Legal Information, Accounting Partner

Last Updated: March, 2024

Terms of Service

Welcome to the online service of Botkeeper, Inc. ("Botkeeper," "we," or "us"). These terms of service (these "Terms") explain the terms by which you may use our online and/or mobile services, web site, and software provided on or in connection with the service and platform (collectively, the "Services"). By accessing or using the Services, by clicking a button or checking a box marked "I Agree" (or something similar), or by signing an order form with Botkeeper (a "Service Order") specific to you or your organization, you signify that you have read, understood, and agree to be bound by these Terms and the Service Order which is hereby incorporated by reference (collectively, the "Agreement"), whether or not you are a registered user of the Services. However, to the extent Customer signed an offline variant of the Agreement for use of the Services, the terms below do not apply to Customer, and Customer's offline terms govern its use of the Services; provided that Customer's Authorized Users are still subject to these Terms. Botkeeper reserves the right to modify these Terms and will provide notice of material changes as described below. These Terms apply to all visitors and users of the Services, including individuals authorized by a Customer (defined below) to use the Services ("Authorized Users"), the Customer, and to all others who access the Services (collectively, with Authorized Users, "you" or "your").

PLEASE READ THESE TERMS CAREFULLY TO ENSURE THAT YOU UNDERSTAND EACH PROVISION. THESE TERMS CONTAIN A MANDATORY INDIVIDUAL ARBITRATION PROVISION IN SECTION 15.2 AND A JURY TRIAL WAIVER PROVISION IN SECTION 15.3 THAT REQUIRE, THE EXCLUSIVE USE OF FINAL AND BINDING ARBITRATION TO RESOLVE DISPUTES BETWEEN CUSTOMER AND US, INCLUDING ANY CLAIMS THAT AROSE OR WERE ASSERTED BEFORE YOU AGREED TO THESE TERMS. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, YOU EXPRESSLY WAIVE YOUR RIGHT TO SEEK RELIEF IN A COURT OF LAW AND TO HAVE A JURY TRIAL ON YOUR CLAIMS, AS WELL AS YOUR RIGHT TO PARTICIPATE AS A PLAINTIFF OR CLASS MEMBER IN ANY CLASS, COLLECTIVE, PRIVATE ATTORNEY GENERAL, OR REPRESENTATIVE ACTION OR PROCEEDING.

If you subscribe to, or access or use the Services, create an organization, invite users to that organization, or use or allow use of that organization after being notified of a change to these Terms, you acknowledge your understanding of the then-current Agreement and agree to the Agreement on behalf of Customer. Please make sure you have the necessary authority to enter into the Agreement on behalf of Customer before proceeding.

1. General Provisions

1.1 Customers, Authorized Users, and Customer Content.

"Customer" is either the individual signing the Service Order, or the organization such individual represents in agreeing to the Agreement. If you signed up for a subscription plan as a Customer using your corporate email domain or are otherwise entering into a subscription plan on behalf of a business entity or other organization, the business entity or other organization on whose behalf you signed up is the Customer. By signing up on behalf of your business entity or other organization, you represent and warrant that you have all right, power, and authority to bind such entity or organization to the Agreement. Anyone under contract, including employees of organizations under contract, with Botkeeper pursuant to a Service Order is considered a Customer. For clarity, if you are considered a Customer, you may not also be an Authorized User.

Customers and/or Authorized Users may submit content or information to the Services or to Botkeeper's representatives, which includes information about an identifiable individual ("Customer Personal Data") and User Content (defined below) (User Content, collectively with Customer Personal Data, "Customer Content"), and Customer will have the sole right and responsibility for managing Customer's use of it. Customer will be solely responsible for all of the acts and omissions of its Authorized Users in relation to the Services and the Agreement.

1.2 Eligibility

This is a contract between you, as a Customer or an Authorized User of a Customer, and Botkeeper, pursuant to these Terms. You must read and agree to these Terms before using the Services. If you do not agree, you may not use the Services. You may use the Services only if you can form a binding contract with Botkeeper, and only in compliance with this Agreement and all applicable local, state, national, and international laws, rules and regulations. The Services are not available to any Customers or Authorized Users previously removed from the Services by Botkeeper.

The Services are not intended for and should not be used by anyone under the age of 13. Customer must ensure that all Authorized Users are over 13 years old.

Customer will (i) inform Authorized Users of all Customer policies and practices that are relevant to their use of the Services and of any settings that may impact the processing of Customer Content; and (ii) obtain all rights, permissions or consents from Authorized Users and other Customer personnel that are necessary to grant the rights and licenses in the Agreement and for the lawful use and transmission of Customer Content and the operation of the Services.

1.3 Subscriptions

A subscription allows Customer and its Authorized Users to access the Services. A subscription may be procured through contacting Botkeeper and signing a Service Order. Subscriptions commence when we make them available to Customer and continue for the term specified in Section 5 (the "Subscription Period").

1.4 Beta Products

Occasionally, we look for beta testers to help us test our new features. These features will be identified as "beta" or "pre-release," or words or phrases with similar meanings (each, a "Beta Product"). Beta Products are made available on an "as is," and "as available" basis and, to the extent permitted under applicable law, without any warranties or contractual commitments we make for other services.

1.5 Feedback

Customer and its Authorized Users may choose to, or we may invite them to, submit comments or ideas about the Services, including about how to improve the Services or our products ("Ideas"). By submitting any Idea, Customer agrees that its disclosure is gratuitous, unsolicited and without restriction and will not place us under any fiduciary or other obligation, and that we are free to use the Idea without any additional compensation, whether to Customer, the Authorized User, or anyone else, and/or to disclose the Idea on a non-confidential basis or otherwise to anyone. Customer further acknowledges that, by acceptance of the submission, we do not waive any rights to use similar or related Ideas previously known to us, or developed by our personnel, or obtained from sources other than Customer or its Authorized Users.

1.6 Privacy Policy and Protection of Personal Data

By using the Services, you understand and acknowledge that your personal information will be collected, used, disclosed, and otherwise processed as set forth in our Privacy Policy.

We care about the integrity and security of your personal information. However, we cannot guarantee that unauthorized third parties will never be able to defeat our security measures or use your personal information for improper purposes. You acknowledge that you provide your personal information, or any personal information of others that you make available through the Services, at your own risk.

2. Services Usage and Restrictions

2.1 Our License to Customer

(a) Ownership of the Services, Documentation, and Botkeeper Data

We own and will continue to own the Services and Documentation (defined below), including all related intellectual property and other proprietary rights related thereto. Further, you acknowledge and agree that we may collect data relating to Customer's and its Authorized Users' usage of the Services ("Usage Data") and collect, analyze, and use data derived from Customer Content that has been aggregated and/or anonymized such that it does not identify Customer or any identifiable individual person ("Derivative Data" and, collectively with Usage Data, "Botkeeper Data"). All Botkeeper Data will be owned solely and exclusively by us, and, for purposes of clarity, you agree that we may use the Botkeeper Data in perpetuity for any purpose permitted by applicable law.

We may, from time to time, make available certain third-party products and services, including open-source software ("Third-Party Products") for use in connection with the Services. Such Third-Party Products may be made available under separate or additional terms and conditions, including open-source licenses, which we will make available to you as necessary.

(b) Licenses to the Services and Documentation

During the Subscription Period, we grant the Customer a non-exclusive, non-transferable license to access and use, and to permit Authorized Users to access and use the Services, in accordance with the Agreement, for the Customer's own internal business purposes.

To the extent that we may make downloadable software components available, via app stores or other channels, as part of the Services, during the Subscription Period, we grant to Customer a non-sublicensable, non-transferable, non-exclusive, limited license for Customer and its Authorized Users to use the object code version of these components, but solely as necessary to use the Services. Minor updates, bug fixes, and the like to such downloadable software components will be included under this license for the duration of the subscription.

From time to time we may make available product documentation for the Services (the "Documentation") via a method of our choosing (e.g., via the Services). During the Subscription Period, we grant to Customer a non-sublicensable, non-transferable, non-exclusive, limited license for Customer and its Authorized Users to use the Documentation to support Customer's and its Authorized Users' use of the Services.

All rights and licenses granted herein are subject to you and your Authorized Users' full compliance with all of the terms and conditions of the Agreement. All rights in the Services and Documentation not expressly granted herein are expressly reserved by us.

2.2 Customer's Licenses to Us

(a) Ownership of Customer Content

As between us on the one hand, and Customer and its Authorized Users on the other, Customer will own all Customer Content, including, for purposes of clarity, Customer Personal Data and User Content.

(b) License to Customer Personal Data

Subject to the terms and conditions of the Agreement, Customer (for itself and all of its Authorized Users) grants Botkeeper and its subcontractors and service providers a worldwide, non-exclusive, limited term license to access, use, process, copy, distribute, perform, export and display Customer Personal Data, only as reasonably necessary (i) to provide and maintain the Services; (ii) to prevent or address service, security, support or technical issues; (iii) as required by law; and (iv) as expressly permitted in writing by Customer, including in any applicable order. Customer represents and warrants that it has secured all rights in and to Customer Personal Data from its Authorized Users and customers or any third parties as may be necessary to grant this license.

Notwithstanding the foregoing, Customer agrees that we may collect, analyze, use and disclose, during or after the Subscription Period, data derived from Customer Personal Data, which is anonymized and/or aggregated in a manner, that makes the identification of Customer or any Authorized User or third party impossible, for any business purpose, including to operate, analyze, improve, and market the Services and our other products and services and share such anonymized data with our affiliates and business partners. Customer further agrees that we will have the perpetual right to use, store, transmit, distribute, modify, copy, display, sublicense, and create derivative works of such derived data.

(c) License to User Content

With respect to that portion of Customer Content that consists of images, designs, comments, questions, documents, spreadsheets, and any other content submitted, or otherwise made available by Customer and/or its Authorized Users through the Services or to Botkeeper's representatives ("User Content"), by submitting, storing, or otherwise making such User Content available through the Services or to Botkeeper's representatives, you grant, and represent and warrant that you have all rights necessary to grant (including any necessary consents and authorizations from individual persons identified in the User Content and licenses from third parties whose content is included in the User Content), to us a royalty-free, sublicensable, transferable, perpetual, irrevocable, non-exclusive, worldwide license to use, host, store, reproduce, modify, publish, list information regarding, translate, distribute, publicly perform, publicly display, and make derivative works of all such User Content, in whole or in part, and in any form, media, or technology, whether now known or hereafter developed, for use in connection with (i) our provision of the Services as described in the Agreement, (ii) improvement of the Services, and (iii) our product documentation.

2.3

To the extent permitted under applicable law, we take no responsibility and assume no liability for any Customer Content that Customer or any Authorized User or third party submits or otherwise makes available in connection with the Services. As between Customer and us, Customer shall be fully responsible for the Customer Content and the consequences of submitting or otherwise making it available via the Services, and Customer acknowledges and agrees that we are acting only as a passive conduit for Customer's and its Authorized Users' distribution of such User Content.

2.4 Responsibilities for Customer Content

We are not responsible for the content of any Customer Content or the way Customer or its Authorized Users choose to use the Services to store or process any Customer Content once Customer approves final format. Customer represents and agrees that Customer is solely responsible for (i) providing notices and obtaining consents as legally required from its Authorized Users and its customers for the collection, use, processing and transfer of Customer Content in connection with the Services; and (ii) ensuring compliance with all laws in all jurisdictions that may apply to Customer Content provided hereunder, including (a) all applicable international, federal, state, provincial and local laws, rules, and regulations relating to data privacy and security, and (b) all relevant self-regulatory guidelines and principles, if applicable. Botkeeper shall have no responsibility or liability related to the accuracy, content, currency, completeness, or delivery of the Customer Content provided by Customer or its Authorized Users. Customer is responsible for the accuracy, content, currency, completeness, and delivery of the Customer Content uploaded and/or input by its Authorized Users, and Customer warrants that the Customer Content posted by its Authorized Users is accurate, current, and complete. Customer Content may be accessed by Botkeeper employees in the Philippines. Customer shall provide Botkeeper with copies of any consents or other materials as may be requested by Botkeeper, as relevant and applicable, and shall use any consent forms that may be required by Botkeeper. Customer represents and warrants that Customer has all the rights necessary for Customer to grant the rights herein, and the use of Customer Content does not violate any law. Unless otherwise agreed to in writing, Customer may not submit any Customer Content that includes any information which may be subject to specific data privacy and security laws including the Health Insurance Portability and Accountability Act (HIPAA), the Health Information Technology for Economic and Clinical Health Act (HiTECH), the Family Educational Rights and Privacy Act of 1974 (FERPA), the Children's Online Privacy Protection Act (COPPA), or the GDPR or any other data which is considered to be sensitive or which could give rise to notification obligations under data breach notification laws. We do not make any representations as to the adequacy of the Services to process your Customer Content or to satisfy any legal or compliance requirements which may apply to your Customer Content, other than as described herein.

2.5 Use of the Services

Customer must comply with the Agreement and ensure that its Authorized Users comply with the Agreement. We may review conduct for compliance purposes, but we have no obligation to do so. If we believe there is a violation of the Agreement that can be remedied by removal of certain Customer Content, we will, in most cases, ask Customer to take direct action rather than intervene. However, to the extent legally permissible, we reserve the right to take further appropriate action, when we deem it reasonably appropriate if Customer does not take appropriate action, or if we believe there is a credible risk of harm to us, the Services, Authorized Users, or any third parties. To the extent Customer chooses to remove or deactivate an account of one of its Authorized Users, Customer shall notify Botkeeper and may request that Botkeeper remove such Authorized Users' data.

2.6 Free Trial Account and Services

We offer paid subscription plans to Customers ("Paid Service Accounts"). We may choose to, in our sole discretion, offer a free trial, promotional offer, or other type of limited offer for use of our Paid Service Accounts via the Services (a "Free Trial"). To the extent we choose to offer a Free Trial, the duration of the Free Trial will be specified at sign-up. If Customer registers for a Free Trial, Customer may be presented with additional terms and conditions when registering Customer's account, and any such additional terms and conditions are hereby incorporated into these Terms by reference and are legally binding. Such Free Trial may not include access to all of the features or functions of the Services. Any data that Customer, or its Authorized Users, enter into the Free Trial may be permanently lost at the end of the trial period unless Customer (a) purchases a subscription plan for the Services, or (b) export such data before the end of the trial period.

At the time a Customer signs up for a Free Trial, Customer must provide a valid payment method in order to access the Free Trial. Customer's payment method will not be charged during the Free Trial. UNLESS CUSTOMER CANCELS ITS FREE TRIAL PRIOR TO EXPIRATION, CUSTOMER'S ACCOUNT WILL AUTOMATICALLY BE SUBSCRIBED FOR PAID SERVICES PURSUANT TO THESE TERMS UPON EXPIRATION OF THE FREE TRIAL, AND A SUBSCRIPTION FEE FOR THE SERVICES WILL BE CHARGED TO CUSTOMER'S PAYMENT METHOD. FOR MORE INFORMATION ABOUT CANCELLATION AND HOW CUSTOMER CAN CANCEL ITS ACCOUNT, PLEASE REVIEW SECTION 5 OF THESE TERMS.

Notwithstanding any other provision of these Terms, including any service-specific terms and conditions applicable to any portion of the Services, during a Free Trial, the Services are provided "AS IS" and "as available" without any warranty, and BOTKEEPER DISCLAIMS ANY IMPLIED WARRANTIES INCLUDING MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, AND BOTKEEPER'S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO CUSTOMER'S, OR ITS AUTHORIZED USERS' USE OF THE FREE TRIAL IS $100.00. BECAUSE SOME STATES AND JURISDICTIONS DO NOT ALLOW LIMITATIONS ON IMPLIED WARRANTIES, THE ABOVE LIMITATION MAY NOT APPLY TO YOU. IN THAT EVENT, SUCH WARRANTIES ARE LIMITED TO THE MAXIMUM EXTENT PERMITTED BY AND FOR THE MINIMUM WARRANTY PERIOD ALLOWED BY THE MANDATORY APPLICABLE LAW.

2.7 Acceptable Use

(a) Technical Restrictions

You agree not to engage, and Customer shall be responsible to the extent its Authorized Users engage, in any of the following prohibited activities: (i) copying, distributing, or disclosing any part of the Services in any medium, including by any automated or non-automated "scraping"; (ii) using any automated system, including "robots," "spiders," "offline readers," etc., to access the Services in a manner that sends more request messages to the servers hosting the Services than a human can reasonably produce in the same period of time by using a conventional on-line web browser; (iii) transmitting spam, chain letters, or other unsolicited email; (iv) attempting to interfere with, compromise the system integrity or security or decipher any transmissions to or from the servers running the Services; (v) taking any action that imposes, or may impose at our sole discretion an unreasonable or disproportionately large load on our infrastructure; (vi) uploading invalid data, viruses, worms, or other software agents through the Services; (vii) collecting or harvesting any personally identifiable information, including account names, from the Services; (viii) impersonating another person or otherwise misrepresenting your affiliation with a person or entity, conducting fraud, hiding or attempting to hide your identity; (ix) interfering with the proper working of the Services; (x) accessing any content on the Services through any technology or means other than those provided or authorized by the Services; or (xi) bypassing the measures we may use to prevent or restrict access to the Services, including features that prevent or restrict use or copying of any content or enforce limitations on use of the Services or the content therein.

(b) Customer Content Restrictions

You are solely responsible for the content of any Customer Content you submit in connection with the Services or make available to Botkeeper's representatives. You agree not to submit any Customer Content, including any User Content, that: (i) may create a risk of harm, loss, physical or mental injury, emotional distress, death, disability, disfigurement, or physical or mental illness to you, to any other person, or to any animal; (ii) may create a risk of any other loss or damage to any person or property; (iii) seeks to harm or exploit children by exposing them to inappropriate content, asking for personally identifiable details or otherwise; (iv) may constitute or contribute to a crime or tort; (v) contains any information or content that we deem to be unlawful, harmful, abusive, racially or ethnically offensive, defamatory, infringing, invasive of personal privacy or publicity rights, harassing, humiliating to other people (publicly or otherwise), libelous, threatening, profane, obscene, or otherwise objectionable; (vi) contains any information or content that is illegal; (vii) contains any information or content that you do not have a right to make available under any law or under contractual or fiduciary relationships; (viii) contains any information or content that you know is not correct and current; or (ix) to the extent applicable, violates any school or other applicable policy, including those related to cheating or ethics. As between Customer and Botkeeper, Customer shall be responsible for the content of any Customer Content submitted by or on behalf of its Authorized Users in connection with the Services.

You agree that any Customer Content that you submit does not and will not violate third-party rights of any kind, including any intellectual property rights or rights of privacy. To the extent legally permissible, we reserve the right, but are not obligated, to reject and/or remove any User Content that we believe, in our sole discretion, violates any of these provisions.

3. Intellectual Property

3.1 Botkeeper Intellectual Property Rights.

The Services, and all right, title, and interest in and to the Services, including, but not limited to all intellectual property rights therein, any developments, modiﬁcations, and improvements thereto, and any new software programs developed by Botkeeper as part of or apart from the Services and made available to you or related to the Services, are and will remain Botkeeper's exclusive property. Botkeeper reserves all rights, title, and interest in and to the Services.

3.2 Know-How.

Each party is free to exercise the knowledge, skill, and experience acquired by its employees in the course of performing its obligations under these Terms, so long as such know-how does not include the other party's Conﬁdential Information.

4. Payment

This Section 4 is only applicable to Customers who purchase subscriptions for their Authorized Users and are under a signed Service Order with Botkeeper.

4.1 Fees.

Customer will procure the Services using a Service Order that references these Terms. Customer's subscription plan for the Services is speci?ed in the applicable Service Order. Such Service Order will be binding upon signature by both Customer and Botkeeper. Customer will pay Botkeeper the fees set forth in an applicable Service Order ("Fees") for the Services as consideration for the Services provided by Botkeeper in accordance with these Terms, with the ?rst such payment due immediately as of the Effective Date of such Service Order. Any and all Fees paid up through the point of termination or expiration shall be nonrefundable.

4.2 Payments.

Unless otherwise specified in a Service Order, payment will be facilitated by auto debit via ACH or Credit Card. Botkeeper will request Customer's banking or credit card information separately via a secure form and process recurring autopay for the Services. Customer must provide us with at least one (1) current, valid payment card that is accepted by us and our third-party payment processor ("Payment Processor") (each such card, a "Payment Method"). By providing a Payment Method, you authorize each of Botkeeper and Payment Processor to charge that Payment Method the applicable Fees and taxes, including, if applicable, on a recurring basis until you cancel your Subscription Period pursuant to your Service Order (including any notice period specified in Section 4.6(c) (Cancellation Procedures)). Fees and taxes will be charged to your Payment Method on the specific payment date indicated in your Paid Service Account. In some cases, your payment date may change, for example, if your Payment Method has not successfully settled, if you changed your subscription plan, or if your subscription began on a date not contained in a subsequent month. The length of your billing cycle will depend on the type of subscription in which you are enrolled, if applicable. Fees are fully earned upon payment. We may authorize your Payment Method in anticipation of Service-related charges through various methods, including authorizing it up to one (1) month of service as soon as you register for the Service.

4.3 Third-Party Payment Processor.

We or Payment Processor will attempt to verify your Payment Method(s), and may do so by processing an authorization hold, which is standard practice. To the extent Payment Processor processes payments made by you, you will be subject to terms and conditions governing the use of Payment Processor's service. Please review such terms and conditions as well as Payment Processor's privacy notice (each of which is available on Payment Processor's website). You acknowledge and understand that Payment Processor may collect and retain third-party fees whenever you pay Fees. Payment must be received by Payment Processor before our acceptance of an order. For all payments, Payment Processor will collect your Payment Method details and charge your chosen Payment Method in connection with an order. If any of your account, order, or Payment Method information changes, you will promptly update such information, so that we or Payment Processor may complete your transaction(s) and/or contact you, as needed.

4.4 Payment Representations and Warranties.

You represent and warrant that: (a) the account, order, and Payment Method information you supply to us and/or to Payment Processor, as applicable, is true, accurate, correct, and complete; (b) you are duly authorized to use the Payment Method(s); (c) you will pay any and all charges incurred by users of your Payment Method in connection with the Services, including any applicable Fees (at the prices in effect when such charges are incurred) and taxes; (d) charges incurred by you will be honored by your Payment Method company; (e) you will not allow or enable anyone else to use your subscription (including, without limitation, by sharing your password(s) or any other authentication credentials with anyone else, or by attempting to transfer your subscription to anyone else); and (f) you will report to us any unauthorized or prohibited access to or use of your subscription and/or password(s) or other authentication credentials.

4.5 Disclaimer.

WE DISCLAIM ANY AND ALL LIABILITY WITH RESPECT TO, AND YOU UNDERSTAND AND ACKNOWLEDGE THAT WE ARE NOT RESPONSIBLE FOR: (A) ANY SECURITY OR PRIVACY BREACHES RELATED TO YOUR CREDIT CARD OR OTHER PAYMENT METHOD, (B) ANY FEES THAT MAY BE CHARGED TO YOU BY YOUR BANK IN CONNECTION WITH THE COLLECTION OF FEES, AND/OR (C) ANY UNAUTHORIZED USE OF YOUR CREDIT CARD, DEBIT CARD, OR OTHER PAYMENT METHOD BY A THIRD PARTY.

4.6 Subscription Plans

(a) Automatic Renewals.

Subscriptions are available on an automatically renewing subscription basis and entail payment of Fees. YOUR SUBSCRIPTION WILL AUTOMATICALLY RENEW AT THE END OF EACH SUBSCRIPTION PERIOD IDENTIFIED IN YOUR SERVICE ORDER FOR SUBSEQUENT TERMS EQUAL IN LENGTH TO THAT SPECIFIED ONYOUR SERVICE ORDER UNLESS AND UNTIL YOU CANCEL THE APPLICABLE SUBSCRIPTION IN ACCORDANCE WITH THE CANCELLATION PROCEDURES IDENTIFIED IN SECTION 4.6(C) (INCLUDING ANY NOTICE PERIOD SPECIFIED IN SECTION 4.6(C) (CANCELLATION PROCEDURES)).

(b) Automatic Billing and Policies.

When you enroll in a subscription, you expressly acknowledge and agree that: (i) each of Botkeeper and Payment Processor is authorized to charge you, at the beginning of each Subscription Period, the Fee for the applicable subscription, any applicable taxes, and any other charges you may incur in connection with such subscription, subject to adjustment in accordance with these Terms; and (ii) your subscription is continuous until the earlier of: (A) your cancellation of such subscription (including any notice period specified in Section 4.6(c) (Cancellation Procedures)) and (B) the suspension, discontinuation, or termination of your access to such subscription or to the Services in accordance with these Terms. You understand and acknowledge that the amounts changes to the Fees in accordance with your Service Order and/or Section 4.7, and/or changes in applicable taxes, and you authorize each of Botkeeper and Payment Processor to charge your Payment Method the changed amounts.

(c) Cancellation Procedures.

To cancel any subscription, you must notify us at least three (3) days before the start of the next Subscription Period by using the appropriate functionalities of the Services or by contacting us at human@botkeeper.com. You will continue to have access to the subscription through the end of the then-current Subscription Period. YOU UNDERSTAND THAT UNLESS AND UNTIL YOU NOTIFY US OF YOUR INTENT TO CANCEL, YOUR SUBSCRIPTION AND THE CORRESPONDING FEE WILL AUTOMATICALLY RENEW, AND YOU AUTHORIZE EACH OF BOTKEEPER AND PAYMENT PROCESSOR (WITHOUT NOTICE TO YOU, UNLESS REQUIRED BY APPLICABLE LAW) TO CHARGE YOU THE APPLICABLE FEE AND ANY APPLICABLE TAXES, USING ANY OF YOUR PAYMENT METHODS. YOU UNDERSTAND AND ACKNOWLEDGE THAT, UNLESS REQUIRED BY APPLICABLE LAW, YOU WILL NOT BE ENTITLED TO RECEIVE ANY REFUND OR CREDIT FOR ANY CANCELLATION, SUSPENSION, OR TERMINATION, NOR FOR ANY UNUSED TIME ON YOUR SUBSCRIPTION, ANY PRE-PAYMENTS MADE IN CONNECTION WITH YOUR SUBSCRIPTION, ANY LICENSE OR SUBSCRIPTION FEES FOR ANY PORTION OF THE SERVICE, ANY CONTENT OR DATA ASSOCIATED WITH YOUR USER ACCOUNT, OR ANYTHING ELSE, AND THAT ANY SUCH REFUNDS OR CREDITS MAY BE GRANTED AT OUR SOLE OPTION AND IN OUR SOLE DISCRETION. If you believe you have been improperly charged and would like to request a refund, please contact us at human@botkeeper.com.

4.7 Upgrades.

Customer may elect to upgrade a subscription during a Subscription Period but may not choose to downgrade a subscription until the Subscription Period expires or renews. Unless otherwise specified on the applicable Service Order, if Customer elects to increase usage within a Subscription Period, Customer shall notify Botkeeper of such increase in writing so that Botkeeper may invoice Customer for such additional usage, such addition will be billed on a pro-rata basis. For monthly subscriptions, the cost will be included in the Fees for the following monthly billing period. For annual subscriptions, the cost will be billed automatically at the time Customer upgrades and shall be payable upon thirty (30) days from receipt of a correct invoice.

4.8 Late Payments & Disputes.

Botkeeper will notify Customer when Customer has a payment that is overdue. Customer will incur a monthly ﬁnance charge of one and a half percent (1.5%) for any balance that is overdue by thirty (30) days; access to the Services shall be suspended if past due amounts are over thirty (30) days past due. If a Customer fails to pay the overdue balance within ninety (90) days from the point at which the Services have been suspended, then Botkeeper may delete and expunge all Customer Content from its systems. Botkeeper is not responsible for the backup of Customer Content. Customer shall be responsible for any reasonable and documented costs incurred by Botkeeper in the collection of unpaid invoices that are more than ninety (90) days past due, including, but not limited to, collection and ﬁling costs, notification procedures, and reasonable attorney's fees. If Customer disputes any portion of an invoice, Customer agrees to pay the undisputed portion of the invoice and to submit a written dispute within ten (10) business days of the invoice date. Customer's dispute must include written documentation to support the dispute. Upon receipt of a written dispute from Customer, the parties will attempt to resolve the dispute through good faith negotiation. If the parties fail to resolve such dispute within sixty (60) days after delivery of such notice, then either party may seek arbitration in accordance with the procedures set forth in Section 15.2. Customer's failure to submit a written dispute of charges within such time shall be deemed ﬁnal acceptance of all charges.

4.9 Taxes.

All Fees are exclusive of any federal, state, or local sales or use taxes, or any other taxes or fees assessed on, or in connection with the Services.

4.10 Clean-Up Services and Special Projects.

Services rendered to Customer in connection with bringing Customer books current, commonly referred to as catch-up/clean-up services, or other services (collectively, "Clean-up Services") not included in monthly Fees, as may be speci?ed by Botkeeper from time to time, and in the case of all the foregoing, must be approved in advance in writing (email to suf?ce) by Customer. Clean-up Services are assessed per the type of entity; pricing is available upon request. Clean-up Service fees will be invoiced as one-time, separate invoice(s). Notwithstanding the foregoing, Botkeeper shall not charge Customer for any such additional or Clean-up Services that are incurred as a direct result of errors or gross negligence on the part of Botkeeper.

5. Term and Termination for Customers

This Section 5 is only applicable to Customers who purchase subscriptions for their Authorized Users and are under a signed Service Order with Botkeeper.

5.1 Agreement Term

As further described below, a paid subscription has a Subscription Period that may expire or be terminated. The Agreement remains effective until all subscriptions ordered under the Agreement have expired or been terminated or the Agreement itself terminates. Termination of the Agreement will terminate all subscriptions.

5.2 Auto-Renewal

Unless otherwise set forth on Customer's Service Order (a) all subscriptions automatically renew for additional periods equal to one (1) year for annual subscriptions, and one (1) month for month-to-month subscriptions, or the preceding Subscription Period, whichever is shorter; and (b) the per-unit pricing during any automatic renewal Subscription Period will be the then-current price communicated to you by us. Either party can give the other notice of non-renewal at least thirty (30) days before the end of a Subscription Period to stop a subscription from automatically renewing.

5.3 Termination for Cause

We or Customer may terminate the Agreement on notice to the other party if the other party materially breaches the Agreement and such breach is not cured within thirty (30) days after the non-breaching party provides notice of the breach. Customer is responsible for its Authorized Users, including for any breaches of the Agreement caused by its Authorized Users. We may terminate the Agreement immediately on notice to Customer if we reasonably believe that the Services are being used by Customer or its Authorized Users in violation of applicable law.

5.4 Effect of Termination

Upon any termination for cause by Customer, we will refund Customer any prepaid fees covering the remainder of the Subscription Period after the effective date of termination. Upon any termination for cause by us, Customer will pay any unpaid fees covering the remainder of the Subscription Period after the effective date of termination. In no event will any termination relieve Customer of the obligation to pay any fees payable to us for the period prior to the effective date of termination.

6. Termination for Authorized Users

This Section 6 applies only to Authorized Users and shall not apply to any Customers.

6.1

Authorized Users may de-activate their account at any time. We may, with or without prior notice, change the Services, stop providing the Services or features of the Services to Authorized Users, or create usage limits for the Services. We may, with or without prior notice, permanently terminate or temporarily suspend access to an Authorized User's account and/or the Services as available to such Authorized User without liability, with or without cause, and for any or no reason, including if, in our sole determination, an Authorized User violates any provision of these Terms.

7. Representations; Disclaimer of Warranties

Customer represents and warrants that it has validly entered into the Agreement and has the legal power to do so. Customer further represents and warrants that it is responsible for the conduct of its Authorized Users and their compliance with the terms of the Agreement. EXCEPT AS EXPRESSLY PROVIDED FOR HEREIN, THE SERVICES AND ALL RELATED COMPONENTS AND INFORMATION ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS WITHOUT ANY WARRANTIES OF ANY KIND, AND WE EXPRESSLY DISCLAIM ANY AND ALL WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY, TITLE, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. YOU ACKNOWLEDGE THAT WE DO NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE.

SOME JURISDICTIONS DO NOT ALLOW THE DISCLAIMER OF CERTAIN TYPES OF WARRANTIES, SO THE ABOVE DISCLAIMERS MAY NOT APPLY TO YOU. THE AGREEMENT GRANTS SPECIFIC LEGAL RIGHTS, AND CUSTOMER AND AUTHORIZED USERS MAY ALSO HAVE OTHER RIGHTS THAT VARY FROM JURISDICTION TO JURISDICTION. THE FOREGOING DISCLAIMERS WILL NOT APPLY TO THE EXTENT PROHIBITED BY APPLICABLE LAW.

8. Limitation of Liability

IN NO EVENT WILL OUR AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THE AGREEMENT (WHETHER IN CONTRACT OR TORT OR UNDER ANY OTHER THEORY OF LIABILITY) EXCEED THE TOTAL AMOUNT PAID BY CUSTOMER HEREUNDER IN THE TWELVE (12) MONTHS PRECEDING THE LAST EVENT GIVING RISE TO LIABILITY. THE FOREGOING WILL NOT LIMIT CUSTOMER'S PAYMENT OBLIGATIONS UNDER SECTION 4 ABOVE.

IN NO EVENT WILL WE HAVE ANY LIABILITY TO YOU OR TO ANY THIRD PARTY FOR ANY LOST PROFITS OR REVENUES OR FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, COVER OR PUNITIVE DAMAGES HOWEVER CAUSED, WHETHER IN CONTRACT, TORT OR UNDER ANY OTHER THEORY OF LIABILITY, AND WHETHER OR NOT THE PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

Customer is responsible for all login credentials, including usernames and passwords, for administrator accounts as well the accounts of its Authorized Users. We will not be responsible for any damages, losses or liability to Customer, Authorized Users, or anyone else, if such information is not kept confidential by Customer or its Authorized Users, or if such information is correctly provided by an unauthorized third-party logging into and accessing the Services.

The limitations under this "Limitation of Liability" section apply with respect to all legal theories, whether in contract, tort or otherwise, and to the extent permitted by law. The provisions of this "Limitation of Liability" section allocate the risks under the Agreement between the parties, and the parties have relied on these limitations in determining whether to enter into the Agreement and the pricing for the Services.

SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF CERTAIN TYPES OF DAMAGES, SUCH AS INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU. THE AGREEMENT GRANTS SPECIFIC LEGAL RIGHTS, AND CUSTOMER AND AUTHORIZED USERS MAY ALSO HAVE OTHER RIGHTS THAT VARY FROM JURISDICTION TO JURISDICTION. THE FOREGOING DISCLAIMERS AND LIMITATIONS WILL NOT APPLY TO THE EXTENT PROHIBITED BY APPLICABLE LAW.

9. Indemnification

Customer agrees to defend, indemnify and hold harmless us and our affiliates, licensors, and suppliers, and our and their respective employees, contractors, agents, officers and directors, from and against any and all claims, damages, obligations, losses, liabilities, costs or debt, and expenses (including attorney's fees) arising from: (a) Customer's and any Authorized User's use of and access to the Services, including any Customer Content or other content transmitted or received by Customer or any Authorized User; (b) your violation of any term of the Agreement, including any breach of Customer's representations and warranties above; (c) Customer's or any Authorized User's violation of any third-party right, including any right of privacy or intellectual property rights; (d) Customer's or any Authorized User's violation of any applicable law, rule or regulation; (e) Customer Content or any content that is submitted via Customer's or any Authorized User's account, including misleading, false, or inaccurate information; (f) any claim brought against Botkeeper by an Authorized User of the Customer; (g) Customer's or any Authorized User's gross negligence, fraud, or willful misconduct; or (h) any other party's access and use of the Services with Customer's or any Authorized User's unique username, password or other appropriate security code (provided that such access and use was not our fault).

10. Confidentiality for Customers

This Section 10 only applies to Customers and shall not apply to Authorized Users.

10.1 Definition

Each party ("Disclosing Party") may disclose "Confidential Information" to the other party ("Receiving Party") in connection with the Agreement, which is anything that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure as well as non-public business, product, technology and marketing information. Confidential Information of Customer includes Customer Content. Confidential Information of Botkeeper includes, but is not limited to, Botkeeper's related intellectual property and data, any information, or know-how (including, but not limited to, information relating to research, products, services, quantity, price, pricing, delivery, development, inventions, processes, engineering, marketing, techniques, customers, internal procedures, business and marketing plans or strategies, ﬁnances, employees and business opportunities). Confidential Information may be information which is marked as "con?dential" or "proprietary" or with a similar legend, information whose con?dential nature has been made known by Disclosing Party, orally or in writing, to the Receiving Party concurrently with the disclosure of such information, or information that, due to its character and nature, a reasonable person under like circumstances would treat as con?dential. Notwithstanding the above, Confidential Information does not include information that (a) is or becomes generally available to the public without breach of any obligation owed to the Disclosing Party; (b) was known to the Receiving Party prior to its disclosure by the Disclosing Party without breach of any obligation owed to the Disclosing Party; (c) is received from a third party without breach of any obligation owed to the Disclosing Party; or (d) was independently developed by the Receiving Party.

10.2 Protection and Use of Confidential Information

The Receiving Party will maintain the conﬁdentiality of, and agrees to use the same care to prevent disclosure of, the Conﬁdential Information as it employs to avoid disclosure, publication or dissemination of its own information of a similar nature, but in no event less than a reasonable standard of care. The Receiving Party further agrees to use the Conﬁdential Information only in connection with and in furtherance of the business transactions contemplated by these Terms. The Receiving Party may disclose Conﬁdential Information to its employees, directors, ofﬁcers, afﬁliates, agents, subcontractors, attorneys, accountants or professional advisors, who have a need to have access to the Conﬁdential Information in carrying out the business transactions contemplated by these Terms ("Representatives"). The Receiving Party will inform its Representatives of the conﬁdential nature of the Conﬁdential Information and the applicability of these Terms thereto and will obligate and direct its Representatives to maintain the conﬁdentiality of the Conﬁdential Information and otherwise to observe the terms of this Section 10.

10.3 Compelled Access or Disclosure

The Receiving Party may access or disclose Confidential Information of the Disclosing Party if it is required by law; provided, however, that the Receiving Party gives the Disclosing Party prior notice of the compelled access or disclosure (to the extent legally permitted) and reasonable assistance, at the Disclosing Party's cost, if the Disclosing Party wishes to contest the access or disclosure. If the Receiving Party is compelled by law to access or disclose the Disclosing Party's Confidential Information, the Disclosing Party will reimburse the Receiving Party for its reasonable cost of compiling and providing access to such Confidential Information as well as the reasonable cost for any support provided in connection with the Disclosing Party seeking a protective order or confidential treatment for the Confidential Information to be produced.

10.4 Ownership

All Conﬁdential Information disclosed by the Disclosing Party will remain the property of the Disclosing Party, and except as otherwise provided in these Terms, the Receiving Party does not acquire any license, right, title, or interest in such Conﬁdential Information.

10.5 Termination

Upon the termination or expiration of these Terms, the Receiving Party, upon the written request of the Disclosing Party, will: (a) destroy all documents and tangible materials (and any copies) containing, reflecting, incorporating, or based on the Disclosing Party's Conﬁdential Information; (b) permanently erase all of the Disclosing Party's Conﬁdential Information from its computer systems, provided that any copy that is maintained as an archive copy on a disaster recovery or information technology backup system may be retained so long as such Conﬁdential Information is protected in accordance with this Section 10 for as long as the Conﬁdential Information is retained; and (c) certify in writing to the Disclosing Party that it has complied with the requirements of this clause.

10.6 Remedies.

The Receiving Party acknowledges that improper dissemination of Conﬁdential Information may cause irreparable damage to the Disclosing Party and agrees that the Disclosing Party will have available to it, in addition to any other remedy provided by law, the right to apply for mandatory injunctive relief to enforce compliance by the Receiving Party with the provisions of these Terms.

11. Confidentiality for Authorized Users

This Section 11 applies only to Authorized Users and shall not apply to Customers.

The Services may include non-public, proprietary, or confidential information of Botkeeper and/or of other Users ("Confidential Information"). Confidential Information includes any information that should reasonably be understood to be confidential given the nature of the information and the circumstances of disclosure, including non-public business, product, technology, and marketing information. Authorized Users will: (a) protect and safeguard the confidentiality of all Confidential Information with at least the same degree of care as such Authorized User would use protect its own highly sensitive confidential information, but in no event with less than a reasonable degree of care; (b) not use any Confidential Information for any purpose other than to exercise such Authorized User's rights, or to perform its obligations, under these Terms; and (c) not disclose any Confidential Information to any person or entity, except such Authorized User's service providers or financial or legal advisors who/that (i) need to know the Confidential Information and (ii) are bound by non-use and non-disclosure restrictions at least as restrictive as those set forth in this Section.

12. Your Use of Third-Party Services

THE SERVICES MAY CONTAIN LINKS TO THIRD-PARTY SITES, MATERIALS, AND/OR SERVICES (COLLECTIVELY, "THIRD-PARTY SERVICES") THAT ARE NOT OWNED OR CONTROLLED BY US, AND CERTAIN FUNCTIONALITIES OF THE SERVICES MAY REQUIRE YOUR USE OF THIRD-PARTY SERVICES. IF YOU USE A THIRD-PARTY SERVICE IN CONNECTION WITH THE SERVICES, YOU ARE SUBJECT TO AND AGREE TO, AND MUST COMPLY WITH, THE THIRD PARTY'S TERMS AND CONDITIONS MADE AVAILABLE VIA, OR AGREED IN CONNECTION WITH, ITS SERVICES. WE DO NOT ENDORSE OR ASSUME ANY RESPONSIBILITY FOR ANY THIRD-PARTY SERVICES. IF YOU ACCESS A THIRD-PARTY SERVICE FROM THE SERVICES OR SHARE YOUR USER CONTENT ON OR THROUGH ANY THIRD-PARTY SERVICE, YOU DO SO AT YOUR OWN RISK, AND YOU UNDERSTAND THAT THESE TERMS AND OUR PRIVACY NOTICE DO NOT APPLY TO YOUR USE OF ANY THIRD-PARTY SERVICE. YOU EXPRESSLY RELIEVE US FROM ANY AND ALL LIABILITY ARISING FROM YOUR ACCESS TO AND/OR USE OF ANY THIRD-PARTY SERVICE. ADDITIONALLY, YOUR DEALINGS WITH, OR PARTICIPATION IN PROMOTIONS OF, ADVERTISERS FOUND ON THE SERVICES, INCLUDING AS RELATES TO PAYMENT AND DELIVERY OF GOODS, AND ANY OTHER TERMS (SUCH AS WARRANTIES) ARE SOLELY BETWEEN YOU AND SUCH ADVERTISERS. YOU UNDERSTAND AND ACKNOWLEDGE THAT WE WILL NOT BE RESPONSIBLE FOR ANY LOSS OR DAMAGE OF ANY SORT RELATING TO YOUR DEALINGS WITH SUCH ADVERTISERS.

13. Release

You hereby release us from all claims, damages (whether direct, indirect, incidental, consequential, or otherwise), obligations, losses, liabilities, costs, debts, and expenses, in each case of every kind and nature, known and unknown, arising out of a dispute between you and a third party (including any other user of the Services) in connection with the Services. In addition, you waive any applicable law that says, in substance: "A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE RELEASING PARTY DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH, IF KNOWN BY HIM OR HER, WOULD HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE RELEASED PARTY."

14. No Professional Advice

The content provided through or in connection with the Services is designed to provide practical and useful information on the subject matter(s) covered. While such content may concern issues related to professional services, such content is not professional services advice. You should not act or refrain from acting on the basis of any content that is included on the site(s) and/or the apps(s) or that is otherwise obtained in connection with the Services without seeking the advice of a professional who is licensed and/or qualified in the applicable subject matter(s). To the extent you use any tools via the Services which provide information or advice, you acknowledge and understand that there are certain risks inherent to the engagement hereunder, and your use of, and Botkeeper's provision of the Services, including any artificial intelligence functionalities, could result in inaccurate information or information not specified to your circumstances. You acknowledge that information provided via the Services is intended to be informative and should not be construed as advice to be relied upon in its sole capacity. Accordingly, we expressly disclaim all liability in respect of actions taken or not taken based on any content obtained in connection with the Services.

15. Governing Law, Arbitration, and Class Action/Jury Trial Waiver

15.1 Governing Law

You agree that: (a) the Services will be deemed solely based in the State of Delaware; and (b) the Services will be deemed a passive one that does not give rise to personal jurisdiction over us, either specific or general, in jurisdictions other than Delaware. These Terms will be governed by the internal substantive laws of the State of Delaware, without respect to its conflict of laws principles. The parties acknowledge that these Terms evidence a transaction involving interstate commerce. Notwithstanding the preceding sentences with respect to the substantive law governing these Terms, the Federal Arbitration Act (9 U.S.C. §§ 1-16) (as it may be amended, "FAA") governs the interpretation and enforcement of the Arbitration Agreement below and preempts all state laws (and laws of other jurisdictions) to the fullest extent permitted by applicable law. If the FAA is found to not apply to any issue that arises from or relates to the Arbitration Agreement, then that issue will be resolved under and governed by the law of the U.S. state where you live (if applicable), or the jurisdiction mutually agreed upon in writing by you and us. The application of the United Nations Convention on Contracts for the International Sale of Goods is expressly excluded. You agree to submit to the exclusive personal jurisdiction of the federal and state courts located in Delaware for any actions for which we retain the right to seek injunctive or other equitable relief in a court of competent jurisdiction to prevent the actual or threatened infringement, misappropriation, or violation of our data security, Confidential Information, or intellectual property rights, as set forth in the Arbitration Agreement below, including any provisional relief required to prevent irreparable harm. You agree that Delaware is the proper and exclusive forum for any appeals of an arbitration award, or for trial court proceedings in the event that the Arbitration Agreement below is found to be unenforceable. These Terms were drafted in the English language and this English language version of these Terms is the original, governing instrument of the understanding between you and us. In the event of any conflict between the English version of these Terms and any translation, the English version will prevail.

15.2 Arbitration Agreement

(a) General.

READ THIS SECTION CAREFULLY BECAUSE IT REQUIRES THE PARTIES TO ARBITRATE THEIR DISPUTES AND LIMITS THE MANNER IN WHICH YOU CAN SEEK RELIEF FROM US. This Arbitration Agreement applies to and governs any dispute, controversy, or claim between you and us that arises out of or relates to, directly or indirectly: (i) these Terms, including the formation, existence, breach, termination, enforcement, interpretation, validity, and enforceability thereof; (ii) access to or use of the Services, including receipt of any advertising or marketing communications; (iii) any transactions through, by, or using the Services; or (iv) any other aspect of your relationship or transactions with us, directly or indirectly, as a user or consumer (each, a "Claim," and, collectively, "Claims"). This Arbitration Agreement will apply, without limitation, to all Claims that arose or were asserted before or after your consent to these Terms.

(b) Opting Out of Arbitration Agreement.

This Section 15.2(b) applies to Authorized Users only. If you are not an Authorized User as defined herein then this Section does not apply to you. For clarity, this Section does not apply to Customers. If you are a new user, you can reject and opt out of this Arbitration Agreement within thirty (30) days of accepting these Terms by emailing us at human@botkeeper.com with your full, legal name and stating your intent to opt out of this Arbitration Agreement. Opting out of this Arbitration Agreement does not affect the binding nature of any other part of these Terms, including the provisions regarding controlling law or the courts in which any disputes must be brought.

(c) Dispute-Resolution Process.

For any Claim, you will first contact us at human@botkeeper.com and attempt to resolve the Claim with us informally. In the unlikely event that we have not been able to resolve a Claim after sixty (60) days, we each agree to resolve such Claim exclusively through binding arbitration by JAMS before a single arbitrator (the "Arbitrator"), under the Optional Expedited Arbitration Procedures then in effect for JAMS (the "Rules"), except as provided herein. JAMS may be contacted at www.jamsadr.com, where the Rules are available. In the event of any conflict between the Rules and this Arbitration Agreement, this Arbitration Agreement will control. The arbitration will be conducted in the U.S. County where you live (if applicable) or Suffolk County, Massachusetts, unless you and Botkeeper agree otherwise. If you are using the Services for commercial purposes, each party will be responsible for paying any JAMS filing and administrative fees and Arbitrator fees in accordance with the Rules, and the award rendered by the Arbitrator will include costs of arbitration, reasonable attorneys' fees, and reasonable costs for expert and other witnesses. If you are an individual using the Services for non-commercial purposes: (i) JAMS may require you to pay a fee for the initiation of your case, unless you apply for and successfully obtain a fee waiver from JAMS; (ii) the award rendered by the Arbitrator may include your costs of arbitration, your reasonable attorneys' fees, and your reasonable costs for expert and other witnesses; and (iii) you may sue in a small claims court of competent jurisdiction without first engaging in arbitration, but this would not absolve you of your commitment to engage in the informal dispute resolution process. Any judgment on the award rendered by the Arbitrator may be entered in any court of competent jurisdiction. You and we agree that the Arbitrator, and not any federal, state, or local court or agency, will have exclusive authority to resolve any disputes relating to the scope, interpretation, applicability, enforceability, or formation of this Arbitration Agreement, including any claim that all or any part of this Arbitration Agreement is void or voidable. The Arbitrator will also be responsible for determining all threshold arbitrability issues, including issues relating to whether these Terms are, or whether any provision of these Terms is, unconscionable or illusory, and any defense to arbitration, including waiver, delay, laches, unconscionability, and/or estoppel.

(d) Equitable Relief.

NOTHING IN THIS ARBITRATION AGREEMENT WILL BE DEEMED AS: PREVENTING US FROM SEEKING INJUNCTIVE OR OTHER EQUITABLE RELIEF FROM THE COURTS AS NECESSARY TO PREVENT THE ACTUAL OR THREATENED INFRINGEMENT, MISAPPROPRIATION, OR VIOLATION OF OUR DATA SECURITY, CONFIDENTIAL INFORMATION, OR INTELLECTUAL PROPERTY RIGHTS; OR PREVENTING YOU FROM ASSERTING CLAIMS IN A SMALL CLAIMS COURT, PROVIDED THAT YOUR CLAIMS QUALIFY AND SO LONG AS THE MATTER REMAINS IN SUCH COURT AND ADVANCES ON ONLY AN INDIVIDUAL (NON-CLASS, NON-COLLECTIVE, AND NON-REPRESENTATIVE) BASIS.

(e) Severability.

If this Arbitration Agreement is found to be void, unenforceable, or unlawful, in whole or in part, the void, unenforceable, or unlawful provision, in whole or in part, will be severed. Severance of the void, unenforceable, or unlawful provision, in whole or in part, will have no impact on the remaining provisions of this Arbitration Agreement, which will remain in force, or on the parties' ability to compel arbitration of any remaining Claims on an individual basis pursuant to this Arbitration Agreement. Notwithstanding the foregoing, if the Class Action/Jury Trial Waiver below is found to be void, unenforceable, or unlawful, in whole or in part, because it would prevent you from seeking public injunctive relief, then any dispute regarding the entitlement to such relief (and only that relief) must be severed from arbitration and may be litigated in a civil court of competent jurisdiction. All other claims for relief subject to arbitration under this Arbitration Agreement will be arbitrated under its terms, and the parties agree that litigation of any dispute regarding the entitlement to public injunctive relief will be stayed pending the outcome of any individual claims in arbitration.

15.3 Class Action/Jury Trial Waiver.

BY ENTERING INTO THESE TERMS, YOU AND BOTKEEPER ARE EACH WAIVING THE RIGHT TO A TRIAL BY JURY OR TO BRING, JOIN, OR PARTICIPATE IN ANY PURPORTED CLASS ACTION, COLLECTIVE ACTION, PRIVATE ATTORNEY GENERAL ACTION, OR OTHER REPRESENTATIVE PROCEEDING OF ANY KIND AS A PLAINTIFF OR CLASS MEMBER. THE FOREGOING APPLIES TO ALL USERS (BOTH NATUAL PERSONS AND ENTITIES), REGARDLESS OF WHETHER YOU HAVE OBTAINED OR USED THE SERVICES FOR PERSONAL, COMMERCIAL, OR OTHER PURPOSES. THIS CLASS ACTION/JURY TRIAL WAIVER APPLIES TO CLASS ARBITRATION, AND, UNLESS WE AGREE OTHERWISE, THE ARBITRATOR MAY NOT CONSOLIDATE MORE THAN ONE PERSON'S OR ENTITY'S CLAIMS. YOU AND BOTKEEPER AGREE THAT THE ARBITRATOR MAY AWARD RELIEF ONLY TO AN INDIVIDUAL CLAIMANT AND ONLY TO THE EXTENT NECESSARY TO PROVIDE RELIEF ON YOUR INDIVIDUAL CLAIM(S). ANY RELIEF AWARDED MAY NOT AFFECT OTHER USERS.

16. Non-Solicitation

This provision is only applicable for Customers. Customer agrees that during the term of this Agreement and for six (6) months thereafter ("Restricted Period"), neither party will, without the other party's prior written consent, either directly or indirectly, on its own behalf or in the Services or on behalf of others, hire or engage in any solicitation of known employees or contractors who were engaged by the other party at any time during the one (1) year period prior to termination or expiration of these TOS ("Restricted Personnel"). The parties acknowledge that the hiring or engagement of any Restricted Personnel is likely to cause irreparable damage to Botkeeper or Customer, as applicable, that would be difﬁcult or impossible to ascertain or prove. Accordingly, the parties agree that any breach of this Section 16 will obligate the soliciting party to pay the other party on demand, as liquidated damages, an amount equal to the Restricted Personnel's annual salary. Each party agrees that this Section 16 does not provide for unreasonably large liquidated damages.

17. General Provisions

17.1 Notices.

Except as otherwise speciﬁed in these Terms, all notices, permissions and approvals hereunder must be sent in writing to the person(s) indicated on the cover page and shall be deemed to have been given upon: (a) personal delivery, (b) the second business day after mailing, (c) the second business day after sending by conﬁrmed facsimile, or (d) the ﬁrst business day after sending by email (provided email shall not be sufﬁcient for notices of termination or an indemniﬁable claim).

17.2 Publicity.

During the term of the Agreement, Customer and Botkeeper agree to allow for the mutual use of the other party's name, trademarks, or other identifying information in a good faith manner consistent with industry standards and strictly in connection with the marketing and promotion of such party's business and activities. Furthermore, each party acknowledges and agrees that it will not, and ensures that its af?liates will not, at any time make, publish, or communicate to any person or entity or in any public forum any defamatory or disparaging remarks, comments, or statements concerning the other party or its af?liates or their respective businesses, or any of their respective employees, of?cers, and existing and prospective customers, suppliers, investors and other associated third parties. Authorized Users shall be prohibited from using any of Botkeeper's name, trademarks, or other identifying information without express prior written consent from Botkeeper.

17.3 Independent Contractor.

The parties are and will remain independent contractors with respect to all performance rendered pursuant to these Terms. The provisions hereof are not intended to create any partnership, joint venture, agency, or employment relationship between the parties or between a party and the employees, agents, or independent contractors of the other party.

17.4 Assignment.

Customer may not assign or otherwise transfer (including by operation of law or change of control) any of its rights or obligations under these Terms without the prior written consent of Botkeeper (which such consent shall not to be unreasonably withheld, delayed or conditioned), provided that should Customer merge with, acquire, or be acquired by another entity, or sell all or substantially all of its assets (collectively, a "Combination"), it may do so upon written notice to Botkeeper, provided further that, the resulting combined entity may only use the Services within the scope of the Customer's operations at the time of the Combination. Botkeeper may freely assign the Agreement or any of its rights or obligations under these Terms. Any purported assignment in violation of this provision shall be null and void. Subject to this Section 17.4, the Agreement shall be binding upon and inure to the beneﬁt of the permitted successors and assigns of the parties. These Terms, and any rights and licenses granted hereunder, may not be transferred or assigned by Authorized Users without our prior express written consent from Botkeeper. Any attempted transfer or assignment in violation hereof will be null and void.

17.5 Force Majeure.

Except for payment obligations, neither party shall be held responsible for any delay or failure in performance under these Terms to the extent that such delay or failure is caused by ﬁre, ﬂood, explosion, war, terrorism, strike, embargo, civil or military authority, act of God, or other similar causes beyond its control.

17.6 Waiver.

Any term or provision of these Terms may be waived at any time by the party entitled to beneﬁt thereof by a written instrument executed by such party. No delay on the part of the either party in exercising any right, power or privilege hereunder shall operate as a waiver thereof, nor shall any waiver on the part of either party of any right, power, or privilege hereunder operate as a waiver of any other right, power or privilege hereunder nor shall any single or partial exercise of any right, power or privilege hereunder preclude any other or further exercise thereof or the exercise of any other right, power or privilege hereunder. No course of dealing or failing of either party to strictly enforce any term, right or condition of these Terms in any instance will be constructed as a general waiver or relinquishment of such term, right, or condition.

17.7 Severability.

In the event that any provision of these Terms shall be held to be illegal or otherwise unenforceable by a court of competent jurisdiction, such provision shall be severed, and the balance of the Agreement shall continue in full force and effect.

17.8 Counterparts.

These Terms may be executed in two or more counterparts in electronic form each of which shall be considered an original, but which together shall constitute one and the same agreement.

17.9 No Third-Party Rights.

No provision of these Terms shall be deemed or construed in any way to result in the creation of any rights or obligation in any person not a party or not afﬁliated with a party to these Terms.

17.10 Provisions; Interpretation; Absence of Presumption; Currency.

These Terms shall be construed without regard to any presumption or rule requiring construction or interpretation against the party drafting or causing any instrument to be drafted. When the context may require, any pronouns used in these Terms shall include the corresponding masculine, feminine or neuter forms, and the singular form of nouns or pronouns shall include the plural. The descriptive headings herein are inserted for convenience only and are not intended to be part of or to affect the meaning or interpretation of these Terms. All references to payments and dollar amounts refer to United States Dollars, and all payments hereunder shall be made in United States Dollars. These Terms shall be binding upon and inure to the beneﬁt of the successors and assigns the parties.

17.11 Entire Agreement; Amendment or Modiﬁcation of Agreement.

The provisions of these Terms contain the entire agreement and understanding between the parties hereto with respect to the subject matter hereof and supersede all prior agreements and understandings relating to such subject matter. The preparation of these Terms has been a joint effort of the parties, and the resulting documents shall not, solely as a matter of judicial construction, be construed more severely against one of the parties than the other. Except as otherwise provided herein, these Terms may not be modiﬁed, altered, waived or amended, except by written agreement executed by both parties.

17.12 Survival.

Any provision of these Terms, the performance of which requires that it be in effect after the expiration and/or termination of the Agreement, shall survive such expiration and/or termination and shall remain operative and in full force and effect, including, for the avoidance of doubt, Sections 1.4, 1.5, 2.1(a), 2.7, 3, 5.4, 7, 8, 9, 10, 11, and 14 through 16.

Privacy Policy

Protecting your personal information is our priority. This Privacy Policy applies to https://www.Botkeeper.com/, http://firm.ai/, and the services and platform accessible through those websites (collectively, “Botkeeper”) and governs how we collect and use your personal information.

This is an important document. We recommend that you read it carefully.

International Considerations

We offer Botkeeper to clients who are primarily in the United States. Botkeeper is hosted in the United States and is governed by United States law. Please be aware that your personal information may be transferred to, stored, and processed in the Philippines, where Botkeeper maintains an office, and in the United States where our servers are located and our central database is operated. The data protection and other laws of the United States and other countries might not be as comprehensive as those in your country.

By using Botkeeper, you understand that, and consent to, your personal information being transferred to our facilities and to the facilities of those third parties with whom we share it as described in this Privacy Policy.

Personal Information Defined

Personal information means any information that identifies you that can be reasonably used to infer this information.

Collection of your Personal Information

When you access or use Botkeeper, we may collect personal information from you, such as your:
– First and Last Name
– Mailing Address
– E-mail Address
– Phone Number
– Employer
– Job Title

If you purchase our products or services, we collect billing and credit card information. This information is used to complete the purchase transaction.

We do not collect any personal information about you unless you voluntarily provide it to us. You may be required to provide certain personal information to us when you elect to use Botkeeper. These may include: (a) registering for an account on Botkeeper; (b) entering a sweepstakes or contest sponsored by us or one of our partners; (c) signing up for special offers from selected third parties; (d) sending us an email message; or (e) submitting your credit card or other payment information when ordering and purchasing products and services on Botkeeper.

Use of your Personal Information

When you give us your personal information, we may use it:

• for the specific purpose for which it was collected;
• to deliver Botkeeper to you;
• to personalize your experience on Botkeeper;
• to provide customer service to you and/or to address your technical support questions;
• to alert you of new products or services, features, or enhancements;
• to provide important information about Botkeeper, such as changes to Botkeeper or updates to our policies;
• to improve Botkeeper;
• as permitted by law; and
• for any other purpose with your consent.

You have the right at any time to prevent us from contacting you for marketing purposes. You can opt-out of promotional communications by following the unsubscribe instructions provided in each promotional email that we send to you. We may continue to send you administrative emails including, for example, periodic updates to this Privacy Policy, even if you indicate that you no longer wish to receive promotional email from us.

We will retain your personal information only for as long as reasonably necessary for the purposes set forth above. We may retain your personal information for legitimate business purposes, if it may be necessary to prevent fraud or future abuse if required by law, or as retained in our data backup systems or cached or archived pages. All of your personal information that we keep will continue to be subject to the terms of this Privacy Policy to which you have agreed.

When We Disclose Your Personal Information

We do not sell, rent, or lease your personal information to third parties without your consent. We may disclose your personal information for certain purposes and to third parties as described below:

With Your Consent. We may share your personal information when we have your consent. You can revoke your consent at any time by providing notice to us at human@botkeeper.com.

Service Providers. We may employ other companies and people to perform tasks on our behalf and we may need to share your personal information with them to provide services to you. Unless we tell you differently, they do not have any right to use your personal information beyond what is necessary to assist us.

To Protect Botkeeper. We may disclose your personal information, without notice, if required to do so by law or in the good faith belief that such action is necessary to: (a) conform to the edicts of the law or comply with legal process served on us; (b) protect and defend our rights or property; and/or (c) act under exigent circumstances to protect the personal safety of our users or the public.

Business Transfers. In the event we undergo a business transaction such as a merger, acquisition by another company, or sale of all or a portion of our assets, your personal information may be among the assets transferred. Any acquirer of our assets may continue to process your personal information as set forth in this Privacy Policy.

External Business Partners. Botkeeper may, from time to time, contact you on behalf of external business partners about a particular offering that may be of interest to you. In those cases, your unique personally identifiable information (e-mail, name, address, telephone number) is not transferred to the third party.

Managing Your Personal Information

Correcting, Updating, Accessing, or Removing Personal Information. You can correct, update, or remove your personal information if it changes or if you no longer want to receive information from us beyond information related to our services. This can be done by managing your personal information through your Botkeeper account or by emailing a request to us at human@botkeeper.com. You may also request access to your personal information that we collect by sending a request to us at human@botkeeper.com.

Deleting Your Account. You may request deletion of your account by sending an e-mail to human@botkeeper.com. Please note that some information may remain in our private records after deletion of your account. We may use any aggregated data derived from or incorporating your personal information after you delete your account, but not in a manner that would identify you personally.

Your California Privacy Rights. California Civil Code Section 1798.83 permits users that are California residents to request certain information regarding our disclosures of personal information to third parties for such third parties’ direct marketing purposes. If you are a California resident and would like to make such a request, please contact us at human@botkeeper.com.

Tracking User Behavior

Botkeeper may keep track of the websites and pages our users visit within Botkeeper in order to determine what Botkeeper services are the most popular. This data is used to deliver customized content and advertising within Botkeeper to you.

Automatically Collected Information

Information about your computer hardware and software may be automatically collected by Botkeeper. This information can include: your IP address, browser type, domain names, access times and referring website addresses. This information is used for the operation of the service, to maintain quality of the service, and to provide general statistics regarding use of Botkeeper.

Use of Cookies

Botkeeper may use “cookies” to help you personalize your online experience. A cookie is a text file that is placed on your computer by a web page server. Cookies cannot be used to run programs or deliver viruses to your computer. Cookies are uniquely assigned to you and can only be read by a web server in the domain that issued the cookie to you.

One of the primary purposes of cookies is to provide a convenience feature to save you time. For example, a cookie helps Botkeeper recall your specific information on subsequent visits. This simplifies the process of recording your personal information, such as billing addresses, shipping addresses, and so on. When you return to the same Botkeeper website, the information you previously provided can be retrieved, so you can easily use the Botkeeper features that you customized.

You have the ability to accept or decline cookies. Most Web browsers automatically accept cookies, but you can usually modify your browser setting to decline cookies if you prefer. If you choose to decline cookies, you may not be able to fully experience the interactive features of the Botkeeper services or websites you visit.

Do Not Track Signals

Some web browsers may transmit “do not track” signals to websites with which the web browser communicates. Botkeeper does not currently recognize or respond to “do not track” signals. However, Botkeeper may in the future elect to recognize or respond to “do not track” signals.

Links

Botkeeper contains links to other sites. Please be aware that we are not responsible for the content or privacy practices of other websites. We encourage you to be aware when you leave Botkeeper and to read the privacy statements of any other website that collects your personal information.

Security of your Personal Information

We secure your personal information from unauthorized access, use, or disclosure. We use the following methods for this purpose:

– SSL Protocol
– Incapsula
– Two Factor Authentication
– Database Encryption

When personal information (such as a credit card number) is transmitted to other websites, it is protected through the use of encryption, such as the Secure Sockets Layer (SSL) protocol.

We strive to take appropriate security measures to protect against unauthorized access to or alteration of your personal information. Unfortunately, no data transmission over the Internet or any wireless network can be guaranteed to be 100% secure. As a result, while we strive to protect your personal information, you acknowledge that: (a) there are security and privacy limitations inherent to the Internet which are beyond our control; and (b) security, integrity, and privacy of any and all information and data exchanged between you and us through Botkeeper cannot be guaranteed.

Children Under Thirteen

We do not knowingly collect personal information from children under the age of thirteen. If you are under the age of thirteen, you must ask your parent or guardian for permission to use this website.

Changes to this Statement

We reserve the right to change this Privacy Policy from time to time. We will notify you about significant changes in the way we treat personal information by sending a notice to the primary email address specified in your account, by placing a prominent notice on our site, and/or by updating any privacy information on this page. Changes will become effective immediately but will not apply retroactively.

Contact Information

We welcome your questions or comments regarding this Privacy Policy. If you believe that we have not adhered to this Privacy Policy, please contact us at:

Botkeeper
200 Central Ave.,
St. Petersburg, FL 33701

Email Address:
support@Botkeeper.com

Telephone number:
800-823-8064

Botkeeper Legal

ACCOUNTING VERTICAL PARTNER

Terms of Service and Privacy Policy