Terms of Service

1. Acceptance of Terms

By registering for an account, accessing, or using the Teyra platform ("Platform"), you ("Store," "you," or "your") agree to be bound by these Terms of Service ("Terms"). If you do not agree to these Terms, do not register for or use the Platform. These Terms constitute a legally binding agreement between you and Teyra Inc. ("Teyra," "we," "us," or "our").

2. Platform Description

Teyra provides membership management software that enables retail stores to create, manage, and collect payments for customer membership programs. Teyra is a technology platform only.

• Teyra is not a promotions company, marketing agency, or advertising service.
• Teyra is not a licensed retailer, distributor, or seller of any goods or services offered by Stores on the Platform.
• Teyra is not a financial advisor, legal advisor, or compliance consultant.
• Teyra does not operate, control, or direct the business practices of any Store using the Platform.

The Platform provides tools for tier creation, member enrollment, payment collection, and program management. How you use these tools is entirely your responsibility.

3. Store Responsibilities

This section contains critical obligations. Please read it carefully.

• Sole Responsibility for Legality. Store is solely responsible for the legality of all membership tiers, perks, discounts, promotions, and benefits offered to its customers through the Platform. This includes, without limitation, any discounted products, free goods, bundled offers, loyalty rewards, referral incentives, or any other incentive or benefit of any kind.
• Compliance with Laws. Store represents and warrants that all perks, discounts, and benefits offered through its membership program comply with all applicable federal, state, and local laws, regulations, ordinances, and licensing requirements in every jurisdiction where it operates.
• No Teyra Review or Approval. Store acknowledges that Teyra does not review, approve, endorse, or verify the legality or regulatory compliance of any specific perk, promotion, tier, discount, or benefit created on the Platform. Teyra has no knowledge of, and takes no responsibility for, the regulatory compliance of any specific perk or promotion.
• Legal Counsel. Store acknowledges that it has consulted with, or has had the opportunity to consult with, its own legal counsel regarding the legality of its membership program, pricing, perks, and promotions in its jurisdiction before creating them on the Platform.
• Indemnification. Store agrees to indemnify, defend, and hold harmless Teyra Inc., its officers, directors, employees, agents, affiliates, successors, and assigns from and against any and all claims, liabilities, damages, losses, costs, expenses, fines, penalties, or fees (including reasonable attorneys' fees) arising out of or relating to: (a) the Store's membership program, promotions, perks, or business practices; (b) the Store's violation of any law, regulation, or third-party right; (c) the Store's breach of these Terms; or (d) any claim by a customer or third party related to the Store's products, services, or membership offerings.
• Accurate Information. Store is responsible for providing accurate business information, including legal business name, address, and applicable business licenses.
• Customer Relations. Store is solely responsible for its relationship with its customers, including membership fulfillment, customer service, refund policies, and dispute resolution.

4. Payment Processing

Teyra facilitates ACH (Automated Clearing House) payment processing as a technology service through third-party payment processors, including Plaid and Dwolla. By using the Platform's payment features:

• Store acknowledges that it is the merchant of record for its membership program. Teyra is not the seller, merchant, or provider of the Store's goods or services.
• Store agrees to Teyra's collection of a platform service fee as described in the applicable pricing plan or billing agreement.
• Store is responsible for any chargebacks, disputes, or payment reversals initiated by its customers.
• Store agrees to comply with all applicable payment processing rules, NACHA operating rules, and regulations governing electronic fund transfers.

5. No Legal or Compliance Advice

Nothing on the Platform, in these Terms, in any documentation, or in any communication from Teyra constitutes legal, regulatory, compliance, tax, or financial advice. The Platform is a software tool. Store must obtain its own independent legal counsel for any questions regarding the legality of its business practices, membership programs, promotions, or regulatory obligations.

Teyra employees and representatives are not authorized to provide legal advice and any informal guidance should not be relied upon as such.

6. Data Ownership and Handling

• Store Data. Store retains ownership of its customer data, membership records, and business information entered into the Platform.
• License to Teyra. Store grants Teyra a limited, non-exclusive license to use Store data solely for the purpose of providing and improving the Platform services.
• Data Security. Teyra implements commercially reasonable security measures to protect data stored on the Platform. However, no system is completely secure, and Teyra cannot guarantee absolute security.
• Data Portability. Upon written request, Teyra will provide Store with an export of its customer and membership data in a standard format within 30 days.
• Privacy. Teyra's collection and use of personal information is governed by our Privacy Policy, which is incorporated into these Terms by reference.

7. Termination

Teyra may suspend or terminate a Store's access to the Platform, with or without notice, for any of the following reasons:

• Violation of these Terms of Service
• Illegal activity or reasonable suspicion of illegal activity conducted through the Platform
• Excessive chargebacks or payment disputes (exceeding 1% of transactions)
• Failure to pay platform fees
• Fraudulent, deceptive, or harmful conduct
• Upon request by law enforcement or regulatory authorities

Store may terminate its account at any time by contacting support@teyra.io. Upon termination, Store remains liable for any outstanding fees and obligations incurred prior to termination. Sections 3, 5, 8, and 9 survive termination.

8. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL TEYRA INC., ITS OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, OR AFFILIATES BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING WITHOUT LIMITATION LOSS OF PROFITS, DATA, BUSINESS OPPORTUNITIES, OR GOODWILL, ARISING OUT OF OR IN CONNECTION WITH THE USE OF THE PLATFORM.

TEYRA'S TOTAL AGGREGATE LIABILITY FOR ALL CLAIMS ARISING OUT OF OR RELATING TO THESE TERMS OR THE PLATFORM SHALL NOT EXCEED THE TOTAL FEES PAID BY STORE TO TEYRA DURING THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

THE PLATFORM IS PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.

9. Governing Law and Dispute Resolution

These Terms shall be governed by and construed in accordance with the laws of the State of Michigan, without regard to its conflict of law principles. Any dispute arising out of or relating to these Terms or the Platform shall be resolved exclusively in the state or federal courts located in Oakland County, Michigan. Store consents to the personal jurisdiction of such courts.

10. Changes to Terms

Teyra reserves the right to modify these Terms at any time. We will provide at least thirty (30) days' prior written notice of material changes by email to the address associated with your account or by prominent notice on the Platform. Continued use of the Platform after the effective date of revised Terms constitutes acceptance of the changes. If you do not agree to the revised Terms, you must stop using the Platform and close your account.

11. Miscellaneous

• Entire Agreement. These Terms, together with the Privacy Policy, constitute the entire agreement between you and Teyra regarding the Platform.
• Severability. If any provision of these Terms is held invalid or unenforceable, the remaining provisions shall remain in full force and effect.
• Waiver. Failure to enforce any provision of these Terms shall not constitute a waiver of that provision.
• Assignment. Store may not assign these Terms without Teyra's prior written consent. Teyra may assign these Terms freely.

12. Contact

For questions about these Terms, contact us at:

Teyra Inc.
Email: legal@teyra.io
Support: support@teyra.io