Terms and Conditions

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 acknowledge, understand, and agree that:

1. Such Entity and its Administrator(s) are granted permission to access, use, download, export, disclose, share, restrict, and/or remove Client Data associated with that email address;
2. The Entity may: (i) utilize third-party applications in connection with the Services and grant such applications access to Client Data; (ii) restrict or terminate access to Client Data associated with the Entity's domain; (iii) exercise control over such Client Data in accordance with the Entity's policies; and (iv) access communications and activity logs associated with such email address;
3. BBos may be required to comply with the Entity's instructions regarding such Client Data, which may supersede Client's instructions;
4. Client and Authorized Users should carefully consider associating personal or confidential content with Entity-provided email addresses rather than personal email addresses; and
5. BBos has no liability for any Entity's exercise of its rights under this Section 2.5 or for any disputes between Client, Authorized Users, and any Entity regarding access to or control over Client Data.

2.6 Account Restrictions. Client agrees that it will not, and will not permit any Authorized User to:

1. Create more than one Account for the same entity or individual, except as expressly authorized by BBos;
2. Create an Account using false, misleading, or inaccurate identity or information;
3. Create an Account if Client or any Authorized User has been previously removed, banned, or suspended by BBos;
4. Share, sell, rent, or transfer Account access to any third party;
5. Use another person's Account without permission; or
6. Circumvent or attempt to circumvent any account-based limitations, restrictions, or controls imposed by BBos.

3.3 Use Restrictions. Client shall not, and shall not permit any Authorized User or third party to:

1. Rent, lease, sell, sublicense, assign, distribute, publish, transfer, or otherwise make available the Services or Documentation to any third party, or provide access to the Services on a service bureau, time-sharing, application service provider, or similar basis;
2. Reverse engineer, disassemble, decompile, or otherwise attempt to derive or obtain the source code, underlying ideas, algorithms, file formats, 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 prior written notice to BBos and provide BBos an opportunity to address Client's needs;
3. Modify, adapt, translate, or create derivative works of the Services, Software, or Documentation;
4. Remove, obscure, or alter any proprietary notices, disclaimers, legends, or copyright notices appearing in or on the Services, Software, or Documentation;
5. Use the Services in violation of any Law or in a manner that infringes, misappropriates, or otherwise violates any third-party rights, including intellectual property rights, privacy rights, publicity rights, or confidentiality obligations;
6. Use the Services to develop, train, validate, benchmark, test, or improve any product or service that competes with the Services or any other BBos product or service, or use the Services for competitive analysis or benchmarking without BBos's prior written consent;
7. Circumvent or attempt to circumvent any security measures, access controls, usage limitations, rate limits, or technological protection measures in the Services, or probe, scan, or test the vulnerability of the Services or BBos's systems;
8. Introduce, upload, or transmit any malware, virus, worm, trojan horse, time bomb, spyware, ransomware, or other harmful, malicious, or destructive code into the Services or BBos's systems;
9. Use the Services outside the Permitted Use, beyond the scope expressly licensed in these Terms or the applicable Order Form, or in excess of the authorized number of Authorized Users;
10. Use any manual or automated software, devices, scripts, robots, spiders, scrapers, crawlers, data mining tools, or other processes to "scrape," download, index, or harvest data from the Services, or to overwhelm or place unreasonable load on BBos's infrastructure;
11. Use the Services to build, train, or improve a similar, competing, or substitute product or service;
12. Frame or utilize framing techniques to enclose any BBos trademark, logo, or other proprietary information, or deep-link to the Services without express written permission;
13. Use any metatags or other "hidden text" using BBos's name, trademarks, or service marks;
14. Access or use features, functionality, or capacity associated with a Subscription Tier that Client has not purchased, unless expressly authorized by BBos in writing;
15. Copy, reproduce, distribute, or publicly display any portion of the Services or Documentation, except as expressly permitted in these Terms;
16. Interfere with or disrupt the integrity or performance of the Services or BBos's systems, or attempt to gain unauthorized access to the Services or BBos's systems;
17. Use the Services to transmit, distribute, or store any illegal, fraudulent, defamatory, obscene, or otherwise unlawful content;
18. Use the Services in any manner that could damage, disable, overburden, or impair BBos's servers or networks;
19. Attempt to decipher, decompile, disassemble, or reverse engineer any of the software comprising or in any way making up a part of the Services; or
20. Encourage, assist, or enable any third party to do any of the foregoing.

3.4 Subscription Tier Compliance.

1. Client agrees to use only the features, functionality, storage capacity, number of Authorized Users, and other resources associated with Client's purchased Subscription Tier as specified in the applicable Order Form.
2. If Client accesses or uses features, functionality, or capacity outside the boundaries of Client's current Subscription Tier, or exceeds the authorized number of Authorized Users, Client agrees that: (i) BBos may automatically upgrade Client's subscription to the appropriate higher Subscription Tier; (ii) Client will be charged the applicable fees associated with such higher Subscription Tier, effective retroactively from the date such features were first accessed, functionality was first used, or additional users were first added; and (iii) such charges will be in addition to any other fees owed.
3. BBos will provide notice of any such automatic upgrade and associated charges, but Client's use of higher-tier features or excess capacity constitutes Client's acceptance of the upgrade and agreement to pay the associated fees.
4. If Client disputes an automatic upgrade, Client must notify BBos in writing within seven (7) days of receiving notice of the upgrade, and the parties will work in good faith to resolve the dispute.

4.1 Client Responsibilities - General. Client is solely responsible for:

1. The accuracy, quality, legality, and integrity of Client Data and the means by which Client acquires, collects, and uses Client Data;
2. Obtaining all rights, licenses, consents, permissions, and authorizations necessary for BBos to receive, process, store, transmit, and use Client Data as contemplated in these Terms, including all necessary consents from data subjects under applicable privacy laws;
3. Properly configuring and using the Services in accordance with the Documentation, these Terms, and Client's own business needs;
4. All decisions made, actions taken, and advice provided by Client based on reports, analyses, AI Outputs, or other information obtained from or generated by the Services;
5. Ensuring the security and confidentiality of Client's Account credentials, systems, and networks;
6. Training Authorized Users on proper and lawful use of the Services;
7. Monitoring Authorized Users' use of the Services and ensuring their compliance with these Terms and applicable Laws;
8. Compliance with all applicable Laws in connection with Client's use of the Services, Client Data, and Client's business operations, including but not limited to employment laws, privacy laws, e-signature laws, financial regulations, communications laws, and professional regulations;
9. Implementing and maintaining appropriate written policies governing Client's use of the Services, particularly with respect to employee monitoring, data privacy, and records retention;
10. Independently verifying the accuracy, completeness, and suitability of all outputs, reports, and recommendations generated by the Services before relying on them or using them in business decisions;
11. Maintaining adequate insurance coverage, including but not limited to professional liability insurance, cyber liability insurance, and errors and omissions insurance;
12. Maintaining regular backups of Client Data outside of the Services; and
13. Promptly notifying BBos of any: (i) suspected security breach or unauthorized access; (ii) misuse of the Services; (iii) errors or inaccuracies discovered in the Services; or (iv) changes in Client's business that may affect its use of the Services.

4.2 No Professional Advice - Critical Disclaimer. CLIENT ACKNOWLEDGES, UNDERSTANDS, AND AGREES THAT:

1. BBos Is a Software Provider Only. BBos provides software tools and technology solutions. BBos is not, and does not purport to be, any of the following:
   • A professional services firm
   • An accounting firm, CPA, or financial advisor
   • A law firm or provider of legal services
   • A tax advisor or tax preparation service
   • A human resources consultant or employment agency
   • A business consultant or management advisor
   • A fiduciary or agent of Client
2. No Professional Services. The Services are tools that Client may use to support and facilitate Client's own professional judgment, analysis, and decision-making. The Services do not, and are not intended to, provide professional advice or services of any kind, including:
   • Tax advice, tax planning, or tax preparation services
   • Accounting advice or accounting services
   • Legal advice or legal opinions
   • HR or employment advice
   • Investment or financial planning advice
   • Regulatory compliance advice
   • Business strategy or management consulting
3. Client Remains Solely Responsible. Client is and remains solely responsible for:
   • All professional judgments, decisions, and advice provided by Client to Client's own clients or customers
   • Compliance with all professional standards, codes of conduct, and licensing requirements applicable to Client's profession or industry
   • Compliance with all tax, accounting, legal, regulatory, employment, and professional obligations
   • Verifying the accuracy, completeness, and adequacy of any outputs, reports, calculations, analyses, or recommendations generated by the Services
   • Exercising independent professional judgment in all matters
   • Obtaining appropriate professional advice from qualified and licensed advisors (such as CPAs, attorneys, tax professionals, or HR consultants) when necessary
   • All consequences of decisions made or actions taken based on information from the Services
4. Specific Feature Disclaimers:

   QuickBooks Integration and Accounting Features:

   • BBos is not an accounting firm and does not provide accounting services
   • The QuickBooks integration, financial reports, and data synchronization features are tools only
   • BBos does not and cannot:
     • Verify the accuracy or completeness of financial data imported from QuickBooks or other sources
     • Ensure proper accounting categorization or treatment of transactions
     • Provide assurance that financial reports comply with GAAP, IFRS, or other accounting standards
     • Guarantee the accuracy of reconciliations or financial analyses
     • Advise on proper accounting methods or practices
   • Client must review, verify, and validate all financial data and reports
   • Client must consult qualified CPAs or accounting professionals for accounting matters

   Document Scanner and OCR Features:

   • AI-powered document scanning and optical character recognition (OCR) may contain errors
   • Extracted data may be incomplete, inaccurate, or require correction
   • Client must manually review and verify all extracted data before using it for any purpose
   • BBos has no liability for errors in extracted data or decisions based on such data

   Pricing Calculator:

   • Pricing recommendations are estimates only and do not constitute professional pricing advice
   • Calculations are based on algorithms and may not account for all relevant factors in Client's business
   • Client must independently determine appropriate pricing for Client's services
   • Client should consult financial advisors or business consultants for pricing strategy

   AI-Generated Outputs (See Section 4.7 for additional AI disclaimers):

   • All AI-generated content, recommendations, and analyses are provided for informational purposes only
   • AI Outputs do not constitute professional advice of any kind
   • Client must independently verify all AI Outputs before relying on them

   Time Tracking and Billing Features:

   • Client is responsible for compliance with billing regulations and client billing agreements
   • Client must verify the accuracy of time entries and billings
   • BBos does not advise on appropriate billing practices or rates

   Recruitment Features:

   • BBos does not provide HR consulting or employment law advice
   • Client is solely responsible for compliance with employment laws and non-discriminatory hiring practices
   • Client must conduct its own due diligence on all candidates

   Document Signing Features (See Section 4.8 for additional disclaimers):

   • BBos does not advise on the legal enforceability of electronically signed documents
   • Client must ensure compliance with applicable e-signature laws
5. No Reliance on BBos. Client agrees that:
   • Client will not rely on the Services, or any outputs generated by the Services, as a substitute for professional advice
   • Client will not represent or suggest to any third party that BBos has provided, endorsed, or approved any professional advice or services
   • BBos's provision of the Services does not create any advisory, consulting, or fiduciary relationship between BBos and Client
6. Professional Consultation Required. Client acknowledges that:
   • Software tools cannot replace professional judgment, expertise, or advice
   • Client must consult with appropriately qualified and licensed professionals (CPAs, attorneys, tax advisors, HR consultants, etc.) for professional matters
   • Failure to obtain appropriate professional advice may result in errors, omissions, regulatory violations, financial losses, or legal liability for which BBos has no responsibility
7. No Liability for Professional Matters. BBos has no liability whatsoever for:
   • Client's professional decisions, judgments, or advice
   • Financial losses resulting from business decisions made using the Services
   • Tax penalties, interest, or audit findings
   • Accounting errors or financial misstatements
   • Legal or regulatory violations
   • Employment claims or HR issues
   • Professional malpractice claims against Client
   • Any consequences of Client's failure to obtain appropriate professional advice

CLIENT REPRESENTS AND WARRANTS that Client understands and accepts full responsibility for all professional aspects of Client's business and will not hold BBos responsible for matters requiring professional judgment or expertise.

4.3 Client Data Ownership and License to BBos.

1. Client Ownership. As between the parties, Client retains all right, title, and interest in and to Client Data, including all intellectual property rights therein.
2. License to BBos. Client grants to BBos a nonexclusive, worldwide, royalty-free license during the Term to: (i) host, store, transmit, display, process, reproduce, modify, and otherwise use Client Data solely as necessary to provide, maintain, secure, support, improve, and enhance the Services for Client; (ii) create Aggregated Data from Client Data as set forth in Section 4.4; and (iii) use Client Data to train, improve, and develop artificial intelligence and machine learning models as set forth in Section 4.4, provided such use is in de-identified or aggregated form.
3. Client Representations. Client represents and warrants that: (i) Client has obtained all necessary rights, licenses, consents, and permissions to provide Client Data to BBos and to grant the licenses in this Section 4.3; (ii) Client Data does not infringe, misappropriate, or violate any third-party intellectual property rights, privacy rights, or other rights; and (iii) Client's provision of Client Data to BBos complies with all applicable Laws, including privacy laws and data protection regulations.

4.4 Aggregated Data and AI Training.

1. Creation and Use of Aggregated Data. BBos may collect, use, process, and analyze information relating to Client's and Authorized Users' use of the Services, and may aggregate, de-identify, and anonymize such information and Client Data to create Aggregated Data. BBos may use Aggregated Data for any lawful business purpose, including:
   • Analytics and statistical analysis
   • Benchmarking and industry reports
   • Product development and improvement
   • Machine learning and artificial intelligence model training and improvement
   • Research and development
   • Marketing and business development
   • Improving BBos's products and services
2. Aggregated Data Standards. BBos will create and use Aggregated Data in accordance with applicable Laws and industry standards for de-identification and anonymization. BBos will not disclose Aggregated Data in a form that identifies or could reasonably be used to identify Client, any Authorized User, or any individual.
3. AI Model Training. Client acknowledges and agrees that BBos may use Client Data, in de-identified or aggregated form that does not identify Client or any individual, to train, develop, test, and improve artificial intelligence and machine learning models, algorithms, and features that are incorporated into or used by the Services or other BBos products. Client further acknowledges that:
   • Such AI training is essential to improving the accuracy, performance, and capabilities of AI features in the Services
   • AI models trained on aggregated data may generate outputs for other BBos customers
   • Once data is incorporated into AI models in aggregated form, it cannot practically be extracted or deleted from such models
   • Client will not have any ownership rights in AI models or outputs generated by such models for other customers
4. Ownership of Aggregated Data. To the extent any right, title, or interest exists in Aggregated Data or AI models trained on 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 AI models, and BBos shall be the sole and exclusive owner of all such Aggregated Data, AI models, and all intellectual property rights therein.
5. Opt-Out for Sensitive Data. If Client processes highly sensitive data (such as health information subject to HIPAA, financial data subject to GLBA, or classified government information) and wishes to opt out of having such data used for AI training purposes, Client must: (i) notify BBos in writing; (ii) clearly label such data within the Services; and (iii) execute a separate addendum with BBos governing the treatment of such sensitive data. Standard de-identified usage for AI training will apply unless Client has executed such an addendum.

4.5 Backups and Data Preservation.

1. Client Backup Obligation. Client acknowledges and agrees that:
   • The Services do not replace the need for Client to maintain regular, independent backups or redundant archives of Client Data
   • Client is solely responsible for maintaining appropriate backups of Client Data outside of the Services
   • Client should implement a backup strategy appropriate to the importance and sensitivity of Client Data
   • BBos's provision of data storage as part of the Services does not constitute a backup service
2. No BBos Backup Obligation. BBos has no obligation to retain, store, back up, or provide access to Client Data except as expressly set forth in these Terms or as required by Law. While BBos may maintain backups for its own disaster recovery purposes, such backups:
   • Are for BBos's internal use only
   • Are not guaranteed to be available to Client
   • May not be current or complete
   • May be deleted at any time in accordance with BBos's data retention policies
3. No Liability for Data Loss. BBos shall have no liability for any loss, corruption, destruction, damage, or unavailability of Client Data, regardless of cause. Client waives any claims against BBos arising from data loss, and Client's sole remedy for data loss is to restore data from Client's own backups.
4. Data Retention by BBos. BBos may retain Client Data in accordance with its data retention policies and applicable Laws, but has no obligation to retain Client Data for any specific period except as expressly stated in Section 11.6 (Export Period).

4.6 Security.

1. BBos Security Measures. BBos will implement and maintain commercially reasonable administrative, physical, and technical safeguards designed to: (i) protect the security, confidentiality, and integrity of Client Data in BBos's possession or control; (ii) protect against anticipated threats or hazards to the security or integrity of Client Data; and (iii) protect against unauthorized access to or use of Client Data. BBos's current security measures are described in BBos's Security Documentation, available upon request.
2. Security Limitations. Client acknowledges and agrees that:
   • No security measures are perfect, impenetrable, or guaranteed to prevent all security incidents
   • The Services are delivered over the internet and are subject to inherent security risks
   • BBos cannot guarantee that unauthorized third parties will never be able to defeat BBos's security measures or use Client Data for improper purposes
   • Client uses the Services at Client's own risk with respect to security
3. Client Security Responsibilities. Client is solely responsible for:
   • Maintaining the strict confidentiality of all Account credentials, passwords, API keys, and authentication mechanisms
   • All activities that occur under Client's Accounts, whether or not authorized by Client
   • Implementing and maintaining appropriate security measures for Client's own systems, networks, and devices used to access the Services
   • Ensuring that Authorized Users follow appropriate security practices
   • Promptly notifying BBos of any suspected or actual security breach, unauthorized access, or misuse of the Services
   • Responding to and mitigating any security incidents affecting Client's systems
4. Security Incidents. In the event BBos becomes aware of a security incident that affects the security, confidentiality, or integrity of Client Data, BBos will:
   • Promptly investigate the incident
   • Take commercially reasonable steps to mitigate and remediate the incident
   • Notify Client in accordance with applicable Laws and BBos's policies
   • Cooperate with Client's reasonable investigation of the incident
   • Provide Client with information about the incident as required by applicable Laws

   However, BBos has no liability for security incidents except as expressly set forth in Section 10 (Limitation of Liability), and Client acknowledges that security incidents may occur despite BBos's reasonable security measures.

4.7 AI and Automated Features - Critical Disclaimers.

CLIENT ACKNOWLEDGES, UNDERSTANDS, AND EXPRESSLY AGREES THAT:

1. AI Features Included. Certain features of the Services use, incorporate, or rely upon artificial intelligence, machine learning, large language models, natural language processing, automated decision-making, predictive analytics, and other automated systems (collectively, "AI Technologies"). These features may include, without limitation:
   • Document data extraction and OCR
   • Financial analysis and insights
   • Resume parsing and candidate analysis
   • Pricing recommendations and calculations
   • Content generation and summarization
   • Predictive analytics and forecasting
   • Automated categorization and tagging
   • Search and recommendation systems
   • Chatbots and virtual assistants
2. AI Output Characteristics. AI Outputs may be generated in whole or in part by automated systems, and Client acknowledges that:
   • AI Outputs may contain errors, omissions, inaccuracies, or inconsistencies. AI systems can make mistakes, including confident assertions of false information (sometimes called "hallucinations")
   • AI Outputs may be incomplete or lack necessary context. AI systems may not have access to all relevant information or may fail to consider important factors
   • AI Outputs may reflect biases. AI systems may reflect biases present in their training data, which could include demographic biases, cultural biases, or other systematic errors
   • AI Outputs may become outdated. AI systems are trained on historical data and may not reflect current events, recent changes in law or practice, or real-time information
   • AI Outputs may lack nuance. AI systems may oversimplify complex situations or fail to appreciate context-specific factors
   • AI Outputs are not deterministic. The same input may produce different outputs at different times or in different contexts
3. Informational Purposes Only. ALL AI OUTPUTS ARE PROVIDED FOR INFORMATIONAL PURPOSES ONLY. AI Outputs do not constitute:
   • Professional advice of any kind
   • Recommendations or endorsements by BBos
   • Guaranteed or warranted information
   • A substitute for human judgment, expertise, or professional consultation
   • Legally binding statements or opinions
4. No Guarantees or Warranties. BBos does not represent, warrant, or guarantee that AI Outputs will be:
   • Accurate, complete, or correct
   • Reliable or consistent
   • Current or up-to-date
   • Free from errors, omissions, or biases
   • Suitable for any particular purpose or use case
   • Compliant with any specific legal or professional requirements
   • Non-infringing of third-party rights
5. Client Verification Required. Client is and remains solely responsible for:
   • Reviewing and validating all AI Outputs before relying on them or using them for any purpose
   • Verifying the accuracy, completeness, and suitability of AI Outputs for Client's specific use case
   • Exercising independent professional judgment regarding whether and how to use AI Outputs
   • Cross-checking AI Outputs against other reliable sources of information
   • Not blindly relying on AI Outputs without human review and verification
   • Ensuring compliance with all applicable professional standards, regulations, and Laws when using AI Outputs
6. Client Sole Responsibility for Decisions. Client is solely responsible for:
   • Any and all decisions or actions based on or influenced by AI Outputs
   • Determining whether AI Outputs are appropriate for Client's intended use
   • Any consequences, damages, or losses resulting from reliance on AI Outputs
   • Professional obligations and liability to Client's own clients or customers
7. High-Risk Use Cases. Client agrees NOT to use AI Outputs for high-risk decisions or applications where errors could result in:
   • Physical harm or danger to health or safety
   • Violation of fundamental rights
   • Legal liability or regulatory violations
   • Significant financial loss
   • Reputational harm

   without implementing appropriate human review, verification, and safeguards.

8. AI Services. Client acknowledges that:
   • The Services utilize AI Technologies hosted on our own Google Cloud infrastructure (Vertex AI)
   • AI Technologies are hosted and processed within our Google Cloud Platform environment
   • AI processing is performed on BBos-managed cloud infrastructure
   • Your data is not used to train external AI models
   • Client's use of AI features is governed by these Terms and Google Cloud's terms of service
9. Changes to AI Features. BBos reserves the right to:
   • Modify, update, or discontinue AI features at any time
   • Change the underlying AI models, algorithms, or providers
   • Implement usage limits or restrictions on AI features
   • Charge additional fees for certain AI features
10. Prohibition on Certain Uses. Client shall not use AI features of the Services to:
    • Generate content for illegal purposes
    • Create misleading, fraudulent, or deceptive content
    • Violate any person's rights, including intellectual property rights or privacy rights
    • Harass, abuse, or harm others
    • Generate spam or bulk unsolicited communications
    • Circumvent or manipulate AI safety measures
    • Reverse engineer or attempt to extract AI models or algorithms
11. NO LIABILITY FOR AI OUTPUTS. BBOS SHALL HAVE NO LIABILITY WHATSOEVER FOR:
    • Any errors, omissions, inaccuracies, or biases in AI Outputs
    • Any consequences, damages, or losses resulting from Client's use of or reliance on AI Outputs
    • Any decisions or actions Client takes based on AI Outputs
    • Any claims by third parties related to AI Outputs
    • Any failure of AI features to meet Client's expectations or requirements
12. Feedback on AI Outputs. Client is encouraged to provide feedback to BBos regarding AI Outputs, including reports of errors, biases, or inappropriate content. However, BBos is under no obligation to address such feedback or make any changes to AI features.

CLIENT REPRESENTS AND WARRANTS that Client understands the limitations and risks of AI Technologies and agrees to use AI features only in accordance with this Section 4.7 and with appropriate caution and verification.

4.8 Electronic Signatures and Document Execution - Critical Legal Disclaimers.

CLIENT ACKNOWLEDGES, UNDERSTANDS, AND EXPRESSLY AGREES THAT:

1. BBos Provides Tools Only. The Services include features that enable collection and management of electronic signatures on documents. However:
   • BBos is not a party to any agreements, contracts, or documents executed using the Services
   • BBos does not review, verify, or validate the content of documents signed through the Services
   • BBos is merely a technology provider facilitating the electronic signature process
   • BBos has no role in, and no liability for, the underlying transactions or legal relationships evidenced by signed documents
2. Client Sole Responsibility for Legal Compliance. Client is solely responsible for ensuring that its use of electronic signature features complies with all applicable Laws, regulations, and legal requirements, including but not limited to:
   • U.S. Electronic Signatures in Global and National Commerce Act (ESIGN Act)
   • Uniform Electronic Transactions Act (UETA)
   • European eIDAS Regulation (for EU transactions)
   • State-specific electronic signature laws
   • Industry-specific regulations (such as real estate, healthcare, or financial services regulations)
   • International laws applicable to Client's transactions
3. Signer Identity and Authority Verification. Client is solely responsible for:
   • Verifying the identity of all persons signing documents through the Services
   • Ensuring that signers have legal capacity and authority to execute the documents
   • Confirming that signers understand what they are signing
   • Obtaining appropriate evidence of signer identity and authority as required by Law or industry practice
   • Implementing appropriate authentication measures beyond what the Services provide
   • Maintaining records of identity verification processes

   BBos does not verify signer identity or authority and has no obligation to do so.

4. Legal Validity and Enforceability. BBos makes NO representations, warranties, or guarantees regarding:
   • The legal validity of documents executed through the Services
   • The enforceability of electronically signed documents in any jurisdiction
   • Compliance of the electronic signature process with applicable Laws
   • Admissibility of electronically signed documents as evidence in legal proceedings
   • Whether electronic signature is appropriate for any particular type of document or transaction
   • The legal effect of any document signed through the Services
5. Document-Specific Legal Requirements. Client acknowledges that:
   • Certain types of documents may require wet-ink signatures, notarization, witnessing, or other formalities that electronic signatures cannot satisfy
   • Some jurisdictions may not recognize electronic signatures for certain types of documents (such as wills, trusts, court documents, or documents affecting real property)
   • Industry-specific regulations may impose requirements beyond basic electronic signature laws
   • Client must independently determine whether electronic signature is legally appropriate for each specific document and transaction
6. Consent and Notice Requirements. Client is solely responsible for:
   • Obtaining required consents from all parties before using electronic signatures
   • Providing required disclosures regarding the use of electronic signatures and records
   • Offering alternative execution methods if required by Law (such as paper-based signing)
   • Maintaining records of consents obtained
   • Complying with consent withdrawal procedures if applicable
7. Record Retention. Client is responsible for:
   • Maintaining complete and accurate records of all electronically signed documents as required by Law
   • Ensuring accessibility and readability of electronic records for the required retention period
   • Implementing appropriate backup and preservation procedures for signed documents
   • Producing signed documents if required in legal proceedings

   BBos's retention of documents is governed by Section 11.6 and does not satisfy Client's record retention obligations.

8. Security and Integrity. While BBos implements reasonable security measures, Client acknowledges that:
   • No electronic system is completely secure against unauthorized access or tampering
   • Client is responsible for implementing additional security measures appropriate to the sensitivity and importance of documents
   • Client bears the risk of unauthorized access to signing links or documents
   • BBos is not liable for any security breaches, unauthorized signatures, or document tampering
9. Prohibited Uses. Client shall not use electronic signature features for:
   • Documents where electronic signature is prohibited by Law
   • Fraudulent or misleading purposes
   • Documents where Client knows or suspects that proper consent has not been obtained
   • Forgery or impersonation of signers
   • Any purpose that would violate applicable Laws or third-party rights
10. Legal Consultation Required. Client acknowledges that:
    • Legal questions regarding electronic signatures are complex and jurisdiction-specific
    • BBos cannot and does not provide legal advice regarding electronic signatures or document execution
    • Client must consult qualified legal counsel to determine:
      • Whether electronic signature is appropriate for specific documents
      • What legal requirements apply
      • What additional formalities may be required
      • How to comply with applicable Laws
    • Failure to obtain appropriate legal advice may result in unenforceable documents or legal liability
11. Indemnification. Client agrees to indemnify, defend, and hold harmless BBos from and against any and all claims, damages, losses, liabilities, and expenses (including attorneys' fees) arising from or related to:
    • Disputes regarding the validity or enforceability of documents signed through the Services
    • Claims that electronic signatures were improperly obtained or invalid
    • Violations of electronic signature Laws or regulations
    • Fraud, forgery, or misrepresentation in connection with documents signed through the Services
    • Failure to comply with consent or disclosure requirements
    • Client's representation to third parties regarding the legal effect of electronic signatures
    • Any breach of this Section 4.8
12. NO LIABILITY FOR LEGAL VALIDITY. BBOS HAS NO LIABILITY WHATSOEVER FOR:
    • The legal validity, enforceability, or admissibility of any document signed through the Services
    • Disputes between parties to electronically signed documents
    • Claims that electronic signatures are invalid or do not comply with applicable Laws
    • Financial losses resulting from unenforceable documents
    • Litigation or arbitration involving electronically signed documents
    • Regulatory penalties for non-compliance with electronic signature Laws
    • Any consequences of Client's use of electronic signature features
13. International Transactions. If Client uses electronic signature features for international transactions, Client acknowledges additional complexity and risk, including:
    • Different Laws may apply in different countries
    • Electronic signatures may not be recognized in all jurisdictions
    • Additional formalities may be required for cross-border transactions
    • Client must obtain local legal advice for international use

4.9 Employee Monitoring and Screen Capture Features - Critical Legal and Privacy Disclaimers.

CLIENT ACKNOWLEDGES, UNDERSTANDS, AND EXPRESSLY AGREES THAT:

1. Monitoring Features Included. The Services include optional features for employee monitoring, including but not limited to:
   • Screen capture and screenshots of employee computer screens
   • Time tracking and activity monitoring
   • Application and website usage tracking
   • Keystroke logging or activity levels
   • Location tracking (if enabled)
   • Communication monitoring (email, chat, etc.)

   (collectively, "Monitoring Features")

2. BBos Provides Monitoring Tools Only. BBos provides technology tools that enable Client to monitor its employees. However:
   • BBos is not an HR consultant or employment law advisor
   • BBos does not advise Client on whether, when, or how to implement employee monitoring
   • BBos has no role in Client's employment decisions or policies
   • BBos is merely a technology provider facilitating monitoring activities that Client chooses to implement
3. Complex and Varying Legal Requirements. Client acknowledges that laws governing employee monitoring:
   • Vary significantly by jurisdiction (country, state, province, city)
   • Are complex and subject to change
   • May require specific consents, notices, or procedures
   • May impose significant penalties for violations
   • May differ based on industry, union status, or employee classification
   • May be interpreted differently by different courts or regulators
4. Client Sole Responsibility for Legal Compliance. Client is solely and exclusively responsible for:

   Legal Compliance:

   Ensuring compliance with all applicable Laws governing employee monitoring, including:

   • Federal laws (such as Electronic Communications Privacy Act, Stored Communications Act, Computer Fraud and Abuse Act)
   • State privacy laws (California, New York, Illinois, and others have specific requirements)
   • European GDPR (for EU employees or monitoring EU-located employees)
   • Canadian PIPEDA and provincial privacy laws
   • Other international privacy and employment laws
   • Industry-specific regulations (financial services, healthcare, etc.)
   • Labor laws and collective bargaining agreements

   Notice Requirements:

   Providing clear, conspicuous, and adequate notice to all monitored employees regarding:

   • What information is being collected (screenshots, activity, etc.)
   • How monitoring data will be used
   • Who will have access to monitoring data
   • How long data will be retained
   • Employees' rights regarding their data
   • Updating notices when monitoring practices change
   • Documenting that employees received and understood notices

   Consent Requirements:

   • Obtaining all legally required consents from employees before enabling Monitoring Features
   • Determining what type of consent is required (written, electronic, opt-in, etc.)
   • Ensuring consents are informed, voluntary, and documented
   • Respecting consent withdrawals and providing alternative arrangements if required
   • Maintaining records of all consents obtained

   Policy Implementation:

   Adopting written employee monitoring policies that:

   • Clearly describe monitoring practices
   • Are provided to all employees
   • Are consistently enforced
   • Comply with all applicable Laws
   • Are updated as practices or Laws change

   • Training managers and supervisors on monitoring policies
   • Ensuring fair and non-discriminatory application of monitoring

   Data Protection:

   • Implementing appropriate security measures to protect monitoring data
   • Limiting access to monitoring data to authorized personnel only
   • Using monitoring data only for legitimate business purposes
   • Respecting employee privacy rights to the extent required by Law
   • Providing employees access to their monitoring data if required by Law
   • Deleting monitoring data in accordance with data retention policies and Laws

   Legal Consultation:

   • Consulting qualified employment and privacy attorneys BEFORE implementing Monitoring Features
   • Seeking legal advice specific to each jurisdiction where employees are located
   • Obtaining legal guidance on required notices, consents, and procedures
   • Regularly reviewing monitoring practices with legal counsel as Laws change
5. High-Risk Legal Area. Client acknowledges that employee monitoring is a high-risk legal area where:
   • Violations can result in severe penalties, including:
     • Civil lawsuits from employees
     • Class action litigation
     • Regulatory fines and penalties (up to millions of dollars under GDPR)
     • Criminal prosecution in some jurisdictions
     • Punitive damages
   • Court decisions are rapidly evolving
   • Employee expectations of privacy vary
   • Monitoring without proper compliance can expose Client to significant legal and financial risk
6. Specific Jurisdictional Requirements - Examples Only. While not exhaustive and not legal advice, Client should be aware of requirements such as:

   United States:

   • California - Stringent notice requirements; two-party consent for recording communications
   • Connecticut - Requires notice to employees about electronic monitoring
   • Delaware - Prohibits monitoring unless notice provided
   • New York - Notice requirements; limitations on email monitoring
   • Federal laws - ECPA restrictions on interception of communications

   European Union:

   • GDPR - Requires legal basis (usually consent), impact assessments, data minimization, transparency
   • Member state laws - Additional requirements in countries like Germany, France, Netherlands

   Canada:

   • PIPEDA - Requires consent, necessity, and proportionality
   • Provincial laws - Quebec and others have additional requirements

   Client must obtain legal advice for all jurisdictions where Client has employees or conducts monitoring.

7. Prohibited Monitoring Uses. Client shall not use Monitoring Features:
   • In violation of any Law or regulation
   • Without required notices and consents
   • To discriminate against employees based on protected characteristics
   • To retaliate against employees for protected activities
   • To violate collective bargaining agreements
   • In personal or private spaces (such as bathrooms or personal devices) without specific legal authority
   • To monitor personal communications that employees have a reasonable expectation of privacy in
   • For purposes unrelated to legitimate business needs
8. Employee Rights. Client acknowledges that employees may have rights regarding monitoring, including:
   • Right to notice of monitoring activities
   • Right to refuse consent (in some jurisdictions)
   • Right to access their monitoring data
   • Right to correct inaccurate data
   • Right to deletion of data (in some circumstances)
   • Right to file complaints with regulatory authorities
   • Right to legal remedies for unlawful monitoring

   Client is responsible for respecting and facilitating these rights.

9. Monitoring Data Usage. Client agrees to use monitoring data only for legitimate business purposes, such as:
   • Evaluating employee performance
   • Ensuring compliance with policies
   • Protecting company assets
   • Investigating misconduct

   Client shall not use monitoring data for:

   • Harassment or intimidation of employees
   • Discrimination or retaliation
   • Purposes unrelated to employment
   • Unlawful surveillance
10. Notification to Monitored Individuals. If Client uses Monitoring Features to monitor non-employees (such as contractors, visitors, or others), Client is solely responsible for providing appropriate notice and obtaining any required consent from such individuals.
11. BBos Has No Liability for Client's Monitoring Practices. BBos:
    • Does not review or monitor how Client uses Monitoring Features
    • Does not advise on compliance with monitoring Laws
    • Does not endorse or approve Client's monitoring practices
    • Has no control over Client's decisions regarding employee monitoring
    • Cannot ensure that Client's monitoring practices are lawful
12. Indemnification. Client agrees to indemnify, defend, and hold harmless BBos from and against any and all claims, damages, losses, liabilities, and expenses (including attorneys' fees) arising from or related to:
    • Client's use of Monitoring Features
    • Violations of employee privacy Laws or employment Laws
    • Claims by employees regarding unlawful monitoring or privacy violations
    • Regulatory investigations or enforcement actions related to monitoring practices
    • Class action litigation related to monitoring
    • Violations of consent, notice, or policy requirements
    • Discrimination, retaliation, or other employment claims related to monitoring
    • Data breaches involving monitoring data
    • Any breach of this Section 4.9
13. NO LIABILITY FOR MONITORING PRACTICES. BBOS HAS NO LIABILITY WHATSOEVER FOR:
    • Whether Client's monitoring practices comply with applicable Laws
    • Employee privacy violations resulting from Client's monitoring
    • Employment litigation or claims related to monitoring
    • Regulatory fines or penalties for unlawful monitoring
    • Damage to employee morale, trust, or productivity from monitoring
    • Wrongful termination or discrimination claims arising from monitoring data
    • Any consequences of Client's monitoring practices
14. Recommendation to Obtain Legal Advice. Given the complex and high-risk nature of employee monitoring Laws, BBos strongly recommends that Client:
    • Consult with qualified employment and privacy attorneys BEFORE enabling Monitoring Features
    • Obtain jurisdiction-specific legal advice for each location where employees work
    • Have attorneys review all monitoring policies, notices, and consent forms
    • Regularly review monitoring practices with counsel as Laws evolve
    • Consider less invasive alternatives to monitoring if appropriate for Client's business
15. Monitoring Data Retention by BBos. BBos will retain monitoring data (such as screenshots) in accordance with Section 11.6, but Client remains responsible for retaining such data as required by applicable Laws and Client's record retention policies.

CLIENT REPRESENTS AND WARRANTS that:

• Client has consulted or will consult qualified legal counsel regarding employee monitoring
• Client understands the legal requirements and risks
• Client will implement appropriate notices, consents, and policies before enabling Monitoring Features
• Client will use Monitoring Features only in compliance with all applicable Laws
• Client will not hold BBos responsible for any legal issues arising from Client's monitoring practices

5.1 Fees

1. Payment Obligation. Client will pay BBos all fees set forth in each Order Form or online purchase flow, in the amounts, currency, and at the frequency specified therein. Unless otherwise expressly stated in these Terms or an Order Form, all fees are non-cancellable and non-refundable.
2. Currency. All fees are stated and payable in United States Dollars (USD) unless otherwise specified in an Order Form.
3. Fee Calculation. Fees may be based on:
   • Per-user pricing (charged based on number of Authorized Users)
   • Subscription tiers (different feature sets at different price points)
   • Usage-based fees (such as storage, API calls, messaging volume)
   • One-time fees (such as setup, onboarding, or customization fees)
   • Other pricing models as specified in Order Forms
4. Fees Due Upon Order. Fees become due and payable upon execution of an Order Form or completion of an online purchase, unless the Order Form specifies different payment terms.

5.2 Taxes

1. Taxes Excluded. 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.
2. Tax Collection. If BBos is obligated by Law to collect or remit Taxes on Client's purchases, BBos will invoice Client for such Taxes and Client will pay them in addition to the fees, unless Client timely provides BBos with a valid tax exemption certificate acceptable to the applicable taxing authority.
3. Withholding Taxes. If any Taxes are required to be withheld on payments to BBos under applicable Law, Client will pay such additional amounts as necessary to ensure that BBos receives the full amount it would have received had no withholding been required. Client will provide BBos with official receipts or other documentation reasonably requested by BBos to establish that such Taxes have been paid.
4. Tax Compliance. Client is solely responsible for determining and complying with its own tax obligations, including filing tax returns, paying taxes, and maintaining appropriate tax records. BBos is not a tax advisor and does not provide tax advice.

5.3 Billing and Payment

Unless otherwise set forth in an Order Form:

1. Advance Billing for Subscription Fees. BBos will charge Client in advance for recurring subscription fees (monthly, quarterly, or annually, as applicable).
2. Arrears Billing for Variable Fees. BBos will charge in arrears for any variable, usage-based, or overage fees based on actual usage during the billing period.
3. Authorized Charges. Client authorizes BBos to charge any payment method on file with BBos for all fees incurred under these Terms.
4. Payment Terms for Invoices. If BBos issues invoices to Client, such invoices are due and payable within thirty (30) days of the invoice date, unless the Order Form specifies different payment terms.
5. Valid Payment Method Required. Client must maintain at all times valid and current payment information on file with BBos (credit card, ACH information, or other payment method). Client must immediately notify BBos of any change in billing address, payment method, or other billing information.
6. Failed Payments. If any payment fails for any reason (insufficient funds, expired card, etc.):
   • BBos may attempt to re-process the payment
   • BBos may contact Client to obtain updated payment information
   • Late payment provisions in Section 5.5 will apply
   • BBos may suspend Services as described in Section 4.14
7. Payment Processors. BBos uses third-party payment processors (such as Stripe) to process payments. Client's payment information is subject to the payment processor's terms and privacy policy in addition to these Terms.

5.4 Payment Disputes

1. Dispute Notification. Client must notify BBos in writing within seven (7) days after receiving an invoice or credit card statement if Client disputes any charges. Disputes should be sent to: info@bbos.ai.
2. Waiver of Disputes. Failure to notify BBos within such seven (7) day period shall constitute a waiver of any dispute regarding such charges, and Client will have no right to dispute such charges thereafter.
3. Good Faith Resolution. If Client timely disputes charges, the parties will work in good faith to resolve the dispute. During the dispute resolution process:
   • Client must continue to pay all undisputed amounts when due
   • BBos will not suspend Services for non-payment of disputed amounts while the dispute is being resolved in good faith
4. Dispute Resolution. If the parties cannot resolve a billing dispute informally, the dispute resolution provisions in Section 13 will apply.

5.5 Late Payments

1. Late Payment Interest. Any undisputed amount not paid when due will accrue interest at the rate of one and one-half percent (1.5%) per month (or eighteen percent (18%) per annum), or the maximum rate permitted by applicable Law, whichever is less, from the due date until the date payment is received in full by BBos.
2. Additional Rights. Late payment entitles BBos, in addition to any other rights and remedies available under these Terms or applicable Law, to:
   • Suspend Services in accordance with Section 4.14
   • Condition future renewals on shorter payment terms or payment in advance
   • Require payment in advance for future services
   • Terminate these Terms or any Order Form for cause as set forth in Section 11.2
   • Pursue collection activities, including engaging collection agencies or pursuing legal action
3. Collection Costs. Client will reimburse BBos for all reasonable costs and expenses incurred in collecting late payments, including attorneys' fees, court costs, and collection agency fees.

5.6 Fee Changes

1. Pricing for New Subscriptions. BBos may change its fees at any time for new subscriptions or purchases by posting updated pricing on its website (bbos.ai) or within the Services. New prices will apply only to subscriptions or purchases made after the price change.
2. Renewal Price Increases. For existing subscriptions, BBos may increase fees for any renewal term by providing Client with written notice of such increase at least sixty (60) days prior to the start of the applicable renewal term. Notice may be provided via:
   • Email to the address associated with Client's Account
   • Notice within the Services
   • Invoice reflecting the new pricing
3. Client's Right to Non-Renewal. 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. If Client does not provide timely notice of non-renewal, Client's subscription will automatically renew at the increased fees.
4. Mid-Term Price Increases. BBos will not increase fees during the then-current term of an existing subscription, except:
   • If Client upgrades to a higher Subscription Tier or adds Authorized Users
   • If required by applicable Law or changes in third-party fees that BBos cannot reasonably absorb
   • If expressly permitted in the Order Form
5. Fee Decreases. BBos is not obligated to reduce fees for existing subscriptions if BBos lowers fees for new customers, unless required by Law or the parties expressly agree otherwise.

5.7 Free Trials and Promotional Offers

1. Free Trials. From time to time, BBos may offer free trials or evaluation periods for the Services ("Free Trials"). Any such Free Trial:
   • Must be used within the specified time period
   • Is provided "AS IS" without any warranties (see Section 8)
   • May be terminated by BBos at any time without notice
   • Will automatically expire at the end of the trial period unless Client purchases a paid subscription
   • Is limited to one Free Trial per organization (Client may not sign up for multiple Free Trials using different email addresses or accounts)
   • Is subject to any additional terms specified at the time the Free Trial is offered
   • Does not include any support services unless expressly stated
2. Automatic Conversion to Paid. If Client provides payment information during a Free Trial, Client's subscription may automatically convert to a paid subscription at the end of the Free Trial unless Client cancels before the trial period ends. BBos will notify Client before charging Client's payment method.
3. Inadvertent Charges. If Client is inadvertently charged following a Free Trial that Client did not intend to convert to a paid subscription, Client should contact BBos promptly at info@bbos.ai to request a refund. Requests for refunds must be made within thirty (30) days of the charge.
4. Promotional Pricing. BBos may offer promotional pricing, discounts, or credits from time to time. Unless otherwise stated:
   • Promotional offers are subject to availability and may be discontinued at any time
   • Promotional pricing applies only for the initial term and does not extend to renewals
   • Promotions cannot be combined unless expressly stated
   • BBos reserves the right to modify or cancel promotional offers at any time
5. Free Tier. If BBos offers a free tier or freemium version of the Services:
   • The free tier is provided "AS IS" without warranties (see Section 8)
   • Features, functionality, and availability of the free tier may change at any time
   • BBos may require conversion to a paid subscription to access certain features
   • BBos may discontinue the free tier at any time with or without notice

6.1 BBos Ownership

1. Services and IP. As between the parties, BBos exclusively owns all right, title, and interest in and to:
   • The Services, Software, and Documentation
   • All Improvements to the foregoing
   • All Aggregated Data
   • All AI models, algorithms, and machine learning systems
   • All feedback, suggestions, and ideas provided by Client (see Section 6.4)
   • All related intellectual property rights, including patents, copyrights, trademarks, trade secrets, and other proprietary rights
   • All modifications, enhancements, derivative works, and improvements to any of the foregoing
2. No Grant of Rights. These Terms do not grant Client any ownership rights in the Services, Software, Documentation, Aggregated Data, or any BBos intellectual property. Client receives only the limited license expressly granted in Section 3.1.
3. Proprietary Notices. Client shall not, and shall not permit any third party to, remove, obscure, or alter any proprietary notices (including copyright, trademark, and patent notices) that appear in or on the Services, Software, or Documentation.

6.2 Open Source Components

1. Open Source Included. The Services may include or incorporate Open Source Components that are subject to separate open source license terms.
2. Open Source Terms Apply. To the extent required by the applicable open source licenses, the terms of such open source licenses will govern Client's use of the corresponding Open Source Components, and nothing in these Terms limits Client's rights under, or grants Client rights that supersede, such open source licenses.
3. No Conflict. Nothing in these Terms limits BBos's rights in the Services as a whole, or BBos's ownership of the Services excluding the Open Source Components.
4. Open Source List Available. Upon request, BBos will provide Client with a list of Open Source Components included in the Services and copies of applicable open source licenses. Contact info@bbos.ai for such information.
5. No Open Source Obligation. Nothing in these Terms obligates BBos to make the source code of the Software available to Client or to license the Software under open source terms.

6.3 Improvements

1. BBos Right to Make Improvements. BBos may, in its sole discretion, make Improvements to the Services or Documentation at any time, including but not limited to:
   • Updates and upgrades
   • Bug fixes and error corrections
   • New features or functionality
   • Performance enhancements
   • Security patches
   • User interface changes
   • Removal or deprecation of features
2. Incorporation into Services. Unless otherwise stated in an Order Form, any Improvements that BBos makes generally available to its customers will automatically be deemed part of the "Services" and will be subject to these Terms.
3. No Obligation to Improve. BBos has no obligation to:
   • Provide any particular Improvements
   • Maintain any particular features or functionality
   • Provide Improvements on any particular schedule
   • Consult with Client before making Improvements
4. Client Cooperation. Client agrees to cooperate with BBos in implementing Improvements, including by:
   • Applying updates and patches in a timely manner
   • Testing new versions of the Services
   • Providing feedback on Improvements
5. Backward Compatibility. BBos will use commercially reasonable efforts to maintain backward compatibility when making Improvements, but does not guarantee that Improvements will be backward compatible or that Client's use of the Services will not be affected by Improvements.
6. Deprecation. BBos may deprecate or remove features from the Services. Where commercially feasible, BBos will provide reasonable advance notice of significant feature deprecations that materially impact core functionality, but BBos is not obligated to do so and may remove features at any time.

6.4 Feedback.

1. Feedback Provided. If Client, any Authorized User, or any other person provides to BBos any suggestions, ideas, enhancement requests, recommendations, proposals, comments, or other feedback regarding the Services, Documentation, or BBos's business (collectively, "Feedback"), BBos may freely use, disclose, reproduce, license, distribute, exploit, and otherwise commercialize such Feedback without restriction or obligation of any kind to Client or the provider of the Feedback.
2. Assignment of Rights. To the extent Client or any Authorized User 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. This assignment is effective immediately upon creation of the Feedback and applies worldwide and in perpetuity.
3. Waiver of Moral Rights. To the extent permitted by applicable Law, Client and Authorized Users waive any moral rights or rights of attribution in any Feedback provided to BBos.
4. Representations. Client represents and warrants that:
   • It has all rights necessary to provide any Feedback to BBos and to grant the rights described in this Section 6.4
   • The Feedback does not infringe, misappropriate, or violate any third-party rights
   • Client will cause all Authorized Users to be bound by the obligations in this Section 6.4
5. No Obligation to Use. BBos has no obligation to use, implement, or respond to any Feedback, and Client acknowledges that BBos may independently develop similar features or improvements without obligation to Client.
6. No Compensation. Client and Authorized Users are not entitled to any compensation, credit, attribution, or other consideration for any Feedback provided to BBos, except as BBos may expressly agree in a separate written agreement.
7. Confidential Feedback. If Client provides Feedback that Client considers to be confidential, Client must clearly mark such Feedback as "Confidential" at the time of disclosure. However, even if marked confidential, BBos may use such Feedback as described in this Section 6.4, provided BBos protects the confidential aspects in accordance with Section 7.

7.1 Definition of Confidential Information. Confidential Information is defined in Section 1.8 and includes:

• BBos's Confidential Information, such as the Services, Software, Documentation, technical information, business plans, pricing, and the terms of these Terms and Order Forms
• Client's Confidential Information, such as Client Data (to the extent not otherwise addressed in Section 4), business information, and confidential documents

7.2 Confidentiality Obligations. Each receiving party agrees to:

1. Limited Use. Use the disclosing party's Confidential Information only as necessary to perform its obligations or exercise its rights under these Terms, and not for any other purpose.
2. Non-Disclosure. Not disclose the disclosing party's Confidential Information to any third party, except to the receiving party's employees, contractors, Affiliates, and professional advisors (collectively, "Representatives") who:
   • Have a legitimate need to know the Confidential Information for purposes related to these Terms
   • Are bound by written confidentiality obligations at least as protective as those in these Terms, or by professional obligations of confidentiality (such as attorneys)
3. Reasonable Care. Protect the disclosing party's Confidential Information using at least the same degree of care that the receiving party uses to protect its own similar confidential information, but in no event less than a reasonable degree of care.
4. Breach Notification. Promptly notify the disclosing party if the receiving party becomes aware of any unauthorized use, disclosure, or access to the Confidential Information.
5. Responsibility for Representatives. Remain responsible for any breach of this Section 7 by any of its Representatives, and will take appropriate action to enforce the confidentiality obligations imposed on such Representatives.

7.3 Compelled Disclosure.

1. Legal Obligation to Disclose. The receiving party may disclose Confidential Information to the extent required by applicable Law, regulation, court order, subpoena, or government or regulatory authority, provided that the receiving party, to the extent legally permitted:
   • Gives the disclosing party prompt written notice of such requirement prior to disclosure
   • Cooperates with the disclosing party's reasonable efforts to seek a protective order or other remedy to prevent or limit such disclosure
   • Discloses only the portion of Confidential Information that it is legally required to disclose
   • Uses reasonable efforts to obtain assurances that the Confidential Information will be treated confidentially
2. Costs. The disclosing party will reimburse the receiving party for reasonable costs and expenses incurred in cooperating with efforts to obtain a protective order or limit disclosure.

8.1 DISCLAIMER OF WARRANTIES.

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE SERVICES, SOFTWARE, DOCUMENTATION, AI OUTPUTS, THIRD-PARTY INTEGRATIONS, AND ANY RELATED SERVICES OR CONTENT ARE PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTIES OF ANY KIND.

BBOS AND ITS AFFILIATES, LICENSORS, AND SUPPLIERS ("BBOS PARTIES") DISCLAIM ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING BUT NOT LIMITED TO:

• Any implied warranties of merchantability, fitness for a particular purpose, title, quiet enjoyment, accuracy, and non-infringement
• Any warranties arising out of course of dealing, usage of trade, or course of performance
• Any warranties that the Services will meet Client's requirements or expectations
• Any warranties regarding the availability, reliability, timeliness, or accuracy of the Services

8.2 NO GUARANTEE OF PERFORMANCE.

BBOS DOES NOT WARRANT, REPRESENT, OR GUARANTEE THAT:

8.3 THIRD-PARTY SERVICES AND CONTENT.

1. No Warranties for Third-Party Services. The Services may integrate with or provide access to third-party services, applications, content, data, or websites. BBOS MAKES NO WARRANTIES OR REPRESENTATIONS WHATSOEVER REGARDING ANY THIRD-PARTY SERVICES OR CONTENT, including:
   • Accuracy, completeness, or reliability
   • Availability or uptime
   • Security or privacy practices
   • Compliance with Laws or regulations
   • Quality or fitness for any purpose
2. Third-Party Terms Apply. Client's use of any third-party services is governed solely by the third party's terms and conditions, and BBos has no responsibility for enforcing or ensuring compliance with such terms.
3. No BBos Liability. BBOS SHALL HAVE NO LIABILITY FOR:
   • Any third-party services or content
   • Any actions or omissions of third-party service providers
   • Any changes, discontinuation, or unavailability of third-party services
   • Any fees charged by third parties
   • Any disputes between Client and third-party providers
4. Client's Sole Risk. Client uses all third-party services at Client's sole risk, and Client is solely responsible for reviewing third-party terms, privacy policies, and security practices before enabling integrations.

8.4 BETA FEATURES AND EXPERIMENTAL FUNCTIONALITY.

1. Beta Features. From time to time, BBos may offer access to features, functionality, services, or products designated as "beta," "pilot," "preview," "early access," "experimental," or similar designations (collectively, "Beta Features").
2. Beta Terms. Beta Features:
   • Are provided for evaluation and testing purposes only
   • May not be supported or may have limited support
   • May contain errors, bugs, or defects
   • May not function as intended
   • May have limited or no documentation
   • May be modified or discontinued at any time without notice
   • May not be made generally available
   • Should not be used in production environments or for critical business operations
   • Should not be relied upon for any important purpose
3. Beta Disclaimers Apply. All disclaimers in this Section 8 apply with full force to Beta Features. In particular:
   • No warranties of any kind apply to Beta Features
   • No SLAs or uptime guarantees apply to Beta Features
   • No support obligations apply to Beta Features unless expressly stated
   • BBos may discontinue Beta Features at any time without liability
4. No Liability for Beta Features. BBos has no liability for any issues, errors, data loss, or other problems arising from Client's use of Beta Features, and Client uses Beta Features entirely at its own risk.
5. Feedback Encouraged. Client is encouraged to provide feedback on Beta Features, which will be treated as Feedback under Section 6.4.

8.5 ALLOCATION OF RISK AND ESSENTIAL BASIS OF AGREEMENT.

1. Essential Provision. Client acknowledges and agrees that the disclaimers in this Section 8 are an essential basis of the agreement between the parties and reflect a fair allocation of risk.
2. Pricing Basis. The fees charged by BBos for the Services have been set in reliance on the limitations and exclusions of warranties and liability set forth in these Terms.
3. No Reliance. Client agrees that BBos would not provide the Services without these disclaimers, and that Client has not relied on any warranties, representations, or guarantees other than those expressly set forth in these Terms.
4. Independent Investigation. Client represents that it has independently evaluated the Services and determined that they are suitable for Client's intended use, and that Client has not relied on any statements or representations by BBos beyond those expressly stated in these Terms.
5. Professional Advice. Client acknowledges that software cannot replace professional judgment, and Client is solely responsible for:
   • Verifying all outputs and results from the Services
   • Consulting with appropriate professionals (CPAs, attorneys, etc.) as necessary
   • Making all business decisions based on independent judgment

9.1 Client Indemnity.

1. Indemnification Obligation. Client will indemnify, defend (at BBos's option), and hold harmless BBos and its Affiliates, and their respective officers, directors, employees, agents, licensors, contractors, and Representatives (collectively, the "BBos Indemnified Parties"), from and against any and all third-party claims, demands, suits, proceedings, investigations, or actions (collectively, "Claims"), and any resulting damages, liabilities, losses, costs, and expenses, including reasonable attorneys' fees, expert witness fees, and court costs (collectively, "Losses"), arising out of or relating to:

   (i) 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 intellectual property rights, privacy rights, publicity rights, or other rights
   • Client Data violates any applicable Law or regulation
   • Client Data contains defamatory, obscene, or otherwise unlawful content

   (ii) Client's or Authorized Users' Use of Services, including:

   • Use of the Services in violation of these Terms, the Documentation, or applicable Law
   • Use of the Services in a manner that infringes, misappropriates, or violates third-party rights
   • Use of the Services in combination with other products, services, or data not provided by BBos, to the extent the Claim would not have arisen but for such combination

   (iii) Breach of Terms:

   • Any breach of these Terms, including representations and warranties, by Client or any Authorized User

   (iv) Employee and Employment Matters:

   Employment-related Claims arising from Client's use of recruitment, employee management, time tracking, or employee monitoring features, including:

   • Employment discrimination, harassment, or wrongful termination Claims
   • Wage and hour violations
   • Privacy violations related to employee monitoring
   • Violations of employment Laws
   • EEOC charges or similar agency complaints

   (v) Electronic Signatures and Documents:

   • Claims that documents executed through the Services are invalid, unenforceable, or do not comply with applicable e-signature Laws
   • Disputes between parties to electronically signed documents
   • Fraud, forgery, or misrepresentation related to documents signed through the Services

   (vi) Payment Processing and Financial Matters:

   • Violations of NACHA rules, card network rules, or other payment regulations
   • Unauthorized payments or payment fraud
   • Errors in payment amounts, recipient information, or payment instructions
   • Disputes with customers or vendors regarding payments processed through the Services
   • Tax reporting failures related to payments

   (vii) Communications Violations:

   • Violations of TCPA, CAN-SPAM, CASL, or other communications laws
   • Unauthorized or unsolicited communications sent through the Services
   • Failure to obtain required consents or honor opt-out requests

   (viii) Professional Malpractice:

   • Professional negligence, errors, or omissions in Client's services provided to Client's own clients or customers
   • Claims that Client failed to exercise appropriate professional judgment
   • Reliance on outputs from the Services without independent verification

   (ix) Third-Party Relationships:

   • Disputes between Client and any Authorized User, client, customer, vendor, employee, contractor, or other third party
   • Any Entity's exercise of rights under Section 2.5 (Administrator Access)

   (x) Gross Negligence or Willful Misconduct:

   • Any gross negligence, willful misconduct, fraud, or illegal activity by Client or Authorized Users
2. Exceptions. Client's indemnification obligations under this Section 9.1 do not apply to the extent a Claim arises solely and directly from:
   • BBos's breach of these Terms
   • BBos's gross negligence or willful misconduct
   • BBos's infringement of third-party intellectual property rights (which is addressed in Section 9.2)

9.2 BBos IP Indemnity.

1. Indemnification Obligation. BBos will defend Client against any 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 a third party, and BBos will pay any damages and costs finally awarded against Client in a final, non-appealable judgment by a court of competent jurisdiction, or agreed to in a settlement approved by BBos, to the extent arising from such Claim.
2. Exclusions. BBos will have no obligation under Section 9.2 for any Claim to the extent arising from or relating to:

   (i) Client Data or any third-party content, data, materials, or services provided by or on behalf of Client

   (ii) Any modification of the Services by Client or any third party not authorized by BBos, if the Claim would not have arisen but for such modification

   (iii) Combination or use of the Services with any products, services, data, software, hardware, or technology not provided by BBos, if the Claim would not have arisen but for such combination or use

   (iv) 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 or Improvement, or
   • Offered to modify the Services to make them non-infringing

   (v) Client's breach of these Terms, including use of the Services outside the scope of the license granted in Section 3.1 or in violation of Section 3.3 (Use Restrictions)

   (vi) 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 and BBos made such current version available to Client

   (vii) Use of the Services in a manner inconsistent with the Documentation

   (viii) Claims based on Open Source Components (which are governed by their respective open source licenses)

   (ix) Claims based on functionality provided by Third-Party Integrations

9.3 BBos Remedies for Infringement. If the Services are, or in BBos's reasonable opinion are likely to be, the subject of an infringement Claim, BBos may, at its option and expense:

1. Obtain for Client the right to continue using the Services
2. Replace or modify the Services so that they are no longer infringing while remaining materially equivalent in functionality
3. If options (a) and (b) are not commercially reasonable, terminate the affected 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 Indemnification Procedure. The indemnified party must, as a condition to receiving indemnification:

1. Notice. Promptly notify the indemnifying party in writing of any Claim subject to indemnification. However, failure to provide prompt notice will not relieve the indemnifying party of its obligations under this Section 9, except to the extent the indemnifying party is materially prejudiced by such failure.
2. Control. Grant the indemnifying party sole control over the defense and settlement of the Claim, provided that:
   • The indemnifying party may not settle any Claim in a manner that:
     • Imposes any admission of wrongdoing, obligation, or liability on the indemnified party, or
     • Requires the indemnified party to pay any amount or take any action
   • Without the indemnified party's prior written consent, which will not be unreasonably withheld, conditioned, or delayed
3. Cooperation. Provide reasonable cooperation to the indemnifying party in the defense of the Claim, at the indemnifying party's expense. Such cooperation may include:
   • Providing access to relevant documents and information
   • Making employees available for testimony or depositions
   • Executing documents necessary for the defense
4. Participation. The indemnified party may participate in the defense of any Claim at its own expense with counsel of its own choosing, but the indemnifying party will retain control of the defense.
5. No Settlement by Indemnified Party. The indemnified party will not settle or compromise any Claim without the prior written consent of the indemnifying party.

10.1 EXCLUSION OF CONSEQUENTIAL DAMAGES.

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER PARTY FOR ANY:

EVEN IF:

• Advised of the possibility of such damages
• Such damages were foreseeable
• Such damages actually occur

AND REGARDLESS OF THE THEORY OF LIABILITY, WHETHER:

• Contract
• Tort (including negligence)
• Strict liability
• Product liability
• Statutory liability
• Or otherwise

10.2 CAP ON DIRECT DAMAGES.

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW:

1. General Cap. 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, PRODUCT LIABILITY, STATUTORY LIABILITY, OR OTHERWISE, WILL NOT EXCEED THE TOTAL AMOUNTS ACTUALLY PAID BY CLIENT TO BBOS UNDER THE APPLICABLE ORDER FORM DURING THE TWELVE (12) MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM.
2. Free Services or Free Trial Cap. If Client has not paid any fees during the twelve (12) month period preceding the event giving rise to the Claim, or if Client is using the Services pursuant to a Free Trial, promotional offer, or free tier, BBOS'S AGGREGATE LIABILITY WILL NOT EXCEED FIFTY UNITED STATES DOLLARS (USD $50.00).
3. Multiple Claims. THE LIMITATIONS IN THIS SECTION 10.2 ARE AGGREGATE CAPS THAT APPLY TO ALL CLAIMS IN THE AGGREGATE, not per Claim. Multiple Claims will not increase the liability cap.

10.3 Exceptions to Limitations. The limitations in Sections 10.1 and 10.2 will not apply to:

1. Client's payment obligations under Section 5 (fees, taxes, and late payments)
2. Either party's indemnification obligations under Section 9
3. Either party's liability for willful misconduct or fraud
4. Either party's breach of Section 7 (Confidentiality)
5. Client's breach of Section 3.3 (Use Restrictions) or Section 6 (Proprietary Rights)
6. Liabilities that cannot be limited by applicable Law

However, even for these exceptions, the exclusion of consequential damages in Section 10.1 will still apply to the maximum extent permitted by Law.

10.4 Allocation of Risk and Essential Basis.

1. Fundamental Basis. The parties expressly agree that the limitations and exclusions of liability in this Section 10 are a fundamental element of the basis of the bargain between the parties, and reflect an informed, voluntary allocation of risk.
2. Pricing Consideration. These limitations have been taken into account in setting the fees for the Services, and absent these limitations, the fees would be substantially higher.
3. Acknowledgment. The parties agree that:
   • BBos would not enter into these Terms without the limitations in this Section 10
   • Client has had the opportunity to obtain insurance to cover risks not assumed by BBos
   • The limitations are reasonable given the nature of the Services and the fees charged

10.5 NATURE OF CLAIMS AND FAILURE OF ESSENTIAL PURPOSE.

THE LIMITATIONS OF LIABILITY IN THIS SECTION 10 SHALL APPLY REGARDLESS OF:

THE LIMITATIONS IN THIS SECTION 10 WILL SURVIVE AND APPLY EVEN IF ANY LIMITED REMEDY SPECIFIED IN THESE TERMS IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE.

10.6 Specific Service Feature Limitations. Without limiting the generality of this Section 10, BBos shall have no liability for:

1. AI Outputs - Errors, omissions, biases, or inaccuracies in AI-generated content (see Section 4.7)
2. Professional Advice - Client's professional decisions, malpractice claims, or consequences of not obtaining professional advice (see Section 4.2)
3. Electronic Signatures - Invalidity or unenforceability of electronically signed documents (see Section 4.8)
4. Employee Monitoring - Privacy violations or employment Claims related to monitoring (see Section 4.9)
5. Payment Processing - Payment failures, delays, or compliance violations (see Section 4.10)
6. Recruitment - Employment discrimination or wrongful hiring Claims (see Section 4.11)
7. Communications - TCPA, CAN-SPAM, or CASL violations (see Section 4.12)
8. Third-Party Integrations - Issues with QuickBooks, Plaid, or other third-party services (see Section 4.13)
9. Data Loss - Loss, corruption, or unavailability of Client Data (see Section 4.5)
10. Security Incidents - Breaches, hacks, or unauthorized access despite reasonable security measures (see Section 4.6)

11.1 Term.

1. Effective Date. 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").
2. Subscription Terms. Each subscription will have:
   • An initial term specified in the applicable Order Form or online purchase flow (such as monthly, quarterly, or annually)
   • Automatic renewal 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 as stated in the Order Form
3. Renewal Notice. For annual subscriptions, BBos will provide Client with notice of the pending renewal at least thirty (30) days prior to the renewal date via email to the address associated with Client's Account.
4. Fees Upon Renewal. Subscriptions will renew at BBos's then-current fees, which may be different from the fees during the prior term, subject to Section 5.6 (Fee Changes). If Client does not wish to renew at the new fees, Client must provide timely notice of non-renewal.

11.2 Termination for Cause.

1. Either Party May Terminate. Either party may terminate a subscription or these Terms for cause upon written notice to the other party if the other party:
   1. 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
   2. For payment breaches, fails to cure within ten (10) days after receiving written notice; or
   3. Becomes insolvent, files or has filed against it a petition for bankruptcy, makes an assignment for the benefit of creditors, has a receiver appointed over its assets, or experiences a similar event under applicable Law.
2. Immediate Termination for Material Breaches. Notwithstanding Section 11.2(a), BBos may terminate immediately without providing an opportunity to cure if Client or any Authorized User:
   • Breaches Sections 3.3 (Use Restrictions), 6 (Proprietary Rights), or 7 (Confidentiality)
   • Engages in fraudulent, abusive, or illegal activity
   • Poses a security risk to the Services or other customers
3. Notice Procedure. Notices of breach must:
   • Be in writing
   • Describe the breach in reasonable detail
   • Be delivered in accordance with Section 15.7
   • Provide the breaching party a reasonable opportunity to respond and cure (except for immediate termination situations)

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 and without liability, if:

1. Client or any Authorized User engages in fraudulent, abusive, or illegal activity using the Services
2. Client breaches Sections 3.3 (Use Restrictions), 6 (Proprietary Rights), or 7 (Confidentiality)
3. BBos is required to terminate by Law, court order, or government or regulatory authority
4. Provision of the Services to Client becomes unlawful under applicable Law
5. Provision of the Services to Client becomes commercially impractical or creates unacceptable risk to BBos or other customers
6. Client fails to cure a suspension under Section 4.14 within thirty (30) days

11.4 Effect of Termination or Expiration.

Upon expiration or termination of a subscription or these Terms for any reason:

1. License Termination. All rights and licenses granted to Client under the terminated subscription or these Terms will immediately terminate.
2. Cease Use. Client will immediately stop using the applicable Services and will cause all Authorized Users to stop using them.
3. Payment Obligations. Except as expressly provided otherwise in these Terms:
   • All amounts owed by Client under these Terms or any Order Form will become immediately due and payable
   • Client remains obligated to pay all fees incurred through the effective date of termination
   • No refunds or credits will be provided for any prepaid fees (except as specified in Section 11.4(g))
4. Return or Destruction of Confidential Information. Each party will return or destroy all Confidential Information of the other party in its possession or control in accordance with Section 7.6, except:
   • As required by applicable Law or professional obligations (such as accounting or legal requirements)
   • To the extent stored in archival or automatic backup systems (which will remain subject to Section 7)
5. Data Export Period. Client will have the export period specified in Section 11.6 to export Client Data.
6. Post-Termination Assistance. BBos has no obligation to provide any transition assistance, data migration support, or other services after termination unless the parties expressly agree otherwise in a separate written agreement, which may be subject to additional fees.
7. Refund for Termination for BBos Breach. If Client terminates for cause under Section 11.2(a) due to BBos's uncured material breach, BBos will refund to Client any prepaid, unused fees for the affected portion of the subscription on a pro-rata basis, calculated from the effective date of termination. This is Client's sole and exclusive remedy for termination due to BBos's breach, and BBos shall have no other liability for such termination.
8. No Refund for Client Breach. If BBos terminates for cause due to Client's breach, Client is not entitled to any refund or credit of prepaid fees.

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:

1. Client will not attempt to re-register for or access the Services through use of a different account, email address, organization name, or otherwise
2. Client will not be entitled to receive a refund of any fees
3. BBos reserves the right to immediately take any actions set forth in Section 4.14 (Suspension Rights) without notice if Client violates this Section 11.5
4. Any attempt to circumvent a termination may result in legal action by BBos

11.6 Data Export.

1. Export Period. 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 through the Services' user interface or API.
2. Export Methods. BBos will provide reasonable export methods such as:
   • CSV or Excel export for structured data
   • Bulk data export via API
   • Document download capabilities
   • Other export formats as available in the Services
3. Export Limitations. Client acknowledges that:
   • Not all data formats may be available for export
   • Certain data (such as system-generated metadata, activity logs, or analytics) may not be exportable
   • Client is solely responsible for conducting exports during the Export Period
   • BBos has no obligation to provide custom export formats or additional export assistance beyond what is available in the Services
   • Large data exports may require time to process and complete
4. No Obligation After Export Period. 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 in accordance with BBos's data retention policies, subject to BBos's legal and regulatory obligations.
5. Confirmation of Deletion. Upon Client's written request made within ninety (90) days after termination, and provided Client has paid all outstanding fees, BBos will confirm in writing that Client Data has been deleted or destroyed.
6. Retention for Legal Purposes. Notwithstanding the above, BBos may retain Client Data to the extent required by:
   • Applicable Law or regulation
   • Legal hold or litigation obligations
   • Audit or compliance requirements
   • Archival or backup systems (provided such data remains subject to confidentiality obligations)
7. Fees for Extended Export Period. If Client requires an extended Export Period beyond thirty (30) days, Client may request an extension by contacting BBos at info@bbos.ai. BBos may, at its sole discretion, grant such extension subject to additional fees.

11.7 Service Discontinuance.

1. Right to Discontinue. BBos reserves the right to discontinue the Services or any features thereof at any time, including discontinuing operations entirely.
2. Notice. If BBos discontinues the Services entirely and ceases operations:
   • BBos will provide Client with at least ninety (90) days' notice, if commercially practicable
   • Notice may be provided via email, within the Services, or on BBos's website
   • BBos will use commercially reasonable efforts to provide longer notice if possible
3. Export During Notice Period. Client will be able to request export of Client Data during the notice period in accordance with Section 11.6.
4. Refund. If BBos discontinues the Services entirely, BBos will refund to Client any prepaid fees for Services not yet provided on a pro-rata basis, calculated from the discontinuance date.
5. No Other Liability. BBos will have no other liability to Client for discontinuance of the Services, including for:
   • Migration costs to alternative services
   • Lost business or opportunities
   • Costs of data export or conversion
   • Any consequential damages

11.8 Survival.

The following provisions will survive any expiration or termination of these Terms:

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

12.1 Compliance with Laws - General.

1. Client Compliance Obligation. Each party will comply with all applicable Laws in connection with its performance under these Terms. However, Client is solely responsible for determining whether the Services are appropriate for use under any Laws applicable to Client's business, industry, or operations.
2. Regulated Industries. If Client operates in a regulated industry (such as healthcare, financial services, legal services, or accounting), Client is solely responsible for:
   • Ensuring that its use of the Services complies with industry-specific regulations
   • Obtaining any required approvals, licenses, or registrations
   • Implementing appropriate controls and safeguards
   • Consulting with regulatory advisors
3. No Regulatory Advice. BBos does not provide regulatory compliance advice and makes no representations that the Services comply with any specific regulatory requirements applicable to Client's industry.

12.2 Export Control and Trade Sanctions.

1. Export Control Compliance. The Services, Software, Documentation, and related technical data may be subject to export control and economic sanctions Laws of the United States and other jurisdictions, including the U.S. Export Administration Regulations (EAR), International Traffic in Arms Regulations (ITAR), and regulations administered by the Office of Foreign Assets Control (OFAC).
2. Client Export Obligations. Each party will comply with all applicable export control and sanctions Laws. 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:

   To any jurisdiction, person, or entity prohibited by applicable Laws, including:

   • Any jurisdiction subject to U.S. embargo (currently including Cuba, Iran, North Korea, Syria, and the Crimea, Donetsk, and Luhansk regions of Ukraine)
   • Any country designated by the U.S. as a "terrorist supporting" country

   To anyone on restricted party lists, including:

   • U.S. Treasury Department's list of Specially Designated Nationals and Blocked Persons (SDN List)
   • U.S. Department of Commerce's Denied Persons List, Entity List, or Unverified List
   • Any similar list maintained by applicable authorities in other jurisdictions

   For any purpose prohibited by applicable Laws, including the development, design, manufacture, or production of nuclear, chemical, or biological weapons or missile technology

3. Client Representations. Client represents and warrants that:
   • Neither Client nor any Authorized User is located in, organized under the laws of, or a national or resident of any embargoed or restricted jurisdiction
   • Neither Client nor any Authorized User is listed on any restricted party list
   • Client and Authorized Users will comply with all applicable export control and sanctions Laws
   • Client will not use the Services for any prohibited purposes
4. Breach Consequences. Any breach of this Section 12.2 is a material breach of these Terms and grounds for immediate termination by BBos without liability.

12.3 Anti-Corruption and Anti-Bribery.

1. Anti-Corruption Laws. Each party represents and warrants that:
   • It has not received or been offered, and will not offer or provide, 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
   • It has not and will not violate any applicable anti-corruption or anti-bribery Laws, including:
     • U.S. Foreign Corrupt Practices Act (FCPA)
     • U.K. Bribery Act 2010
     • Any similar Laws in other jurisdictions
   • It maintains policies and procedures designed to ensure compliance with such Laws
2. Government Officials. If either party's employees or representatives are government officials or employees of state-owned enterprises, the other party will comply with all Laws applicable to dealings with such officials.
3. Third-Party Conduct. Each party is responsible for ensuring that its Affiliates, Representatives, and agents comply with this Section 12.3.

12.4 Government Use.

1. Commercial Items. If Client is a U.S. government entity or if use of the Services is for U.S. government purposes, the Services, Software, and Documentation constitute "Commercial Computer Software" and "Commercial Computer Software Documentation" as those terms are defined in:
   • Federal Acquisition Regulation (FAR) 12.212
   • Defense Federal Acquisition Regulation Supplement (DFARS) 227.7202
2. Government Rights. Use, duplication, and disclosure of the Services, Software, and Documentation by the U.S. government is subject to:
   • The restrictions set forth in these Terms
   • FAR 12.212 and DFARS 227.7202
   • The minimum restricted rights set forth in FAR 52.227-19 (for civilian agencies)
   • DFARS 252.227-7013 (for DoD)
3. No Additional Rights. Except as expressly permitted by these Terms, the U.S. government acquires no greater rights than are provided to commercial customers under these Terms.
4. Manufacturer. For purposes of FAR and DFARS, the manufacturer of the Services is: BBos Holdings, LLC, 612 S. Cochran Ave. #409, Los Angeles, CA 90036

12.5 Privacy Laws Compliance.

1. Client Privacy Obligations. Client is solely responsible for:
   • Complying with all applicable privacy and data protection Laws, including:
     • General Data Protection Regulation (GDPR) (if applicable)
     • California Consumer Privacy Act (CCPA) / California Privacy Rights Act (CPRA)
     • Other U.S. state privacy laws
     • Canada's Personal Information Protection and Electronic Documents Act (PIPEDA)
     • Other country-specific privacy laws
   • Providing required privacy notices to data subjects
   • Obtaining required consents from data subjects
   • Responding to data subject rights requests
   • Implementing appropriate data security measures
   • Conducting privacy impact assessments if required
2. BBos Privacy Practices. BBos's privacy practices are described in BBos's Privacy Policy, available at https://bbos.ai/privacy and incorporated herein by reference. Client should review the Privacy Policy carefully.
3. Personal Data in Client Data. If Client Data includes Personal Data as defined under applicable privacy laws:
   • Client is the data controller (or business under CCPA) and BBos is the data processor (or service provider under CCPA)
   • Processing of Personal Data is governed by the DPA
   • Client must ensure it has a lawful basis for processing such Personal Data
   • Client must ensure BBos's processing is consistent with Client's privacy notices

12.6 Data Processing Addendum (DPA).

1. DPA Requirement. If Client is subject to the GDPR, CCPA, or other privacy laws that impose obligations on Client as a data controller or business, and if Client processes Personal Data using the Services, Client must execute BBos's Data Processing Addendum ("DPA").
2. DPA Availability. The DPA is available at https://bbos.ai/dpa or upon request by contacting info@bbos.ai.
3. DPA Terms. The DPA includes:
   • Definitions and roles of parties as controller/processor
   • Processing instructions and limitations
   • Data subject rights procedures
   • Subprocessor list and approval procedures
   • Security measures and incident notification
   • International data transfer mechanisms (Standard Contractual Clauses)
   • Audit rights
   • Return and deletion of data
4. DPA Incorporation. Once executed, the DPA is incorporated into and forms part of these Terms. In the event of any conflict between these Terms and the DPA, the DPA will control with respect to processing of Personal Data.
5. Subprocessors. BBos uses third-party subprocessors to provide the Services, including:
   • Firebase (Google Cloud) for hosting and data storage
   • Google Cloud (Vertex AI) for AI features
   • Twilio for communications features
   • Plaid for payment processing
   • QuickBooks (Intuit) for accounting integration
   • Other service providers as listed in the DPA

   Client authorizes BBos to use these subprocessors, subject to the terms of the DPA.

12.7 Healthcare and HIPAA.

1. HIPAA Not Applicable. Unless the parties have executed a separate Business Associate Agreement (BAA), the Services are not intended to be used for storing, processing, or transmitting Protected Health Information (PHI) as defined by the Health Insurance Portability and Accountability Act (HIPAA).
2. No HIPAA Compliance. Client agrees not to use the Services to store, process, or transmit any PHI unless:
   • Client has executed a BAA with BBos
   • BBos has explicitly agreed in writing that the Services will be HIPAA-compliant for Client's use
3. Client Responsibility. If Client inadvertently uploads PHI to the Services without a BAA in place:
   • Client is solely responsible for any HIPAA violations
   • BBos has no liability for such PHI
   • Client will immediately remove such PHI from the Services
   • Client will indemnify BBos for any Claims related to such PHI
4. BAA Availability. If Client requires HIPAA-compliant services, Client should contact BBos at info@bbos.ai to discuss execution of a BAA, which may be subject to additional fees and requirements.

12.8 Financial Services Regulations.

1. No Financial Services. BBos is not a financial institution, broker-dealer, investment advisor, or provider of financial services. The Services provide technology tools only.
2. Client Compliance. If Client is subject to financial services regulations (such as SEC, FINRA, GLBA, SOX, banking regulations, etc.), Client is solely responsible for:
   • Ensuring the Services meet Client's regulatory requirements
   • Implementing required controls and safeguards
   • Maintaining required records and audit trails
   • Ensuring compliance with recordkeeping requirements
   • Consulting with regulatory advisors
3. No Regulatory Guarantees. BBos makes no representations that the Services comply with any specific financial services regulations applicable to Client.

12.9 Professional Licensing and Practice Regulations.

1. Client Professional Obligations. If Client or Authorized Users are subject to professional licensing requirements or practice regulations (such as for CPAs, attorneys, doctors, engineers, etc.):

   Client is solely responsible for ensuring use of the Services complies with:

   • Professional licensing requirements
   • Codes of professional conduct or ethics
   • Practice regulations
   • Professional malpractice insurance requirements
   • Continuing education requirements
   • Record retention requirements

   BBos has no liability for Client's violations of professional regulations

2. Professional Judgment. Client acknowledges that the Services are tools only and do not replace professional judgment, expertise, or responsibility. Client remains fully responsible for all professional services Client provides to Client's own clients or customers.

12.10 Accessibility.

1. Accessibility Efforts. BBos endeavors to make the Services accessible to users with disabilities and aims to comply with Web Content Accessibility Guidelines (WCAG) 2.1 Level AA where commercially reasonable.
2. No Guarantee. However, BBos makes no representation or warranty that the Services comply with any specific accessibility standards or Laws (such as Section 508 of the Rehabilitation Act or the Americans with Disabilities Act).
3. Client Responsibility. If Client is subject to accessibility requirements:
   • Client is solely responsible for ensuring its use of the Services complies with such requirements
   • Client should evaluate the Services for accessibility before use
   • BBos will consider accessibility feedback but makes no commitment to implement specific accessibility features
4. Accessibility Feedback. Client may report accessibility issues to info@bbos.ai, and BBos will consider such feedback in its product development roadmap.

12.11 Children's Privacy.

1. Age Restriction. The Services are not directed to children under the age of 18, and BBos does not knowingly collect Personal Data from children under 18.
2. Client Responsibility. Client represents and warrants that:
   • Client will not permit individuals under 18 to use the Services
   • If Client becomes aware of any use by individuals under 18, Client will immediately terminate such access
   • Client Data does not include Personal Data of children under 13 (or 16 in the EU)
3. COPPA Compliance. Client is solely responsible for compliance with the Children's Online Privacy Protection Act (COPPA) if applicable to Client's business.

13.1 Governing Law.

1. Applicable 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 or the conflict of laws rules of any other jurisdiction.
2. UN Convention. The United Nations Convention on Contracts for the International Sale of Goods does not apply to these Terms.
3. No Statutory Rights. Nothing in these Terms limits or excludes any statutory consumer rights that cannot be waived under applicable mandatory Law, but such rights apply only to the minimum extent required by such Law.

13.2 Informal Resolution.

1. Pre-Dispute Requirement. Before initiating any formal dispute resolution proceeding, a party with a dispute must first attempt to resolve the dispute informally by providing written notice to the other party (a "Dispute Notice").
2. Dispute Notice Content. The Dispute Notice must include:
   • A description of the nature and basis of the dispute
   • All relevant documents or information supporting the dispute
   • The proposed resolution or remedy sought
3. Informal Negotiations. After receipt of a Dispute Notice:
   • The parties will make good faith efforts to resolve the dispute through direct discussions
   • Such discussions will be between executives with decision-making authority
   • Informal negotiations will continue for at least thirty (30) days
4. Tolling. Any applicable statute of limitations will be tolled during the thirty (30) day informal negotiation period.
5. Requirement to Continue Performance. Except for payment disputes or material breaches, the parties will continue to perform their obligations under these Terms during informal negotiations.

13.3 Mediation.

1. Mediation Required. 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 proceeding to arbitration or litigation.
2. Mediation Procedure. The mediation will be conducted:
   • Before a single mediator mutually agreed upon by the parties
   • If the parties cannot agree on a mediator within ten (10) days, the mediation will be administered by JAMS (or another mutually agreed alternative dispute resolution provider)
   • In Los Angeles County, California (unless the parties agree otherwise)
   • In accordance with the mediation procedures of JAMS (or the agreed provider)
3. Mediation Costs. Each party will:
   • Bear its own costs, expenses, and attorneys' fees for mediation
   • Share equally the mediator's fees and the administrative costs of mediation
4. Confidentiality. All aspects of the mediation (including any discussions, documents exchanged, and the mediator's recommendations) will be confidential and will not be admissible in any subsequent proceeding, except as required by Law.
5. Termination of Mediation. Either party may terminate the mediation at any time after the first mediation session by providing written notice to the other party and the mediator.
6. Time Limit. If the dispute is not resolved within sixty (60) days after the first mediation session, either party may proceed to arbitration in accordance with Section 13.4.

13.4 Arbitration.

1. Agreement to Arbitrate. Except as provided in Section 13.8 (Injunctive Relief), 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 under its Commercial Arbitration Rules then in effect, or
   • If JAMS is unavailable, the American Arbitration Association (AAA) under its Commercial Arbitration Rules
2. Arbitration Procedure. The arbitration will be conducted:

   Arbitrator Selection:

   • By a single arbitrator mutually agreed upon by the parties
   • If the parties cannot agree within twenty (20) days after the demand for arbitration, the arbitrator will be selected in accordance with the applicable arbitration rules

   Language:

   • In English

   Location:

   • In Los Angeles County, California, unless the parties agree otherwise

   Governing Law:

   • In accordance with the Federal Arbitration Act (9 U.S.C. §§ 1-16)

   Discovery:

   • The parties will be entitled to discovery in accordance with the applicable arbitration rules, but the arbitrator may limit discovery to what is reasonable and necessary given the nature of the dispute and the amount in controversy
3. Arbitrator's Authority. The arbitrator will have authority to:
   • Grant any remedy or relief that would be available in a court of competent jurisdiction under applicable Law
   • Award attorneys' fees and costs to the prevailing party if authorized by Law or these Terms
   • Issue interim or provisional relief, including injunctive relief, if necessary to protect the rights of either party pending the final award

   However, the arbitrator may not:

   • Award punitive or exemplary damages except to the extent permitted by Section 10 of these Terms
   • Make any ruling, finding, or award that does not conform to these Terms
   • Award relief that affects persons or entities who are not parties to the arbitration
4. Arbitration Award. The arbitrator's award will be:
   • In writing
   • State the reasons for the award
   • Final and binding on the parties
   • Subject to entry of judgment in any court of competent jurisdiction
5. Costs and Attorneys' Fees. Each party will bear its own attorneys' fees and costs in arbitration, except:
   • The arbitrator may award attorneys' fees and costs to the prevailing party if authorized by Law or these Terms
   • If a party fails to prosecute or defend the arbitration, that party may be required to pay the other party's reasonable attorneys' fees and costs
6. Confidentiality. All aspects of the arbitration proceeding (including any hearings, testimony, evidence, documents exchanged, awards, and orders) will be strictly confidential, and may not be disclosed to any third party except:
   • As required by applicable Law
   • To enforce an arbitration award
   • As necessary to seek injunctive or equitable relief in court under Section 13.8
   • To the parties' attorneys, accountants, and other professional advisors under obligations of confidentiality
7. Opt-Out Right. Client may opt out of the arbitration provisions in this Section 13.4 by sending written notice to BBos at info@bbos.ai within thirty (30) days after first accepting these Terms. The notice must include Client's name, address, and Account information, and must clearly state Client's intent to opt out of arbitration. If Client opts out, all other terms of these Terms will remain in effect, but disputes will be resolved in accordance with Section 13.8 (Injunctive Relief and Jurisdiction) and applicable Law.

13.5 Class Action Waiver.

1. INDIVIDUAL BASIS ONLY. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, CLIENT AND BBOS AGREE THAT ANY ARBITRATION OR LITIGATION WILL BE CONDUCTED ONLY ON AN INDIVIDUAL BASIS AND NOT IN A CLASS, CONSOLIDATED, OR REPRESENTATIVE ACTION.
2. CLASS ACTION WAIVER. CLIENT AND BBOS EXPRESSLY WAIVE ANY RIGHT TO:
   • File, join, or participate in a class action lawsuit or class arbitration
   • Seek relief on a class, collective, or representative basis
   • Act as a class representative or class member in any action
   • Join any claim with the claim of any other person or entity
3. Severability of Class Action Waiver. If any court or arbitrator determines that the class action waiver set forth in this Section 13.5 is void, unenforceable, or invalid for any reason, or that an arbitration can proceed on a class basis, then the arbitration provisions set forth in Section 13.4 shall be deemed null and void in their entirety, and the parties shall be deemed to have not agreed to arbitrate disputes. In that event, any dispute will be resolved by litigation in accordance with Section 13.8.
4. No Consolidation. Unless both parties expressly agree in writing, the arbitrator may not:
   • Consolidate more than one party's claims
   • Preside over any form of consolidated, representative, or class proceeding
   • Award relief to anyone other than Client individually
5. Enforceability. This class action waiver is an essential part of these Terms and the arbitration agreement. If this class action waiver is found to be unenforceable, the entire arbitration agreement in Section 13.4 is void.

13.6 Waiver of Jury Trial.

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW:

1. Jury Trial Waiver. CLIENT AND BBOS 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 Section 13.4.
2. Application to Litigation. In the event any litigation should arise in any court (notwithstanding the arbitration agreement in Section 13.4):
   • In a suit to vacate or enforce an arbitration award, or
   • For injunctive or equitable relief under Section 13.8, or
   • For any other reason

   CLIENT AND BBOS WAIVE ALL RIGHTS TO A JURY TRIAL and instead elect that the dispute be resolved by a judge.

3. Acknowledgment. Client acknowledges that:
   • This waiver is voluntary and informed
   • Client has had the opportunity to consult with legal counsel regarding this waiver
   • This waiver is an essential basis of the bargain between the parties

13.7 Confidentiality of Proceedings.

1. Confidentiality Requirement. All aspects of any arbitration, mediation, or litigation (including any rulings, decisions, orders, awards, testimony, evidence, and documents filed or exchanged) will be strictly confidential and will not be disclosed to any third party, except:
   1. To the extent required by applicable Law or court order
   2. To enforce an arbitration or mediation settlement or arbitration award
   3. As necessary to seek injunctive or equitable relief in court under Section 13.8
   4. To the parties' attorneys, accountants, insurers, and other professional advisors under obligations of confidentiality
   5. As necessary to comply with securities laws or stock exchange requirements (for public companies)
2. Protective Orders. If disclosure is required by Law, the disclosing party will:
   • Promptly notify the other party
   • Cooperate with efforts to obtain a protective order limiting disclosure
   • Disclose only the minimum information required
3. Breach of Confidentiality. Breach of this confidentiality obligation may entitle the non-breaching party to seek injunctive relief and damages.

13.8 Injunctive Relief and Jurisdiction.

1. Right to Seek Injunctive Relief. 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 to:
   • Protect intellectual property rights or Confidential Information
   • Enforce Sections 3.3 (Use Restrictions), 6 (Proprietary Rights), or 7 (Confidentiality)
   • Prevent irreparable harm that cannot be adequately remedied by monetary damages
   • Enforce an arbitration award
2. Jurisdiction and Venue. For purposes of seeking injunctive relief or any litigation that is not subject to arbitration, each party irrevocably:
   • Submits to the exclusive jurisdiction of the state and federal courts located in Los Angeles County, California
   • Consents to venue in such courts
   • Waives any objection to jurisdiction or venue in such courts, including any objection based on forum non conveniens
3. Service of Process. Each party consents to service of process in any legal proceeding by:
   • Personal delivery
   • Certified or registered mail
   • Express courier service
   • Email to the addresses specified in Section 15.7

13.9 Time Limit on Claims.

1. Limitation Period. 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.
2. Accrual. For purposes of this Section 13.9, a claim accrues when the party asserting the claim knew or reasonably should have known of the facts giving rise to the claim.
3. Equitable Relief Exception. This time limit does not apply to claims for injunctive or equitable relief to enforce Sections 3.3, 6, or 7, which may be brought at any time.
4. Shorter Than Statute of Limitations. This one (1) year limitation period is shorter than the statute of limitations that might otherwise apply under Law. Client acknowledges and agrees that this shortened limitation period is reasonable given the nature of the Services and the commercial relationship between the parties.

14.1 BBos's Right to Update.

1. Modification Right. BBos reserves the right to modify, amend, or update these Terms from time to time at its sole discretion by:
   • Posting updated Terms on its website (bbos.ai) or within the Services, and
   • Updating the "Last Updated" date at the top of these Terms
2. Reasons for Changes. BBos may modify these Terms for various reasons, including to:
   • Reflect changes in applicable Laws or regulations
   • Address new security or privacy concerns
   • Introduce new features, functionality, or services
   • Improve clarity or address ambiguities
   • Reflect changes in BBos's business practices
   • Respond to user feedback

14.2 Notice of Changes.

1. Notice Methods. BBos will provide notice of material changes to these Terms by one or more of the following methods:
   • Email notice to the email address associated with Client's Account
   • Prominent notice within the Services (such as a banner or pop-up notification upon login)
   • Posting on BBos's website (bbos.ai)
2. Materiality. BBos will determine in good faith whether a change is "material." Examples of material changes may include changes that:
   • Materially reduce Client's rights or expand Client's obligations
   • Materially increase fees or change payment terms
   • Materially change the scope of Services
   • Materially alter dispute resolution procedures
   • Materially change limitation of liability provisions
3. Non-Material Changes. For non-material changes (such as clarifications, corrections, or formatting improvements), posting updated Terms on the website may be the only form of notice provided.

14.3 Acceptance of Changes.

1. Effective Date of Changes. Changes to these Terms will become effective:
   1. Immediately upon posting for:
      • New users or new subscriptions entered into after the changes are posted
      • Changes required to comply with applicable Law
      • Changes necessary to address security or safety concerns
   2. Thirty (30) days after posting or notice for existing subscriptions, unless BBos specifies a different effective date in the notice
   3. Immediately if required by applicable Law or to address an urgent security risk
2. Deemed Acceptance. Client's continued use of the Services after the effective date of any changes constitutes Client's acceptance of the updated Terms.
3. Right to Reject Changes. If Client does not agree to any material changes to these Terms:
   • Client must stop using the Services before the changes become effective
   • Client may terminate the subscription in accordance with Section 11.1
   • If Client terminates due to material changes that substantially reduce Client's rights, BBos will refund any prepaid, unused fees on a pro-rata basis
4. No Obligation to Accept. Client is not obligated to accept changes to these Terms and may choose to terminate rather than continue under the updated Terms.

14.4 Order Form Precedence.

1. Commercial Terms Protected. 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, including:
   • Subscription tier
   • Number of Authorized Users
   • Fees and payment terms
   • Subscription term length

   Unless:

   • The Order Form expressly states that it is subject to updated Terms, or
   • Required by applicable Law, or
   • Both parties agree to the changes in writing
2. Renewal Terms. Upon renewal of a subscription, the then-current version of these Terms will apply to the renewal term.

14.5 Version Control.

1. Version Number. BBos will maintain version control for these Terms, indicated by the version number and "Last Updated" date at the top of these Terms.
2. Prior Versions. BBos may maintain an archive of prior versions of these Terms. Client may request a copy of prior versions by contacting info@bbos.ai.
3. Applicable Version. In the event of any dispute, the version of these Terms in effect at the time the relevant actions occurred or the dispute arose will govern.

15.1 Independent Contractors.

1. Relationship. The parties are independent contractors. Nothing in these Terms creates, or will be deemed to create:
   • A partnership
   • Joint venture
   • Agency relationship
   • Employment relationship
   • Fiduciary relationship
   • Franchise relationship

   Between the parties or between either party and the other party's employees, contractors, or Authorized Users.

2. No Authority to Bind. Neither party has authority to:
   • Bind the other party
   • Make commitments on the other party's behalf
   • Incur obligations on behalf of the other party
   • Act as an agent of the other party

   Without the other party's prior written consent, which may be withheld in the party's sole discretion.

3. No Employee Benefits. No employee benefits of any kind will be available to either party or its Representatives as a result of these Terms.

15.2 Assignment.

1. Client May Not Assign. Client may not assign, delegate, or transfer these Terms or any Order Form, in whole or in part, by operation of Law or otherwise, without BBos's prior written consent, which BBos may withhold in its sole discretion. Any attempted assignment, delegation, or transfer in violation of this Section 15.2 is void and of no effect.
2. BBos May Assign. BBos may assign these Terms or any Order Form, in whole or in part, without Client's consent:
   • To any Affiliate of BBos
   • In connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of BBos's assets
   • To any successor entity in any such transaction
   • To any entity that acquires BBos's business related to the Services
3. Effect of Assignment. Any permitted assignment will bind and inure to the benefit of the parties and their respective permitted successors and assigns.
4. Notice of Assignment. BBos will provide reasonable notice to Client of any assignment under Section 15.2(b), except where immediate notice is impractical due to the nature of the transaction.

15.3 Force Majeure.

1. Excused Performance. 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 (earthquakes, floods, hurricanes, fires, etc.)
   • War, terrorism, or civil unrest
   • Labor disputes or strikes
   • Epidemics or pandemics
   • Government actions, orders, or regulations
   • Power failures or internet failures
   • Failures of third-party hosting providers, telecommunications providers, or utility providers
   • Cyberattacks or security incidents affecting BBos's infrastructure or third-party services

   (Each, a "Force Majeure Event")

2. Notice and Mitigation. If a Force Majeure Event occurs:
   • The affected party will promptly notify the other party of the Force Majeure Event
   • The affected party's obligations under these Terms will be suspended for the duration of the Force Majeure Event
   • The affected party will use commercially reasonable efforts to mitigate the effects of the Force Majeure Event and resume performance as soon as practicable
3. Termination for Extended Force Majeure. 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 to BBos
   • BBos will provide a pro-rata refund of any prepaid fees for the unused portion of the subscription term
   • BBos will have no other liability to Client for such termination
4. Payment Obligations Not Excused. Force Majeure Events do not excuse or suspend Client's payment obligations.

15.4 Entire Agreement; Order of Precedence.

1. Complete Agreement. These Terms, together with:
   • All executed Order Forms
   • The DPA (if applicable)
   • The Privacy Policy (incorporated by reference)
   • Any other exhibits, addenda, or documents 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.

2. Order of Precedence. In the event of any conflict between documents:
   1. An executed Order Form will control over these Terms, but only with respect to the specific commercial terms expressly stated in such Order Form (such as pricing, subscription tier, number of Authorized Users, term length, and payment terms)
   2. The DPA will control over these Terms with respect to processing of Personal Data
   3. These Terms will control over:
      • Any purchase order, vendor form, or other Client procurement document
      • Any terms and conditions on Client's website or contained in Client's documents
3. Rejection of Client's Terms. Any additional, different, or conflicting terms in purchase orders, vendor forms, or other Client procurement documents are hereby rejected and will have no effect, unless expressly agreed to in writing by an authorized representative of BBos.
4. No Reliance on Prior Statements. Client acknowledges that it has not relied on any statements, representations, warranties, or agreements made by BBos or its Representatives except as expressly set forth in these Terms and any Order Form.

15.5 Amendments and Waivers.

1. Written Amendments Required. Except as provided in Section 14 (Changes to These Terms), any amendment, modification, or supplement to these Terms or any Order Form must be:
   • In writing
   • Signed or otherwise approved by authorized representatives of both parties
2. Email Not Sufficient. Email exchanges, text messages, or verbal agreements are not sufficient to amend these Terms, even if they reference an intent to modify these Terms, unless followed by a formal written amendment signed by both parties.
3. No Waiver by Conduct. No waiver of any breach of these Terms will be deemed a waiver of:
   • Any other breach
   • Any subsequent breach
   • Any provision not expressly waived
4. Waivers Must Be Written. Any waiver must be:
   • In writing
   • Signed by the waiving party
   • Specifically identify the provision being waived
5. No Course of Dealing. Any course of dealing, course of performance, or trade practice will not modify these Terms or create any rights or obligations not expressly set forth in these Terms.

15.6 Severability.

1. Invalid Provisions. 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
   • The remaining provisions of these Terms will remain in full force and effect
   • The invalidity of one provision will not affect the validity or enforceability of any other provision
2. Essential Purpose. The above applies so long as the essential purpose of these Terms is not frustrated by the modification or removal of the invalid provision.
3. Reformation. If a provision cannot be modified to be valid and enforceable while accomplishing its objective, the parties agree that a court may reform the provision to the minimum extent necessary to make it valid and enforceable.

15.7 Notices.

1. Written Notice Required. All notices under these Terms must be in writing and will be deemed given when:
   1. Delivered personally or by a nationally recognized overnight courier service (such as FedEx or UPS) to the address below
   2. Three (3) business days after being sent by certified or registered mail, return receipt requested, to the address below
   3. Sent by email to the address below, provided that the sender receives an acknowledgment of receipt (either a read receipt or a reply confirming receipt)
2. Notice Addresses.

   For Notices to BBos:

   BBos Holdings, LLC Attn: Legal Department 612 S. Cochran Ave. #409 Los Angeles, CA 90036 Email: info@bbos.ai

   For Notices to Client:

   To the email address associated with Client's Account, or such other address as Client may designate by written notice to BBos

3. Updating Addresses. Either party may change its notice address by providing written notice to the other party in accordance with this Section 15.7.
4. Operational Communications. This Section 15.7 applies to legal notices required or permitted under these Terms (such as termination notices, breach notices, or invoices). Operational communications (such as support emails, service announcements, or marketing communications) may be sent by email without the formalities of this Section 15.7.

15.8 No Third-Party Beneficiaries.

1. No Third-Party Rights. These Terms do not and are not intended to confer any rights or remedies upon any person or entity other than:
   • The parties to these Terms
   • Their respective permitted successors and assigns
2. No Third-Party Enforcement. No third party (including Authorized Users, clients or customers of Client, employees, or contractors) has the right to enforce any provision of these Terms.
3. Indemnified Parties Exception. The only exception is the BBos Indemnified Parties described in Section 9.1, who are express third-party beneficiaries of Client's indemnification obligations and may enforce such obligations directly.

15.9 Language.

1. English Language Controls. It is the express wish of the parties that these Terms and all related documents have been drawn up in English. Any translation is provided for convenience only, and the English version will control in the event of any conflict or ambiguity.

15.10 Interpretation.

1. Headings. The headings and section titles in these Terms are for convenience only and will not affect their interpretation.
2. "Including" Means "Including Without Limitation." As used in these Terms, "including" means "including without limitation" and will not be construed to limit any general statement that it follows to the specific or similar items or matters immediately following it.
3. References to "Herein," "Hereof," "Hereunder." The words "herein," "hereof," and "hereunder" and words of similar import refer to these Terms as a whole and not to any particular provision.
4. "Will" Means "Shall." The word "will" has the same meaning and effect as "shall."
5. Singular and Plural. Words in the singular include the plural and vice versa.
6. Gender. Words in any gender include all other genders.
7. Days. References to "days" mean calendar days unless otherwise specified as "business days." Business days exclude Saturdays, Sundays, and U.S. federal holidays.
8. No Construction Against Drafter. These Terms will not be construed more strictly against one party than the other, regardless of who drafted them, as both parties have had the opportunity to review and negotiate these Terms.

15.11 Electronic Communications and Signatures.

1. Consent to Electronic Communications. Client consents to receive communications from BBos in electronic form, including:
   • Via email to the address associated with Client's Account
   • By posting notices within the Services
   • By posting on BBos's website (bbos.ai)
2. Legal Effect. Client agrees that all agreements, notices, disclosures, and other communications that BBos provides electronically satisfy any legal requirement that such communications be "in writing."
3. Electronic Signatures. Electronic signatures (including signatures obtained through electronic acceptance buttons such as "I Agree," "Accept," or similar mechanisms) and electronic records will have the same legal effect as physical signatures and paper records.
4. ESIGN Act Compliance. This consent is provided in accordance with the U.S. Electronic Signatures in Global and National Commerce Act (ESIGN Act).
5. Withdrawing Consent. Client may withdraw consent to receive electronic communications by contacting BBos at info@bbos.ai, but withdrawal of consent may result in termination of Client's access to the Services, as BBos may not be able to provide the Services without electronic communications.
6. Hardware and Software Requirements. To receive electronic communications, Client must have:
   • A computer or mobile device with internet access
   • A current web browser with cookies enabled

15.12 Publicity.

1. Use of Name and Logo. BBos may identify Client as a customer of BBos and may use Client's name, logo, and trademarks on:
   • BBos's website
   • Marketing materials (including presentations, case studies, and brochures)
   • Customer lists
   • Social media
   • Press releases announcing the business relationship

   Subject to any reasonable trademark usage guidelines provided by Client.

2. Approval Not Required. Unless otherwise agreed in writing, BBos does not need Client's prior approval for each use of Client's name or logo, provided such use:
   • Does not imply endorsement of BBos's products beyond use of the Services
   • Complies with Client's trademark guidelines (if provided)
   • Does not contain false or misleading statements about Client
3. Revocation of Permission. Client may revoke this permission at any time by providing written notice to BBos at info@bbos.ai. Upon receipt of such notice, BBos will:
   • Cease such use within thirty (30) days
   • Remove Client's name and logo from future marketing materials

   However, BBos is not required to recall or destroy existing printed materials or remove Client information from third-party websites or publications beyond BBos's control

4. Testimonials and Case Studies. BBos may request Client's participation in testimonials, case studies, or reference calls. Client's participation is voluntary and subject to separate agreement.

15.14 Equitable Relief.

1. Right to Equitable Relief. Client acknowledges that any breach or threatened breach of:
   • Section 3.3 (Use Restrictions)
   • Section 6 (Proprietary Rights)
   • Section 7 (Confidentiality)

   May cause irreparable harm to BBos for which monetary damages would be an inadequate remedy.

2. Injunctive Relief Available. Accordingly, BBos will be entitled to seek equitable relief, including:
   • Temporary restraining orders
   • Preliminary and permanent injunctions
   • Specific performance

   In the event of any such breach or threatened breach, without the need to:

   • Post bond or other security
   • Prove actual damages
   • Prove inadequacy of legal remedies

   And without prejudice to any other rights or remedies BBos may have at Law or in equity.

3. Cumulative Remedies. The right to equitable relief is in addition to, and not in lieu of, any other remedies available to BBos, including damages, termination, and indemnification.

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 and costs
• Court costs and filing fees
• Expert witness fees
• Collection agency fees
• Interest on unpaid amounts

15.16 Counterparts.

1. Multiple 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.
2. Electronic Signatures. Electronic signatures will be deemed original signatures for all purposes, and execution by electronic signature will have the same force and effect as execution by original signature.
3. Delivery by Email. Delivery of an executed counterpart of these Terms or an Order Form by email in PDF or similar format will be as effective as delivery of a manually executed original.

15.20 Contact Information.

For questions about these Terms, the Services, or Client's Account, Client may contact BBos at:

• Email: info@bbos.ai
• Mail: BBos Holdings, LLC, 612 S. Cochran Ave. #409, Los Angeles, CA 90036
• Website: bbos.ai