Terms and Conditions

1.1 Account means an online account registered by or on behalf of Client to use the Services.

1.2 Administrator means an individual designated by an Entity (as defined below) with administrative rights to access, control, and manage Client Data associated with that Entity's domain.

1.3 Affiliate means, with respect to a party, any entity that directly or indirectly controls, is controlled by, or is under common control with such party, where control means ownership of more than fifty percent (50%) of the voting interests of such entity.

1.4 Aggregated Data means data or information resulting from the aggregation or de-identification of Client Data or usage data relating to the Services, such that the information no longer identifies Client or any individual and cannot reasonably be used to identify Client or any individual.

1.5 AI Outputs means any content, data, recommendations, or other outputs generated in whole or in part by features of the Services that use artificial intelligence or machine learning.

1.6 Authorized Users means Client's employees, partners, officers, directors, and individual independent contractors who are authorized by Client to access and use the Services on Client's behalf, up to the number specified in the applicable Order Form or online purchase flow.

1.7 Client Data means any data, content, records, or information that Client or any Authorized User submits to, uploads into, or processes through the Services.

1.8 Confidential Information means all nonpublic information disclosed by or on behalf of a party to the other party, whether orally or in writing, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and circumstances of disclosure. Confidential Information of BBos includes the Services, Software, Documentation, business and technical plans, product roadmaps, pricing, the existence and terms of any Order Form, and any benchmarks and performance data relating to the Services. 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 before disclosure, as evidenced by contemporaneous records; (c) is received from a third party without breach of any obligation of confidentiality; or (d) is independently developed by the receiving party without use of or reference to the disclosing party's Confidential Information.

1.9 Documentation means any user guides, integration guides, specifications, manuals, and similar documentation made available by BBos to Client in connection with the Services, in any form or medium.

1.10 Entity means a third-party organization (such as an employer, educational institution, or professional association) that provides an email address to an Authorized User that includes that Entity's domain name.

1.11 Improvements means any modifications, corrections, enhancements, updates, or other changes to the Services or Documentation.

1.12 Law means any statute, law, ordinance, regulation, rule, code, order, constitution, treaty, common law, judgment, decree, or other requirement of any governmental authority or regulatory body of competent jurisdiction.

1.13 Open Source Components means any software component that is made available under an open source license, including any license approved by the Open Source Initiative.

1.14 Order Form means an order form, statement of work, online order, or other ordering document executed or approved by Client, including through an online portal, that references these Terms and sets forth the commercial terms for Client's subscription, including scope, term, fees, subscription tier, and number of Authorized Users.

1.15 Permitted Use means use of the Services by Authorized Users solely for Client's internal business operations in the ordinary course and in accordance with these Terms, the Documentation, and the applicable Order Form.

1.16 Services means BBos's proprietary cloud-based practice management software platform and related services identified in an Order Form or made available via BBos's website, including any Improvements that BBos makes generally available to its customers.

1.17 Software means any software components of the Services, including server-side and client-side code, and any tools, connectors, or interfaces provided by BBos.

1.18 Subscription Period means the period for which Client has paid subscription fees, whether monthly, quarterly, annually, or another period as specified in the applicable Order Form.

1.19 Subscription Tier means the level of service purchased by Client (such as Basic, Professional, or Enterprise) that determines which features and functionality of the Services are available to Client, as specified in the applicable Order Form or BBos's pricing page.

1.20 Taxes means any sales, use, value-added, goods and services, consumption, withholding, or similar taxes, but excluding taxes based on BBos's net income, property, or employees.

1.21 Term has the meaning set forth in Section 11.1.

2.1 Eligibility. You may use the Services only if you are able to form a binding contract with BBos and are not barred from using the Services under applicable Laws. You represent that you are at least eighteen (18) years old and of legal age to form a binding contract.

2.2 Account Registration. To access certain features of the Services, Client must register for an Account and provide accurate, current, and complete information. Client must keep its Account information up to date. Client represents that all Registration Data provided is truthful and accurate.

2.3 Account Security. Client is responsible for maintaining the confidentiality of its Account credentials and for all activities that occur under its Account. Client will promptly notify BBos of any unauthorized use of its Account or any other breach of security. Client may not share Account credentials with anyone.

2.4 Authorized Users. Client may permit Authorized Users to access and use the Services on its behalf, up to the number specified in the applicable Order Form or online purchase. Client is responsible for all use of the Services by its Authorized Users and for ensuring that they comply with these Terms. Any act or omission by an Authorized User that would constitute a breach of these Terms if committed by Client will be deemed a breach by Client.

2.5 Administrator Access to Client Data. When an Authorized User associates an email address with an Account that includes an Entity's domain name (such as user@clientcompany.com), Client and such Authorized User hereby grant that Entity and its Administrator(s) permission to access, use, download, export, disclose, share, restrict, and/or remove Client Data associated with that email address. Client and Authorized Users acknowledge and understand that an Entity may: (a) utilize third-party applications in connection with the Services and grant such applications access to Client Data; (b) restrict or terminate access to Client Data associated with the Entity's domain; and (c) exercise control over such Client Data in accordance with the Entity's policies. Client and Authorized Users should consider associating personal content with personal email addresses rather than Entity-provided email addresses.

2.6 No Multiple Accounts. Client agrees not to create more than one Account for the same entity or to create an Account using false identity or information. Client agrees not to create an Account or use the Services if Client has been previously removed or banned by BBos.

2.7 No Account Ownership. Client acknowledges and agrees that Client shall have no ownership or other property interest in any Account, and Client further acknowledges and agrees that all rights in and to any Account are and shall forever be owned by and inure to the benefit of BBos.

3.1 License Grant. Subject to Client's ongoing compliance with these Terms and payment of all applicable fees, BBos grants to Client a limited, nonexclusive, nontransferable, non-sublicensable license during the Term to access and use the Services by and through Authorized Users, solely for the Permitted Use.

3.2 Client Systems. Client is responsible for obtaining, installing, configuring, and maintaining all hardware, software, networks, and other systems that are necessary for Client and its Authorized Users to access and use the Services, except to the extent the parties expressly agree otherwise in an Order Form.

3.3 Use Restrictions. Client shall not, and shall not permit any Authorized User or third party to: (a) rent, lease, sell, sublicense, assign, distribute, or otherwise transfer the Services, or provide access to the Services on a service bureau, time-sharing, or similar basis to any third party; (b) reverse engineer, disassemble, decompile, or otherwise attempt to derive or obtain the source code, underlying ideas, algorithms, or non-public APIs of the Software, except to the limited extent expressly permitted by applicable Law notwithstanding a contractual prohibition, in which case Client must first provide written notice to BBos; (c) modify, adapt, translate, or create derivative works of the Services or Documentation; (d) remove, obscure, or alter any proprietary notices, disclaimers, or legends appearing in or on the Services or Documentation; (e) use the Services in violation of any Law or in a manner that infringes, misappropriates, or otherwise violates any third-party rights, including privacy or intellectual property rights; (f) use the Services to develop, train, validate, benchmark, or improve any product or service that competes with the Services or any other BBos product or service; (g) circumvent or attempt to circumvent any security or access control measures in the Services, or introduce any malware, virus, worm, trojan horse, or other harmful code into the Services or BBos systems; (h) use the Services outside the Permitted Use or beyond the scope expressly licensed in these Terms or the applicable Order Form; (i) use any manual or automated software, devices, or other processes (including but not limited to spiders, robots, scrapers, crawlers, avatars, data mining tools, or the like) to "scrape" or download data from the Services; (j) use the Services to build a similar or competitive product or service; (k) frame or utilize framing techniques to enclose any trademark, logo, or other BBos property; (l) use any metatags or other "hidden text" using BBos's name or trademarks; or (m) access or use features or functionality associated with a Subscription Tier that Client has not purchased, unless expressly authorized by BBos in writing.

3.4 Subscription Tier Compliance. Client agrees to use only the features and functionality associated with Client's purchased Subscription Tier. If Client accesses or uses features or functionality outside the boundaries of Client's Subscription Tier, Client agrees that: (a) BBos may automatically upgrade Client's subscription to the appropriate Subscription Tier; and (b) Client will be charged the applicable fees associated with such higher Subscription Tier, effective from the date such features were first accessed or used. BBos will provide notice of any such upgrade and associated charges, but Client's use of higher-tier features constitutes acceptance of the upgrade and associated fees.

3.5 Reservation of Rights. Except for the limited license expressly granted in this Section 3, BBos and its licensors retain all right, title, and interest in and to the Services, Software, Documentation, Improvements, and all related intellectual property rights. No rights are granted by implication, estoppel, or otherwise.

4.1 Client Responsibilities. Client is responsible for: (a) the accuracy, quality, and legality of Client Data and the means by which Client acquires and uses Client Data; (b) obtaining all rights, consents, and permissions necessary for BBos to receive, process, and use Client Data as contemplated in these Terms; (c) configuring the Services in accordance with the Documentation and its own business needs; (d) all decisions made and actions taken based on reports, analyses, AI Outputs, or other information obtained from the Services; and (e) compliance with all applicable Laws in connection with Client's use of the Services and Client Data.

4.2 No Professional Advice. Client acknowledges that BBos does not provide tax, accounting, legal, or other professional advice. The Services are tools that Client may use to support its own professional judgment. BBos does not act as Client's advisor, consultant, or fiduciary. Client is solely responsible for: (a) its compliance with all tax, accounting, legal, regulatory, and professional obligations; (b) verifying the accuracy and adequacy of any outputs generated by the Services, including AI Outputs; (c) obtaining appropriate professional advice from qualified advisors; and (d) all professional decisions and judgments made in connection with Client's business or practice.

4.3 Client Data Ownership and License to BBos. As between the parties, Client owns all right, title, and interest in and to Client Data. Client grants to BBos a nonexclusive, worldwide, royalty-free license during the Term to host, store, transmit, display, process, and otherwise use Client Data solely as necessary to provide, maintain, secure, support, and improve the Services and any related services for Client.

4.4 Aggregated and De-Identified Data. BBos may collect and use information relating to Client's and Authorized Users' use of the Services in aggregated or de-identified form, including Aggregated Data, for any lawful business purpose, including analytics, benchmarking, product development, machine learning, artificial intelligence training, and improving BBos products and services. BBos will not disclose Aggregated Data in a form that identifies Client or any individual. To the extent any right, title, or interest exists in Aggregated Data, Client hereby irrevocably assigns and agrees to assign to BBos all right, title, and interest that Client may have in and to such Aggregated Data, and BBos shall be the sole and exclusive owner of all such Aggregated Data and all intellectual property rights therein.

4.5 Backups. Client acknowledges and agrees that the Services do not replace the need for Client to maintain regular backups or redundant archives of Client Data. BBos has no obligation to retain, store, or provide access to Client Data except as expressly set forth in these Terms. Client is solely responsible for maintaining appropriate backups of Client Data outside of the Services. BBos shall have no liability for any loss, corruption, or destruction of Client Data.

4.6 Security. BBos will maintain commercially reasonable administrative, physical, and technical safeguards designed to protect the security, confidentiality, and integrity of Client Data in BBos's possession or control. However, Client acknowledges that no security measures are perfect or impenetrable. Client is solely responsible for: (a) maintaining the confidentiality of its Account credentials; (b) all activities that occur under its Accounts; (c) implementing appropriate security measures for its own systems and networks; and (d) promptly notifying BBos of any suspected security breach.

4.7 AI and Automated Features. Client acknowledges and agrees that: (a) certain features of the Services may use artificial intelligence, machine learning, and other automated systems; (b) AI Outputs may be generated in whole or in part by automated systems and may contain errors, omissions, inaccuracies, or inconsistencies; (c) AI Outputs are provided for informational purposes only and do not constitute professional advice of any kind; (d) BBos does not guarantee that AI Outputs will be accurate, complete, reliable, current, error-free, or suitable for any particular purpose or use case; (e) Client remains solely responsible for reviewing, validating, and verifying all AI Outputs before relying on or acting upon them; (f) Client is solely responsible for any decisions or actions based on AI Outputs; and (g) BBos shall have no liability for any errors, omissions, or inaccuracies in AI Outputs or for any consequences resulting from Client's reliance on AI Outputs.

4.8 No Content Screening. Client acknowledges that BBos has no obligation to pre-screen, monitor, or review Client Data, although BBos reserves the right in its sole discretion to do so for any purpose, including to ensure compliance with these Terms, to protect BBos's interests, or as required by Law. Client has no expectation of privacy concerning Client Data transmitted through or stored in the Services.

4.9 Suspension. BBos may immediately suspend Client's or any Authorized User's access to the Services, without liability, if: (a) any undisputed fees are more than fifteen (15) days past due; (b) BBos reasonably determines that Client's or any Authorized User's use of the Services poses a security risk, violates these Terms or applicable Law, could subject BBos or any third party to liability, or could harm the Services or other customers; (c) Client or any Authorized User engages in fraudulent, abusive, or illegal activity; (d) BBos performs scheduled or emergency maintenance; or (e) BBos is required to suspend access by Law or court order. BBos will use commercially reasonable efforts to provide notice of suspension and to limit the scope and duration of any such suspension, except where doing so could pose a security risk or violate Law. Suspension does not relieve Client of its payment obligations.

5.1 Fees. Client will pay BBos the fees set forth in each Order Form or online purchase flow, in the amounts, currency, and frequency specified therein. Except as expressly stated in these Terms or an Order Form, all fees are non-cancellable and non-refundable. All fees are stated and payable in United States Dollars unless otherwise specified in an Order Form.

5.2 Taxes. All fees are exclusive of Taxes. Client is responsible for all Taxes associated with its purchases under these Terms, except for taxes based on BBos's net income, property, or employees. If BBos is required by Law to collect or remit Taxes, BBos will invoice Client for such Taxes and Client will pay them, unless Client timely provides BBos with a valid tax exemption certificate acceptable to the applicable taxing authority. If any Taxes are required to be withheld on payments to BBos, Client will pay such additional amounts as necessary to ensure that BBos receives the full amount it would have received absent such withholding. Client will provide BBos with official receipts or other evidence reasonably requested by BBos to establish that such Taxes have been paid.

5.3 Billing and Payment. Unless otherwise set forth in an Order Form: (a) BBos will charge Client in advance for recurring subscription fees and in arrears for any variable, usage-based, or overage fees; (b) Client authorizes BBos to charge any payment method on file for all fees incurred; (c) Invoices are due and payable within thirty (30) days of the invoice date; (d) Client must maintain valid payment information on file with BBos; and (e) Client will immediately notify BBos of any change in billing address or payment method.

5.4 Payment Disputes. Client must notify BBos in writing within seven (7) days after receiving an invoice or credit card statement if Client disputes any charges. Failure to notify BBos within such seven (7) day period shall constitute a waiver of any dispute regarding such charges. Billing disputes should be sent to: info@bbos.ai.

5.5 Late Payments. Any undisputed amount not paid when due will: (a) accrue interest at the lesser of one and one-half percent (1.5%) per month or the maximum rate permitted by Law, from the due date until the date payment is received in full; and (b) entitle BBos, in addition to any other rights and remedies, to suspend Services, condition future renewals on shorter payment terms, or require payment in advance.

5.6 Fee Changes. BBos may change its fees at any time for new subscriptions by posting updated pricing on its website or Services. For existing subscriptions, BBos may increase fees for any renewal term by providing written notice of such increase at least sixty (60) days prior to the start of the applicable renewal term. If Client does not wish to renew at the increased fees, Client may provide notice of non-renewal in accordance with Section 11.1 prior to the renewal date.

5.7 Free Trials and Promotions. From time to time, BBos may offer free trials or promotional access to the Services. Any such free trial or promotion: (a) must be used within the specified time period; (b) is provided "AS IS" without any warranties; (c) may be terminated by BBos at any time without notice; (d) will automatically expire at the end of the trial period unless Client purchases a paid subscription; and (e) is subject to any additional terms specified at the time of the offer. If Client is inadvertently charged following a free trial, Client should contact BBos promptly to request a refund. Client may not sign up for multiple free trials using different email addresses or accounts.

6.1 Ownership. As between the parties, BBos exclusively owns all right, title, and interest in and to the Services, Software, Documentation, Improvements, Aggregated Data, and all related intellectual property rights, including all modifications, enhancements, derivative works, and any feedback or suggestions incorporated therein. This Agreement does not grant Client any ownership rights in the Services, Software, or Documentation.

6.2 Open Source Components. The Services may include Open Source Components that are subject to separate license terms. To the extent required by the applicable open source licenses, such terms will govern the use of the corresponding Open Source Components. Nothing in these Terms limits Client's rights under such open source licenses, and nothing in such open source licenses limits BBos's rights in the Services as a whole or BBos's ownership of the Services excluding the Open Source Components.

6.3 Improvements. BBos may, in its sole discretion, make Improvements to the Services or Documentation, including updates, upgrades, error corrections, new features, or removal of features. Unless otherwise stated in an Order Form, any such Improvements that BBos makes generally available to its customers will be deemed part of the Services and subject to these Terms. BBos has no obligation to provide any particular Improvements or maintain any particular features.

6.4 Feedback. If Client or any Authorized User provides suggestions, ideas, enhancement requests, recommendations, or other feedback regarding the Services or Documentation (collectively, "Feedback"), BBos may freely use, disclose, reproduce, license, distribute, and otherwise exploit such Feedback without restriction or obligation to Client. To the extent Client has or acquires any right, title, or interest in or to any Feedback, Client hereby irrevocably assigns and agrees to assign to BBos all such right, title, and interest, including all related intellectual property rights. Client represents and warrants that it has all rights necessary to provide any Feedback and to grant the rights in this Section 6.4.

7.1 Obligations. Each receiving party will: (a) use the disclosing party's Confidential Information only as necessary to perform its obligations or exercise its rights under these Terms; (b) not disclose the disclosing party's Confidential Information to any third party, except to its employees, contractors, and professional advisors (collectively, "Representatives") who have a need to know the Confidential Information for such purposes and who are bound by confidentiality obligations at least as protective as those in these Terms; (c) protect the disclosing party's Confidential Information using at least the same degree of care it uses to protect its own similar information, but no less than a reasonable degree of care; and (d) promptly notify the disclosing party of any unauthorized use or disclosure of Confidential Information. Each party will remain responsible for any breach of this Section 7 by its Representatives.

7.2 Compelled Disclosure. The receiving party may disclose Confidential Information to the extent required by Law or court order, provided that the receiving party, to the extent legally permitted: (a) gives the disclosing party prompt written notice of such requirement; (b) cooperates with the disclosing party's reasonable efforts to seek a protective order or other remedy; and (c) discloses only the portion of Confidential Information that it is legally required to disclose.

7.3 Injunctive Relief. The parties agree that any breach or threatened breach of Section 3.3 or this Section 7 may cause irreparable harm for which monetary damages may be an inadequate remedy. In such cases, the disclosing party is entitled to seek injunctive or other equitable relief, without the need to post bond, in addition to any other remedies available at Law or in equity.

8.1 DISCLAIMER OF WARRANTIES. THE SERVICES, SOFTWARE, DOCUMENTATION, AI OUTPUTS, AND ANY RELATED SERVICES OR CONTENT ARE PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT ANY WARRANTIES OF ANY KIND. TO THE MAXIMUM EXTENT PERMITTED BY LAW, BBOS DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, QUIET ENJOYMENT, ACCURACY, AND NON-INFRINGEMENT, AND ANY WARRANTIES ARISING OUT OF COURSE OF DEALING OR USAGE OF TRADE.

8.2 NO GUARANTEE OF PERFORMANCE. BBOS DOES NOT WARRANT THAT: (a) THE SERVICES WILL MEET CLIENT'S REQUIREMENTS OR EXPECTATIONS; (b) THE SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE, ACCURATE, COMPLETE, OR ERROR-FREE; (c) ANY ERRORS IN THE SERVICES WILL BE CORRECTED; (d) THE SERVICES WILL BE FREE OF VIRUSES OR OTHER HARMFUL CODE; (e) THE RESULTS OBTAINED FROM USE OF THE SERVICES WILL BE ACCURATE, RELIABLE, OR SUITABLE FOR ANY PURPOSE; (f) AI OUTPUTS WILL BE ACCURATE, COMPLETE, OR APPROPRIATE FOR ANY USE CASE; OR (g) ANY DATA STORED IN OR TRANSMITTED THROUGH THE SERVICES WILL BE SECURE OR NOT LOST OR CORRUPTED.

8.3 THIRD-PARTY SERVICES. THE SERVICES MAY INTEGRATE WITH OR PROVIDE ACCESS TO THIRD-PARTY SERVICES, APPLICATIONS, OR CONTENT. BBOS MAKES NO WARRANTIES OR REPRESENTATIONS REGARDING ANY THIRD-PARTY SERVICES AND SHALL HAVE NO LIABILITY FOR ANY THIRD-PARTY SERVICES. CLIENT'S USE OF THIRD-PARTY SERVICES IS AT CLIENT'S SOLE RISK AND IS GOVERNED BY THE THIRD PARTY'S TERMS.

8.4 BETA FEATURES. FROM TIME TO TIME, BBOS MAY OFFER ACCESS TO FEATURES DESIGNATED AS BETA, PILOT, PREVIEW, OR EARLY ACCESS. SUCH FEATURES ARE PROVIDED FOR EVALUATION PURPOSES ONLY, MAY NOT BE SUPPORTED, MAY CONTAIN ERRORS OR DEFECTS, AND MAY BE MODIFIED OR DISCONTINUED AT ANY TIME WITHOUT NOTICE. ALL DISCLAIMERS IN THIS SECTION 8 APPLY WITH FULL FORCE TO BETA FEATURES.

8.5 ALLOCATION OF RISK. CLIENT ACKNOWLEDGES THAT THE DISCLAIMERS IN THIS SECTION 8 ARE AN ESSENTIAL BASIS OF THE AGREEMENT BETWEEN THE PARTIES AND THAT BBOS WOULD NOT PROVIDE THE SERVICES WITHOUT THESE DISCLAIMERS. CLIENT AGREES THAT IT HAS NOT RELIED ON ANY WARRANTIES, REPRESENTATIONS, OR GUARANTEES OTHER THAN THOSE EXPRESSLY SET FORTH IN THESE TERMS.

9.1 Client Indemnity. Client will indemnify, defend, and hold harmless BBos and its Affiliates, and their respective officers, directors, employees, agents, and licensors (collectively, the "BBos Parties"), from and against any third-party claims, demands, suits, or proceedings, and any resulting damages, liabilities, costs, and expenses, including reasonable attorneys' fees, arising out of or relating to: (a) Client Data, including any allegation that BBos's use of Client Data as permitted under these Terms infringes, misappropriates, or otherwise violates any third-party rights or violates any privacy or data protection Laws; (b) Client's or any Authorized User's use of the Services in violation of these Terms, the Documentation, or applicable Law; (c) Client's or any Authorized User's breach of these Terms; (d) any gross negligence or willful misconduct of Client or its Authorized Users; or (e) any dispute between Client and any Authorized User or between Client and any third party regarding access to or control over Client Data.

9.2 BBos IP Indemnity. BBos will defend Client against any third-party claim that the Services, when used by Client in accordance with these Terms and the Documentation, infringe any United States patent, copyright, or trademark, or misappropriate any trade secret of such third party, and BBos will pay any damages and costs finally awarded against Client in a final, non-appealable judgment or agreed to in settlement by BBos, to the extent arising from such claim.

9.3 Exclusions. BBos will have no obligation under Section 9.2 for any claim to the extent arising from or relating to: (a) Client Data or any third-party content, data, or materials provided by or on behalf of Client; (b) any modification of the Services by Client or any third party not authorized by BBos; (c) combination or use of the Services with any products, services, data, software, or technology not provided by BBos, if the claim would not have arisen but for such combination or use; (d) Client's continued use of the Services after BBos has notified Client to cease use due to an infringement claim or provided Client with a non-infringing alternative; (e) Client's breach of these Terms; (f) use of the Services outside the scope of the license granted in Section 3.1; or (g) use of any version of the Services other than the then-current version, if the infringement would have been avoided by use of the current version.

9.4 Mitigation. If the Services are, or in BBos's opinion are likely to be, the subject of an infringement claim, BBos may, at its option and expense: (a) obtain for Client the right to continue using the Services; (b) replace or modify the Services so that they are no longer infringing and remain materially equivalent in functionality; or (c) terminate the applicable Order Form or subscription and refund to Client any prepaid, unused fees for the affected portion of the subscription on a pro-rata basis. If BBos exercises option (c), BBos will have no further obligations under this Section 9 with respect to such infringement claim.

9.5 Exclusive Remedy. THIS SECTION 9 STATES EACH PARTY'S SOLE AND EXCLUSIVE LIABILITY, AND CLIENT'S SOLE AND EXCLUSIVE REMEDY, FOR ANY THIRD-PARTY CLAIMS ALLEGING THAT THE SERVICES OR CLIENT'S USE OF THE SERVICES INFRINGE, MISAPPROPRIATE, OR OTHERWISE VIOLATE ANY INTELLECTUAL PROPERTY RIGHT.

9.6 Indemnification Procedure. The indemnified party must: (a) promptly notify the indemnifying party in writing of any claim subject to indemnification, provided that failure to provide prompt notice will not relieve the indemnifying party of its obligations except to the extent materially prejudiced by such failure; (b) grant the indemnifying party sole control over the defense and settlement of the claim, provided that the indemnifying party may not settle any claim that imposes any admission of wrongdoing, obligation, or liability on the indemnified party without the indemnified party's prior written consent, which will not be unreasonably withheld; and (c) provide reasonable cooperation at the indemnifying party's expense. The indemnified party may participate in the defense at its own expense.

10.1 EXCLUSION OF CONSEQUENTIAL DAMAGES. TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER PARTY FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR ANY LOSS OF PROFITS, REVENUE, BUSINESS, GOODWILL, DATA, OR ANTICIPATED SAVINGS, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR IF SUCH DAMAGES WERE FORESEEABLE, AND REGARDLESS OF THE THEORY OF LIABILITY (WHETHER CONTRACT, TORT, STRICT LIABILITY, OR OTHERWISE).

10.2 CAP ON DIRECT DAMAGES. TO THE MAXIMUM EXTENT PERMITTED BY LAW, BBOS'S AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THESE TERMS, ANY ORDER FORM, OR THE SERVICES, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR OTHERWISE, WILL NOT EXCEED THE TOTAL AMOUNTS ACTUALLY PAID BY CLIENT TO BBOS UNDER THE APPLICABLE ORDER FORM DURING THE SUBSCRIPTION PERIOD IN WHICH THE EVENT GIVING RISE TO THE CLAIM OCCURRED. IF CLIENT HAS NOT PAID ANY FEES DURING SUCH SUBSCRIPTION PERIOD, OR IF CLIENT IS USING THE SERVICES PURSUANT TO A FREE TRIAL OR PROMOTIONAL OFFER, BBOS'S AGGREGATE LIABILITY SHALL NOT EXCEED FIFTY UNITED STATES DOLLARS (USD $50.00).

10.3 Exceptions. The limitations in this Section 10 will not apply to: (a) Client's payment obligations under Section 5; (b) Client's indemnification obligations under Section 9.1; (c) either party's liability for willful misconduct; (d) either party's breach of Section 7 (Confidentiality); or (e) liabilities that cannot be limited by Law.

10.4 Allocations of Risk. The parties agree that the limitations and exclusions of liability in these Terms are a fundamental basis of the bargain between the parties and reflect an informed, voluntary allocation of risk. These limitations have been taken into account in setting the fees for the Services. The parties agree that these limitations will apply even if any limited remedy in these Terms is found to have failed of its essential purpose.

10.5 NATURE OF CLAIMS AND FAILURE OF ESSENTIAL PURPOSE. THE LIMITATIONS OF LIABILITY IN THIS SECTION 10 SHALL APPLY REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR OTHERWISE, AND WILL SURVIVE AND APPLY EVEN IF ANY LIMITED REMEDY SPECIFIED IN THESE TERMS IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE.

11.1 Term. These Terms become effective on the date Client first accepts them or first accesses or uses the Services, whichever occurs earlier, and will continue in effect until all subscriptions under these Terms have expired or been terminated (the "Term"). Each subscription will have an initial term specified in the applicable Order Form or online purchase flow and will automatically renew for successive terms of equal length, unless either party provides written notice of non-renewal at least thirty (30) days before the end of the then-current term, or such other period stated in the Order Form. For annual subscriptions, BBos will provide notice of the pending renewal at least thirty (30) days prior to the renewal date.

11.2 Termination for Cause. Either party may terminate a subscription or these Terms upon written notice if the other party: (a) materially breaches these Terms or the applicable Order Form and fails to cure such breach within thirty (30) days after receiving written notice describing the breach in reasonable detail (or ten (10) days for payment breaches); or (b) becomes insolvent, files for bankruptcy, has a receiver appointed over its assets, makes an assignment for the benefit of creditors, or experiences a similar event under applicable Law.

11.3 Termination by BBos. In addition to BBos's rights under Section 11.2, BBos may immediately terminate any subscription or these Terms without notice if: (a) Client or any Authorized User engages in fraudulent, abusive, or illegal activity; (b) Client breaches Sections 3.3, 6, or 7; (c) BBos is required to terminate by Law; or (d) provision of the Services becomes unlawful or impractical.

11.4 Effect of Termination or Expiration. Upon expiration or termination of a subscription or these Terms for any reason: (a) all rights and licenses granted to Client under the terminated subscription or these Terms will immediately terminate; (b) Client will immediately stop using the applicable Services and will cause all Authorized Users to stop using them; (c) except as expressly provided otherwise, all amounts owed by Client under these Terms will become immediately due and payable; (d) each party will return or destroy all Confidential Information of the other party in its possession or control, except as required by Law or to the extent stored in archival or backup systems, which will remain subject to the confidentiality obligations in Section 7; and (e) Sections that by their nature should survive will survive.

11.5 No Subsequent Registration. If Client's access to the Services is terminated by BBos due to Client's violation of these Terms, Client agrees that: (a) Client will not attempt to re-register for or access the Services through use of a different account, email address, or otherwise; (b) Client will not be entitled to receive a refund of any fees; and (c) BBos reserves the right to immediately take any actions set forth in Section 4.9 without notice if Client violates this Section 11.5.

11.6 Data Export. During the Term and for thirty (30) days after termination or expiration of the applicable subscription (the "Export Period"), Client may export Client Data from the Services using any export capabilities made available by BBos. After the Export Period, BBos has no obligation to maintain or provide any Client Data and may delete or destroy Client Data in its possession, subject to BBos's legal and regulatory obligations. Upon Client's written request within ninety (90) days after termination, BBos will confirm in writing that such deletion or destruction has occurred, provided Client has paid all outstanding fees.

11.7 Service Discontinuance. BBos reserves the right to discontinue the Services or any features thereof at any time. If BBos discontinues the Services entirely and ceases operations: (a) BBos will provide Client with at least ninety (90) days' notice, if commercially practicable; (b) Client will be able to request export of Client Data during such notice period; (c) BBos will refund any prepaid fees for Services not yet provided on a pro-rata basis; and (d) BBos will have no other liability to Client for such discontinuance.

11.8 Survival. The following provisions will survive any expiration or termination of these Terms: Sections 1 (Definitions), 2.5 (Administrator Access), 2.7 (No Account Ownership), 3.3 (Use Restrictions), 3.5 (Reservation of Rights), 4.2 (No Professional Advice), 4.3 (Client Data Ownership and License), 4.4 (Aggregated Data), 4.5 (Backups), 4.7 (AI Disclaimers), 5 (Fees, Billing, and Taxes), 6 (Proprietary Rights), 7 (Confidentiality), 8 (Disclaimers), 9 (Indemnification), 10 (Limitation of Liability), 11.4 through 11.8 (Effect of Termination, Data Export, Survival), 12 (Compliance), and 13 (Governing Law and Dispute Resolution), and any other provisions that by their nature are intended to survive.

12.1 Compliance with Laws. Each party will comply with all applicable Laws in connection with its performance under these Terms. Client is solely responsible for determining whether the Services are appropriate for use under any Laws applicable to Client's business or industry.

12.2 Export Control. The Services, Software, Documentation, and related technical data may be subject to export control and sanctions Laws, including those of the United States. Each party will comply with all such Laws in connection with these Terms. Client will not, and will not permit any Authorized User or third party to, directly or indirectly export, re-export, or release the Services, Software, Documentation, or any related technology: (a) to any jurisdiction, person, or entity prohibited by applicable Laws, including any jurisdiction subject to U.S. embargo or designated as a "terrorist supporting" country; (b) to anyone on the U.S. Treasury Department's list of Specially Designated Nationals, the U.S. Department of Commerce's Denied Persons List or Entity List, or any similar list maintained by applicable authorities; or (c) for any purpose prohibited by applicable Laws, including the development, design, manufacture, or production of nuclear, chemical, or biological weapons. Client represents and warrants that neither Client nor any Authorized User is located in, or a national or resident of, any such restricted jurisdiction or is listed on any such restricted party list.

12.3 Anti-Corruption. Each party represents and warrants that: (a) it has not received or been offered any illegal or improper bribe, kickback, payment, gift, or item of value from any employee or agent of the other party in connection with these Terms; (b) it has not and will not violate any applicable anti-corruption or anti-bribery Laws, including the U.S. Foreign Corrupt Practices Act and the U.K. Bribery Act 2010; and (c) it will maintain policies and procedures designed to ensure compliance with such Laws.

12.4 Government Use. If Client is a U.S. government entity or if use of the Services is for U.S. government purposes, the Services constitute "Commercial Computer Software" and "Commercial Computer Software Documentation" as defined in FAR 12.212 and DFARS 227.7202. Use, duplication, and disclosure of the Services by the U.S. government is subject to the restrictions set forth in these Terms.

13.1 Governing Law. These Terms and all claims or disputes arising out of or related to these Terms, their subject matter, or their formation, including non-contractual claims or disputes, will be governed by and construed in accordance with the Laws of the State of California, without regard to its conflict of laws rules. The United Nations Convention on Contracts for the International Sale of Goods does not apply to these Terms.

13.2 Informal Resolution. Before initiating formal dispute resolution, a party must provide written notice of the dispute to the other party, including a description of the dispute, all relevant documents or information, and the proposed resolution. The parties will make good faith efforts to resolve the dispute through discussions between executives with decision-making authority over a period of at least thirty (30) days.

13.3 Mediation. If the dispute is not resolved under Section 13.2, the parties will attempt in good faith to resolve the dispute by non-binding mediation before a mutually agreed mediator in Los Angeles County, California. The mediation will be conducted in accordance with the mediation procedures of JAMS or another mutually agreed alternative dispute resolution provider. Each party will bear its own costs of mediation and will share equally the mediator's fees. Either party may terminate mediation at any time after the first mediation session.

13.4 Arbitration. Except for claims seeking injunctive or equitable relief or to enforce an arbitration award, any dispute arising out of or relating to these Terms that is not resolved under Sections 13.2 and 13.3 will be finally resolved by binding arbitration administered by JAMS (or if JAMS is unavailable, the American Arbitration Association) under its Commercial Arbitration Rules then in effect. The arbitration will be conducted: (a) by a single arbitrator mutually agreed upon by the parties or, if the parties cannot agree, selected in accordance with the applicable arbitration rules; (b) in English; (c) in Los Angeles County, California, unless the parties agree otherwise; and (d) in accordance with the Federal Arbitration Act. The arbitrator's award will be final and binding, and judgment on the award may be entered in any court of competent jurisdiction. Each party will bear its own attorneys' fees and costs unless the arbitrator awards such fees and costs to the prevailing party. The arbitrator will have authority to grant any remedy or relief that would be available in court, except that the arbitrator may not award punitive or exemplary damages except to the extent permitted by these Terms.

13.5 Class Action Waiver. TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE PARTIES AGREE THAT ANY ARBITRATION OR LITIGATION WILL BE CONDUCTED ONLY ON AN INDIVIDUAL BASIS AND NOT IN A CLASS, CONSOLIDATED, OR REPRESENTATIVE ACTION. THE PARTIES EXPRESSLY WAIVE ANY RIGHT TO FILE, JOIN, OR PARTICIPATE IN A CLASS ACTION OR TO SEEK RELIEF ON A CLASS, COLLECTIVE, OR REPRESENTATIVE BASIS. IF ANY COURT OR ARBITRATOR DETERMINES THAT THE CLASS ACTION WAIVER SET FORTH IN THIS SECTION IS VOID OR UNENFORCEABLE FOR ANY REASON, OR THAT AN ARBITRATION CAN PROCEED ON A CLASS BASIS, THEN THE ARBITRATION PROVISIONS SET FORTH ABOVE SHALL BE DEEMED NULL AND VOID IN THEIR ENTIRETY AND THE PARTIES SHALL BE DEEMED TO HAVE NOT AGREED TO ARBITRATE DISPUTES.

13.6 Waiver of Jury Trial. TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE PARTIES HEREBY WAIVE THEIR CONSTITUTIONAL AND STATUTORY RIGHTS TO GO TO COURT AND HAVE A TRIAL IN FRONT OF A JUDGE OR A JURY. THE PARTIES INSTEAD ELECT THAT ALL CLAIMS AND DISPUTES SHALL BE RESOLVED BY ARBITRATION UNDER THIS SECTION 13. IN THE EVENT ANY LITIGATION SHOULD ARISE IN ANY COURT (NOTWITHSTANDING THIS ARBITRATION AGREEMENT) IN A SUIT TO VACATE OR ENFORCE AN ARBITRATION AWARD OR OTHERWISE, YOU AND BBOS WAIVE ALL RIGHTS TO A JURY TRIAL AND INSTEAD ELECT THAT THE DISPUTE BE RESOLVED BY A JUDGE.

13.7 Confidentiality of Proceedings. All aspects of any arbitration or mediation, including any rulings, decisions, or awards, will be confidential, except: (a) to the extent disclosure is required by Law; (b) to enforce an arbitration award; or (c) as necessary to seek injunctive or equitable relief in court.

13.8 Injunctive Relief and Jurisdiction. Notwithstanding the arbitration provisions in Section 13.4, either party may seek injunctive or other equitable relief at any time in any court of competent jurisdiction, including the state and federal courts located in Los Angeles County, California, to: (a) protect its intellectual property rights or Confidential Information; (b) enforce Sections 3.3, 6, or 7; or (c) prevent irreparable harm. Each party irrevocably submits to the exclusive jurisdiction and venue of such courts for these limited purposes and waives any objection to such jurisdiction or venue.

13.9 Time Limit. Any claim or cause of action arising out of or related to these Terms must be brought within one (1) year after the claim or cause of action accrues, or it will be permanently barred. For purposes of this Section, a claim accrues when the party knew or should have known of the facts giving rise to the claim.

14.1 Updates. BBos may modify these Terms from time to time by posting updated Terms on its website or within the Services and updating the "Last Updated" date. BBos may also provide additional notice of material changes by email to the address associated with Client's Account or by prominent notice within the Services.

14.2 Acceptance of Changes. Changes will become effective: (a) immediately upon posting for new users or new subscriptions; (b) thirty (30) days after posting or notice for existing subscriptions, unless BBos specifies a different effective date; or (c) immediately if required by Law or to address a security risk. If Client does not agree to the updated Terms, Client must stop using the Services before the changes become effective. Client's continued use of the Services after the effective date of any changes constitutes acceptance of the updated Terms.

14.3 Order Form Precedence. Any updates to these Terms will not affect the commercial terms expressly stated in an existing Order Form during the then-current term of such Order Form, unless the Order Form expressly states otherwise or unless required by Law.

15.1 Independent Contractors. The parties are independent contractors. Nothing in these Terms creates a partnership, joint venture, agency, employment, or fiduciary relationship between the parties. Neither party has authority to bind the other party or to make commitments on the other party's behalf without the other party's prior written consent.

15.2 Assignment. Client may not assign, delegate, or transfer these Terms, in whole or in part, by operation of Law or otherwise, without BBos's prior written consent, which may be withheld in BBos's sole discretion. BBos may assign these Terms, in whole or in part, without Client's consent: (a) to any Affiliate; (b) in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of BBos's assets; or (c) to any successor entity. Any assignment in violation of this Section 15.2 is void. Subject to the foregoing, these Terms will bind and benefit the parties and their respective permitted successors and assigns.

15.3 Force Majeure. Neither party will be liable for any delay or failure to perform its obligations under these Terms (other than payment obligations) due to any cause beyond its reasonable control, including acts of God, natural disasters, war, terrorism, civil unrest, labor disputes, strikes, epidemics, pandemics, government actions, power or internet failures, or failures of third-party service providers (a "Force Majeure Event"). If a Force Majeure Event occurs: (a) the affected party will promptly notify the other party; (b) the affected party's obligations will be suspended for the duration of the Force Majeure Event; and (c) the affected party will use commercially reasonable efforts to mitigate the effects of the Force Majeure Event. If a Force Majeure Event prevents BBos from providing the Services for more than sixty (60) consecutive days, Client may terminate the affected subscription upon written notice and receive a pro-rata refund of any prepaid fees for the unused portion of the subscription term.

15.4 Entire Agreement; Order of Precedence. These Terms, together with all Order Forms and any exhibits or addenda expressly incorporated by reference, constitute the entire agreement between the parties regarding the subject matter hereof and supersede all prior and contemporaneous agreements, proposals, representations, or understandings, written or oral, concerning such subject matter. In the event of any conflict: (a) an Order Form will control over these Terms solely with respect to the commercial terms expressly stated in such Order Form (such as pricing, subscription tier, number of Authorized Users, and term); (b) these Terms will control over any purchase order, vendor form, or other Client procurement document; and (c) any additional or conflicting terms in purchase orders or other Client documents are hereby rejected and will have no effect.

15.5 Amendments and Waivers. Except as provided in Section 14 (Changes to these Terms), any amendment, modification, or waiver of any provision of these Terms must be in writing and signed or otherwise approved by authorized representatives of both parties. No waiver of any breach will be deemed a waiver of any other or subsequent breach. Any waiver must be in writing and signed by the waiving party.

15.6 Severability. If any provision of these Terms is held invalid, illegal, or unenforceable by a court of competent jurisdiction, such provision will be modified and interpreted to accomplish the objectives of such provision to the greatest extent possible under applicable Law, and the remaining provisions will remain in full force and effect, so long as the essential purpose of these Terms is not frustrated.

15.7 Notices. All notices under these Terms must be in writing and will be deemed given: (a) when delivered personally or by a nationally recognized overnight courier service; (b) three (3) business days after being sent by certified or registered mail, return receipt requested; or (c) when sent by email to the address associated with the recipient's Account (for notices to Client) or to the address below (for notices to BBos), provided that the sender receives an acknowledgment of receipt. Notices to BBos should be sent to: BBos Holdings, LLC Attn: Legal Department 612 S. Cochran Ave. #409 Los Angeles, CA 90036 Email: info@bbos.ai

15.8 No Third-Party Beneficiaries. There are no third-party beneficiaries to these Terms. These Terms do not and are not intended to confer any rights or remedies upon any person other than the parties hereto.

15.9 Language. It is the express wish of the parties that these Terms and all related documents have been drawn up in English. C'est la volonté expresse des parties que la présente convention ainsi que les documents qui s'y rattachent soient rédigés en anglais.

15.10 Interpretation. The headings in these Terms are for convenience only and will not affect their interpretation. As used in these Terms, "including" means "including without limitation." The words "herein," "hereof," and "hereunder" refer to these Terms as a whole. The word "will" has the same meaning as "shall."

15.11 Electronic Communications and Signatures. Client consents to receive communications from BBos in electronic form, including via email or by posting notices within the Services or on BBos's website. Client agrees that all agreements, notices, disclosures, and other communications that BBos provides electronically satisfy any legal requirement that such communications be in writing. Electronic signatures and electronic records will have the same legal effect as physical signatures and records.

15.12 Publicity. BBos may identify Client as a customer of BBos and may use Client's name and logo on BBos's website, in marketing materials, and in customer lists, subject to any reasonable trademark usage guidelines provided by Client. Client may revoke this permission at any time by providing written notice to BBos, and BBos will cease such use within thirty (30) days.

15.13 Government Rights. If Client is a U.S. government entity or if use of the Services is for U.S. government purposes, the provisions of Section 12.4 apply.

15.14 Equitable Relief. Client acknowledges that any breach or threatened breach of Sections 3.3, 6, or 7 may cause irreparable harm to BBos for which monetary damages would be an inadequate remedy. Accordingly, BBos will be entitled to seek equitable relief, including injunction and specific performance, in the event of any such breach or threatened breach, without the need to post bond and without prejudice to any other rights or remedies BBos may have.

15.15 Costs of Enforcement. If BBos is required to engage legal counsel or take other action to enforce these Terms or collect amounts owed by Client, Client will reimburse BBos for all reasonable costs and expenses incurred, including reasonable attorneys' fees.

15.16 Counterparts. These Terms and any Order Form may be executed in counterparts, each of which will be deemed an original and all of which together will constitute one and the same instrument.

If you have questions about these Terms, please contact us at info@bbos.ai.

By using the Services, you acknowledge that you have read these Terms, understand them, and agree to be bound by them.