Términos de Servicio / Platform Terms of Service

Audience: the business that subscribes to Plaza (the "Tenant"). This is the master agreement. It incorporates the Data Processing Addendum (Exhibit A), the Acceptable Use Policy (Exhibit B), and the Messaging Program Terms (Exhibit C). It does not govern the relationship between a Tenant and that Tenant's own clients — see Customer Notice.

1. This agreement and how you accept it

1.1 Parties. These Platform Terms of Service (the "Terms") are a contract between Techne Studios LLC, a New Jersey single-member limited liability company with its principal office at 59 2nd Ave, Unit 374, Raritan, New Jersey 08869 ("Techne," "we," "us"), and the business entity or individual that creates a Plaza account (the "Tenant," "you"). "Plaza" is Techne's product name for the software service described in Section 3; it is also referred to in some Techne records as "Techne Studios CRM."

1.2 Acceptance. You accept these Terms by clicking the acceptance control at signup, or by accessing or using the Service. If you accept on behalf of a company, you represent that you are authorized to bind it, and "you" means that company.

1.3 Eligibility. The Service is offered only to businesses and only for business purposes. You must be at least 18 years old and legally able to enter contracts. The Service is not offered to consumers for personal, family or household use, and it is not offered for use by anyone under 18.

1.4 The exhibits are part of this contract. The following are incorporated by reference and form part of these Terms:

• Exhibit A — Data Processing Addendum (Data Processing Addendum). It is self-executing: no separate signature is required.
• Exhibit B — Acceptable Use Policy (Acceptable Use Policy).
• Exhibit C — Messaging Program Terms (Messaging Program Terms).

If an exhibit conflicts with the body of these Terms, the body controls, except that Exhibit A controls on any question of data-protection roles, obligations, or Customer Data handling.

1.5 The Privacy Policy is a notice, not a contract term. Our Privacy Policy (Privacy Policy) describes what we do with personal information. It is published for transparency and is not incorporated into these Terms. Updating it is not an amendment of this agreement.

2. Definitions

• "Service" — the Plaza web application at crm.technestudios.net, the public booking pages we host for you, the Techne Studios operator mobile application, and any related software, APIs and documentation we make available to you.
• "Tenant Account" — your workspace within the Service, including your business profile, settings, catalog, staff users, and configuration.
• "Staff User" — a person you authorize to access your Tenant Account (owner, manager, front desk, service provider, or any other role you create).
• "End Customer" — an individual who books, purchases, is invoiced, receives messages, or is otherwise recorded as a client of your business through the Service.
• "Customer Data" — personal information about End Customers and Staff Users that you or they submit to, or generate within, the Service. You own it; we process it for you. See Section 9 and Exhibit A.
• "Tenant Account Data" — information about you as our subscriber: your business identity, contact details, billing records, subscription status, and support correspondence. We are the controller of this.
• "Connected Account" — the Stripe account you create and control, connected to Plaza under Stripe Connect, through which your charges settle.
• "Subscription Fees" — the recurring fees you pay Techne for the Service.
• "Gift Card" — a stored-value instrument you issue to your own customers using the Service's gift-card feature.

3. The Service, and what Plaza is not

3.1 What we provide. Plaza is business-management software. Depending on the features you enable, it provides scheduling and calendar management, a public booking page for your business, a client record system, point-of-sale checkout, deposit collection and refunds, gift cards, appointment and marketing messaging, reporting, and integrations with third-party services you choose to connect.

3.2 Plaza is not a party to your customer relationships. You alone decide what services you offer, what you charge, your cancellation and no-show rules, your deposit policy, your refund policy, who you serve, and who performs the work. We do not set, review, approve, or control any of it. Your agreement with your customer is yours.

3.3 Plaza is not a payment processor, bank, money transmitter, or merchant of record. Payments are processed by Stripe on your own Connected Account. See Section 6.

3.4 Plaza is not the issuer of your Gift Cards. See Section 7.

3.5 Plaza is not the sender of record for your messages. See Section 8 and Exhibit C.

3.6 Plaza is not a professional adviser. Nothing in the Service is legal, tax, accounting, medical, or regulatory advice. Reports the Service generates — including unclaimed-property aging reports, sales and tax summaries, and payroll-adjacent figures — are conveniences built from the data in your account. You are responsible for verifying every figure before you rely on it, file it, or remit money against it.

3.7 Changes to the Service. We may add, change, or remove features. If we remove or materially degrade a feature you are actively using, we will give you notice under Section 16.2 where we reasonably can. Because Plaza is operated by a single person, we do not commit to a deprecation calendar.

3.8 No availability commitment. We provide the Service on an as-available basis. There is no service-level agreement, no uptime percentage, no service credit, and no support response-time commitment. The Service depends on third parties we do not control — Stripe, Supabase, Twilio, Cloudflare, Google, Resend, Anthropic — and their outages will be our outages. If continuous availability is a requirement for your business, Plaza is not a suitable product for you.

4. Accounts, Staff Users, and your responsibility for your account

4.1 Account security. You are responsible for the security of your credentials and for all activity under your Tenant Account, whether or not you authorized it. Notify us at legal@technestudios.net promptly if you learn of unauthorized access.

4.2 Staff Users are yours. You create, assign, restrict and remove Staff Users and their capabilities. You are responsible for what they do. Some actions in the Service are gated to elevated capabilities (for example, refunding a deposit and adjusting or voiding a Gift Card require the manage_settings capability); granting that capability to a person is your decision and your risk.

4.3 Accuracy. You must give us accurate business, contact and billing information and keep it current. Notices we send to the email address on your account are effective when sent, even if you no longer read it.

4.4 Your legal compliance. You are responsible for your own licensing, permits, taxes, employment obligations, consumer-protection compliance, and any industry-specific rules that apply to your business. The Service does not determine, collect, or remit your taxes.

4.5 Acceptable use. Your use of the Service and your Staff Users' use is subject to Exhibit B (Acceptable Use Policy). A material breach of Exhibit B is a material breach of these Terms.

5. Subscription, free trial, fees, and what happens if you do not pay

5.1 Trial. New Tenant Accounts may receive a 14-day free trial. A valid payment method is required to start the trial, and the price is shown to you before you enter card details. If you do not cancel before the trial ends, the subscription begins and the payment method is charged.

5.2 Subscription and renewal. Subscriptions renew automatically for successive periods at the then-current price until cancelled. You may cancel at any time from within the Service; cancellation takes effect at the end of the current paid period.

5.3 Fees, taxes, and no refunds of Subscription Fees. Fees are stated exclusive of taxes; you are responsible for applicable sales or use taxes. Subscription Fees are non-refundable except where refund is required by applicable law. We do not prorate partial periods on cancellation.

5.4 Price changes. We may change Subscription Fees for a future period with at least 30 days' notice by email to your account address. If you do not accept the new price, cancel before it takes effect; continued use after the effective date is acceptance.

5.5 Non-payment: the four states. If a subscription payment fails, your account moves through the following states. This is exactly what the software does, and we state it here so it is predictable:

5.6 Paying restores access. Paying at any point in Grace, Restricted or Suspended restores full access promptly and without data loss. We do not delete your data because you fell behind; deletion is governed by Section 15.

5.7 The design intent of Section 5.5. We deliberately keep your public booking page and POS checkout alive during Restriction so that a billing dispute between you and us does not stop your customers from booking or paying you. We also never gate refunds to your customers on your subscription status, in any state, including Suspension — see Section 6.6.

5.8 Collection. If you owe us fees and do not pay after notice, we may suspend the Service and pursue collection. We do not charge default interest or collection fees under these Terms.

6. Payments, deposits, and refunds (Stripe Connect)

6.1 You are the merchant of record. Plaza uses Stripe Connect direct charges. You onboard and control your own Connected Account with Stripe. Charges you take through the Service — deposits, point-of-sale card sales, and any other charge — are made on your Connected Account, to your customer, by you. You are the merchant of record and the seller of record for every one of them. Techne is not a party to those transactions, does not take custody of those funds, and does not act as your agent to collect them.

6.2 Your agreement with Stripe. Your use of payments is subject to the Stripe Connected Account Agreement and the Stripe Services Agreement, directly between you and Stripe. You must accept them and comply with them, including Stripe's Restricted Businesses list. If Stripe suspends, restricts, holds funds in, or terminates your Connected Account, we cannot reverse that and are not liable for it. You authorize us to access and act on information in your Connected Account through Stripe's APIs to operate the features you have enabled.

6.3 Card data. Card details are collected by Stripe's Payment Element and are transmitted to Stripe. Card numbers do not reach Plaza's servers and are not stored by Techne. This is a statement of architecture, not a claim of certification: we do not claim PCI-DSS, SOC 2, HIPAA, or ISO certification of any kind.

6.4 Deposits. If you enable deposits, the Service can place a manual-capture authorization (with 3-D Secure where required) on your customer's card at booking. You set the deposit amount, the conditions, and the refund rules. You are solely responsible for that policy, for disclosing it to your customer before you take the money, and for honoring it.

6.5 Refunds and chargebacks are yours. All refunds are made from your Connected Account. You bear all chargeback, dispute, reversal and fraud liability on your own transactions, including any associated fees Stripe charges. We do not decide disputes between you and your customer and will not act as arbiter of one.

6.6 Refunds are not gated on your subscription status. The Service permits you to refund a customer's deposit even when your own Plaza subscription is in Grace, Restricted or Suspended state — this is the exception noted in the Suspended row of the table in Section 5.5. The refund function is gated on a Staff User capability (manage_settings, Section 4.2), deliberately not on your billing state. We will not withhold your ability to return your customer's money because you owe us money.

6.7 What the refund tool will refuse to do. The deposit-refund function is idempotent and refuses, with an explicit error, to refund a deposit that has already been refunded, a no-show that has already been settled, an appointment that is still active, or any portion of a deposit already applied as a discount. Refunding a deposit does not cancel the appointment; those are separate actions. These refusals are safety behavior and we make no commitment to remove or change them.

6.8 Fees and reconciliation. Stripe's processing fees are charged against your Connected Account under your agreement with Stripe. Techne's Subscription Fees are separate and are billed to you under Section 5. You are responsible for reconciling your own books. Reports in the Service are conveniences, not statements of account (Section 3.6).

7. Gift cards and stored value

7.1 You are the issuer. If you enable the gift-card feature, you — not Techne — are the issuer, obligor and administrator of every Gift Card you sell. The value on the card is a liability of your business to your customer. Techne provides the ledger software and nothing else. Techne never holds Gift Card funds.

7.2 Your compliance obligations. You are solely responsible for compliance with all federal, state and local law governing gift cards and stored value, including without limitation the federal CARD Act and Regulation E (12 CFR §1005.20) and every applicable state gift-card statute — expiration limits, prohibited or restricted dormancy and service fees, required disclosures, and small-balance cash-out obligations, which vary materially by state.

7.3 The conservative baseline the software enforces. Plaza's gift-card feature is built to a conservative compliance baseline: it applies no expiration date and charges no dormancy, inactivity or service fee. The gift-card ledger is append-only. This baseline is chosen to sit at or above the strictest state rules we are aware of; it is our software design, not a legal opinion, and it does not discharge your obligations under Section 7.2 — including any obligation to cash out a small remaining balance on request, which is an act you perform at your point of sale.

7.4 Adjustments and voids. Increasing a card's balance mints spendable value with no corresponding sale, tender or receipt. That action, and voiding a card, are gated to the manage_settings capability. Who holds that capability, and what they do with it, is entirely your responsibility (Section 4.2).

7.5 Unclaimed property and escheat — allocated to you. State unclaimed-property (escheat) obligations attach to the issuer of a stored-value instrument. You are the issuer (Section 7.1), and you are therefore solely responsible for determining whether any Gift Card balance is reportable in any state, and for all tracking, reporting, remittance, due-diligence and record-keeping obligations that follow. Techne is not a holder of your unclaimed property and does not report or remit on your behalf. The Service can generate an aging report of outstanding balances by purchaser state. That report is a convenience for your own filing and is not a determination of what is or is not escheatable (Section 3.6). You will indemnify Techne under Section 12 for any claim arising from your unclaimed-property obligations.

7.6 What happens to outstanding balances when you leave — read this before you sell a card. Some platforms promise that gift-card balances remain redeemable even after the issuing merchant's account is closed. Plaza does not make that promise, and we make the refusal explicit rather than leaving it to inference. On termination of your Tenant Account for any reason:

(a) we will produce for you, on request during the window in Section 15.4 and provided you have not already run the deletion function, an export of outstanding Gift Card balances;
(b) your obligation to your cardholders continues — it is your liability, and it does not terminate because your software subscription did; and
(c) Techne will not administer, honor, redeem, transfer, or fund any Gift Card after your Tenant Account is terminated, and has no obligation to your cardholders at any time.

7.7 Not a payment instrument. A Gift Card issued through the Service is a prepaid promise of goods and services from your business. It is not a credit or debit instrument, not electronic money, not a deposit account, not a security, and it bears no interest. It may be used only to purchase goods or services from you.

8. Messaging (SMS and email)

8.1 Exhibit C governs. All SMS and email sent through the Service is subject to the Messaging Program Terms (Exhibit C), which contain the operative allocation of responsibility, the consent requirements, and the opt-out mechanics. This Section 8 states only the core allocation.

8.2 You are the sender. For every message sent to your End Customers through the Service, you are the sender of record and the party responsible for having a lawful basis to send it. Techne operates the transmission infrastructure — including a Twilio toll-free number that is shared across Plaza's tenants — on your behalf.

8.3 Your consent warranty. You represent and warrant, on a continuing basis, that for every telephone number and email address in your Tenant Account you hold all consents required by applicable law, including the Telephone Consumer Protection Act and its implementing rules, the CAN-SPAM Act, and applicable state law; that you have not imported numbers obtained from purchased, scraped, rented or third-party lists; and that you honor every revocation. Breach of this warranty is a material breach of these Terms and triggers Section 12.

8.4 What our software does automatically. So that no one is surprised: the Service sends transactional appointment messages automatically whenever a customer record has both a phone number and transactional consent recorded. Marketing messages are sent only to customers who have separately granted marketing consent through the booking form checkbox. Exhibit C §3 states the exact consent language and Exhibit C §5 states the exact opt-out behavior.

8.5 Delivery is not guaranteed. Message delivery depends on Twilio and on wireless carriers we do not control. Carriers may filter, delay, throttle, or block messages, including messages that are entirely lawful. Carriers are not liable to you for undelivered or delayed messages, and neither are we. Participating carriers may change without notice. Message and data rates may apply to the recipient.

8.6 We may act on messaging risk without notice. Because carrier-level abuse threatens every tenant on the shared number, we may throttle, suspend, or terminate your messaging without prior notice if we reasonably believe your traffic violates law, carrier rules, or Exhibit B. See Exhibit B §5 and Section 15.2.

9. Customer Data, privacy roles, and the DPA

9.1 You own Customer Data. As between you and Techne, you own all Customer Data. You grant Techne a non-exclusive, worldwide, royalty-free license to host, process, transmit, display and back up Customer Data solely to provide and support the Service, to secure it, and to comply with law.

9.2 Roles. For Customer Data, you are the controller / "business," and Techne is the processor / "service provider," acting only on your documented instructions. For Tenant Account Data, Techne is the controller. Exhibit A governs both.

9.3 Your instructions. Your configuration of the Service, together with these Terms and Exhibit A, is your documented instruction to us. You represent that you have provided all notices and obtained all consents and legal bases required for us and our subprocessors — including Stripe — to process Customer Data as the Service operates.

9.4 Custom forms are your design. If you build custom intake or consent forms, you choose what to ask. We do not review, filter or restrict your field content. If you collect health, biometric, immigration-status, precise-location or other sensitive information, you are responsible for the heightened obligations that attach, including any opt-in consent requirement under the New Jersey Data Privacy Act or comparable law.

9.5 We do not sell Customer Data. Techne does not sell or share Customer Data, does not use it for cross-context behavioral advertising, does not use it to train artificial-intelligence models, and does not use it for any purpose outside providing the Service to you and complying with law. Mobile opt-in and SMS consent records are never sold, shared, or disclosed to any third party for marketing purposes.

9.6 Aggregated data. We may generate aggregated, de-identified statistics about Service usage that do not identify you, any End Customer, or any business, and may use them to operate and improve the Service. We will not attempt to re-identify de-identified data and will not permit others to.

9.7 Security. We maintain administrative, technical and organizational measures appropriate to a service of this size, described in Exhibit A §6. We make no security certification claim and no representation that the Service is impenetrable. No system is.

10. Intellectual property and license

10.1 Our property. Techne and its licensors own the Service, including all software, designs, text, logos and the Plaza and Techne Studios names and marks. Except for the license in Section 10.2, no rights are granted.

10.2 Your license. Subject to these Terms and payment of fees, Techne grants you a non-exclusive, non-transferable, non-sublicensable right to access and use the Service for your own internal business purposes during the term.

10.3 Restrictions. You may not, and may not permit anyone to: copy, modify, or create derivative works of the Service; reverse engineer or attempt to derive source code except to the extent that restriction is unenforceable under applicable law; resell, rent, lease, or provide the Service to a third party as a service bureau; remove proprietary notices; probe, scan or test the vulnerability of the Service, or circumvent any security or capability control; use automated means to access the Service beyond documented interfaces; or benchmark the Service for publication without our written consent.

10.4 Your content. You own your business content — your logo, catalog, descriptions and media — and grant us a license to display and transmit it as needed to run your booking page, messages and receipts.

10.5 Feedback. If you send us suggestions, we may use them without restriction or compensation. You grant us a perpetual, irrevocable, royalty-free license to do so. You are not obligated to send feedback.

11. Third-party services and integrations

11.1 Named third parties. The Service depends on Stripe, Supabase, Twilio, Google Workspace, Resend, Cloudflare and Anthropic, and offers optional integrations you may connect, including QuickBooks Online and Google Calendar. Our current list is published at crm.technestudios.net/subprocessors and in Exhibit A §3.

11.2 Optional integrations are your choice. When you connect an integration, you authorize the exchange of data described at connection time. Your use of that third party is governed by your agreement with it. We are not responsible for it, for its availability, or for what it does with data you direct us to send it.

11.3 AI features. Certain features send text a user types — including text typed by an End Customer into the booking-page assistant — to Anthropic to generate a response. Output may be inaccurate. Do not rely on it for pricing, availability, medical, legal or financial statements without checking it. You are responsible for anything your business communicates through an AI-assisted feature.

11.4 Discontinuation. A third party may change or discontinue its service, or terminate its relationship with us, on terms we do not control. If that removes a Plaza feature, Section 3.7 applies and no refund is owed beyond what Section 5.3 provides.

12. Indemnification by Tenant

12.1 Your indemnity. You will defend, indemnify and hold harmless Techne Studios LLC and its member, managers, officers, employees, agents, licensors and suppliers (the "Techne Parties") from and against any third-party claim, demand, suit, proceeding, or regulatory action, and all resulting losses, damages, liabilities, fines, penalties, settlements, and reasonable attorneys' fees and costs, arising out of or relating to:

(a) your use of the Service, your business, and the services you provide to your customers;
(b) any dispute between you and an End Customer, including disputes about appointments, no-shows, cancellation or deposit policies, service quality, refunds, chargebacks, and Gift Cards;
(c) messaging — any claim under the TCPA, CAN-SPAM, state telemarketing or consumer-protection law, or carrier rules, arising from messages sent to your End Customers, including any claim that consent was absent, defective, revoked, or not honored;
(d) payments — any claim arising from a charge, authorization, deposit, refund, reversal or chargeback on your Connected Account, and any claim that you failed to deliver services paid for;
(e) gift cards and stored value — including expiration, fee, disclosure, cash-out and unclaimed-property/escheat obligations under Section 7;
(f) Customer Data, including any claim that you lacked a lawful basis, failed to give a required notice, or failed to honor a consumer-rights request;
(g) your breach of these Terms or any Exhibit, or your violation of any law or third-party right, including intellectual-property rights in content you upload; and
(h) acts and omissions of your Staff Users.

12.2 Process. We will notify you of a claim and cooperate at your expense. Subject to 12.2(a) and (b), you have control of the defense with counsel reasonably acceptable to us. You may not settle a claim in a way that imposes any obligation, admission, or payment on a Techne Party without our written consent. We may participate with our own counsel at our own cost.

(a) Your control is conditioned on your actually defending. If you do not promptly and diligently assume and conduct the defense, we may assume or resume control of it at your expense — including selecting counsel and settling the claim on reasonable terms — without waiving, releasing, or reducing any right or amount owed to us under this Section 12. The same applies if you assume the defense and then abandon or fail to prosecute it.

(b) Your control is also conditioned on capacity. We may assume or resume control of the defense at your expense, on the same terms as 12.2(a), if you cannot demonstrate on our reasonable request the financial capacity — through insurance or otherwise — to defend the claim and to satisfy your indemnity obligation for it, or if you become insolvent, make an assignment for the benefit of creditors, or become subject to a bankruptcy or receivership proceeding.

(c) A claim naming both of us. Where a claim is asserted against a Techne Party as well as against you, we may at any time engage separate counsel for the Techne Parties at your expense if we reasonably conclude that a conflict of interest, or a defense available to a Techne Party that is not available to you, makes joint representation inappropriate.

12.3 No reciprocal indemnity. Techne does not indemnify you. This is a deliberate allocation reflecting that Techne is a one-person software vendor and that the conduct giving rise to claims in this business is overwhelmingly the Tenant's conduct with its own customers.

13. Disclaimers and limitation of liability

13.1 AS IS. THE SERVICE IS PROVIDED "AS IS" AND "AS AVAILABLE," WITH ALL FAULTS AND WITHOUT WARRANTY OF ANY KIND. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, TECHNE DISCLAIMS ALL WARRANTIES, EXPRESS, IMPLIED AND STATUTORY, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT, AND ANY WARRANTY ARISING FROM COURSE OF DEALING OR USAGE OF TRADE. WE DO NOT WARRANT THAT THE SERVICE WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE, THAT DATA WILL NOT BE LOST, THAT MESSAGES WILL BE DELIVERED, OR THAT PAYMENTS WILL SETTLE. NO STATEMENT BY US, WHETHER IN MARKETING MATERIAL, SUPPORT CORRESPONDENCE, OR OTHERWISE, CREATES A WARRANTY NOT EXPRESSLY STATED HERE.

13.2 Excluded damages. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, NO TECHNE PARTY WILL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES, OR FOR ANY LOST PROFITS, LOST REVENUE, LOST BUSINESS, LOST GOODWILL, LOST OR CORRUPTED DATA, BUSINESS INTERRUPTION, OR COST OF SUBSTITUTE SERVICES, however caused and on any theory of liability, even if advised of the possibility.

13.3 Cap. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, THE TOTAL AGGREGATE LIABILITY OF THE TECHNE PARTIES FOR ALL CLAIMS ARISING OUT OF OR RELATING TO THESE TERMS OR THE SERVICE WILL NOT EXCEED THE GREATER OF (A) THE SUBSCRIPTION FEES YOU ACTUALLY PAID TECHNE IN THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM, OR (B) ONE HUNDRED U.S. DOLLARS ($100). This cap is aggregate across all claims and does not reset per claim.

13.4 What the cap and exclusions do not touch. Nothing in Sections 13.1–13.3 limits liability for: gross negligence; willful misconduct; fraud or fraudulent misrepresentation; death or personal injury caused by negligence; or any other liability that cannot be limited or excluded under applicable law. Nothing in this Section limits your obligations under Section 12.

13.5 Allocation of risk. You acknowledge that the fees for the Service are set in reliance on the disclaimers and limitations in this Section, that they are a fundamental basis of the bargain, and that they apply even if a limited remedy fails of its essential purpose.

13.6 Payment and messaging outcomes specifically. Without limiting the above, no Techne Party is liable for: a payment that fails, is delayed, is held, or is reversed; a Stripe decision about your Connected Account; a chargeback outcome; a message that is not delivered, is delayed, or is delivered to the wrong number; a booking that is double-booked, missed, or cancelled; or an End Customer's conduct.

14. Dispute resolution, and provisions that apply in New Jersey

14.1 Governing law and venue. These Terms are governed by the laws of the State of New Jersey, excluding its conflict-of-laws rules and the U.N. Convention on Contracts for the International Sale of Goods. For any claim not subject to arbitration, or if Section 14.2 is held unenforceable, the exclusive venue is the state and federal courts located in or serving Somerset County, New Jersey, and each party consents to personal jurisdiction there.

14.2 Informal resolution first, then arbitration.

(a) Notice and 60-day cure. Before starting arbitration or a court action, the complaining party must send a written Notice of Dispute to the other describing the claim and the relief sought — to Techne at legal@technestudios.net and at the Raritan, New Jersey address in Section 1.1, and to you at your account address. The parties will try in good faith to resolve it for sixty (60) days before filing anything.
(b) Arbitration. If unresolved, any dispute arising out of or relating to these Terms or the Service will be resolved by binding arbitration administered by the American Arbitration Association under its Commercial Arbitration Rules, before a single arbitrator, in Somerset County, New Jersey — provided that the claimant may elect a documents-only or remote proceeding, and the arbitrator may not require in-person appearance over that election. The Federal Arbitration Act governs this Section. Judgment on the award may be entered in any court of competent jurisdiction. The arbitrator decides arbitrability, except that a court decides the enforceability of Section 14.3.

14.3 Class-action waiver. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, EACH PARTY MAY BRING CLAIMS ONLY IN ITS INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY CLASS, COLLECTIVE, CONSOLIDATED, OR REPRESENTATIVE PROCEEDING. The arbitrator may not consolidate claims or preside over any form of representative proceeding. If this Section 14.3 is found unenforceable as to a particular claim, that claim — and only that claim — is severed from arbitration and proceeds in the courts identified in Section 14.1; the remainder of Section 14 continues to apply. Each party waives any right to a jury trial, to the fullest extent permitted by applicable law.

14.4 One-year claims period. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY CLAIM ARISING OUT OF OR RELATING TO THESE TERMS OR THE SERVICE MUST BE COMMENCED WITHIN ONE (1) YEAR AFTER IT ACCRUES, OR IT IS PERMANENTLY BARRED. This Section does not apply to any claim for which a contractual shortening of the limitations period is prohibited by applicable law, and does not apply to a New Jersey consumer (see Section 14.8). It also does not apply to a claim by Techne for unpaid Subscription Fees, or to a claim under Section 12 (indemnification), each of which is governed by the otherwise-applicable limitations period.

14.5 Carve-outs, available to both parties equally. Either party may, without regard to Sections 14.2 and 14.3: (a) bring an individual claim in small-claims court if it qualifies; and (b) seek temporary or preliminary injunctive relief in the courts of Section 14.1 to protect intellectual property, confidential information, or account security, pending arbitration. These carve-outs are mutual by design; neither party has a right the other lacks.

14.6 How to opt out of arbitration. You may reject Sections 14.2(b) and 14.3 by emailing legal@technestudios.net within thirty (30) days after you first accept these Terms, with your business name, the account email, and a statement that you opt out of arbitration. Opting out costs you nothing, does not affect any other term, and will not be held against you in any way. If you opt out, disputes proceed in the courts of Section 14.1.

14.7 Attorneys' fees — each party bears its own. In any arbitration or court proceeding between the parties, each party bears its own attorneys' fees and costs, except where a statute or the applicable AAA rules provide otherwise. These Terms contain no prevailing-party fee-shifting provision in either direction. Arbitration filing and administrative fees are allocated by the applicable AAA rules. For the avoidance of doubt, this Section does not limit Section 12, under which you reimburse attorneys' fees and costs incurred in connection with the third-party claims described there.

14.8 New Jersey — provisions that do not apply to New Jersey consumers. New Jersey's Truth-in-Consumer Contract, Warranty and Notice Act (N.J.S.A. §56:12-14 et seq.) prohibits a consumer contract from containing a provision that violates a clearly established legal right of a New Jersey consumer, and prohibits a general statement that some provisions "may be void or unenforceable in some jurisdictions" without identifying which. Accordingly, and without limiting Section 16.5:

To the extent, and only to the extent, that a person accepting these Terms is a "consumer" as defined by New Jersey law, the following provisions of these Terms are VOID AND OF NO EFFECT as to that person in New Jersey:

1. Section 13.2 (exclusion of consequential, incidental, special, punitive and exemplary damages), insofar as it would exclude damages that may not lawfully be excluded as to a New Jersey consumer;
2. Section 13.3 (the liability cap), insofar as it would limit liability that may not lawfully be limited as to a New Jersey consumer;
3. Section 13.1 (warranty disclaimer), insofar as it would disclaim a warranty that may not lawfully be disclaimed as to a New Jersey consumer;
4. Section 12 (indemnification), insofar as it would require a New Jersey consumer to indemnify Techne for Techne's own negligence or willful misconduct;
5. Section 14.4 (the one-year claims period), which does not shorten any limitations period applicable to a New Jersey consumer; and
6. Section 14.7 (attorneys' fees) and any other provision of these Terms, insofar as it would require a New Jersey consumer to pay Techne's attorneys' fees where such an award is not permitted by New Jersey law. These Terms contain no prevailing-party fee-shifting provision; this item is retained for the avoidance of doubt, and nothing in these Terms limits a New Jersey consumer's own statutory right to a fee award.

Every other provision remains in full force. Nothing in these Terms waives, limits, or disclaims any right a New Jersey consumer has under the New Jersey Consumer Fraud Act, the Truth-in-Consumer Contract, Warranty and Notice Act, or any other law that cannot be waived by contract, and no provision should be read as attempting to. These Terms are offered to businesses (Section 1.3); this Section 14.8 exists because that characterization is ours and may not be dispositive.

15. Term, suspension, termination, and what happens to your data

15.1 Term. These Terms run from your first acceptance until your Tenant Account is terminated.

15.2 Suspension. We may suspend your access, in whole or in part, immediately and without prior notice, if we reasonably believe: your account is compromised; your use threatens the security, integrity or availability of the Service or of other tenants; your messaging traffic risks carrier action against the shared toll-free number; you are in material breach of Exhibit B; or suspension is required by law or by a third party we depend on. We will tell you the reason as soon as reasonably practicable and will restore access when the cause is resolved.

15.3 Termination. You may terminate at any time by cancelling in the Service. We may terminate for material breach that is not cured within fifteen (15) days of written notice, or immediately if the breach cannot be cured or is a breach of Exhibit B, or on thirty (30) days' notice for convenience — in which case we will refund the unused prepaid portion of your then-current period.

15.4 Export after termination — on request, and only before deletion. There is no self-serve whole-account export in the Service today. We will not promise one we have not built, so here is exactly what we do commit to:

(a) For thirty (30) days after termination, on your written request to soporte@technestudios.net, we will produce an export of your Customer Data and of outstanding Gift Card balances (Section 7.6) in a machine-readable format, provided you are not suspended for a violation that makes access unsafe. We produce it manually; we do not commit to a turnaround time. After that window we do not undertake to hold your data for you.

(b) This commitment does not survive the deletion function in Section 15.5, and cannot. Deletion is a Day-0 hard erasure and is irreversible. Once you run it, there is nothing left for us to export — including your Gift Card balances. If you want your data, request the export first and confirm you have received it before you delete.

(c) Separately from this window, the Service's own reports let you export specific data as CSV at any time while your account exists. That is a product feature, not a term of this contract, and we may change it under Section 3.7.

15.5 Deletion. The Service provides an account-deletion function that, when you run it, performs a Day-0 hard erasure of customer and staff personal information across your business — names, contact details, notes, message contents, and stored integration tokens — while retaining de-identified financial and tax records (sales, refunds, payouts, gift-card and loyalty ledgers, deposit charges) for seven (7) years, after which a scheduled job hard-purges them. Records of consent are deliberately excluded from erasure and are retained as proof of consent, because they are the evidence that a message we sent on your behalf was lawful. Exhibit A §7 and the Privacy Policy §7 state this in full. Deletion is irreversible and we cannot restore it, and it forecloses the export in Section 15.4 — export first.

15.6 Survival. Sections 2, 3.6, 6.5, 7.1–7.2, 7.5–7.7, 8.3, 9.1, 9.5, 10, 12, 13, 14, 15.4–15.6 and 16 survive termination.

16. General

16.1 Notices. We give notice by email to your account address, by in-Service notice, or by posting on the Service. Email notice is effective when sent. You give notice to Techne at legal@technestudios.net with a copy to Techne Studios LLC, 59 2nd Ave, Unit 374, Raritan, NJ 08869. It is your responsibility to keep a working email address on file (Section 4.3).

16.2 Changes to these Terms. We may amend these Terms. We will give you affirmative notice — by email to your account address, an in-Service notice, or both — at least thirty (30) days before a material change takes effect, and the amended Terms will state their own effective date. Posting a revised version on our website, without that notice, does not bind you. Changes are not retroactive and do not apply to a dispute that arose before the effective date. If you do not accept a change, your remedy is to terminate before it takes effect; continued use after that date is acceptance. A change to Section 14 (dispute resolution) does not apply to any claim of which we had notice before the change.

16.3 Assignment. You may not assign these Terms without our written consent, except to a successor to all or substantially all of your business that is not a competitor of Techne and that assumes these Terms in writing. We may assign to an affiliate or a successor in interest. Any other attempted assignment is void.

16.4 Force majeure. Neither party is liable for a delay or failure to perform (other than payment obligations) caused by events beyond its reasonable control, including acts of nature, war, terrorism, civil unrest, labor disturbance, government action, network or utility failure, and failures of the third-party services in Section 11.1.

16.5 Severability. If a provision is held unenforceable, it is modified to the minimum extent necessary to make it enforceable, or if it cannot be, severed; the rest continues in effect. Section 14.3 has its own severability rule, and Section 14.8 has its own New Jersey rule; both control over this Section where they apply.

16.6 No waiver; no third-party beneficiaries. Failure to enforce a provision is not a waiver of it. Except for the Techne Parties named in Sections 12 and 13, there are no third-party beneficiaries. Nothing in these Terms creates any right in favor of an End Customer against Techne.

16.7 Entire agreement; relationship. These Terms and the Exhibits are the entire agreement between you and Techne about the Service and supersede all prior discussions, proposals, and marketing statements. Any purchase order, vendor form, or standard terms you send us are of no effect, even if we sign them, unless a Techne authorized signatory expressly agrees in a document that names these Terms and states it is amending them. The parties are independent contractors; nothing creates a partnership, joint venture, agency, employment or fiduciary relationship.

16.8 Language. These Terms are executed in English, which is the controlling language for interpretation. We may provide a Spanish courtesy translation; if it conflicts with the English, the English controls — except where applicable law requires otherwise, in which case the required-language version controls to the extent of that requirement. This Section governs these Terms and their Exhibits only. Consumer-facing notices to End Customers are Spanish-first, and the Spanish version of the Customer Notice controls (Customer Notice §9.4).

16.9 Contact.
Techne Studios LLC — operator of "Plaza"
59 2nd Ave, Unit 374, Raritan, NJ 08869, United States
Legal and notices: legal@technestudios.net · Privacy: privacy@technestudios.net · Abuse: abuse@technestudios.net · Support: soporte@technestudios.net

Exhibits: A — Data Processing Addendum · B — Acceptable Use Policy · C — Messaging Program Terms. Related notices: Privacy Policy, Customer Notice.