Terms and Conditions
These Terms of Service ("Terms") form a binding agreement between you and Churn Technologies FZCO, a free-zone company registered in Dubai, United Arab Emirates ("Churn", "we", "us", or "our"), and govern your access to and use of the Churn.io website, applications, embed scripts, APIs, and related services (collectively, the "Service"). Please read these Terms carefully. By creating an account or using the Service, you agree to be bound by them.
1. Acceptance of the Terms and Who May Use the Service
1.1. By accessing or using the Service, clicking to accept these Terms, creating an account, or otherwise indicating your agreement, you accept these Terms and agree to comply with them. If you do not agree, you must not access or use the Service.
1.2. You may use the Service only if you can form a legally binding contract with us, and only in compliance with these Terms and all applicable laws. The Service is intended for businesses and is not directed to consumers or to individuals acting for personal, family, or household purposes.
1.3. If you are entering into these Terms on behalf of a company, organization, or other legal entity (a "Customer"), you represent and warrant that you have the authority to bind that entity to these Terms. In that case, "you" and "your" refer to that entity and to the individuals you authorize to use the Service.
1.4. You must be at least 18 years of age (or the age of majority in your jurisdiction, if higher) to use the Service.
1.5. We may, from time to time, publish additional policies, guidelines, or terms that apply to specific features. Where referenced in or linked from these Terms (including our Privacy Policy and any Data Processing Addendum), those documents are incorporated into and form part of these Terms.
2. Definitions
In these Terms, the following capitalized words have the meanings set out below:
- "Account" means the account you create to access and use the Service.
- "Authorized User" means an individual you permit to access the Service under your Account, including team members with assigned roles.
- "Billing Provider" means a third-party billing or payment platform (such as Stripe, and, where supported, Chargebee, Recurly, Braintree, Adyen, or Mollie) that you connect to the Service so that the Service can read and modify your subscriptions on your instruction.
- "Cancellation Flow" means a configurable experience (delivered as an embedded widget and/or a hosted cancel page) that intercepts an End Subscriber's cancellation, presents a survey and save offers, and may execute cancellations, offers, or webhooks.
- "Customer Content" means data, text, configurations, branding, and other materials that you or your Authorized Users submit to, store in, or generate through the Service, excluding End-Subscriber Data.
- "End Subscriber" means a subscriber or customer of yours whose cancellation, subscription, or related data is processed through a Cancellation Flow.
- "End-Subscriber Data" means personal and transactional data relating to your End Subscribers that the Service processes on your behalf, such as subscriber email, plan, MRR/subscription value, Billing Provider subscription and customer identifiers, cancellation reasons, survey answers, offers accepted or declined, and session events.
- "Pro Plan" means a paid subscription tier to the Service.
- "Subscription" means your subscription to the Service under a Free Plan or Pro Plan.
3. Description of the Service
3.1. Churn.io is churn-reduction software for SaaS and subscription businesses. The Service enables you to build and deploy Cancellation Flows that intercept End-Subscriber cancellations, ask why a subscriber is leaving, and present save offers such as discounts, pauses, free months, trial extensions, plan changes, or custom offers.
3.2. When an End Subscriber accepts an offer, the Service applies it through your connected Billing Provider on your instruction. The Service can also execute cancellations (immediately or at the end of a billing period), deliver webhooks, run A/B tests between flows, and provide an analytics dashboard reporting metrics such as save rate, revenue saved, cancellation reasons, and session outcomes.
3.3. The Service includes additional capabilities such as custom branding, hosted cancel pages (on a Churn.io URL or your own custom domain), an embeddable widget script (widget.js), team accounts with role-based access, and an API.
3.4. The Service operates on your instructions and configurations. We do not control the offers you choose to present, the cancellation behaviors you configure, or the content of your communications with your End Subscribers. You are solely responsible for the design, content, and lawful operation of your Cancellation Flows.
3.5. We may add, change, or remove features over time. Some features may be offered as "beta", "preview", "coming soon", or otherwise pre-release (see Section 16).
4. Account Registration, Eligibility, and Security
4.1. Registration. To use the Service you must register an Account using a valid email address and password and provide accurate, current, and complete information. You agree to keep your Account information up to date.
4.2. Eligibility. By registering, you represent that the information you provide is accurate and that you meet the eligibility requirements in Section 1.
4.3. Account security. You are responsible for safeguarding your login credentials and for all activity that occurs under your Account, whether or not authorized by you. You agree to use reasonable measures to protect your credentials, to enable available security features, and to notify us promptly at support@churn.io if you suspect any unauthorized access to or use of your Account.
4.4. Single-session login. For security, the Service enforces single-session authentication: signing in establishes a new session and invalidates previously issued sessions, so logging in on a new device or browser may sign you out elsewhere. Authentication is managed using secure, HttpOnly session cookies (an access token and a refresh token). You should sign out of shared or public devices.
4.5. Authorized Users and roles. You may invite Authorized Users to your Account and assign them roles and permissions. You are responsible for your Authorized Users' compliance with these Terms and for the acts and omissions of anyone who accesses the Service through your Account. Different roles may have different levels of access, including to billing functions.
4.6. Accurate billing information. You must provide and maintain accurate billing and contact information for your Account, including for the purposes described in Section 5.
5. Plans, Subscriptions, and Billing
5.1. Plans. The Service is offered on a free plan ("Free Plan") and one or more paid plans (the "Pro Plan"). The features, limits, and pricing of each plan are described at sign-up or on our website and may change over time as permitted by these Terms.
5.2. Usage- and churn-volume-based pricing. Pro Plan pricing is determined in part by your monthly churn volume (the volume of cancellation activity or related usage measured by the Service). Your fees may therefore vary based on measured usage. We may meter, recompute, and reconcile your usage periodically. You authorize us to determine applicable fees based on the usage measured by the Service, and where your usage exceeds the limits of your current plan, to apply the corresponding charges or, where applicable and pre-disclosed, to adjust your plan accordingly.
5.3. Billing cycle. The Pro Plan may be billed monthly or annually, depending on the billing interval you select. Fees for each billing period are charged in advance unless otherwise stated, and usage-based charges may be calculated and billed in arrears or reconciled at the next billing cycle.
5.4. Payment processing via Stripe. Paid Subscriptions are processed through Stripe. By providing a payment method, you authorize us and our payment processor to charge that payment method for all fees due under your Subscription, including recurring and usage-based charges and applicable taxes. We store limited billing information such as a Stripe customer identifier, card brand and last four digits, billing address, and invoice metadata; we do not store full payment card numbers.
5.5. Auto-renewal. Paid Subscriptions automatically renew at the end of each billing period for a further period of the same length, at the then-current fees, unless you cancel or change your Subscription before the renewal date, or unless either party terminates as permitted by these Terms. By subscribing, you authorize these recurring charges.
5.6. Upgrades, downgrades, and scheduled changes. You may upgrade or downgrade your plan, or change your billing interval, subject to the options made available in the Service. Upgrades may take effect immediately, in which case adjusted charges may apply. Downgrades and certain other changes may be scheduled to take effect at the end of your current billing period. Where a change is scheduled, your existing plan and fees continue to apply until the scheduled change takes effect, and you may be able to cancel a pending scheduled change before it takes effect.
5.7. Price changes. We may change our fees, pricing structure, plan limits, or usage-based pricing from time to time. For changes that increase the recurring fees applicable to your Subscription, we will provide reasonable advance notice (for example, by email or in-app notice). Price changes take effect at the start of your next billing period after the notice period, unless stated otherwise. Your continued use of the Service after a price change takes effect constitutes acceptance of the new fees; if you do not agree, you may cancel before the change takes effect.
5.8. Taxes. Fees are exclusive of taxes. You are responsible for all applicable sales, use, value-added, goods-and-services, withholding, and similar taxes, duties, and government charges (excluding taxes on our net income). If we are required to collect or pay such taxes, they will be added to your invoice or charged to your payment method. If you are exempt, you must provide valid exemption documentation.
5.9. Currency and invoices. All fees are stated and payable in the currency presented at checkout. Invoices and related metadata are made available through your Account.
6. Payment, Failed Payments, Cancellation, and Downgrade
6.1. Payment authorization. You authorize us and our payment processor to charge your payment method on file for all amounts due. You are responsible for keeping a valid payment method on file for any paid Subscription.
6.2. Failed payments. If a charge fails or a payment is declined, we may retry the charge, notify you, and request that you update your payment information. If payment remains unsuccessful, we may suspend or downgrade your paid Subscription, limit your access to paid features, or, after a failed-payment period, move your Account to the Free Plan or terminate your paid Subscription. You remain responsible for amounts that accrued before any suspension, downgrade, or termination.
6.3. Cancellation by you. You may cancel your paid Subscription at any time through the Service. Unless otherwise stated, cancellation takes effect at the end of your then-current billing period, and you will retain access to paid features until the end of that period. You may also be able to cancel a pending scheduled change as described in Section 5.6.
6.4. Effect of downgrade or cancellation on your flows. Certain features and capacity are available only on paid plans. If your Account is downgraded to the Free Plan (whether voluntarily, due to a failed payment, or otherwise), some of your Cancellation Flows may be automatically paused so that your usage conforms to the Free Plan's limits. Paused flows stop intercepting cancellations and presenting offers until they are reactivated. If you later reactivate a qualifying paid plan, flows that were paused as part of that downgrade may be restored, subject to the limitations and conditions of the Service. We are not liable for offers not presented, cancellations not intercepted, revenue not saved, or other outcomes resulting from flows being paused following a downgrade or failed payment.
6.5. No obligation to retain data after termination. Following cancellation or termination, our retention and deletion practices in Section 20.6 apply.
7. Refunds
7.1. Except where required by applicable law, all fees are non-refundable, and payments are not pro-rated upon cancellation, downgrade, or termination. This includes fees for partial billing periods, unused capacity, and periods during which you did not use the Service.
7.2. We may, at our sole discretion, issue a refund, credit, or other accommodation in particular cases, but doing so does not obligate us to provide the same in the future.
7.3. Annual plan fees are charged in advance for the full annual term and are non-refundable except where required by law or expressly stated otherwise.
8. Customer Responsibilities for Billing Integrations and Cancellation Flows
8.1. Lawful use. You are solely responsible for ensuring that your configuration and operation of the Service, your Cancellation Flows, your offers, and your cancellation behaviors comply with all laws and regulations that apply to you and to your End Subscribers, including consumer-protection, subscription, auto-renewal, marketing, e-commerce, and data-protection laws.
8.2. Connecting a Billing Provider. When you connect a Billing Provider, you authorize the Service to read and modify your subscriptions on your instruction (for example, to apply offers or execute cancellations). You represent and warrant that you have the right and authority to connect that Billing Provider account and to permit the Service to take the actions you configure. You are responsible for the accuracy of the actions you instruct the Service to perform and for the configuration of your flows, offers, cancellation timing, and webhooks.
8.3. Required notices and consents. You are responsible for providing your End Subscribers with all legally required notices and for obtaining and maintaining all consents, permissions, and lawful bases necessary for the Service to process End-Subscriber Data and to perform the actions you configure, including for surveys, offers, cancellations, communications, and any cookies or tracking used in connection with your Cancellation Flows.
8.4. Controller and processor roles. As between you and us, with respect to End-Subscriber Data, you are the data controller (or equivalent) and we act as a data processor (or service provider) processing such data on your behalf and on your documented instructions. Our processing of End-Subscriber Data is governed by our Privacy Policy and, where applicable, a Data Processing Addendum ("DPA"), which is incorporated into these Terms. You instruct us to process End-Subscriber Data as necessary to provide the Service and as configured by you.
8.5. Your representations regarding End-Subscriber Data. You represent and warrant that you have provided all required notices, obtained all required consents and authorizations, and have a valid lawful basis to collect, use, and disclose End-Subscriber Data and to instruct us to process it. You will not instruct us to process End-Subscriber Data in any way that would cause us to violate applicable law.
8.6. Accuracy and outcomes. You acknowledge that actions taken through connected Billing Providers (such as discounts, pauses, plan changes, and cancellations) directly affect live subscriptions and revenue. You are responsible for reviewing and testing your flows. We are not responsible for the financial or other consequences of actions executed in accordance with your configurations and instructions.
9. Acceptable Use and Prohibited Conduct
9.1. You agree not to, and not to permit any Authorized User or third party to:
(a) use the Service in violation of any applicable law, regulation, or third-party right;
(b) use the Service to deceive, defraud, or mislead End Subscribers, including by configuring offers, cancellation flows, or "dark patterns" that unlawfully obstruct or discourage cancellation in violation of applicable consumer-protection law;
(c) upload, transmit, or process any content or data that is unlawful, infringing, defamatory, or that you do not have the right to process;
(d) interfere with, disrupt, overload, or attempt to gain unauthorized access to the Service, its infrastructure, or other users' accounts or data;
(e) reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code of the Service, except to the extent such restriction is prohibited by applicable law;
(f) copy, modify, distribute, sell, resell, sublicense, rent, or lease the Service, or use it to build a competing product or service;
(g) circumvent or attempt to circumvent any usage limits, metering, access controls, rate limits, or security measures;
(h) use the Service to transmit malware, conduct security scans without authorization, or engage in any activity that compromises the integrity or security of the Service;
(i) use any automated means to access the Service in a manner that exceeds the limits of your plan or that we have not authorized; or
(j) use the Service to send unsolicited or unlawful communications, or in connection with any high-risk or prohibited activity for which the Service is not designed.
9.2. We may investigate suspected violations and may suspend or terminate access in accordance with Section 20. You will cooperate with reasonable requests in connection with any investigation.
10. Customer Content and End-Subscriber Data Ownership
10.1. Your ownership. As between you and us, you (or your licensors, or your End Subscribers, as applicable) retain all right, title, and interest in and to Customer Content and End-Subscriber Data. We do not claim ownership of your Customer Content or End-Subscriber Data.
10.2. License to us. You grant us a worldwide, non-exclusive, royalty-free license to host, copy, transmit, process, display, and otherwise use Customer Content and End-Subscriber Data solely as necessary to provide, maintain, secure, and improve the Service, to perform the actions you instruct, and to comply with applicable law. This license is limited to the purposes described in these Terms and, with respect to End-Subscriber Data, is subject to Section 8 and our Privacy Policy and DPA.
10.3. Aggregated and de-identified data. We may generate and use aggregated, anonymized, or de-identified data derived from use of the Service (which does not identify you or any individual) for purposes such as operating, analyzing, benchmarking, and improving the Service. We will not disclose such data in a manner that identifies you or any End Subscriber.
10.4. Your responsibility. You are responsible for the accuracy, quality, and legality of Customer Content and End-Subscriber Data, for the means by which you acquired it, and for your use of the Service in respect of it.
11. Third-Party Services and Billing-Provider Integrations
11.1. The Service integrates with and depends on third-party services, including payment and billing platforms (such as Stripe), cloud hosting and infrastructure, transactional email delivery, in-app support messaging, error monitoring, and analytics providers. Your use of such third-party services may be subject to those providers' own terms and policies.
11.2. We do not control and are not responsible for third-party services, including their availability, performance, security, accuracy, or actions. When you connect a Billing Provider, the Service interacts with it on your behalf, but the Billing Provider remains a separate service operated by a third party under its own agreement with you. We are not responsible for any act or omission of a Billing Provider, for any disruption, error, fee, or change to a Billing Provider, or for any consequence of an action executed through a Billing Provider in accordance with your instructions.
11.3. If a third-party service changes, becomes unavailable, or ceases to interoperate with the Service, certain features may be limited or unavailable, and we are not liable for any resulting limitation.
12. Intellectual Property, License Grant, and Feedback
12.1. Our ownership. The Service, including all software, code, the widget.js embed, APIs, designs, text, graphics, and the Churn.io and Churn names, logos, and brand features, and all related intellectual property rights, are and remain the exclusive property of Churn and its licensors. Except for the limited license granted below, no rights are granted to you.
12.2. License to you. Subject to your compliance with these Terms and payment of applicable fees, we grant you a limited, non-exclusive, non-transferable, non-sublicensable, revocable license to access and use the Service, and to embed and use the widget.js script and APIs as documented, solely for your internal business purposes during the term of your Subscription.
12.3. Restrictions. The license in Section 12.2 is subject to the restrictions in Section 9 and to any usage limits applicable to your plan.
12.4. Feedback. If you provide us with suggestions, ideas, or other feedback about the Service ("Feedback"), you grant us a perpetual, irrevocable, worldwide, royalty-free license to use and incorporate the Feedback into the Service and our business without any obligation or compensation to you.
13. Confidentiality
13.1. "Confidential Information" means non-public information disclosed by one party ("Disclosing Party") to the other ("Receiving Party") that is designated as confidential or that should reasonably be understood to be confidential given its nature and the circumstances of disclosure, including non-public features, pricing, and technical information.
13.2. The Receiving Party will: (a) use the Disclosing Party's Confidential Information only to perform under these Terms; (b) protect it using at least the same degree of care it uses for its own confidential information (and no less than reasonable care); and (c) not disclose it to third parties except to its personnel and contractors who need to know it and who are bound by confidentiality obligations.
13.3. Confidential Information does not include information that is or becomes public through no fault of the Receiving Party, was rightfully known without restriction before disclosure, is rightfully obtained from a third party without restriction, or is independently developed without use of the Confidential Information.
13.4. The Receiving Party may disclose Confidential Information if required by law or legal process, provided that, where permitted, it gives reasonable prior notice to the Disclosing Party.
13.5. This Section does not limit either party's rights or obligations regarding personal data, which are governed by Section 8, the Privacy Policy, and the DPA.
14. Service Availability, Maintenance, and Modifications
14.1. We aim to make the Service available on a continuous basis but do not guarantee uninterrupted or error-free operation. The Service may be unavailable from time to time due to maintenance, updates, failures, or factors beyond our reasonable control.
14.2. We may perform scheduled or emergency maintenance and will use reasonable efforts to limit disruption. We may modify, enhance, or discontinue features or functionality of the Service from time to time. We will use reasonable efforts to notify you of material adverse changes to core functionality.
14.3. We do not provide a separate uptime or service-level commitment under these Terms unless we agree to one in a separate written agreement.
15. Privacy and Data Protection
15.1. Our collection and use of personal data in connection with the Service is described in our Privacy Policy, which is incorporated into these Terms. With respect to End-Subscriber Data processed on your behalf, the DPA (where applicable) governs the parties' respective roles and obligations as described in Section 8.
15.2. You are responsible for complying with all data-protection and privacy laws applicable to you, including providing required notices to and obtaining required consents from your End Subscribers.
16. Beta and "Coming Soon" Features
16.1. We may make features available on a beta, preview, trial, early-access, or "coming soon" basis ("Beta Features"). Beta Features are provided "as is" and "as available", may be incomplete, may change or be withdrawn at any time, and are not subject to any service-level or support commitments.
16.2. References to planned integrations or features (such as additional Billing Providers) describe our current intentions only and do not create any obligation to deliver any feature on any timeline or at all. You should not rely on Beta Features or planned features for production-critical purposes.
17. Warranties and Disclaimers
17.1. Each party represents that it has the authority to enter into these Terms.
17.2. EXCEPT AS EXPRESSLY STATED IN THESE TERMS, THE SERVICE AND ALL RELATED MATERIALS ARE PROVIDED "AS IS" AND "AS AVAILABLE", WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, OR STATUTORY. TO THE MAXIMUM EXTENT PERMITTED BY LAW, WE DISCLAIM ALL IMPLIED WARRANTIES, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT.
17.3. We do not warrant that the Service will be uninterrupted, secure, or error-free, that defects will be corrected, that the Service will meet your requirements, or that any particular results (such as reduced churn, retained subscribers, or revenue saved) will be achieved. Analytics, metrics, and estimates provided by the Service are for informational purposes and may be approximate.
17.4. We are not responsible for outcomes resulting from your configurations, your offers, your cancellation behaviors, or actions executed through connected Billing Providers on your instruction.
17.5. Some jurisdictions do not allow the exclusion of certain warranties, so some of the above exclusions may not apply to you to the extent prohibited by applicable law.
18. Limitation of Liability
18.1. TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER PARTY WILL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR ANY LOSS OF PROFITS, REVENUE, GOODWILL, BUSINESS, OR DATA, OR FOR REVENUE NOT SAVED OR SUBSCRIBERS NOT RETAINED, ARISING OUT OF OR RELATING TO THESE TERMS OR THE SERVICE, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND EVEN IF A REMEDY FAILS OF ITS ESSENTIAL PURPOSE.
18.2. TO THE MAXIMUM EXTENT PERMITTED BY LAW, OUR TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THESE TERMS OR THE SERVICE WILL NOT EXCEED THE TOTAL AMOUNT YOU ACTUALLY PAID TO US FOR THE SERVICE DURING THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE LIABILITY.
18.3. The limitations and exclusions in this Section apply to all claims, whether based in contract, tort (including negligence), strict liability, or any other theory, and apply to the maximum extent permitted by law. Nothing in these Terms excludes or limits liability that cannot be excluded or limited under applicable law.
18.4. The parties agree that the limitations in this Section are a fundamental basis of the bargain and reflect a reasonable allocation of risk given the fees charged for the Service.
19. Indemnification
19.1. You will defend, indemnify, and hold harmless Churn and its affiliates, and their respective officers, directors, employees, and agents, from and against any third-party claims, demands, actions, damages, losses, liabilities, costs, and expenses (including reasonable legal fees) arising out of or relating to: (a) your or your Authorized Users' use of the Service; (b) your Customer Content or End-Subscriber Data, including your collection, use, or disclosure of it and your instructions to process it; (c) your Cancellation Flows, offers, or cancellation behaviors and their effect on your End Subscribers; (d) your breach of these Terms or violation of any law or third-party right; or (e) any dispute between you and an End Subscriber or a Billing Provider.
19.2. We will promptly notify you of any claim subject to indemnification, give you reasonable control of the defense and settlement (provided that any settlement that imposes obligations on us requires our consent, not to be unreasonably withheld), and reasonably cooperate with you at your expense.
20. Term, Suspension, and Termination
20.1. Term. These Terms apply from when you first access the Service and continue until your Account is terminated or your Subscription ends as provided here.
20.2. Termination by you. You may stop using the Service and terminate these Terms at any time by canceling your Subscription and, if you wish, closing your Account. Cancellation and downgrade effects are described in Sections 6 and 20.
20.3. Suspension. We may suspend or limit your access to the Service, in whole or in part, with or without notice, if: (a) we reasonably believe you have violated these Terms (including Section 9); (b) your payment is overdue or fails; (c) your use poses a security, legal, or operational risk to the Service, to us, or to others; or (d) we are required to do so by law. We will use reasonable efforts to notify you and to limit the scope and duration of any suspension where practicable.
20.4. Termination by us. We may terminate these Terms or your Account: (a) for material breach that is not cured within a reasonable period after notice (or immediately for breaches not capable of cure); (b) for non-payment; (c) if required by law; or (d) on reasonable notice if we cease to provide the Service generally.
20.5. Effect of termination. On termination or expiration: (a) your right to access and use the Service ends; (b) any licenses granted to you terminate; (c) you must cease all use of the Service, including the widget.js embed and APIs; and (d) any fees accrued before termination remain due and payable.
20.6. Data after termination. Following termination, we will handle your Customer Content and End-Subscriber Data in accordance with our retention and deletion practices described in our Privacy Policy and any applicable DPA. After a reasonable wind-down period, we may delete or de-identify such data, except where retention is required by law or for legitimate purposes such as backups, security, dispute resolution, and enforcement of these Terms. You are responsible for exporting or retrieving any data you wish to keep before termination becomes effective. We use a soft-deletion model for certain records, after which data may be permanently removed in the ordinary course.
20.7. Survival. Sections that by their nature should survive termination (including Definitions, ownership, confidentiality, disclaimers, limitation of liability, indemnification, governing law, and general provisions) will survive.
21. Governing Law and Dispute Resolution
21.1. Governing law. These Terms and any dispute or claim arising out of or relating to them or the Service (including non-contractual disputes) are governed by the laws of the Emirate of Dubai and the federal laws of the United Arab Emirates applicable therein, without regard to conflict-of-laws principles.
21.2. Jurisdiction. Subject to Section 21.3, the courts of the Dubai International Financial Centre (DIFC) and/or the competent courts of Dubai, United Arab Emirates, will have exclusive jurisdiction over any dispute arising out of or relating to these Terms or the Service, and each party irrevocably submits to that jurisdiction.
21.3. Informal resolution. Before commencing formal proceedings, the parties will use good-faith efforts to resolve any dispute informally by contacting us at support@churn.io and attempting to negotiate a resolution for at least thirty (30) days.
21.4. Injunctive relief. Nothing in this Section prevents either party from seeking injunctive or equitable relief in a court of competent jurisdiction to protect its intellectual property or Confidential Information.
22. Changes to These Terms
22.1. We may update these Terms from time to time. If we make material changes, we will provide reasonable notice by posting the updated Terms with a revised "Last updated" date and, where appropriate, by email or in-app notice.
22.2. Changes take effect on the date stated in the notice or, if no date is stated, when posted. Your continued use of the Service after the changes take effect constitutes acceptance of the updated Terms. If you do not agree to the updated Terms, you must stop using the Service and may cancel your Subscription.
23. General Provisions
23.1. Notices. We may provide notices to you by email to the address associated with your Account, by posting in the Service, or by other reasonable means. You may provide notices to us at support@churn.io. Notices are deemed received when sent (for email and in-app) or when actually received (for other methods).
23.2. Entire agreement. These Terms, together with the Privacy Policy, any DPA, and any order or plan terms you accept, constitute the entire agreement between you and us regarding the Service and supersede all prior or contemporaneous agreements and understandings on the subject.
23.3. Severability. If any provision of these Terms is held invalid or unenforceable, that provision will be limited or eliminated to the minimum extent necessary, and the remaining provisions will remain in full force and effect.
23.4. Waiver. A party's failure to enforce any provision is not a waiver of its right to do so later. Any waiver must be in writing to be effective.
23.5. Assignment. You may not assign or transfer these Terms or any rights or obligations under them without our prior written consent. We may assign these Terms to an affiliate or in connection with a merger, acquisition, reorganization, or sale of all or substantially all of our assets. Any attempted assignment in violation of this Section is void. These Terms bind and benefit the parties and their permitted successors and assigns.
23.6. Force majeure. Neither party is liable for any delay or failure to perform (other than payment obligations) resulting from causes beyond its reasonable control, including acts of God, natural disasters, war, terrorism, civil unrest, labor disputes, governmental action, internet or utility failures, third-party service failures, and pandemics.
23.7. Relationship of the parties. The parties are independent contractors. These Terms do not create any partnership, joint venture, agency, employment, or fiduciary relationship.
23.8. No third-party beneficiaries. Except as expressly stated, these Terms do not confer any rights on any third party.
23.9. Export and sanctions compliance. You represent that you are not located in, and will not use the Service in or for the benefit of, any country or party subject to applicable sanctions or export-control restrictions, and that you will comply with all applicable export-control and sanctions laws.
23.10. Headings. Section headings are for convenience only and do not affect interpretation.
24. Contact
If you have questions about these Terms or the Service, please contact us:
Churn Technologies FZCO
Dubai, United Arab Emirates
Email: support@churn.io