TERNO TERMS OF SERVICE — UNITED STATES

Effective Date: 19 April 2026

1. INTRODUCTION & ACCEPTANCE

These Terms of Service (this "Agreement") are entered into between Terno Inc., a Delaware corporation ("Terno" or "Company"), and the business entity that accepts these terms ("Merchant" or "you").

Terno provides a cloud-based booking and appointment management platform that enables Merchants to schedule customer appointments, manage availability, accept online payments via Stripe Connect, synchronize with third-party calendars, and send automated notifications via WhatsApp.

By clicking "I Accept," registering an account, or using the Terno platform (the "Services"), you agree to be bound by all terms, conditions, and obligations set forth in this Agreement. If you do not agree to these terms, you may not use the Services.

This Agreement shall become effective on the date you click "Accept" or first access the Services (the "Effective Date") and shall continue for the initial subscription term and any renewal terms, until terminated as provided in Section 14 (Term & Termination).

2. DEFINITIONS

In this Agreement, the following terms have the meanings assigned below:

"Affiliate" means any entity that directly or indirectly controls, is controlled by, or is under common control with a party, where "control" means ownership of 50% or more of the outstanding voting equity or decision-making authority.
"Booking" means a confirmed appointment scheduled by a Customer through the Services for services provided by Merchant.
"Business" means the barbershop, salon, or other service business operated by Merchant.
"Customer" means an individual who books an appointment with Merchant via the Terno platform.
"Fees" means the monthly or annual subscription fees payable by Merchant to Terno as set forth in Section 6 (Fees & Payment).
"Merchant" means the business entity that enters into this Agreement and uses the Services.
"Merchant Content" means any information, data, materials, or content provided by or on behalf of Merchant, including customer information, business details, appointment descriptions, images, pricing, and messages.
"Platform" means the Terno cloud-based booking and management system, including all features, documentation, and associated services.
"Services" means the Platform and all features, functionality, and support provided by Terno as described on the website and in the Documentation.
"Subscription" means Merchant's active subscription to the Services under this Agreement, for which Merchant pays the applicable Fees.
"User" means any employee, contractor, or authorized representative of Merchant who accesses the Services on Merchant's behalf.

3. SERVICES & SCOPE

3.1 What Terno Provides

Terno provides a web and mobile-based booking platform that enables Merchants to:

Manage appointment schedules and customer calendars
Accept and confirm customer bookings in real time
Maintain a customer database and client relationship management (CRM)
Receive automated appointment reminders and follow-up notifications via WhatsApp
Accept customer payments via Stripe Connect integration
Synchronize appointments with third-party calendar services (Google Calendar, Outlook, etc.)
Generate reports and performance analytics

The Services include up to 8 hours per calendar day of uptime during business hours (Monday through Friday, 9:00 AM to 5:00 PM ET), excluding planned maintenance and Force Majeure events. Terno is not responsible for uptime beyond this published SLA.

3.2 What Terno Does NOT Provide

Terno is not a payment processor. All customer payments are processed by Stripe, Inc. via Stripe Connect; Terno does not hold, transfer, or control customer funds. Stripe's terms and privacy policy apply to payment processing and fund transfers.
Terno does not employ Customers or verify their identity. Merchant is solely responsible for verifying that Customers are who they claim to be and for fulfilling services as promised.
Terno is not a party to any contract or transaction between Merchant and Customer. Merchant is solely responsible for the quality, legality, and delivery of services provided to Customers.
Terno does not provide accounting, tax, legal, or financial advice. Merchant is solely responsible for calculating taxes, managing employment obligations, and ensuring compliance with all laws.

3.3 Third-Party Services

The Services depend on third-party services including:

Stripe (payment processing)
Supabase (database and hosting, US region)
360dialog (WhatsApp notifications)
Google (calendar sync, Maps integration)
Vercel (hosting)

Terno is not responsible for the performance, availability, security, or conduct of these third-party services. If any third-party service experiences downtime, data loss, or security issues, Terno shall have no liability for resultant losses.

4. ACCOUNT REGISTRATION & SECURITY

4.1 Eligibility

You represent and warrant that:

You are a registered business entity in good standing (sole proprietor, partnership, LLC, corporation, or other legal business form);
You are at least 18 years of age (or the age of majority in your jurisdiction);
You have the authority to enter into this Agreement on behalf of your Business;
Your Business operates legally and in compliance with all applicable federal, state, and local laws in the United States.

4.2 Account Creation

To register for the Services, you must provide accurate, complete, and current information, including:

Your Business name and legal entity structure
Your primary contact name and email address
Your phone number
Your Business address in the United States
Any other information requested during onboarding

You are responsible for maintaining the accuracy of all account information. You must promptly update any information that changes.

4.3 Passwords & Account Security

You are solely responsible for:

Maintaining the confidentiality of your account credentials (email address, password, authentication codes)
Preventing unauthorized access to your account
All activities that occur under your account, whether authorized by you or not

You must immediately notify Terno of any suspected or actual unauthorized access to your account. Terno is not responsible for losses incurred due to your failure to protect your credentials or to report unauthorized access promptly.

5. MERCHANT OBLIGATIONS & ACCEPTABLE USE

5.1 Your Obligations

You agree to:

Use the Services only for lawful, legitimate business purposes in accordance with all applicable federal, state, and local laws
Comply with all applicable regulations including the Fair Debt Collection Practices Act (FDCPA), CAN-SPAM Act, Telephone Consumer Protection Act (TCPA), state consumer protection laws, and employment law
Ensure all Users access the Services only with your explicit authorization
Maintain appropriate confidentiality of Merchant Content
Back up all Merchant Content regularly; Terno is not responsible for loss or corruption of data
Comply with the Digital Millennium Copyright Act (DMCA) and respect intellectual property rights

5.2 Prohibited Conduct

You shall not:

Engage in fraud or any illegal financial activity
Violate payment card industry (PCI) standards or any financial regulations
Misrepresent your Business, services, pricing, or qualifications to Customers
Violate the intellectual property, privacy, or other rights of any third party
Send unsolicited marketing messages, spam, or harassment via the Services in violation of the CAN-SPAM Act or TCPA
Reverse-engineer, decompile, or attempt to discover the source code or trade secrets of the Platform
Use the Services to infringe copyright, trademark, patent, or other intellectual property rights
Attempt to access or interfere with the Systems or data of Terno or other Users
Use the Services in a manner that damages, disables, or impairs the Platform or Services
Circumvent any technical, access, or billing controls
Resell or redistribute the Services or Platform to third parties without Terno's written consent
Use the Services to provide competing booking or appointment management services to other merchants

Violation of any of these prohibitions will result in immediate suspension or termination of your Subscription, without refund, and may expose you to legal liability.

6. FEES & PAYMENT

6.1 Subscription Fees

The Services are provided on a subscription basis. Your monthly or annual subscription Fees are as follows:

Starter Plan: USD 50 per month (or USD 500 per year)
Professional Plan: USD 110 per month (or USD 1,100 per year)
Enterprise Plan: Custom pricing (quoted separately)

Fees are exclusive of any applicable sales tax, use tax, or other government fees, which shall be added to your invoice.

6.2 Billing Cycle

Subscriptions renew automatically on a monthly or annual basis, depending on your selected term
Invoices are issued to your registered email address on or before the renewal date
Payment must be received within 15 days of invoice date
Late payment may result in service suspension after written notice

6.3 Payment Methods

Terno accepts payment via:

Credit card (Visa, Mastercard, American Express)
Bank transfer (US banking details provided on invoice)
Other methods as specified in your Subscription agreement

Payment information is processed securely in compliance with PCI DSS standards.

6.4 No Refunds

Subscription Fees are non-refundable. No refund shall be issued for:

Partial-month or partial-year usage
Canceled Subscriptions
Unused features
Change of mind

Your sole remedy for dissatisfaction with the Services is termination of your Subscription with 30 days' notice.

6.5 Price Changes

Terno reserves the right to change Subscription Fees with 30 days' written notice to your registered email address. If you do not agree to the new Fees, you may terminate your Subscription within the 30-day notice period without penalty. Continued use of the Services after the 30-day notice period constitutes acceptance of the new Fees.

6.6 Stripe Connect for Customer Payments

When Customers pay via the Services, payments are processed by Stripe, Inc. Terno does not receive, hold, or process these funds. Stripe Connect fees (typically 2.9% + transaction fee) apply and are deducted from Customer payments before transfer to your Stripe account. You are responsible for all Stripe fees, settlement schedules, and compliance with Stripe's terms and conditions.

7. COMPLIANCE WITH LAW

7.1 Mutual Compliance Obligation

Each party shall comply with all Laws applicable to its business in performing its obligations or exercising its rights under this Agreement.

7.2 Merchant Compliance Responsibility

Merchant is solely responsible for:

(a) evaluating and configuring the Services to comply with its legal obligations;

(b) understanding and complying with all federal, state, and local tax laws (including income tax, sales tax, and payroll tax), employment laws, licensing requirements, and consumer protection laws applicable to its business;

(c) maintaining compliance with all applicable financial regulations, including PCI DSS standards for payment card data handling, money transmission laws, and any requirements imposed by state financial regulators where Merchant operates.

Terno shall not be held responsible for Merchant's failure to comply with these obligations.

8. DATA & PRIVACY

8.1 Data Collection & Processing

Terno collects and processes Merchant Content (including customer information, appointment details, and Business data) solely to provide the Services. This data is stored in secure cloud databases and is never sold or shared with third parties except as necessary to deliver the Services (e.g., Stripe for payment processing, 360dialog for WhatsApp notifications).

8.2 Privacy Policy

Terno's collection, use, and protection of personal data is governed by our separate Privacy Policy, accessible at [Terno website]. By using the Services, you consent to the practices described in the Privacy Policy.

8.3 Data Processing Agreement

Terno's processing of personal data on Merchant's behalf is governed by the Data Processing Agreement ("DPA"), which is incorporated into this Agreement as Annex A. The DPA sets forth Terno's obligations as a data processor and includes details on security measures, sub-processors, and data subject rights.

8.4 Data Security

Terno implements industry-standard security measures, including:

Encryption in transit (TLS 1.2 or higher)
Encrypted storage of sensitive data
Regular security audits and penetration testing
Access controls and role-based permissions

However, no security system is completely secure. Terno is not responsible for unauthorized access due to factors outside its reasonable control.

9. INTELLECTUAL PROPERTY

9.1 Terno IP

Terno retains all intellectual property rights in the Platform, including all software, code, design, functionality, features, content, and documentation. No part of the Platform may be reproduced, distributed, modified, or used without Terno's prior written consent.

9.2 Merchant IP

Merchant retains all intellectual property rights in Merchant Content. By uploading Merchant Content to the Services, Merchant grants Terno a non-exclusive, royalty-free license to process, store, and display such content solely for the purpose of providing the Services.

9.3 Feedback

If you provide suggestions, feedback, or ideas regarding the Services (collectively, "Feedback"), you grant Terno a perpetual, irrevocable, worldwide, royalty-free license to use, modify, and incorporate such Feedback into the Services without compensation or attribution.

9.4 DMCA & Intellectual Property Infringement

Terno respects intellectual property rights and complies with the Digital Millennium Copyright Act (DMCA). If you believe any content on the Platform infringes your copyright or intellectual property rights, you may submit a DMCA takedown notice to our legal team at legal@terno.io. Terno will investigate and, if valid, remove or disable access to the infringing content. False DMCA notices may result in legal liability.

10. CONFIDENTIALITY

10.1 Confidential Information

Each party agrees to maintain the confidentiality of the other party's proprietary business information, trade secrets, and confidential data, and to use such information only for purposes of performing this Agreement.

10.2 Exceptions

Confidentiality obligations do not apply to information that:

Is publicly available or becomes publicly available through no breach of this Agreement
Was lawfully possessed prior to disclosure
Is independently developed without reference to the disclosing party's information
Is required to be disclosed by law, court order, or governmental authority (with prompt notice to the disclosing party when legally permissible)

11. INDEMNIFICATION

11.1 Indemnification by Merchant

Merchant shall indemnify, defend, and hold harmless Terno, its Affiliates, and their directors, officers, employees, and agents from and against any and all claims, costs, losses, damages, and expenses (including reasonable attorneys' fees) arising from or relating to:

(a) Merchant's breach or violation of this Agreement;

(b) Merchant's violation of applicable law or infringement of third party rights;

(d) Merchant's gross negligence, willful misconduct, or fraud; or

(e) Merchant Content or materials provided by Merchant.

11.2 Limitations on Indemnity

Merchant's indemnification obligations do not apply to Claims arising solely from Terno's gross negligence, fraud, or willful misconduct, or Terno's breach of this Agreement.

11.3 Indemnification Procedures

Merchant shall: (i) promptly notify Terno of any Claim; (ii) grant Terno exclusive control of defense and settlement (provided Terno does not settle in a manner that admits Merchant's liability without consent); and (iii) provide reasonable cooperation at Merchant's expense.

12. DISCLAIMER OF WARRANTIES

12.1 Services Provided "As Is"

The Services are provided on an "AS IS" and "AS AVAILABLE" basis, without any warranties, conditions, or representations of any kind, either express or implied. Terno expressly disclaims all warranties, including:

Any warranty of merchantability, fitness for a particular purpose, or non-infringement
Any warranty that the Services will meet your requirements or expectations
Any warranty that the Services will be error-free, uninterrupted, or secure
Any warranty regarding the performance or reliability of third-party services (Stripe, 360dialog, Google, etc.)

12.2 No Uptime Guarantee

While Terno aims to maintain the published SLA (8 hours per calendar day of uptime during business hours), Terno makes no guarantee of uptime and is not responsible for:

Unplanned downtime
Data loss
Service interruptions due to third-party providers, internet connectivity issues, or Force Majeure
Lost bookings, missed appointments, or Customer complaints resulting from platform unavailability

13. LIMITATION OF LIABILITY

13.1 Cap on Liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW:

(a) Neither party's total aggregate liability for damages and Losses for all claims arising out of or relating to this Agreement shall exceed the total subscription Fees paid by Merchant to Terno during the twelve (12) month period immediately preceding the event giving rise to liability, or Two Hundred Fifty US Dollars (USD 250), whichever is greater.

(b) IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING LOST PROFITS, LOSS OF DATA, OR LOSS OF GOODWILL, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

(c) The limitations in this Section 13 shall not apply to: (i) either party's indemnification obligations; (ii) Merchant's payment obligations; (iii) either party's intellectual property infringement claims; or (iv) any liabilities that cannot be limited under applicable law.

13.2 Mitigation

By using the Services, you acknowledge that Terno's liability is limited in consideration of the Fees paid. If this limitation is unacceptable, your sole remedy is to terminate the Agreement.

13.3 Class Action Waiver

YOU AND TERNO AGREE THAT EACH PARTY MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR ITS INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS ACTION, COLLECTIVE ACTION, REPRESENTATIVE PROCEEDING, OR PRIVATE ATTORNEY GENERAL ACTION. YOU ACKNOWLEDGE THAT YOU ARE WAIVING YOUR RIGHT TO PARTICIPATE IN A CLASS ACTION OR REPRESENTATIVE PROCEEDING AGAINST TERNO.

14. TERM & TERMINATION

14.1 Initial Term

This Agreement commences on the Effective Date and continues for an initial term of one (1) month (if on a monthly plan) or one (1) year (if on an annual plan), unless earlier terminated as provided herein.

14.2 Renewal

Your Subscription shall automatically renew for successive terms of the same duration (monthly or annual) unless either party provides written notice of non-renewal at least 30 days before the end of the then-current term.

14.3 Termination for Convenience

Either party may terminate this Agreement for any reason with 30 days' written notice to the other party. Termination does not release Merchant from any outstanding payment obligations.

14.4 Termination for Cause

Terno may suspend or terminate this Agreement immediately upon written notice if:

Merchant breaches any material term of this Agreement and fails to cure the breach within 15 days of written notice;
Merchant engages in fraud, illegal activity, or violates applicable law;
Merchant's use of the Services violates third-party rights or is defamatory, obscene, or harmful;
Merchant fails to pay Fees within 30 days of the due date.

Immediate termination for cause shall not entitle Merchant to any refund of prepaid Fees.

14.5 Data Export & Deletion

Upon termination or expiration of this Agreement:

Merchant may export all Merchant Content within 30 days of termination ("Transition Period")
After the Transition Period, Terno shall delete all Merchant Content and personally identifiable information (PII) within 30 days, unless required by law to retain it
After deletion, Terno has no obligation to retain, retrieve, or restore any deleted data

14.6 Surviving Obligations

The following provisions survive termination: Sections 2 (Definitions), 7 (Compliance with Law), 9 (Intellectual Property), 10 (Confidentiality), 11 (Indemnification), 12 (Disclaimer of Warranties), 13 (Limitation of Liability), and 15 (Governing Law & Dispute Resolution).

15. GOVERNING LAW & DISPUTE RESOLUTION

15.1 Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware, without regard to conflicts of law principles. The application of the UN Convention on Contracts for the International Sale of Goods is excluded.

15.2 Jurisdiction and Dispute Resolution

Any dispute arising out of or relating to this Agreement shall be resolved through binding arbitration under the American Arbitration Association (AAA) Commercial Arbitration Rules, seated in Wilmington, Delaware, with one arbitrator unless the claim exceeds USD 100,000, in which case three arbitrators shall be appointed.

15.3 Arbitration Procedures

Informal Resolution: The parties shall first attempt to resolve disputes through good faith negotiation for 30 days before initiating arbitration.
Arbitration: If negotiation fails, either party may submit the dispute to arbitration by providing written notice to the other party and the AAA.
Costs: Each party shall bear its own attorneys' fees and costs, except that the prevailing party may recover reasonable attorneys' fees and arbitration costs from the other party.
Exceptions: Notwithstanding the foregoing, either party may seek injunctive or equitable relief in a court of competent jurisdiction to prevent irreparable harm, including violations of intellectual property rights.

16. GENERAL PROVISIONS

16.1 Entire Agreement

This Agreement, together with the Privacy Policy, the Data Processing Agreement (Annex A), and any related documents referenced herein, constitutes the entire agreement between the parties regarding the Services and supersedes all prior negotiations, understandings, and agreements.

16.2 Amendments

Terno may update or modify this Agreement at any time with 30 days' written notice to your registered email address. Your continued use of the Services after the 30-day notice period constitutes acceptance of the updated terms. If you do not agree to the updates, you may terminate the Agreement during the notice period.

16.3 Severability

If any provision of this Agreement is held invalid, illegal, or unenforceable by a court of competent jurisdiction, such provision shall be modified to the minimum extent necessary to make it enforceable, or if not possible, severed. All other provisions shall remain in full force and effect.

16.4 Waiver

No waiver of any provision or breach of this Agreement shall be effective unless in writing and signed by the waiving party. A waiver of any breach does not constitute a waiver of any subsequent breach.

16.5 Assignment

Merchant may not assign this Agreement or any rights hereunder without Terno's prior written consent. Any unauthorized assignment is void. Terno may assign this Agreement to an Affiliate or to a third party acquiring all or substantially all of Terno's business, without your consent.

16.6 Notices

All notices under this Agreement must be in writing and shall be effective when:

Delivered personally
Sent by email to the email address registered with your account (for notices to Merchant) or to Terno's legal team (for notices to Terno)
Sent by registered mail to the Business address on file

16.7 Language

This Agreement is executed in the English language, which is the authoritative and binding version for all purposes.

16.8 Independent Contractors

Nothing in this Agreement creates a partnership, joint venture, agency, or employment relationship between the parties. Each party is an independent contractor.

SIGNATURE BLOCK

By clicking "I Accept," registering for an account, or using the Services, you acknowledge that you have read, understood, and agree to be bound by all terms and conditions of this Agreement.

Terno Inc.
Delaware, United States
Email: legal@terno.io

Last Updated: 19 April 2026