Terms of service

Introduction

Welcome and thank you for your interest in Goshii! These Terms of Service (this “Agreement” or these “Terms”) describe the terms and conditions applicable to your access to and use of https://goshii.com/, including all webpages, landing pages, any other pages, features, or content that link to, reference, or are operated in connection with the foregoing domain or the Goshii branding, whether hosted directly by the Company or by a third party on the Company’s behalf and whether or not through mobile (including the Goshii mobile application), desktop, laptop, tablet, browser or any other access platform (collectively, the “Platform”). The Platform also includes any user account features, subscriptions, and any offerings, products, services, content, communications, promotions, marketing programs and features relating to the Platform. The Platform is made available by City Technologies, Inc., a Delaware corporation (the “Company,” “Goshii,” “we,” “us,” or “our”).

PLEASE READ THESE TERMS AND CONDITIONS OF USE CAREFULLY AS THEY CONTAIN IMPORTANT INFORMATION REGARDING YOUR LEGAL RIGHTS, REMEDIES AND OBLIGATIONS BY ACCESSING THE PLATFORM.

These Terms of Service (this “Agreement” or these”Terms”) form a binding agreement between you as a user (“you” or “your”) and us and shall be the equivalent of a written paper agreement between you and us. The effective date of this Agreement is when you accept or are deemed to accept this Agreement as discussed below.

NOTE: THESE TERMS CONTAIN A BINDING ARBITRATION PROVISION WITH A CLASS ACTION WAIVER AND A WAIVER OF THE RIGHT TO A JURY. PLEASE REVIEW SECTION 27 BELOW BEFORE ACCESSING THE PLATFORM.

Subject to applicable law, we reserve the right to make modifications to these Terms at any time and for any reason. Please check these Terms regularly to ensure you are aware of any modifications made by us. By continuing to access the Platform after those revisions become effective, you agree to be bound by the revised Terms. If you do not agree to these Terms of Service, you must immediately stop using the Platform.

Services

. The Platform serves two categories of users: (a) businesses, venues, and other commercial entities that subscribe to or use the Platform to manage customer engagement, marketing, and related operations ("Merchants"); and (b) individuals who interact with the Platform as customers, recipients of communications, or end users of Merchant-facing experiences ("Customers"). Certain provisions herein may apply only to Merchants or Customers, but references to "you" or "your" in these Terms apply to you in all capacities in which you access or use the Platform.

The Platform includes the following:

For Merchants: (i) operating and maintaining the Platform and related software-as-a-service ("SaaS") functionality, including artificial intelligence-powered customer engagement, retention and marketing automation, campaign management, messaging (including SMS, MMS, and email), analytics dashboards, customer segmentation, and related tools and features; and (ii) providing managed service offerings pursuant to which the Company operates marketing, customer recovery, customer inquiry handling, and related campaigns on a Merchant's behalf.

For Customers: (i) facilitating communications between Customers and Merchants, including promotional messages, transactional notifications, event announcements, and inquiry responses; and (ii) providing features that enable Customers to discover, interact with, and receive offers from Merchants through the Platform.

Third-Party Integrations: We also integrate services and data from third-party platforms and providers to support the features on our Platform, such as point-of-sale systems ("POS"), reservation platforms, payment processors, analytics providers, messaging providers, customer support tools, marketing and advertising platforms and campaign management and audience targeting tools (collectively, "Marketing Tools"), and artificial intelligence tools, models, and platforms, including large language models and AI-powered automation services (collectively, "AI Tools", and, together with POS, Marketing Tools, and all other third-party platforms and providers referenced herein, "Third-Party Services"). You acknowledge and consent to our discretion in modifying, updating, replacing, or discontinuing any Third-Party Services in connection with our Platform, including as a result of changes in pricing, availability, functionality, or the terms imposed by third-party providers. Please be aware that the availability and functionality of Third-Party Services are governed by their respective terms of use and policies, and may change at any time without notice.

Automated Systems and Artificial Intelligence

The Platform utilizes certain automated systems and communication features that are powered by artificial intelligence and machine learning. By using our Platform, you acknowledge and agree to the following:

For Merchants:

1. AI-Generated Content. The Platform utilizes certain artificial intelligence, machine learning, and automated systems to generate, optimize, and deliver marketing content, messaging, campaign recommendations, customers insights, and other outputs ("AI Outputs"). AI Outputs are generated algorithmically and may not always be accurate, complete, or suitable for your specific circumstances. You are solely responsible for reviewing, approving, and ensuring the accuracy and appropriateness of any AI Outputs before they are sent to or displayed for your customers. The Company does not warrant the accuracy, completeness, or fitness for a particular purpose of any AI Output.

2. Data Processing and Machine Learning. You acknowledge that the Platform processes data you provide, including customer data, transaction data, and interaction data, using artificial intelligence and machine learning algorithms for the purpose of delivering and improving the Platform. The Company may use aggregated, de-identified, or anonymized data derived from your use of the Platform to improve its algorithms, models, and Platform generally. The Company will not share your identifiable business data with competitors or use it in a manner that identifies you or your customers to third parties, except as described in the Privacy Policy.

3. Automated Messaging. If you use the Platform to send automated messages (including SMS, MMS, and email) to your customers, you are solely responsible for ensuring compliance with all applicable laws and regulations governing electronic communications, including without limitation the Telephone Consumer Protection Act ("TCPA"), the CAN-SPAM Act, and any applicable federal and state laws. You represent and warrant that you have obtained all necessary consents from your customers to receive such communications and that you will maintain records of such consents.

4. Third-Party AI and Services. The Platform may incorporate or rely upon third-party artificial intelligence models, APIs, or services. The Company does not control and is not responsible for the accuracy, availability, or performance of any third-party AI technologies. Changes to third-party AI services may affect the functionality or output quality of the Platform.

For Customers:

1. AI-Powered Communications. You acknowledge that communications you receive from or on behalf of Merchants through the Platform, including promotional messages, responses to inquiries, recommendations, and other content, may be generated, personalized, or optimized in whole or in part by artificial intelligence and automated systems. Such communications are sent at the direction of or on behalf of the applicable Merchant. The Company does not independently verify the accuracy or completeness of Merchant-provided information (including those contained in AI-powered communications), and you should direct any questions regarding the content of such communications to the applicable Merchant.

2. Personalization and Profiling. The Platform may use artificial intelligence to analyze your interactions, preferences, and engagement patterns to personalize the communications and offers you receive from Merchants. You may manage your communication preferences, including opting out of marketing messages, in accordance with these Terms and applicable law. For information about how your data is collected, used, and shared in connection with these features, please refer to our Privacy Policy.

General Acknowledgements and Disclaimers

By using our Platform, you acknowledge and agree to the following:

For Merchants:

1. General Information Only. Information relating to our Platform is provided for general informational and commercial purposes only. Service descriptions, pricing, feature availability, performance metrics, and other content made available through the Platform are provided "as is" and may change at any time. We do not warrant that service descriptions, performance claims, or other content are accurate, complete, reliable, current, or error-free.

2. No Guaranteed Results. You are solely responsible for determining the suitability and proper use of the Platform for your business. We make no representations regarding the results that may be obtained from the use of the Platform, and any reliance on the foregoing is at your own risk. For example, the Company makes no representations or warranties regarding the performance, effectiveness, or results of AI-driven campaigns, customer recovery rates, revenue impact, or any other metric. Past performance metrics, benchmarks, or projections displayed on the Platform or in marketing materials are illustrative only and do not guarantee future results. Actual results will vary based on factors outside the Company's control, including your venue type, location, customer base, and operational practices.

For Customers:

1. No Merchant Endorsement. The Company does not endorse, guarantee, or assume responsibility for any Merchant, or for any products, services, offers, or representations made by any Merchant through the Platform. Your interactions with Merchants, including any purchases, reservations, or other transactions, are solely between you and the applicable Merchant. The Company is not a party to and assumes no liability arising from any such interactions or transactions.

2. Communications Accuracy. Communications you receive through the Platform, including promotions, event details, menu information, business hours, and responses to inquiries, are provided by or on behalf of the applicable Merchant. The Company does not independently verify this information and is not responsible for errors, inaccuracies, or omissions in Merchant-provided content. You should confirm details directly with the Merchant before relying on them.

3. No Advice. Information provided through the Platform is for general informational purposes only and does not constitute professional, legal, financial, medical, or other advice. The Company does not provide recommendations regarding any Merchant's products or services and is not responsible for any decisions you make based on information received through the Platform.

General

Subject to the terms of this Agreement, you are responsible for your use of the Platform, and for any information, content, reports, data, databases, graphics, interfaces, web pages, text, files, software, product names, company names, trademarks, logos and trade-names (collectively, the “Content”) you post to the Platform, any Content you access from the Platform, and for any consequences thereof.

Privacy

By accessing the Platform, you expressly agree to be bound by the terms and conditions of this Agreement and our Privacy Policy (available at goshii.com/app-privacy-policy) (the “Privacy Policy”), which is incorporated herein by reference. If you do not agree to this Agreement or the Privacy Policy, you may not access the Platform. Any information that you provide to us is subject to the Privacy Policy, which governs our collection, use, and disclosure of your information. By accessing the Platform, you acknowledge and consent to such collection, use, and disclosure as described in the Privacy Policy.

Accounts

Key features of the Platform require you to create an account. If you create an account, you agree that all information you provide will be true and accurate, and that you have the authority to create the account. You are responsible for keeping your account information secure and confidential. You agree to inform us promptly if you suspect that your account or login information has been compromised. If you provide the Company an email address as part of account creation, the Company may furnish you with written correspondence regarding your account and/or other Company-related material, including promotional materials.

Authorized Users (For Merchants)

. If you are a Merchant, you may provide access to the Platform to other users within your organization as authorized by us and/or by your subscription level to our Platform in place from time to time (each, an “Authorized User”). You are solely responsible for Authorized User activities and interaction with the Platform. You agree to ensure all Authorized Users are aware of all restrictions of use in these Terms, the Privacy Policy, and any other rules or requirements applicable to the Platform. You agree to cause Authorized Users to comply with such provisions. You are solely responsible for all actions taken by and interactions with Authorized Users, including providing any disclosures governing an Authorized User’s interaction with the Platform, and any applicable Privacy Policy or further obligations required by us or any applicable law. Any obligation imposed on you by these Terms shall be applicable to you and to any Authorized User.

By using our Platform, you represent and warrant that you and each Authorized User:

• If an individual, are at least 18 years old;

• Are legally qualified to enter a binding contract with us;

• Are not located in a country that is subject to a U.S. Government embargo, or that has been designated by the U.S. Government as a “terrorist supporting” country;

• Are not on any list of individuals prohibited from conducting business with the United States;

• Are not prohibited by law from using our Platform;

• Do not have more than one account on our Platform; and

• Have not previously been removed from our Platform by us, unless you have our express written permission to create a new account.

If at any time you cease to meet these requirements, we reserve the right to delete your account with us, to revoke all credentials held by you and any of your Authorized Users and to delete all Content uploaded by you to our Platform. Failure to meet these minimum requirements may be grounds for the Company to deny you access to the Platform. The Company shall have sole discretion to mandate, interpret, and enforce any such minimum requirements.

Secondary Users (For Merchants and Customers)

. Although we require each individual to access the Platform separately and in their personal or authorized capacity, we recognize that you may, without our knowledge, provide or permit access to the Platform to individuals other than yourself, some of whom may not separately agree to these Terms (each, a “Secondary User”). You are solely responsible for all Secondary User activities and interactions with the Platform. You agree to ensure that all Secondary Users are aware of and comply with all restrictions of use in these Terms, the Privacy Policy, and any other rules or requirements applicable to the Platform. You are solely responsible for all actions taken by, and interactions with, Secondary Users, including providing any disclosures governing a Secondary User’s interaction with the Platform and complying with any obligations required by us or by law. Any obligation imposed on you by these Terms shall apply equally to you and to any Secondary User. By using our Platform, you make the same representations and warranties with respect to yourself and each Secondary User as set forth in the “Authorized User (For Merchants)” section above, mutatis mutandis. If at any time you cease to meet these requirements, we reserve the right to delete your account with us, to revoke all credentials held by you and any of your Secondary Users and to delete all Content uploaded by you to our Platform. Failure to meet these minimum requirements may be grounds for the Company to deny you access to the Platform. The Company shall have sole discretion to mandate, interpret, and enforce any such minimum requirements.

Content

Our Platform may enable you to submit, upload, post, transmit, or otherwise make available certain Content through the Platform. For purposes of this Section, “Content” refers to Content submitted, posted, or otherwise provided by you (or if not you, then your Secondary Users) through the Platform. By providing Content, in whatever form and through whatever means, you grant the Company a non-exclusive, worldwide, royalty-free, irrevocable, perpetual, sublicensable, and transferable license to use, host, copy, modify, prepare derivative works of, distribute, display, and otherwise exploit such Content, without limitation, in connection with the operation, improvement, and promotion of the Platform.

If any Content includes Personal Information (as defined in the Privacy Policy), the Company’s use of such Personal Information will be governed by the Privacy Policy. You are solely responsible for all Content that you, or your Secondary Users, provide and represent and warrant that you either own such Content or have all rights, licenses, consents, and permissions necessary to grant the rights described in these Terms. You acknowledge and agree that you are responsible and liable if any Content provided by you or your Secondary Users violates or infringes the intellectual property, privacy, or other rights of any third party.

You hereby represent and warrant that any Content you, or your Secondary Users provide: 

• Is not created solely for the purpose of advertising or other commercial content, including company logos, links or company names; 

• Does not contain spam, unwanted contact, or content that is shared repeatedly in a disruptive manner; 

• Does not endorse or promote illegal or harmful activity, is not sexually explicit, violent, graphic, threatening, or harassing; 

• Does not attempt to impersonate another person, account, or entity, including a representative of the Company; 

• Is not illegal and does not violate another person's or entity's rights, including intellectual property rights and privacy rights; 

• Does not contain another person's private or confidential information, including content that is sufficient to identify a listing's location.

In connection with Content, you further agree that you will not submit material that is copyrighted, protected by trade secret, or otherwise subject to third-party proprietary rights, including privacy and publicity rights, unless you are the owner of such rights or have permission from their rightful owner to post the material and to grant us the necessary rights granted in these Terms. You agree to defend, indemnify, and hold us harmless for all damage or liability we incur because of your violation of this section.

Your Interactions with Other Users

. YOU ARE SOLELY RESPONSIBLE FOR YOUR INTERACTIONS WITH OTHER USERS, AND YOU AGREE TO TAKE ALL REASONABLE PRECAUTIONS IN ALL INTERACTIONS WITH OTHER USERS. YOU UNDERSTAND THAT THE COMPANY DOES NOT ROUTINELY CONDUCT SCREENINGS OR MONITOR ITS USERS, EXCEPT AS EXPRESSLY SET FORTH IN THESE TERMS. THE COMPANY DOES NOT CONDUCT CRIMINAL BACKGROUND CHECKS OR IDENTITY VERIFICATION CHECKS ON ITS USERS AND DOES NOT INDEPENDENTLY VERIFY THE STATEMENTS OR REPRESENTATIONS MADE BY USERS. THE COMPANY MAKES NO REPRESENTATIONS OR WARRANTIES AS TO THE CONDUCT, IDENTITY, INTENTIONS, OR INTERESTS OF USERS, AND TO THE MAXIMUM EXTENT PERMITTED BY LAW, EXPRESSLY DISCLAIMS ALL LIABILITY FOR ANY INJURY, LOSS, OR DAMAGE ARISING OUT OF OR RELATING TO INTERACTIONS BETWEEN USERS. NOTWITHSTANDING THE FOREGOING, THE COMPANY RESERVES THE RIGHT, BUT DOES NOT ASSUME ANY OBLIGATION, TO CONDUCT SCREENINGS OF ITS USERS, INVESTIGATE POTENTIAL VIOLATIONS OF THESE TERMS, OR RESTRICT OR REMOVE ACCESS TO THE PLATFORM AT ANY TIME AND USING AVAILABLE PUBLIC RECORDS.

Compliance with Laws

. You agree to access the Platform only for lawful purposes, and to conduct any transactions that use the Platform in compliance with all applicable laws, rules, and regulations, including all federal and state laws and regulations relating to taxes, banking, money laundering, securities, and counterterrorism. You will not use the Platform for any fraudulent, deceptive, or illegal activity, or in any manner that violates these Terms or infringes the rights of any third party.

Fees

You agree to pay all fees and charges presented to you in connection with your use of the Platform. Subject to applicable law and as authorized by our agreements with you, we reserve the right to adjust our pricing and fees at any time, including for new or renewing subscriptions. You may purchase a subscription on a recurring basis disclosed to you prior to your purchase, directly from the Company or through a third party, by paying a subscription fee plus applicable taxes in advance.

Subscriptions

The Company offers users the ability to purchase subscriptions through the Platform or through third-party e-commerce, checkout, or payment platforms authorized by the Company (each, an “External Service,” and any purchases made thereon, an “External Service Purchase”). If you purchase a subscription, it will automatically renew until you cancel, in accordance with the terms disclosed to you at the time of purchase, as further described below.

Automatic Renewal and Affirmative Consent. By completing a subscription purchase, you affirmatively consent to the automatic renewal terms disclosed at checkout, including the recurring billing amount, billing frequency, and cancellation procedures. You authorize the Company (or the applicable External Service) to charge your designated payment method on a recurring basis at the intervals disclosed, unless and until you cancel in accordance with the instructions provided below.

To cancel a subscription. You may cancel your monthly subscription at any time. To cancel, you must do the following:

• [Please provide specific instructions on the website or mobile (if applicable) for Merchants to cancel their subscription]

If you cancel, you may no longer have access to certain features of the Platform. Cancellation instructions may change from time to time. Please revisit these Terms to see updated instructions. If you experience difficulty completing the cancellation process, you may contact us at support@goshii.com for assistance; however, submitting a request by email does not itself constitute cancellation unless the cancellation is made pursuant to the instructions provided in this Section.

California Residents. If you are a California resident, this section serves as a clear and conspicuous notice pursuant to California's "Automatic Renewal Law" (Cal. Bus. & Prof. §17600, et seq) that discloses to you the terms of your subscription renewal, our cancellation policy, and instructions on how to cancel your subscription.

New York Residents. If you are a New York resident and choose to establish automatic renewals of your subscription for a period of one year or longer, you acknowledge and agree that we are required to provide you with notice of upcoming automatic renewals between 15-45 days prior to the cancellation deadline for such renewals. This notice will include instructions on how to cancel the automatic renewal. By utilizing our automatic renewal services, you consent to receive such notifications in compliance with applicable New York law.

Renewal and Material Change Notices. Where required by applicable law, we will provide advance notice of (i) upcoming automatic renewals, or (ii) any material changes to subscription terms, including price increases, in the manner and timeframe required by law. Continued use of the subscription after the effective date of any disclosed change constitutes acceptance of the updated terms, except where cancellation is required to accept such changes under applicable law.

Chargebacks and payment reversals. If you initiate a chargeback or otherwise reverse a payment made in connection with an External Service Purchase, the Company may terminate or downgrade your account immediately, in its sole discretion, on the basis that you have indicated that you do not wish to continue a paid subscription relationship with the Company.

Your License to the Platform

. Subject to your payment of applicable fees and continued compliance with this Agreement and any separate agreements we may have with you, we hereby grant you a limited, non-exclusive, revocable, non-transferable, non-sublicensable and personal license to access and use the Platform as authorized in these Terms. Except for the limited license to use and access the Platform identified in the preceding paragraph, you acknowledge that nothing contained in these Terms shall be construed as granting or conferring to you, by implication, estoppel or otherwise, any right, title, or interest to any intellectual property of the Company, our third-party service providers or any other third party, including any (i) inventions (whether patentable or not in any country), patents, patent applications, invention disclosures, improvements, trade secrets, proprietary information, know how, information, or technical data; (ii) copyright protected works, copyright registrations, mask works, mask work registrations or applications in the United States or any foreign country; (iii) trademarks, trademark registrations, service marks, logos or applications therefor in the United States or any foreign country; (iv) trade secrets; or (v) any other tangible or intangible proprietary rights anywhere in the world.

Restrictions On Use

You agree that you will not:

authorization;

1. circumvent storage space, usage, or transaction limits for improper means, including attempting to circumvent our fees;

10. use the Platform to publish, share, transmit, or facilitate any statements, content, or communications that are reasonably likely to incite political controversy, inflame social tensions, or polarize users based on political beliefs, affiliations, or ideologies

11. publish or share materials that are unlawful or indecent, or that contain extreme acts of violence or terrorist activity;

12. advocate bigotry or hatred against any person or group of people based on their race, religion, ethnicity, sex, gender identity, sexual orientation, disability, or impairment;

13. harass or abuse our personnel or representatives or agents performing services on behalf of the Company;

14. store, publish or share material that is fraudulent, defamatory, or misleading; or

15. violate the law in any way.

Suspension of Transactions and Platform

Without limiting our ability to terminate this Agreement or our right to change, modify, suspend, or discontinue the Platform at any time as set forth elsewhere in these Terms, we reserve the right, in our sole discretion and with or without notice, to suspend or cancel any transaction, order, or access to the Platform, in whole or in part, where we reasonably believe such action is necessary due to suspected fraud, security issues, or compliance-related concerns.

Third-Party Links

. Our Platform may contain links to other sites.  The Company does not assume responsibility for the accuracy or appropriateness of the information, data, opinions, advice or statements contained at such sites, and when you access such sites, you are doing so at your own risk. In providing links to the other sites, the Company is in no way acting as a publisher or disseminator of the material contained on those other sites and does not seek to monitor or control such sites.  A link to another site should not be construed to mean that the Company is affiliated or associated with same.  The Company does not recommend or endorse any of the content, including without limitation any hyperlinks to, or content found, on other websites. The mention of another party or its product or service on the Platform should not be construed as an endorsement of that party or its product or service. The Company will not be responsible for any damages you or any third party may suffer because of the transmission, storage or receipt of confidential or proprietary information that you make or that you expressly or implicitly authorize the Company to make, or for any errors or any changes made to any transmitted, stored or received information.

Feedback

If you or any of your Secondary Users sends or transmits any communications or materials to us by mail, email, telephone, or otherwise, suggesting or recommending changes to the Platform, including, without limitation, new features or functionality relating thereto, or any comments, questions, suggestions, or the like (“Feedback”), we are free to use such Feedback and any ideas, know-how, concepts, techniques, or other intellectual property rights contained in the Feedback, for any purpose whatsoever, without any attribution or compensation to any party, although we are not required to use any Feedback.

Assumption of Risks; Release

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Indemnity

You agree to indemnify, defend and hold harmless the Company, its agents, suppliers, licensors, affiliates and their respective directors, officers and employees (collectively, the “Indemnified Parties”) against any and all losses, liabilities, suits, claims, actions, costs, damages and expenses (including, without limitation, reasonable attorneys’ fees and expenses) sustained, incurred or paid by any Indemnified Party directly or indirectly resulting from, arising out of, relating to or in connection with: (i) violation of these Terms by you, any Secondary User or other person using your account or credentials; (ii) your or any Secondary User’s access to or use of the Platform, (iii) any information used, stored, or transmitted in connection with your account or credentials; (iv) breach of the rights of any third party, including but not limited to privacy, publicity, intellectual property, or other proprietary rights, by you, any Secondary User or anyone using your account or credentials; or (v) violation of any law, regulation, or other legal requirement. This paragraph is intended to be applicable to the maximum extent allowed by law.

Limitations on Liability and Disclaimers

Term and Termination

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Separate Agreements; Enterprise Terms

The Company may from time to time enter into separate written agreements with certain enterprise Merchant entities (“Merchant Entities”) to govern their use of the Platform, including without limitation master services agreements, enterprise subscription agreements, order forms, service level agreements, data processing addenda, or business associate agreements (each, a "Separate Agreement"). To the extent a Separate Agreement is executed between the Company and such Merchant Entities, then the Separate Agreement shall govern and control with respect to such Merchant Entities. These Terms shall govern and control with respect to your use of the Platform, in both your personal capacity and your representative capacity on behalf of any organization (to the extent not governed by a Separate Agreement).

Notices

. We may provide you with notices in any of the following methods: (1) via the Platform, including by a banner or pop-up within the Platform, Account or elsewhere; (2) by e-mail, sent to the e-mail address you provided us; and/or (3) through any other means, including any phone number, SMS or text message or physical address you provided us. Such notice to you will be deemed received and effective upon receipt or twenty-four (24) hours after it was published or sent through any of the foregoing methods, unless otherwise indicated in the notice. If we choose to notify you through electronic communication, you agree to receive such communications, including but not limited to our applicable policies, statements, reports, invoices, receipts, disclosures, legal or regulatory statements or documents via electronic delivery.

SMS and Mobile Communications

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For Merchants:

1. Messages from the Company to Merchants. By providing your mobile phone number to the Company through the Platform, whether through account registration, subscription enrollment, or otherwise, you consent to receive recurring automated, transactional, and/or promotional text messages (SMS and MMS) from the Company at the mobile number provided. These messages may include account notifications, subscription reminders, platform alerts, performance reports, service announcements, and marketing promotions relating to the Platform.

2. Messages Sent Through the Platform to Your Customers. You acknowledge and agree that the Company, acting on your behalf and at your direction, may send SMS, MMS, and other electronic messages to your Customers through the Platform as part of the Services, including promotional campaigns, inquiry responses, transactional notifications, and automated communications. You are solely responsible for: (i) obtaining and maintaining all necessary consents from your Customers to receive such communications in compliance with all applicable laws, including without limitation the Telephone Consumer Protection Act ("TCPA"), the CAN-SPAM Act, and any applicable messaging laws; (ii) maintaining accurate records of such consents; (iii) honoring all opt-out requests received from your Customers; and (iv) ensuring the accuracy and legality of all content included in messages sent on your behalf. You represent and warrant that each Customer to whom messages are sent through the Platform has provided the requisite prior express written consent (or such other form of consent as required by applicable law) to receive such messages.

3. Messaging Limits and Compliance. The Company reserves the right to impose limits on message volume, frequency, or content, and to refuse to send or to suspend any messages that the Company reasonably believes may violate applicable law, these Terms, or carrier policies. The Company may also implement or modify technical safeguards, opt-out mechanisms, or compliance measures at any time without prior notice to you.

For Customers:

1. Messages from Merchants. By providing your mobile phone number to a Merchant through the Platform or in connection with your interactions with a Merchant, you may receive recurring automated text messages (SMS and MMS) from or on behalf of that Merchant, delivered through the Platform. These messages may include promotional offers, event announcements, reservation confirmations, responses to your inquiries, and other communications relating to that Merchant's products or services. Consent to receive marketing text messages is not a condition of purchasing any goods or services from a Merchant.

2. Messages from the Company. If you provide your mobile phone number directly to the Company through the Platform, you may also receive text messages from the Company relating to Platform features, account notifications, or promotional information about the Platform.

3. General Terms. You understand and agree that: (i) message frequency may vary; (ii) message and data rates may apply; and (iii) text messages may be sent using an automatic telephone dialing system or other automated technology.

Opt-Out Instructions. You may opt out of receiving marketing text messages at any time by replying "STOP" to any text message you receive. After you send "STOP," you will receive a confirmation message that you have been unsubscribed. Following such confirmation, you will no longer receive marketing text messages from that program, unless you subsequently re-enroll. If you need assistance, you may contact us at support@goshii.com. Please note that opting out of marketing messages does not prevent you from receiving transactional or service-related text messages, including security alerts or other communications necessary for your account.

Binding Arbitration

PLEASE READ THIS SECTION CAREFULLY, AS IT LIMITS THE MANNER IN WHICH YOU MAY SEEK RELIEF, AND REQUIRES YOU ARBITRATE DISPUTES WITH US.  If you have a dispute with us, we will first seek to resolve such a dispute through our support team.

Except for disputes in which either party seeks equitable and other relief for the alleged unlawful use of intellectual property, copyrights, trademarks, trade names, logos, trade secrets or patents, any dispute, claim or controversy arising out of or relating to this Agreement or the breach, termination, enforcement, interpretation or validity thereof, including the determination of the scope or applicability of this Agreement to arbitrate, will be determined by binding arbitration.  The location of the arbitration will be determined by the Company to be in either (i) the state of your residence or (ii) the county and state of our chosen legal counsel at the time of the dispute.  The arbitration will be administered by the American Arbitration Association (AAA) in accordance with its Commercial Arbitration Rules. Disputes will not be resolved in any other forum or venue. You agree that any arbitration will be conducted by a sole arbitrator. Pre-arbitration discovery will be limited to the greatest extent provided by the rules of AAA, the arbitration award will not include factual findings or conclusions of law, and no punitive damages will be awarded.  Notwithstanding any other rules, no arbitration proceeding brought against the Company will be consolidated with any other arbitration proceeding without the Company’s written consent.  Judgment may be entered upon any award granted in any arbitration in any court of competent jurisdiction in the county and state in which the Company maintains its principal office at the time the award is rendered, in the county and state where the Company is organized or incorporated or in any other court having jurisdiction.  The arbitrator will, in the award, allocate all of the costs of the arbitration, including the fees of the arbitrator and the reasonable attorneys’ fees of the prevailing party, against the party who did not prevail.

NOTICE:  BOTH YOU AND THE COMPANY ARE AGREEING TO HAVE ALL DISPUTES, CLAIMS OR CONTROVERSIES ARISING OUT OF OR RELATING TO THIS AGREEMENT DECIDED BY NEUTRAL BINDING ARBITRATION AND ARE GIVING UP ANY RIGHTS IT MIGHT POSSESS TO HAVE THOSE MATTERS LITIGATED IN A COURT OR JURY TRIAL.  BY AGREEING TO THIS ARBITRATION AGREEMENT, BOTH YOU AND THE COMPANY ARE GIVING UP THEIR RESPECTIVE JUDICIAL RIGHTS TO DISCOVERY AND APPEAL EXCEPT TO THE EXTENT THAT THEY ARE SPECIFICALLY PROVIDED FOR UNDER THIS AGREEMENT.  BY AGREEING TO ARBITRATION, YOU ALSO GIVE UP YOUR RIGHT TO PARTICIPATE IN A CLASS ACTION OR OTHER CLASS PROCEEDING. IF ANY PARTY REFUSES TO SUBMIT TO ARBITRATION AFTER AGREEING TO THIS PROVISION, THAT PARTY MAY BE COMPELLED TO ARBITRATE UNDER FEDERAL OR STATE LAW. THIS ARBITRATION AGREEMENT EVIDENCES A TRANSACTION IN INTERSTATE COMMERCE, AND THUS TO THE EXTENT APPLICABLE, THE U.S. FEDERAL ARBITRATION ACT GOVERNS THE INTERPRETATION AND ENFORCEMENT OF THIS PROVISION. BOTH YOU AND THE COMPANY CONFIRM THEIR AGREEMENT TO THIS ARBITRATION PROVISION IS VOLUNTARY.

Governing law

This Agreement shall be governed pursuant to the laws of the State of Delaware, USA, without regard to principles of conflict of laws. You agree that the Company may initiate a proceeding related to the enforcement or validity of the Company’s intellectual property rights in any court having jurisdiction.  With respect to any proceeding that is not subject to arbitration under this Agreement or policies incorporated herein, you agree that any proceedings shall be in the federal or state courts located in Delaware. You waive any objection to venue and to submit to personal jurisdiction in any such courts.

Interpretation

The division of this Agreement into sections and the insertion of headings are for convenience of reference only and shall not affect the construction or interpretation of this Agreement. In this Agreement, words importing the singular number include the plural and vice versa; words importing gender include all genders; and words importing persons include individuals, sole proprietors, partnerships, corporations, trusts and unincorporated associations.

Entire Agreement

This Agreement as it may be amended from time to time in accordance with these Terms, and all other legal notices and policies on the Platform, constitute the entire agreement between you and the Company with respect to the use of Platform.

Amendment and Waiver

In compliance with applicable law, the Company reserves the right, in its discretion, to amend this Agreement at any time by posting amendments on the Platform. You are responsible for periodically reviewing the amendments on the Platform, and you are deemed to be aware of such amendments. If you do not agree to the amended terms and conditions, you shall immediately stop using the Platform. Access to the Platform after any amendments have been posted shall constitute your acknowledgement and acceptance of the amended terms and conditions. No supplement, modification or amendment to this Agreement and no waiver of any provision of this Agreement shall be binding on the Company unless executed by the Company in writing. No waiver of any of the provisions of this Agreement shall be deemed to be or shall constitute a waiver of any other provision (whether or not similar) nor shall such waiver constitute a continuing waiver unless otherwise expressly provided.

Severability

. Any provision of this Agreement which is held by a court of competent jurisdiction to be illegal, invalid or unenforceable in such jurisdiction shall, as to that jurisdiction, be ineffective to the extent of such illegality, invalidity or unenforceability and shall otherwise be enforced to the maximum extent permitted by law, all without affecting the remaining provisions of this Agreement or affecting the legality, validity or enforceability of such provision in any other jurisdiction.

Inurement

This Agreement shall inure to the benefit of and be binding upon each of us and our respective successors and permitted assigns. You acknowledge having read this Agreement before accepting it, having the authority to accept this Agreement and having received a copy of this Agreement.

Assignment

. You shall not assign or transfer any of your rights or obligations under this Agreement without our prior written consent, which we may withhold at our sole and absolute discretion. Any actual or attempted assignment by you contrary to the terms of this Agreement shall be null and void. We may, in our discretion, assign or transfer some or all of our rights or obligations under this Agreement to a third party, without your consent or approval. If we are acquired by, sold to, or merged with a third-party entity, we reserve the right to transfer or assign this Agreement and transfer or assign your information, including Personal Information, as part of such merger, acquisition, sale, or change of control, in accordance with the Privacy Policy.

Support

Please direct questions to support@goshii.com.