Terms of Service

1. Agreement to these terms

These Terms of Service (the “Terms”) are an agreement between Amenable LLC, a Florida limited liability company registered at 1126 15th Avenue North, St. Petersburg, FL 33704, United States (“Amenable”, “we”, “us”, “our”), and the business that creates an Iraca account (“Customer”, “you”, “your”). They govern your use of the Iraca web application, its API, its mobile and installable applications, and the related services we provide (together, the “Service”).

By creating an account, signing in, or using the Service, you accept these Terms. If you accept on behalf of a company or other organization, you represent that you have authority to bind it, and “you” means that organization.

Our Privacy Policy explains how we handle personal information and is part of these Terms. Where you have signed a separate written agreement with us (an Enterprise order form, a data processing addendum, or a marketplace operator agreement), that agreement controls to the extent it conflicts with these Terms.

2. Definitions

• Service: the Iraca application and everything we make available through it, including any add-on you activate.
• Customer Data: everything you or your users put into the Service or that we import on your instruction: products, recipes, inventory, orders, invoices, bills, documents, images, and the details of your own customers, suppliers, staff and drivers.
• End Individual: a person who is not one of your users but whose personal information is in your Customer Data or who uses a Customer-Facing Feature: for example a customer you ship or deliver to, a supplier contact, or a driver.
• Customer-Facing Features: the parts of the Service your own customers use, under your name: the customer portal, online checkout and card payment, delivery tracking pages, quote and invoice pages sent by link, and the emails and text messages we send them on your behalf.
• Plan: the subscription tier your account is on (for example Free, Standard, or Enterprise).
• Add-On: a capability sold separately from your Plan, or included in it, as shown on the pricing page and in the Billing screen.
• Usage Fees: fees charged on activity rather than by subscription, such as the platform fee on card payments your customers make, the price of shipping labels, and text messages above your Plan’s allowance (see section 6).
• AI Features: features that use a third-party artificial-intelligence model to read or produce content (see section 12).
• Storefront: a public, co-branded Iraca Marketplace site on which you may choose to list products.

3. Your account

Business use. Iraca is software for businesses. You may use it only for business purposes, and you must be at least 18 and legally able to enter into a contract.

Sign-in. You must give accurate account information and keep it current. Sign-in uses a code sent to your email address; you are responsible for keeping control of that mailbox. Anyone who can receive your sign-in codes can reach your account.

Users. You may invite as many team members as you like; every Plan includes unlimited users. You are responsible for everything done in your account by your users, and by anyone using their access, including the AI assistants they connect (section 12).

Security. Tell us promptly at security@iraca.app if you believe your account has been accessed without authorization.

4. Plans, add-ons, and trials

Plans. The Service is offered on Plans with different limits and inclusions, published at https://iraca.app/pricing and shown in the Billing screen. A Plan sets a monthly or annual subscription fee (zero on the Free Plan), limits such as the number of products and recipes, which Add-Ons are included, the text messages included each month, and the rate of some Usage Fees. The Service enforces those limits.

Free Plan. The Free Plan is provided as-is, carries no support commitment beyond what the pricing page states, and may be changed or discontinued on notice. Usage Fees still apply to activity on the Free Plan.

Included Add-Ons. Add-Ons your Plan includes are available while you are on that Plan, with no separate charge. If you move to a Plan that does not include one, it stops being available unless you subscribe to it separately where that is offered.

Paid Add-Ons. Paid Add-Ons are billed in addition to your Plan, at the price shown when you activate them, and may be cancelled independently. Some are sold in quantities (for example blocks of extra products and recipes); you are billed for the quantity you hold.

Trials. Paid Plans, and many paid Add-Ons, may be tried free for 14 days (or the period shown when you start). No payment method is needed to start a trial, and each business may trial a given Plan or Add-On once.

• If you subscribe during a trial, you keep the rest of the trial and your first charge is made when the trial would have ended.
• If a Plan trial ends without a subscription, your account moves to the Free Plan automatically. Nothing is deleted, and you may subscribe to a paid Plan again at any time. The Free Plan’s limits then apply (see “Changing Plans” below).
• If an Add-On trial ends without a subscription, that Add-On stops being available. Settings tied to it (for example AI assistant connections) are kept, and work again if you subscribe.
• We send a reminder before an Add-On trial ends.

Changing Plans. You may move between Plans at any time from the Billing screen; the change takes effect as described there at the time. If you move to a Plan whose limits your account exceeds, we may stop you creating new records until you are within them. We will not delete your data because of a downgrade. Section 8 explains what happens to your books.

5. Subscription fees, billing, and renewal

Payment processor. Subscription fees and Usage Fees are charged through Stripe. By subscribing or incurring Usage Fees you authorize us, through Stripe, to charge your payment method for all amounts due. Card details go directly to Stripe and are never stored on our systems.

Automatic renewal. Subscriptions renew automatically at the end of each billing period (monthly or annual, as you chose) at the then-current price, and your payment method is charged without further action. You may cancel at any time from the Billing screen; cancellation takes effect at the end of the period you have paid for, and you keep access until then. You do not need to call or email anyone to cancel.

Renewal reminders. For annual subscriptions we email a reminder at least 30 days before each renewal charge.

Refunds. Fees are non-refundable except where the law requires otherwise or we agree in writing. We do not refund partial periods or unused time. Because Plans can be tried free before any charge, there is no refund window on a first payment.

Price changes. We may change Plan prices, Add-On prices and Usage Fee rates. For an existing subscription, a subscription price change takes effect at your next renewal; a change to a Usage Fee rate takes effect on the date we give. Either way we will give at least 30 days’ notice by email or in the app. If you do not accept a change, cancel or stop the activity before it takes effect.

Failed payments. If a charge fails we may retry it, and after notice we may suspend your account or the affected Add-On until payment succeeds.

Taxes. Prices exclude sales, use, VAT and similar taxes, which you are responsible for, other than taxes on our income.

Referral and promotional credits. Where we run a referral or promotional credit program, its own published terms apply. Credits have no cash value, are not refundable, apply only to fees we invoice, and may expire.

6. Usage Fees

Much of Iraca is priced by activity rather than by subscription. The current Usage Fees and rates are published on the pricing page and in the Billing screen, and each one is shown to you before you incur it or when you switch on the feature that incurs it.

• Card and bank payments from your customers. A platform fee, set by your Plan as a percentage over the payment processor’s own fees, on each payment your customers make to you through the Service by card or by bank account (section 7).
• Shipping labels bought on Iraca’s carrier account, at the price shown at purchase, which includes our margin (section 9).
• Text messages sent to your customers above the number your Plan includes each month, at the per-message rate shown, billed on your next invoice (section 11). Messages are counted per message sent, not per segment.
• Other metered services we may introduce, always disclosed before you incur them.

Usage Fees that are not deducted from a payment at the time are added to your next invoice and charged to your payment method on file. They are charged even on the Free Plan.

7. Accepting payments from your customers

Where you switch on card payments, your customers can pay you by card, and where offered by bank account, through the Customer-Facing Features (for example at checkout in the customer portal or from an invoice link). In this section “card payments” includes those bank payments.

Stripe provides the payment processing. Payment processing services for Iraca customers are provided by Stripe and are subject to the Stripe Connected Account Agreement, which includes the Stripe Terms of Service (together, the “Stripe Services Agreement”). By switching on card payments, or continuing to accept them, you agree to be bound by the Stripe Services Agreement, as Stripe may modify it from time to time. As a condition of our enabling payment processing through Stripe, you agree to give us accurate and complete information about you and your business, and you authorize us to share it, and transaction information related to your use of those services, with Stripe.

You are the seller. You are the merchant of record for every sale your customers pay for. You set your prices, taxes, delivery and refund terms, and you are responsible to your customers for the goods. We are not a party to the sale, we do not hold your funds, and we are not a bank or money transmitter. Stripe pays out to your connected account under its own schedule.

Fees. For each payment, Stripe’s processing fees and our platform fee (section 6) are deducted before the funds reach your account.

Orders are created only when payment succeeds. If a payment succeeds but the order cannot be placed (for example the item sold out or the delivery window filled in the meantime), the Service refunds the customer in full automatically, and no order is created.

Refunds, disputes and chargebacks. Refunds you issue, and disputes and chargebacks your customers bring, are yours to handle and to bear, including any fees Stripe charges for them. Where a refund or dispute leaves a negative balance on your connected account, Stripe’s terms govern how it is recovered. Our platform fee is not returned when you refund a payment, in full or in part, just as Stripe keeps its own processing fee. The exception is a refund the Service makes because of its own failure, such as an order that could not be placed after payment (above); then the fee is returned too.

Verification and restrictions. Stripe may ask for identity and business information before or after you accept payments, and Stripe or we may suspend card payments for an account that is at risk of fraud, prohibited business, excessive disputes, or a breach of these Terms or the Stripe Services Agreement.

8. Your data, the records export, and your books

You own it. As between you and us, Customer Data is yours.

What we may do with it. You grant us a worldwide, non-exclusive, royalty-free licence to host, copy, transmit, display and process Customer Data only to provide, secure and support the Service, and as your instructions (including your use of the Service’s features) direct. We do not sell Customer Data, use it to advertise, or use it to train artificial intelligence models, and we do not allow the providers of our AI Features to train on it (section 12).

Aggregated statistics. We may produce aggregated, de-identified statistics from use of the Service to operate and improve it. They never identify you, your users, or any End Individual.

Your records are never held hostage. On every Plan, including Free, and while your account is suspended, you can export your business records (orders, invoices, credit memos, bills, payments and their lines, products, contacts and supplies) as spreadsheet files from Settings. The download link lasts 7 days, and you may request one export per hour.

Your books. The Service records accounting entries (a journal) for your activity on every Plan. Viewing the journal and financial statements, and exporting them to accounting software, are part of the Plans and Add-Ons that include Books & Financial Reports.

• If you leave such a Plan, you keep read-only access to your books up to the last day you paid for, and for 90 days you may download one closing export of them (journal, trial balance, and yearly profit and loss and balance sheet).
• Moving back to a Plan that includes them restores full access, including entries recorded in the meantime.

Personal information about others. Much of your Customer Data is personal information about End Individuals. You are responsible for having a lawful basis to collect, store and use it, and for giving the notices and obtaining the consents your customers, suppliers, staff and drivers are owed, including for the messages, location recording, AI Features and payments described in these Terms. For that data we act on your behalf as a processor. If you are subject to GDPR, UK GDPR, the CCPA/CPRA or a similar law, ask for our Data Processing Addendum, which will then govern that processing.

Backups. We keep backups for our own resilience. They are not a substitute for your own exports, and we do not promise to restore individual records you delete.

Accuracy. The Service computes costs, stock, ledger entries, taxes, labels, delivery fees, arrival times and forecasts from what you enter and what connected services return. We are not responsible for outputs that are wrong because the inputs were.

9. Shipping labels, postage, and carrier accounts

Labels bought through Iraca. Where you buy a label on Iraca’s carrier account, we buy the postage and resell it to you at the price shown before you confirm, which includes our margin.

Prepaid wallet. If your account uses the wallet billing model, you prepay a balance that label purchases draw down. Wallet funds may be used only for postage and related services. If you switch on auto-reload, you authorize us to charge your saved payment method for the reload amount you set whenever your balance falls below the threshold you set. You can change or switch off auto-reload at any time in Shipping settings.

• Wallet balances do not expire.
• A balance can’t be withdrawn or transferred while your account is open, but when you close your account we refund any unused balance to the payment method it came from, or by another method if that one can’t take it. Ask at support@iraca.app.
• A top-up that is reversed (for example a bank payment that is returned or disputed) is taken back out of the balance, which may then fall below zero until it is topped up again.

Per-label billing. On the per-label model, each purchase is charged to your saved payment method when you buy it.

Postage refunds. Once a label is bought, refunds follow the carrier’s own rules, and we cannot guarantee one. When the carrier approves a refund for a label bought on Iraca’s account, we credit back what you paid for that label, the way you paid it.

Your own carrier accounts. You may connect your own carrier or EasyPost account. Those shipments are billed to you by that provider, with no margin from us, under your agreement with them.

Carrier terms. All shipments are subject to the carrier’s terms, prohibited-items rules, packaging requirements and liability limits. You are responsible for what you ship and how it is packed, declared and documented. We are not the carrier and are not liable for loss, damage, delay or seizure.

10. Local delivery, drivers, and couriers

Your drivers are yours. Iraca helps you plan routes and run deliveries with your own drivers. Drivers you add are your employees, contractors or agents, not ours. You are responsible for their engagement, pay, conduct, licensing, insurance and vehicles, and for the safety of your deliveries.

Location recording. While a driver has a route in progress, the driver app may record the phone’s location and show it to you and, as the route nears them, to the customer being delivered to. You must tell your drivers about this and obtain any consent the law requires before they use the app, and you may not use the Service to track anyone outside a route in progress. We keep location records for a limited period (see the Privacy Policy).

Couriers. Where you hand a delivery to a third-party courier network through the Service, you do so under your own account with that network and its terms; its fees are billed to you by it. We are not the courier and are not liable for its performance.

Estimates. Delivery windows, routes and arrival times are estimates. We do not guarantee that a delivery will arrive within a window, and you are responsible for what you promise your customers.

Proof of delivery. Photos, signatures and notes captured as proof of delivery are your Customer Data. You are responsible for capturing them lawfully.

11. Messages to your customers

The Service can send emails and text messages to your customers on your behalf: order confirmations, invoices, quotes, delivery updates, sign-in codes for your customer portal, and similar transactional messages.

• You are the sender. Messages carry your business name and are sent because of your settings or actions. You are responsible for their content and for complying with the laws that apply to them, including the U.S. Telephone Consumer Protection Act and CAN-SPAM, and their equivalents elsewhere.
• Text messages need consent. We send a text only to a customer whose consent to texts is recorded for that number. You must record consent only where the customer actually gave it to you, and keep evidence of it. Texts are transactional (delivery updates); you may not use the Service to send marketing texts.
• Opt-outs are honored automatically. A customer who replies STOP stops receiving texts, and because texts are sent from a number shared across Iraca businesses, a STOP applies to that number for every business using Iraca. You may not ask a customer to opt back in except through the Customer-Facing Features.
• Marketing email. Where you email your customers about your products through the Service, you may email only people who agreed to hear from you, and we record how and when each agreed. Every marketing email carries an unsubscribe link that takes effect at once. If an address hard-bounces or its owner reports a business’s email as spam, we stop marketing email to it from every business on Iraca.
• Delivery isn’t guaranteed. Mobile carriers and email providers may delay, filter or refuse messages. We are not liable for a message that isn’t delivered.

12. AI Features

Some features use artificial-intelligence models provided by third parties (currently Anthropic) to read or write content. These include the setup assistant (which reads your public website, the spreadsheets, invoices and marketing material you upload, and proposes settings and draft records), reading supplier bills and recipes from documents, and written explanations in the app.

• What is sent. Only the content the feature needs, at the moment you use it. Our AI providers process it to return a result to us and do not use it to train their models.
• Outputs are drafts. AI output can be wrong, incomplete or misread. The Service shows it to you as suggestions or drafts to review, and you are responsible for checking anything you accept before relying on it, as with any other input under section 8.
• What you upload. You must have the right to give us anything you ask an AI Feature to read, including other people’s documents and personal information in them. Do not ask the setup assistant to read a website that isn’t yours.
• Limits. We may limit how much an AI Feature reads or how often it runs, and may change or withdraw AI Features.

Talk to Iraca (AI assistant connections). Where your business has the Talk to Iraca Add-On, each of your users may connect their own AI assistant (such as Claude or ChatGPT) to read your business data, with the same access that user has in Iraca.

• A connection is read-only. It is made only after that user approves it on our consent screen, and you or the user can revoke it at any time.
• By connecting an assistant, the user instructs us to send it the data it asks for. That includes the names of your customers and suppliers, and their email addresses, phone numbers and addresses if an owner or admin turns on sharing contact details. The assistant’s provider receives it under its own terms with that user, not ours; it is not our service provider, and we are not responsible for what it does with the data.
• You are responsible for having the right to share your customers’ and suppliers’ personal information with the AI providers your users choose, including any notice or consent the law requires.
• The assistant writes its own answers and can misread or misstate figures. Verify before relying on them; section 14 applies to them in full.
• Keep connected AI accounts and devices secure, and take care when connecting Iraca alongside tools that can act for you (send email, make payments), because text in your data that other people wrote, such as a customer’s name, could be crafted to mislead an AI.

13. Third-party services and Customer-Facing Features

Integrations. Iraca connects to services you already use, including Amazon (Selling Partner and Ads), Shopify, WooCommerce, Etsy, Walmart, TikTok Shop, Stripe, EasyPost, shipping carriers and courier networks.

• Every connection is started and authorized by you, and you may disconnect at any time.
• Your use of each service stays governed by your agreement with its provider. You are responsible for complying with it and for having the right to grant us access.
• These services are outside our control. A provider may change or withdraw its API, limit or end your access, or return wrong or incomplete data, and a sync may be delayed or fail. We are not liable for anything caused by a third-party service.
• We use only the access the features you enable require. Advertising integrations are used for reporting only; we do not create, edit, pause or bid on campaigns.
• Data already imported stays in your account after you disconnect, until you delete it.

Customer-Facing Features. The customer portal, checkout, tracking pages, and the quote and invoice pages sent by link are presented under your name.

• Your terms of sale apply between you and your customers. You are responsible for the prices, taxes, minimums, credit terms, promotions, delivery promises and product information your customers see.
• You decide who gets portal access, and you are responsible for revoking it when someone should no longer have it.
• Where your customers sign up for an account through the portal, they accept the end-customer terms we publish for that purpose, which do not make them our customers.

14. Compliance, accounting, tax, and professional advice

Read this section.

Iraca includes tools that touch regulated activity: nutrition and label generation, food-safety plans, acidified-food and cottage-food compliance, shelf life and use-by dates, allergen fields, lot traceability, bookkeeping, financial statements, invoicing, sales tax, resale certificates, credit limits, and cash flow forecasts.

• These tools are aids, not advice. We are not your lawyer, accountant, tax adviser, process authority, food-safety consultant or regulator, and using the Service creates no such relationship.
• Labels and allergens. Labels, nutrition panels, ingredient lists, allergen statements and use-by dates are produced from data you enter. The Service never works out allergens for you. You are solely responsible for checking every label and date before it is printed or used on a product for sale, and for its compliance with the law.
• Food safety and compliance modules help you organize and document your own compliance work. They do not establish, validate or certify compliance, and do not replace a process authority, a scheduled process, an inspection, or a filing with a regulator.
• Accounting and tax. Ledger entries, statements, aging reports and exports are for your internal use and your accountant’s review. They are not audited and not guaranteed to follow GAAP, IFRS or any other framework. Sales tax is calculated at the rates and exemptions you set; we do not determine where you owe tax, at what rate, or whether an exemption is valid. You are responsible for collecting, filing and remitting taxes and for keeping the certificates that support an exemption.
• Forecasts are estimates based on assumptions, not predictions.
• You remain solely responsible for your legal and regulatory obligations.

15. Acceptable use

You must not:

• use the Service in breach of any law, or to store or send anything unlawful, infringing, defamatory or harmful;
• upload malware, or try to gain unauthorized access to the Service, another customer’s data, or any connected system;
• probe, scan, penetration-test or load-test the Service without our prior written permission (ask at security@iraca.app);
• scrape the Service, access it by automated means other than our documented API and AI assistant connections, or exceed published rate limits;
• share, sell or reuse API keys or AI assistant connections outside your business, or use them to extract data at scale for another service;
• resell or sublicense the Service, or provide it to others as a service of your own, except as an Enterprise agreement permits;
• work around Plan limits, trials or Usage Fees, including by opening additional accounts for the same business to get repeat trials;
• copy, reverse engineer or build a derivative of the Service, or use it to build a competing product;
• send marketing texts, send texts without recorded consent, or send unsolicited bulk email;
• track a driver’s or anyone else’s location outside a route in progress;
• sell goods or services that Stripe, a carrier, or the law prohibits, or use card payments for any business Stripe does not allow;
• misrepresent the origin, certification or compliance of goods you sell or list; or
• ask an AI Feature to read content you have no right to give it.

We may investigate suspected violations and may suspend access where we reasonably believe one is ongoing and causing harm or risk.

16. Intellectual property

The Service, its software, design, documentation, the Iris character, and the Iraca and Amenable names and marks are ours. We grant you a limited, non-exclusive, non-transferable, revocable right to use the Service during your subscription under these Terms. Everything not expressly granted is reserved.

Your marks. You grant us the right to show your name, logo and content in the Customer-Facing Features and Storefronts you use, only to provide them.

Feedback. We may use suggestions you send us without obligation to you.

17. Iraca Marketplace storefronts

If you list products on a Storefront:

• Listing is optional, and a Storefront operator or we may approve, decline, suspend or remove a listing or membership.
• You are responsible for your listings (descriptions, images, prices, claims, certifications and availability) and for having the right to use what you upload. You let us and the Storefront’s operator display it publicly on that Storefront and in related promotion.
• Unless a Storefront says otherwise, a Storefront is an inquiry channel: buyers contact you and you deal with them directly. We are not a party to any resulting sale and do not verify buyers beyond a Storefront’s own verification step.
• Fees an operator charges you are disclosed before you incur them. Where we collect them, we do so for the operator and pass on its share.

18. Confidentiality

Each of us may receive the other’s non-public information. Each will protect it with at least reasonable care, use it only for this agreement, and disclose it only to people who need it and are bound to protect it. This does not cover information that is public through no fault of the recipient, was already known, is independently developed, or must be disclosed by law (with notice where lawful).

19. Availability, support, and changes to the Service

We aim to keep the Service available and fix problems promptly, but there is no availability commitment unless you have a written Enterprise agreement with a service level agreement. We may carry out maintenance and will try to schedule disruptive work outside peak hours and give notice where practical.

Support is provided at the level your Plan states. We may change, add or remove features; where a change materially reduces core functionality you rely on, we will give reasonable notice.

Features labelled beta, preview or early access are provided as-is, may change or be withdrawn without notice, and are excluded from any commitment or warranty.

20. Term, suspension, and termination

Term. These Terms apply from when you create an account until it is closed.

Closing by you. You may cancel at any time from the Billing screen. Your subscription runs to the end of the paid period. To close the account entirely, contact us.

Suspension and termination by us. We may suspend or terminate your account, or a feature such as card payments or text messages, if you materially breach these Terms and do not fix it within 30 days of notice; if fees are unpaid after notice; if your use puts the Service, other customers, End Individuals or anyone else at risk; or if the law, Stripe or a carrier requires it. We may suspend immediately where the risk is immediate, and will tell you why.

Effect. When your account is closed your right to use the Service ends. For 30 days afterwards we will keep your Customer Data available for export on request. After that we delete or anonymize it as the Privacy Policy describes, except records we must keep for tax, accounting or legal reasons. Usage Fees incurred before closure remain payable.

Survival. Sections 8 (ownership and responsibility for others’ data), 14, 16, 18, 21, 22, 23, 24 and 25 survive termination.

21. Disclaimer of warranties

Except as these Terms expressly state, and to the fullest extent the law allows, the Service is provided “as is” and “as available”, and we disclaim all warranties, express, implied or statutory, including merchantability, fitness for a particular purpose, title and non-infringement. We do not warrant that the Service will be uninterrupted, error-free or secure against every threat, or that any calculation, forecast, label, tax figure, arrival time, AI output or report will be accurate, complete or fit for a regulatory purpose.

Some jurisdictions do not allow certain exclusions, so parts of this section may not apply to you.

22. Limitation of liability

To the fullest extent the law allows:

• Neither party is liable for indirect, incidental, special, consequential or punitive damages, or for lost profits, revenue, goodwill or data, or business interruption, even if told they were possible.
• Our total liability arising out of or relating to these Terms or the Service will not exceed the greater of (a) the fees you paid us in the 12 months before the event giving rise to the claim, or (b) US$100. Fees means subscription fees and the Usage Fees we retained; it does not include payments your customers made to you, postage passed through to carriers, or amounts collected for a Storefront operator.
• These limits do not apply to your obligation to pay fees, to either party’s liability for fraud, wilful misconduct, or death or personal injury caused by negligence, or to anything else that cannot be limited by law.

23. Indemnification

You will defend, indemnify and hold harmless Amenable LLC and its officers, employees and agents against any third-party claim, and resulting damages, losses and reasonable legal costs, arising from: your Customer Data; your products, labels, listings, sales, deliveries or shipments; messages sent on your behalf; your drivers; your customers’ payments, refunds and disputes; your use of the Service in breach of these Terms or the law; or your breach of your obligations to an End Individual, Stripe, a carrier, or another third party.

24. Changes to these Terms

We may update these Terms as the Service changes. The date at the top always shows the current version. If a change is material we will tell you by email or in the app at least 30 days before it takes effect. Continuing to use the Service after that means you accept the updated Terms; if you don’t, cancel before then.

25. Governing law and disputes

These Terms are governed by the laws of the State of Florida, without regard to its conflict of laws rules. The UN Convention on Contracts for the International Sale of Goods does not apply.

The state and federal courts located in Pinellas County, Florida have exclusive jurisdiction over any dispute arising out of or relating to these Terms or the Service, and each party consents to jurisdiction and venue there. Either party may still seek an injunction for misuse of its intellectual property or confidential information in any competent court.

Each party knowingly and voluntarily waives any right to a trial by jury in any proceeding arising out of or relating to these Terms or the Service.

Before starting a formal proceeding, each party will raise the issue in writing and try in good faith to resolve it within 30 days.

26. General

Entire agreement. These Terms, the Privacy Policy, the Stripe Services Agreement where section 7 applies, and any written agreement signed by both parties are the whole agreement between us on this subject.

Assignment. You may not assign these Terms without our consent, except to a successor to your business. We may assign them to an affiliate or in a merger, acquisition or sale of assets.

Force majeure. Neither party is liable for a failure caused by something outside its reasonable control, except payment obligations.

Severability and waiver. An unenforceable provision is limited to the minimum extent necessary and the rest stands. Not enforcing a right is not a waiver of it.

No third-party beneficiaries. No one other than you and us has rights under these Terms.

Notices. We send notices to your account email address; send yours to legal@iraca.app or to Amenable LLC, 1126 15th Avenue North, St. Petersburg, FL 33704, United States. Notices to your account email are effective when sent.

Language. These Terms may be provided in Spanish as well as English. If they differ, the English version controls.

Export and sanctions. You may not use the Service in breach of export control or sanctions law, and you confirm you are not on a restricted-party list or in an embargoed territory.

Relationship. We are independent contractors. Nothing here creates a partnership, joint venture, agency or employment relationship.

27. Contact

Amenable LLC 1126 15th Avenue North St. Petersburg, FL 33704 United States legal@iraca.app