Terms of Service

These Terms of Service ("Terms") govern your access to and use of bennyandpenny.com and the services offered by Benny & Penny's — A Tech Company ("we," "us," or "our"), including custom technical development, CRM and AI platforms, business consultation, and publishing services. By using our site or services, you agree to these Terms.

Acceptance and Eligibility

By accessing this site or engaging our services, you confirm that you are at least 18 years old and have the authority to enter into these Terms on behalf of yourself or the entity you represent. If you do not agree, please do not use the site or our services.

Where a signed Statement of Work (SOW), publishing agreement, or platform checkout terms exist, those documents control for that engagement and take precedence over these general Terms to the extent of any conflict.

Contract Execution and Scope of Services

1. Formation of Contract

All custom technical services, including API integrations, website development, and business consultation, as well as publishing agreements, require a separate, signed Statement of Work (SOW) or formal contract. For our software as a service (SaaS) and CRM offerings, accessing or paying for the platform constitutes agreement to the specific terms outlined at checkout.

2. Scope of Work

The SOW or publishing agreement defines the specific deliverables, production timelines, and fees. Any development or content requests outside the original scope require a written amendment and may incur additional fees.

3. Third-Party Platforms and APIs

Our CRM and AI services utilize third-party infrastructure. By using these services, you agree to comply with the acceptable use policies of our underlying providers. We are not liable for outages, data loss, or changes in third-party API terms that affect custom integrations or automated assistants.

4. Publishing Rights and Content Distribution

Contracts for book publishing, content distribution, and print-on-demand services are governed strictly by their respective publishing agreements. General website terms do not supersede or alter the specific intellectual property, royalty, or distribution clauses established in a finalized publishing contract.

5. Termination and Modifications

Standard SaaS subscriptions may be canceled according to the terms selected at checkout. Custom technical contracts and publishing agreements are subject to the specific termination and cancellation clauses detailed within their respective signed documents.

Payment Terms, Fees, and Refunds

1. Payment Terms by Service Type

• Software and CRM Subscriptions (SaaS): Fees are billed on a recurring monthly or annual basis, as selected at checkout. Payment is due in full at the start of each billing cycle. Access to the platform is contingent upon successful payment processing.
• Custom Development, Integration, and Consulting: Projects are subject to the payment schedules specified in their respective Statement of Work (SOW). This typically involves an initial non-refundable deposit followed by milestone-based or net-30 payments.
• Publishing and Production Services: Fees for publishing services, manuscript formatting, cover design, or print-on-demand production setups must be paid according to the terms outlined in the specific publishing agreement.

2. Late Fees and Non-Payment

• SaaS Accounts: If a recurring payment fails, a grace period of 7 days will be provided to update billing information. Failure to resolve payment within this period will result in automatic suspension of CRM, AI assistant, and platform access.
• Custom Services and Publishing: Invoices not paid within 30 days of the invoice date are subject to a late fee of 1.5% per month on the outstanding balance, or the maximum rate permitted by law, whichever is lower. We reserve the right to halt all ongoing development, hosting, or publishing services if any invoice remains unpaid past its due date.

3. Refund Policy

• Subscription Services: All SaaS and CRM subscription payments are non-refundable. We do not provide prorated refunds or credits for partial months or unused platform features.
• Custom Development and Publishing Services: Fees for custom code, API integration, consultation hours, and completed publishing milestones are non-refundable once work has commenced or deliverables have been transferred, as outlined in the individual SOW or contract.

Intellectual Property

1. Deliverables

Unless a signed SOW or publishing agreement states otherwise, ownership of final, paid-for deliverables transfers to you upon our receipt of full payment. Until full payment is received, all work product remains our property.

2. Pre-Existing and Background IP

We retain all rights to our pre-existing tools, frameworks, libraries, templates, know-how, and any general-purpose components used to create deliverables. We grant you a non-exclusive license to use those components solely as incorporated into your deliverables.

3. Your Content

You retain ownership of the content, data, manuscripts, and materials you provide. You grant us a limited license to use them as needed to perform the services, and you represent that you have the rights to all materials you provide.

4. Portfolio Use

Unless you request otherwise in writing, we may identify you as a client and display non-confidential aspects of completed work in our portfolio and marketing.

5. Site Content

All content on bennyandpenny.com — including text, design, logos, and the Benny & Penny's marks — is owned by us or our licensors and may not be copied or reused without permission.

Acceptable Use

When using our site, platforms, or services, you agree not to:

• Use them for any unlawful, infringing, harmful, or fraudulent purpose.
• Attempt to gain unauthorized access to, disrupt, or reverse engineer our systems, code, or APIs.
• Introduce malware, scrape at scale, or abuse rate limits or automated/AI features.
• Upload content you do not have the right to use, or that is unlawful or violates third-party rights.

We may suspend or terminate access for conduct that violates this section.

Confidentiality

Each party may receive non-public information from the other. Both parties agree to use such confidential information only to perform under these Terms or an applicable agreement, and to protect it with reasonable care. This does not apply to information that is or becomes public, is independently developed, or is required to be disclosed by law.

Warranties and Disclaimer

We perform services in a professional and workmanlike manner. Except as expressly stated in a signed agreement, the site, platforms, and services are provided "as is" and "as available," without warranties of any kind, whether express or implied, including merchantability, fitness for a particular purpose, and non-infringement. We do not warrant that the services will be uninterrupted, error-free, or free of harmful components, and we are not responsible for third-party platforms, APIs, or infrastructure outside our control.

Limitation of Liability

To the maximum extent permitted by law, we will not be liable for any indirect, incidental, special, consequential, or punitive damages, or for lost profits, revenue, data, or goodwill, arising out of or relating to the site or services. Our total aggregate liability for any claim will not exceed the amount you paid us for the specific service giving rise to the claim during the three (3) months preceding the event, or one hundred U.S. dollars ($100) if no fees were paid.

Indemnification

You agree to indemnify and hold harmless Benny & Penny's — A Tech Company, and Hamilton Pinto Jr., from any claims, damages, liabilities, and reasonable legal fees arising from your content, your use of the services, or your violation of these Terms or applicable law.

Dispute Resolution and Binding Arbitration

1. Agreement to Arbitrate

Any dispute, claim, or controversy arising out of or relating to these Terms of Service, your use of our CRM and AI platforms, custom technical development, or publishing services, shall be resolved exclusively by binding arbitration, rather than in a court of law. By agreeing to these terms, you waive the right to a trial by jury.

2. Exceptions to Arbitration

This arbitration agreement does not apply to:

• Cases that qualify to be resolved in small claims court.
• Claims seeking injunctive or equitable relief to stop the unauthorized use, theft, or infringement of intellectual property (including proprietary code, APIs, and published manuscripts).

3. Class Action Waiver

You agree that any dispute resolution proceedings will be conducted only on an individual basis and not in a class, consolidated, or representative action. The arbitrator may not consolidate more than one person's claims and may not otherwise preside over any form of a representative or class proceeding.

4. Arbitration Process

The arbitration shall be administered according to the commercial arbitration rules of a recognized dispute resolution provider, such as the American Arbitration Association (AAA). The arbitration shall take place in your designated jurisdiction or virtually, as mutually agreed upon. The arbitrator's award shall be binding and may be entered as a judgment in any court of competent jurisdiction.

5. 30-Day Opt-Out Right

You have the right to opt out of this arbitration agreement by sending written notice of your decision to opt out within 30 days of initially accepting these Terms of Service or purchasing a service. If you opt out, all disputes will be resolved in the state or federal courts located in your designated jurisdiction.

Governing Law and Venue

These Terms are governed by the laws of the State of California, without regard to its conflict-of-laws rules. Subject to the arbitration provisions above, any matter not subject to arbitration will be brought exclusively in the state or federal courts located in California, and you consent to their jurisdiction.

Changes to These Terms

We may update these Terms from time to time. Material changes take effect when posted, as indicated by the updated effective date above. Your continued use of the site or services after changes are posted constitutes acceptance of the revised Terms.

Miscellaneous

• Entire agreement: these Terms, together with any signed SOW, publishing agreement, or checkout terms, are the entire agreement between us regarding their subject matter.
• Order of precedence: if there is a conflict, a signed SOW or publishing agreement controls first, then checkout terms, then these Terms.
• Severability: if any provision is found unenforceable, the remaining provisions stay in effect.
• Waiver: failure to enforce a provision is not a waiver of it.
• Assignment: you may not assign these Terms without our written consent; we may assign them in connection with a merger, acquisition, or sale of assets.
• Force majeure: neither party is liable for delays or failures caused by events beyond its reasonable control.

Questions

Questions about these Terms can be sent to hello@bennyandpenny.com. See also our Privacy Policy.