Terms of Service

1.1 Agreement to These Terms

These Terms of Service ("Terms") are a binding contract between you and Ciosanna, Inc. By accessing or using the Service, by creating an account, by clicking a button labeled "I Agree" or similar, or by paying any fee for the Service, you confirm that you have read, understood, and agree to these Terms. If you are entering into these Terms on behalf of a company or other legal entity, you confirm that you have the authority to bind that entity, and "Customer" refers to that entity. If you do not have that authority, or you do not agree to these Terms, you may not use the Service.

1.2 Who May Use the Service

To use the Service, you must (a) be at least eighteen (18) years old, (b) have the legal capacity to enter into a binding contract under the laws of your jurisdiction, and (c) not be barred from using the Service under applicable law. Customer accounts are intended for businesses engaged in property management or related activities. We may decline to make the Service available, suspend access, or close an account at our discretion, including where required to comply with law.

1.3 Authority to Bind a Customer

If you create or administer a Customer account on behalf of a property management company, association, owner, or other organization (the "Customer"), you represent that you are authorized to bind the Customer to these Terms. The Customer is responsible for all use of the Service under its account, including by any End User the Customer adds, and is responsible for ensuring that each End User complies with these Terms.

1.4 Changes to These Terms

We may update these Terms from time to time. If a change is material, we will give you at least thirty (30) days' notice by email to the address associated with the Customer account, by in-app notice, or by posting an updated version with a new "Last Updated" date at the top of this document. Your continued use of the Service after the effective date of an updated version of these Terms constitutes your acceptance of those updated Terms. If you do not agree to an update, you must stop using the Service before the update takes effect.

2.1 Defined Terms

For purposes of these Terms, the following capitalized terms have the meanings given to them below.

• "Customer" means the company or organization that subscribes to the Service. The Customer is the legal counterparty to these Terms and is sometimes referred to as "you" or "your."
• "End User" means any individual the Customer authorizes to access or use the Service through the Customer's account, including the Customer's Company Owner, Managers, Staff, Residents, Property Owners (also called Investors), and Vendors.
• "Service" means the Ciosanna property management software-as-a-service platform, including the application, any associated APIs, software, Documentation, communications channels, AI features (including Cio), and any updates we may provide.
• "Subscription" means a Customer's paid right to access and use the Service during a Term.
• "Term" means the initial paid subscription period (the "Initial Term") and each automatic renewal period thereafter (each a "Renewal Term").
• "Cio" means the artificial-intelligence assistant and related features available within the Service, including any conversational, summarization, recommendation, and resident scoring features.
• "Customer Data" means data, information, content, and records that the Customer or its End Users submit to, process through, or store in the Service, including resident records, payment records, communications, documents, and images.
• "Sub-Processor" means a third-party service provider we engage to process Customer Data on our behalf, as listed in our Privacy Policy.
• "Documentation" means our standard online help articles, user guides, and policies, as updated by us from time to time.

3.1 Account Creation

To use the Service, the Customer must create an account by completing our online sign-up flow or by being onboarded by Ciosanna. The Customer must provide accurate, complete, and current information during sign-up, including a valid email address for the Company Owner, a valid payment method, and the legal name of the Customer entity. The person who completes sign-up automatically receives the Company Owner role for the Customer's account and is the primary administrator unless and until the Customer requests a change.

3.2 Sub-Account Creation by the Customer

The Customer's Company Owner and authorized Managers may create additional accounts for End Users within the Customer's organization, including Manager, Staff, Resident, Property Owner, and Vendor roles. The Customer is responsible for confirming that each End User has authority to use the Service for the Customer's purposes, for the conduct of every End User under the Customer's account, and for promptly disabling or removing End User accounts when an individual no longer needs access.

3.3 Login Credentials and Account Security

Each End User is responsible for safeguarding their login credentials, including by choosing a strong password, by not sharing credentials with any other person, and by signing out from shared devices. We will treat actions taken through an account as authorized by the account holder unless we have actual notice to the contrary. The Customer is responsible for keeping End User access current and for the actions of any person who accesses the Service using End User credentials.

3.4 Notification of Unauthorized Access

The Customer must notify us promptly at support@ciosanna.com if it suspects any unauthorized access to, or use of, the Customer's account or any End User account, or any other breach of security. We may suspend access to an affected account while we investigate. Prompt notice helps us limit harm to the Customer, to its End Users, and to other Customers of the Service.

3.5 Accuracy of Account Information

The Customer must keep its billing contact, billing address, payment method, and Company Owner email current. Notices we send to the address on file are deemed received. The Customer is responsible for any consequence of stale account information, including missed renewal notices, failed payments, delivery failures, and access disruptions.

4.1 Description of the Service

The Service is a multi-tenant software-as-a-service platform designed to help property management companies and related parties operate a portfolio of rental properties. The Service provides role-based interfaces, tools for resident communication, lease and ledger management, online payment processing for rent and other fees through a separate Stripe Connect arrangement, maintenance work orders, vendor coordination, document and image storage, an optional artificial-intelligence assistant ("Cio"), and reporting tools.

4.2 The Five Portals

The Service exposes role-specific interfaces. The principal portals available to End Users are the Company Owner portal (used by the Customer's account owner for administrative settings, billing, and global controls), the Manager portal (used by Managers for day-to-day operations), the Staff portal (used by on-property Staff), the Resident portal (used by Residents to view their lease, make payments, submit requests, and communicate with Staff), and the Property Owner portal (used by external Property Owners, sometimes called Investors, to review property performance and distributions). A separate Vendor interface is also available to support service vendors who receive and complete work orders. Each portal exposes only the functions, data, and Customer Data appropriate to the End User's role.

4.3 Cio AI Features

The Service offers optional artificial-intelligence features under the name "Cio," which may include a conversational assistant, suggested responses, summary generation, and resident scoring. Cio features may require a separate paid add-on, are subject to additional disclaimers in Section 9 of these Terms, and are not a substitute for the Customer's independent judgment. Cio does not make final decisions about any End User and is not a consumer reporting agency.

4.4 Service Modifications

We continually improve the Service and may add, modify, or remove features. We will give the Customer at least thirty (30) days' advance notice by email or in-app notice before any change that materially reduces the functionality of a feature the Customer is then using. Minor changes, bug fixes, security updates, and changes required to comply with law may be made without prior notice. We are not obligated to maintain backward compatibility with any specific feature or interface.

5.1 Subscription Plans

The Service is sold on a paid subscription basis. The Customer may select a monthly Subscription, an annual Subscription, or other plan we make available. The price, included unit allotment, feature set, and any optional add-ons applicable to the Customer's Subscription are described on our published pricing page in effect at the time of sign-up and in the Customer's billing record within the Service.

5.2 Fees, Taxes, and Currency

The Customer agrees to pay all fees applicable to its Subscription, including any per-unit, overage, or add-on fees. Fees are stated and charged in U.S. dollars unless otherwise specified. Fees are exclusive of taxes, levies, and duties, and the Customer is responsible for all such taxes other than taxes on our net income. If we are required to collect a tax, we will add it to the invoice and remit it as required.

5.3 Authorization to Charge

By providing a payment method, the Customer authorizes us, through our payment processor Stripe, to charge that payment method for all fees due under the Customer's Subscription, including the Initial Term, each Renewal Term, any usage-based or add-on fees, and any reinstated charges for previously failed payments. If a charge fails, we may retry the charge and will notify the Customer of the failure and of any cure period available.

5.4 Auto-Renewal Disclosure

IMPORTANT — PLEASE READ. The Customer's Subscription will automatically renew at the end of each Term for a successive Term of the same length, at the then-current published price, unless the Customer cancels before the end of the current Term. For annual Subscriptions, we will send a renewal reminder by email at least thirty (30) days before each Renewal Term begins. For monthly Subscriptions, we will send a renewal reminder by email at least seven (7) days before each Renewal Term begins. Each reminder will include the renewal date, the amount that will be charged, the payment method on file, and instructions for canceling. The Customer may cancel at any time through the Stripe Customer Portal as described in Section 5.5, and we offer the same online cancellation method that the Customer used to subscribe. This Section 5.4 is made in compliance with applicable auto-renewal laws, including those of Washington, California, New York, and other U.S. states with similar requirements.

5.5 Cancellation

The Customer may cancel a Subscription at any time by selecting Manage Subscription within the Service, which opens the Stripe Customer Portal, or by contacting support@ciosanna.com. Cancellation takes effect at the end of the then-current Term. Access to the Service continues through the end of that Term, and no pro-rated refund is provided for the unused portion of the Term except where required by applicable law. After the Term ends, the Customer's account moves into the data-retention state described in Section 14.

5.6 Failed Payments and Suspension

If a charge fails and the Customer does not provide a valid payment method within a reasonable cure period, we may suspend access to the Service for the Customer and for all of the Customer's End Users. We will give email notice before suspension. While suspended, the Customer's Customer Data is preserved, but End Users will not be able to sign in. We may terminate a suspended account if the failed payment is not cured within sixty (60) days of suspension.

5.7 No Refunds Except Where Required by Law

Except as expressly stated in these Terms or as required by applicable law, all fees are non-refundable, including for unused portions of a Term and for periods during which the Customer chose not to use the Service. This Section 5.7 does not limit any non-waivable consumer right under the law of an End User's or Customer's jurisdiction.

6.1 Stripe as Payment Processor

The Service uses Stripe, Inc. and its affiliates ("Stripe") as the payment processor for both (a) the Customer's Subscription fees and add-on charges (through Stripe Billing), and (b) payments collected from Residents and other payers within the Customer's portfolio (through Stripe Connect). Use of Stripe is subject to Stripe's then-current Services Agreement and Connected Account Agreement at https://stripe.com/legal. Ciosanna is not a party to those agreements. By using the payment features of the Service, the Customer authorizes Stripe to process payments on the Customer's behalf and agrees to be bound by Stripe's terms.

6.2 Customer's Stripe Connect Account

For Resident rent collection, the Customer must complete Stripe Connect onboarding through the Service. The Customer is responsible for providing accurate business information, beneficial-ownership disclosures, banking details, and identity-verification documents Stripe requires. The Customer is the merchant of record for all transactions processed through its Stripe Connect account, including any chargebacks and disputes. Ciosanna does not hold, custody, or have signing authority over funds in the Customer's Stripe Connect account.

6.3 Funds Flow and No Custody by Ciosanna

Payments collected from Residents move directly from Stripe Connect to the Customer's designated bank account on the payout schedule the Customer selects within Stripe. Ciosanna does not custody Resident rent funds at any point. Ciosanna is not a bank, money transmitter, or escrow agent. Any platform fees disclosed in the Customer's pricing record are deducted by Stripe at the time of payout in accordance with the Customer's Stripe Connect configuration.

6.4 Fees, Chargebacks, and Reversals

The Customer is responsible for all Stripe processing fees, network fees, currency conversion fees, and chargeback fees associated with transactions processed through the Customer's Stripe Connect account. If a transaction is reversed, charged back, or refunded after the Customer has been paid out, the Customer is responsible for returning those funds. If the Customer's Stripe Connect balance is insufficient, Stripe may deduct the amount from future payouts. Ciosanna is not financially responsible for chargebacks, fraud losses, or reversed transactions on the Customer's Stripe Connect account.

6.5 Payment Failures and Resident Communications

When a Resident's payment fails, the Service may notify the Resident, mark the related charge as failed in the ledger, and apply any late fees the Customer has configured under the Customer's lease terms. The Customer remains responsible for confirming that its late-fee configuration complies with applicable state and local law, including grace periods and disclosure requirements. Ciosanna provides software tools; the Customer determines the substantive terms of its lease and its collection practices.

7.1 Ownership of Customer Data

As between Ciosanna and the Customer, the Customer retains all right, title, and interest in and to Customer Data. The Customer grants Ciosanna a limited, worldwide, non-exclusive license to host, process, transmit, display, and back up Customer Data solely for the purpose of providing, securing, supporting, and improving the Service for the Customer, and to comply with law. We do not sell Customer Data and do not use it to train AI models for other customers.

7.2 Customer as Data Controller; Ciosanna as Data Processor

The Customer is the data controller with respect to Personal Information of Residents, Property Owners, Vendors, and other End Users that the Customer processes through the Service. Ciosanna is a data processor acting on the Customer's documented instructions. The Customer is responsible for having a lawful basis to process its End Users' Personal Information, for providing required notices to its End Users, and for handling primary access, correction, deletion, and other rights requests its End Users make. Ciosanna will reasonably assist the Customer with such requests.

7.3 Use of Customer Data by Ciosanna

Ciosanna may process Customer Data to (a) deliver and support the Service, (b) detect, prevent, and address security incidents, fraud, and abuse, (c) produce de-identified and aggregated statistics that do not identify the Customer or any End User and may be used to improve the Service, (d) comply with legal obligations and respond to lawful requests from authorities, and (e) where the Customer has activated Cio features, route Customer Data to our LLM Sub-Processor for the limited purpose of generating that output for the Customer. Our broader commitments to End Users are described in our Privacy Policy.

7.4 Data Processing Addendum and Cross-Border Transfers

For Customers and End Users subject to the EU GDPR, the UK GDPR, or other comparable laws, our Data Processing Addendum (DPA), incorporated by reference, governs the processing of Personal Information by Ciosanna on the Customer's behalf, including Standard Contractual Clauses for cross-border transfers. The Customer may request a copy of our then-current DPA at support@ciosanna.com. In the event of any conflict between these Terms and the DPA with respect to the processing of Personal Information, the DPA controls.

8.1 General Acceptable Use

The Customer and each of its End Users must use the Service only for lawful purposes and only in a manner consistent with these Terms, our Documentation, applicable law, and the rights of third parties. The Customer is responsible for the conduct of every End User accessing the Service through the Customer's account.

8.2 No Discrimination or Fair Housing Violations

The Customer must not use the Service to engage in any conduct that violates the federal Fair Housing Act, state and local fair-housing laws, or any other anti-discrimination law applicable to housing. This includes, without limitation, screening, marketing, communicating with, scoring, accepting, denying, or otherwise treating any actual or prospective Resident in a manner that discriminates on the basis of race, color, religion, sex (including sexual orientation, gender identity, and pregnancy), national origin, disability, familial status, source of income, or any other protected characteristic. The Customer is solely responsible for housing decisions made by the Customer and its End Users.

8.3 No Harassment, Threats, or Abuse

End Users must not use the Service's messaging, comments, or communication features to harass, threaten, defame, intimidate, or abuse any other person, or to transmit content that is obscene, lewd, sexually explicit, hateful, or that incites violence. We may remove offending content and suspend offending accounts.

8.4 No Unauthorized Resident Communications (TCPA)

The Customer is responsible for confirming that it has the legal right and any required consents to contact each Resident by the channels the Customer uses through the Service, including email, SMS, and voice. The Customer must comply with the U.S. Telephone Consumer Protection Act ("TCPA"), the CAN-SPAM Act, applicable Canadian, EU, and other consent-based marketing laws, and any state restrictions. The Customer must honor opt-out requests promptly. Ciosanna provides messaging tools and audit logs; the Customer's communications policies, content, and consent records are the Customer's responsibility.

8.5 No Misuse of the Cio Assistant

End Users must not (a) submit prompts to Cio intended to extract another tenant's Customer Data, (b) use Cio output as the sole basis for an adverse housing decision (see Section 9.4), (c) attempt to bypass Cio's safety, content, or rate-limit controls, or (d) use Cio to generate content that violates Section 8.3. Misuse may result in Cio access being suspended for the offending End User or the Customer.

8.6 Reporting Violations

If you become aware of conduct on the Service that violates these Terms, please report it to support@ciosanna.com. We investigate reports in good faith but are not obligated to take any specific action.

9.1 Nature of Cio

"Cio" is the brand name for the artificial-intelligence assistance features available within the Service. Depending on the Customer's plan, Cio may include a conversational assistant, suggested responses to Resident messages, summary generation, and a numeric Cio Score intended to surface patterns in a Resident's interactions with the Service. Cio is built on large language models provided by our LLM Sub-Processor under contract, and on signals drawn from the Customer's own Customer Data.

9.2 Cio is Not Decisional

Cio is an assistance feature. Cio does not make decisions about whether to accept or deny a housing application, whether to renew a lease, whether to issue a notice, whether to evict, or any similar housing decision. Cio output is informational only, may contain errors, and must not be treated by the Customer or its End Users as a final or independent judgment.

9.3 Cio Scoring Is Not a Consumer Report

The Cio Score is not a consumer report, a credit score, or a tenant screening report, and Ciosanna is not a consumer reporting agency, as those terms are defined in the federal Fair Credit Reporting Act ("FCRA"). The Cio Score is derived only from a Resident's own interactions with the Customer's instance of the Service (such as ledger history and communication responsiveness) and is intended only as an internal customer-service indicator for the Customer. The Customer must not use the Cio Score as a factor in any decision governed by the FCRA, including tenant screening of new prospects or extension of credit, without first ensuring that the Customer is in independent compliance with the FCRA and applicable state analogues. Our FCRA Disclosure describes these limits in detail.

9.4 Customer's Obligation of Human Review

If the Customer or any End User uses Cio output as one input among many for a decision that affects a Resident, applicant, Property Owner, Vendor, or any other End User, the Customer must apply meaningful human review before that decision is taken. The Customer must not delegate adverse housing decisions to Cio. The Customer is solely responsible for the decisions it makes and for ensuring that those decisions comply with fair-housing, anti-discrimination, consumer-protection, and any other applicable law.

9.5 Limitations of AI Output

Cio output may be inaccurate, incomplete, biased, or out of date. Cio may produce different responses to similar inputs at different times. The Customer must not rely on Cio output as legal advice, financial advice, tax advice, medical advice, or any other regulated professional advice. Cio output is provided "as is" without warranty of accuracy or fitness for any particular purpose. The Customer assumes all risk of using Cio output and is responsible for verifying anything Cio produces before relying on it.

10.1 Ciosanna's Intellectual Property

The Service, the Documentation, our software, the Ciosanna name and logo, the Cio name and logo, the look and feel of the Service, and all related intellectual property are owned by Ciosanna, Inc. or our licensors. Except for the limited rights expressly granted in these Terms, no rights or licenses are granted to the Customer or any End User, by implication, estoppel, or otherwise. The Customer must not (a) copy, modify, or create derivative works of the Service, (b) reverse-engineer, decompile, or disassemble the Service, (c) remove or alter any proprietary notices, or (d) use the Service to build a competing product.

10.2 Customer's Intellectual Property and Customer Data

The Customer retains ownership of its own trademarks, logos, marketing materials, lease templates, and other intellectual property it uploads or generates within the Service, and of all Customer Data as described in Section 7.1. The license the Customer grants Ciosanna in Section 7.1 is the only license Ciosanna receives in Customer Data.

10.3 Feedback License

If the Customer or any End User provides Ciosanna with suggestions, comments, ideas, or other feedback about the Service ("Feedback"), the Customer grants Ciosanna a perpetual, irrevocable, worldwide, royalty-free, fully paid-up license to use, modify, and exploit the Feedback for any purpose without obligation to the Customer. The Customer represents that the Feedback is not confidential and that it has the right to grant this license.

10.4 Trademarks and Branding

"Ciosanna," "Cio," and any other Ciosanna trademarks and logos are owned by Ciosanna, Inc. The Customer may identify itself as a user of the Service in factual statements but must not use Ciosanna trademarks or logos in a manner that suggests endorsement, sponsorship, or partnership without our prior written consent.

11.1 Third-Party Services in General

The Service integrates with, and depends on, services provided by third parties (collectively, "Third-Party Services"). The availability, performance, and terms of Third-Party Services are outside our control. We are not responsible for Third-Party Services. The Customer's use of a Third-Party Service is subject to the third party's then-current terms and privacy notice.

11.2 Current Sub-Processors

As of the Last Updated date, our principal Sub-Processors include:

• Supabase, Inc. — database hosting, authentication, file storage
• Stripe, Inc. — payment processing for Subscriptions and for Resident rent collection
• Twilio Inc. (SendGrid) — transactional and marketing email, and SMS where enabled
• Cloudflare, Inc. — CDN, web application firewall, DDoS protection, bot mitigation
• Anthropic, PBC — large language model services for Cio features
• Replit, Inc. — cloud development and hosting infrastructure

We may add, replace, or remove Sub-Processors and will update our Privacy Policy and DPA to reflect changes. The current list is also published in our Privacy Policy.

11.3 Use of Third-Party Services at Customer's Risk

The Customer is responsible for any obligations the Customer has under contracts with Third-Party Services, including paying any fees the Customer owes directly to a Third-Party Service. If a Third-Party Service is discontinued or changes its terms in a way that affects a feature of the Service, we will use commercially reasonable efforts to replace it or to provide a comparable feature, but we cannot guarantee that we will be able to do so.

12.1 Limited Service Warranty

Subject to the disclaimers in Section 12.2, Ciosanna warrants that during a Term in which the Customer is in good standing, we will provide the Service with reasonable care and skill, substantially in accordance with our then-current Documentation. The Customer's sole and exclusive remedy, and our sole and exclusive obligation, for a breach of this warranty is for Ciosanna to use commercially reasonable efforts to correct the deficiency, or, if we cannot do so within a reasonable time, to allow the Customer to terminate and receive a pro-rata refund of prepaid fees for the affected period.

12.2 Disclaimer of Warranties

EXCEPT FOR THE LIMITED WARRANTY IN SECTION 12.1, AND TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE SERVICE, THE DOCUMENTATION, AND ALL CIO OUTPUT ARE PROVIDED "AS IS" AND "AS AVAILABLE." CIOSANNA DISCLAIMS ALL WARRANTIES, EXPRESS, IMPLIED, OR STATUTORY, INCLUDING ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, ACCURACY, AND ANY WARRANTIES ARISING FROM COURSE OF DEALING OR USAGE OF TRADE. CIOSANNA DOES NOT WARRANT THAT THE SERVICE WILL BE UNINTERRUPTED, ERROR-FREE, OR FREE OF HARMFUL COMPONENTS, OR THAT DATA WILL NOT BE LOST.

12.3 No Warranty Regarding Third-Party Services

Ciosanna does not warrant any Third-Party Service, including Stripe, our LLM Sub-Processor, or any other Sub-Processor. Third-Party Services are provided by their respective owners on their own terms. The Customer's recourse with respect to a Third-Party Service is with that third party.

12.4 No Warranty Regarding Cio Output

In addition to the disclaimers in Section 9, Cio output is provided without any warranty of accuracy, completeness, suitability for a particular purpose, or freedom from bias. The Customer accepts that AI outputs can be wrong and assumes the risk of relying on them. The limited warranty in Section 12.1 does not extend to the substantive content of Cio output.

13.1 Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, CIOSANNA'S TOTAL CUMULATIVE LIABILITY TO THE CUSTOMER FOR ALL CLAIMS ARISING OUT OF OR RELATING TO THESE TERMS OR THE SERVICE, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR ANY OTHER THEORY, WILL NOT EXCEED THE GREATER OF (A) ONE HUNDRED U.S. DOLLARS ($100), OR (B) THE TOTAL FEES THE CUSTOMER ACTUALLY PAID TO CIOSANNA FOR THE SERVICE DURING THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

13.2 Excluded Damages

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL CIOSANNA BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR EXEMPLARY DAMAGES, OR FOR LOST PROFITS, LOST REVENUE, LOST BUSINESS, LOST DATA, LOSS OF GOODWILL, OR THE COST OF SUBSTITUTE SERVICES, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND EVEN IF A REMEDY FAILS OF ITS ESSENTIAL PURPOSE.

13.3 Customer Indemnification

The Customer will defend, indemnify, and hold harmless Ciosanna, its affiliates, and its officers, directors, employees, agents, and Sub-Processors from and against any third-party claim, demand, suit, or proceeding, and any related liability, damages, fines, settlements, and reasonable attorneys' fees, that arises out of or relates to (a) the Customer's or any End User's use of the Service in violation of these Terms or applicable law, (b) any housing decision made by the Customer or its End Users, (c) any claim of unlawful discrimination or fair-housing violation related to the Customer's conduct, (d) Customer Data the Customer or its End Users submit to the Service, including any claim that such Customer Data infringes the rights of a third party, (e) the Customer's communications with Residents in violation of Section 8.4, or (f) the Customer's failure to honor any required cancellation, refund, or rights request. We will give the Customer prompt notice of any claim subject to indemnification, allow the Customer to control the defense (with our reasonable cooperation), and not settle any claim that imposes obligations on us without the Customer's consent.

13.4 Exceptions to Limitations

The limitations and exclusions in Sections 13.1 and 13.2 apply to the maximum extent permitted by law but do not apply to (a) liability that cannot be limited by contract under applicable law, including, in some jurisdictions, liability for gross negligence, willful misconduct, fraud, or death or personal injury caused by negligence; and (b) the Customer's indemnification obligations in Section 13.3.

14.1 Term

These Terms begin on the date the Customer first accepts them, or first accesses or pays for the Service, and continue for as long as the Customer has an active Subscription, unless terminated earlier as set out below.

14.2 Termination by the Customer

The Customer may cancel its Subscription at any time as described in Section 5.5. Cancellation takes effect at the end of the then-current Term, and these Terms terminate with respect to the Customer at that time, except for any provision that by its nature is intended to survive (see Section 16.5).

14.3 Termination by Ciosanna

We may suspend or terminate the Customer's account, with or without notice, if (a) the Customer materially breaches these Terms and does not cure the breach within thirty (30) days after we give notice; (b) the Customer engages in conduct that exposes Ciosanna, its other customers, or End Users to material legal or security risk; (c) we are required to do so by law or by a Sub-Processor; or (d) the Customer fails to pay fees as set out in Section 5.6. We may also decline to renew a Subscription at the end of any Term by giving at least thirty (30) days' notice before the end of the Term.

14.4 Suspension

In addition to the suspension rights in Sections 5.6 and 14.3, we may suspend access to the Service or to specific features for the time reasonably required to address a security incident, a suspected unauthorized use, a Third-Party Service outage, or a regulatory inquiry. We will give the Customer notice as soon as reasonably practicable.

14.5 Effect of Termination and Data Retention

Upon termination of these Terms or non-renewal of a Subscription, (a) the Customer's right to access the Service ends; (b) we will retain the Customer's Customer Data in a read-only or recovery state for ninety (90) days so the Customer can export it, after which we may delete it; and (c) the Customer remains responsible for fees that accrued before termination. The provisions of these Terms that by their nature should survive termination, including Sections 6.4, 7, 10, 12, 13, 14.5, 15, and 16, will survive.

15.1 Informal Resolution First

Before commencing any formal proceeding, the Customer and Ciosanna agree to attempt to resolve any dispute, claim, or controversy arising out of or relating to these Terms or the Service (a "Dispute") informally. Either party may begin informal resolution by sending a written notice describing the Dispute and the proposed resolution to support@ciosanna.com (for notice to Ciosanna) or to the Customer's billing contact on file (for notice to the Customer). The parties will then attempt in good faith to resolve the Dispute within thirty (30) days of the notice.

15.2 Binding Individual Arbitration

If the parties cannot resolve a Dispute informally within thirty (30) days, the Customer and Ciosanna agree that the Dispute will be resolved by binding individual arbitration administered by the American Arbitration Association ("AAA") under its then-current Commercial Arbitration Rules. The arbitration will be conducted by a single arbitrator, will be held in Seattle, Washington, and may be conducted by video conference at the election of either party. The arbitrator's award is final and binding and may be entered as a judgment in any court of competent jurisdiction. The parties bear their own costs of arbitration except as the AAA Rules or applicable law require otherwise.

15.3 Class Action Waiver

THE CUSTOMER AND CIOSANNA EACH AGREE THAT EACH PARTY MAY BRING CLAIMS AGAINST THE OTHER ONLY IN AN INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS, CONSOLIDATED, OR REPRESENTATIVE ACTION. THE ARBITRATOR MAY NOT CONSOLIDATE THE CLAIMS OF MORE THAN ONE PERSON AND MAY NOT PRESIDE OVER ANY FORM OF REPRESENTATIVE OR CLASS PROCEEDING. If a court of competent jurisdiction holds this Section 15.3 to be unenforceable as to a particular claim, that claim will be severed from the arbitration and may be brought in a court of competent jurisdiction, but the remainder of Sections 15.2 and 15.3 will continue to apply to other claims.

15.4 Carve-Outs

Notwithstanding Sections 15.2 and 15.3, (a) either party may bring an individual claim in small-claims court in the county where the responding party is located, if the claim qualifies, in lieu of arbitration; and (b) either party may seek temporary or preliminary injunctive relief in a court of competent jurisdiction to protect its intellectual property or confidential information pending arbitration of the underlying Dispute.

15.5 Opt-Out of Arbitration

A Customer may opt out of Sections 15.2 and 15.3 by sending written notice of opt-out to support@ciosanna.com within thirty (30) days after first accepting these Terms. A valid opt-out must identify the Customer and clearly state the Customer's intent to opt out of arbitration. If the Customer opts out, Disputes will be resolved in the courts identified in Section 15.6, and the class-action waiver in Section 15.3 will not apply to that Customer.

15.6 Governing Law and Venue

These Terms and any Dispute are governed by the laws of the State of Washington, U.S.A., without regard to its conflict-of-laws principles. To the extent a Dispute is not subject to arbitration under this Section 15, the Customer and Ciosanna submit to the exclusive jurisdiction and venue of the state and federal courts located in King County, Washington. The United Nations Convention on Contracts for the International Sale of Goods does not apply to these Terms. Nothing in these Terms overrides any non-waivable consumer-protection right available to an End User under the law of their habitual residence.

16.1 Entire Agreement

These Terms, together with the Privacy Policy, the DPA (where applicable), our published pricing in effect at the Customer's sign-up, and any policies we expressly incorporate by reference, constitute the entire agreement between the Customer and Ciosanna with respect to the Service and supersede all prior or contemporaneous agreements, communications, and understandings relating to the same subject.

16.2 Order of Precedence

In the event of any conflict, the order of precedence is (a) the DPA, as to processing of Personal Information; (b) these Terms; (c) any policy expressly incorporated by reference; and (d) the Documentation.

16.3 Assignment

The Customer may not assign or transfer these Terms, by operation of law or otherwise, without our prior written consent, except that the Customer may assign these Terms in connection with a merger, acquisition, or sale of substantially all of its assets, provided the assignee agrees in writing to be bound by these Terms. Ciosanna may assign these Terms without consent in connection with a merger, acquisition, reorganization, or sale of all or substantially all of our assets. Any other purported assignment is void.

16.4 Severability

If any provision of these Terms is held to be invalid or unenforceable, that provision will be limited or eliminated to the minimum extent necessary, and the remaining provisions of these Terms will remain in full force and effect.

16.5 No Waiver; Survival

Our failure to enforce a provision of these Terms is not a waiver of our right to do so later. The provisions of these Terms that by their nature should survive termination — including Sections 6.4, 7, 10, 12, 13, 14.5, 15, and 16 — will survive.

16.6 Force Majeure

We are not liable for any failure or delay in performance caused by events beyond our reasonable control, including acts of God, natural disasters, war, terrorism, civil disturbance, labor disputes, internet or telecommunications failures, denial-of-service attacks, government action, or pandemic.

16.7 Notices and Contact

We will give notice to the Customer by email to the address on file or by posting in the Service. The Customer may give notice to Ciosanna at support@ciosanna.com, or by mail to Ciosanna, Inc., 714 W 2nd St, Waitsburg, WA 99361. Notice is deemed received on the day it is sent by email or posted in the Service, or three (3) business days after deposit with a recognized carrier for mail.