you and Byonity. Each invoice will be separately executed and will be subject to and incorporated by reference to these Terms. The fees, expenses, and any other compensation you will pay for specific Services described in any invoice will be set out in the applicable invoice or any corresponding Statement of Fees or Fee Agreement. Unless otherwise agreed by you and Byonity, Byonity shall supply at its own expense any and all equipment, tools, materials and/or supplies required to perform Services. Byonity will at all times bear the risk of loss for Byonity’s equipment, tools, materials and/or supplies used to perform Services.

5. No Guarantee: Byonity does not warrant nor guarantee the profitability or success as a result of Services provided by Byonity. Byonity does not warrant that its services will be error free; however, Byonity will use reasonable efforts to attempt to correct any errors as a service to be provided under this Agreement. Byonity shall have no liability for design decisions made wholly or in part by Client or any other consultant or service vendor for Client.

6. Payment: Invoices must be paid in advance of all Services within one (1) week after the invoice date. If payment is not received within one (1) week, a new invoice will be needed to begin Services. Payment to Byonity for Services provided shall not include deductions for Federal Income Tax or Social Security. Byonity will be responsible for the payment of all taxes of whatever kind or nature in connection with the performance of Services. Unless otherwise set out in an Exhibit, you will reimburse Byonity for costs and expenses.

7. Data Ownership: Your Confidential Information will remain your property. Your Confidential Information will not be used in any manner by Byonity, its employees, agents and subcontractors other than in performance of its obligations, and the Confidential Information will not be disclosed, sold, assigned, leased or otherwise provided to third parties by Byonity, its agents and subcontractors. If Byonity learns of any unauthorized use or disclosure of any Confidential Information, it will promptly notify you, and will reasonably cooperate with you to secure, recover and preclude unauthorized use of such Confidential Information. All materials of any kind containing any Confidential Information will be and will remain your property and will be immediately delivered to you upon written request.

8. Indemnity: You agree to indemnify and hold harmless Byonity and our respective officers, directors, employees and agents from and against any claims, suits, proceedings, disputes, demands, liabilities, damages, losses, costs and expenses, including, without limitation, reasonable legal and accounting fees (including costs of defense of claims, suits or proceedings brought by third parties), in any way related to the performance of our obligations.

9. Dispute Resolution: Informal Dispute Resolution. You and Byonity may, by mutual agreement, attempt to resolve a dispute informally by submitting the dispute to executives selected by each party (a maximum of two persons for each party). These executives shall meet as often as necessary to gather and analyze information relevant to resolving the dispute and shall negotiate in good faith. All proposals and information exchanged as well as discussions during this informal process will be considered settlement discussions and proposals and will be inadmissible in any subsequent proceedings.

Mediation. If no settlement is reached in the informal dispute discussions, either you or Byonity may within thirty (30) days from the date of a written communication that the informal dispute process was unsuccessful give notice to the other party that the noticing party wishes to pursue formal mediation and designate an organization or company specializing in providing neutral, third-party mediators. Neither you or Byonity may unreasonably withhold consent to the selection of mediator. The parties agree to pay their own costs and to equally share the cost of mediation services. The parties agree to be represented at the mediation meeting by individuals with full decision-making authority regarding the matters in dispute. Nothing in this section will prevent either party from resorting to arbitration proceedings if there has been no timely request for mediation, good faith efforts to resolve the dispute by mediation have been unsuccessful 120 days after the initial request for mediation, interim relief from a court is necessary to prevent serious or irreparable injury to one party or to others, or a demand for arbitration must be filed prior to the running of the applicable statute of limitations.

Arbitration. In the event of any dispute between you and Byonity which arises under these Services, such dispute shall be settled by arbitration in accordance with the rules for commercial arbitration of the American Arbitration Association in effect at the time such arbitration is initiated. A list of arbitrators shall be presented to the parties from which one will be chosen using the applicable rules. The hearing shall be conducted at a mutually agreeable location in Santa Clara County, California. The decision of the arbitrator shall be final and binding upon all parties. You and Byonity shall bear its own expenses of the filing fees, attorney fees and related administrative costs. Administrative and other costs of enforcing an arbitration award, including the costs of subpoenas, depositions, transcripts and the like, witness fees, payment of reasonable attorney's fees, and similar costs related to collecting an arbitrator's award, will be added to, and become a part of, the amount due pursuant to this Agreement. Any questions involving contract interpretation shall use the laws of California. An arbitrator's decision may be entered in any jurisdiction in which the party has assets in order to collect any amounts due hereunder. Any action filed in order to enforce this Agreement, including an arbitration award shall be filed solely in the courts located in Cook County, Illinois.

10. Governing Law: These Terms shall be governed by the laws of the State of Illinois, without respect to its conflict of laws principles. The exclusive place of jurisdiction for all disputes arising from or in connection with this agreement is Cook County, Illinois or the United States District Court for the Northern District of Illinois, and our dispute will be determined under Illinois law.

11. General Terms: Notification procedures and changes to these Terms. Byonity reserves the right to determine the form and means of providing notifications to you and you agree to receive legal notices electronically if we so choose. We may revise these Terms from time to time and the most current version will always be posted on our website. If a revision, in our discretion, is material, we will notify you. By continuing to use our Service after revisions become effective, you agree to be bound by the revised Terms.

Entire Agreement. These Terms, together with Service invoices, comprise the entire Agreement between you and Byonity for the provision of Services and supersedes and cancels all previous written or oral understandings, agreements, negotiations, commitments, and any other writing or communications. In the event of any inconsistency between a provision in these Terms and any provision of an invoice, the provision in these Terms shall control.

Assignment. These Terms, and any rights and licenses granted hereunder, may not be transferred or assigned by you, but may be assigned by Byonity without restriction. Any attempted transfer or assignment in violation hereof shall be null and void.

Severability. The provisions of these Terms shall be severable, and if any provision of these Terms shall be held or declared to be illegal, invalid or unenforceable, the remainder of these Terms shall continue in full force and effect as though such illegal, invalid or unenforceable provision had not been contained in the Terms.

No Waiver. Failure or delay on the part of you or Byonity to exercise any right, power, privilege or remedy under the Terms shall not constitute a waiver. No provision of these Terms may be waived by your or Byonity except by a writing signed by an authorized representative of the party making the waiver.

Parties. If you live in North America, these Terms are a contract between you and Byonity Corp. effective January 1, 2021.