These Terms of Service (these “Terms”) apply to the use by you (either an individual or a legal entity that you represent as an authorized employee or agent) (“Customer”) of Dashbot Inc.’s (“Dashbot” or “We”) Platform, the Website (as defined below) and all services, Content (as defined below), applications, software development kits (“SDK”), application programming interfaces, chat bots and other products provided to Customer by Dashbot Inc. (collectively, the “Services”). These Terms constitute a binding agreement between Customer and Dashbot. BY CLICKING THE “I ACCEPT” BUTTON, AND/OR ACCESSING OR USING THE SERVICES, YOU ARE STATING THAT YOU ARE ELIGIBLE FOR AN ACCOUNT AND THAT YOU AGREE TO BE BOUND BY THESE TERMS ON BEHALF OR YOURSELF AND THE ENTITY YOU REPRESENT. The Services are offered to Customer conditioned on Customer’s acceptance of the terms and conditions contained herein. If Customer does not wish to accept these Terms, then do not use or access the Services. If Customer has entered into a separate written agreement (the “Contract”) with Dashbot governing Customer’s use of the Services, then (i) the terms and conditions of that Contract will prevail and govern with respect to the Services provided under such Contract, (ii) any conflicting terms herein will not be given effect with respect to such Services, and (iii) these Terms will apply only to Customer’s use of the Website and any portion of the Services not already governed by the Contract.

In addition to these Terms, Customer’s access to and use of the Services are governed by the Dashbot Privacy Policy, which can be found at https://www.dashbot.io/legal/privacy (the “Privacy Policy”). The Privacy Policy constitutes a part of these Terms and is incorporated by reference herein. Please read these Terms and the Privacy Policy carefully.

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1. DEFINITIONS

“Agency” means a Customer that is developing Conversational Interfaces on behalf of its clients or assisting or working with such clients on clients’ Conversational Interfaces. 

“Agency Organization” means, where the Customer is an Agency, a client of such Agency.

“Broadcast Message” means add-on Service functionality that allows Customer to send notification messages to Customer's user(s).

“Content” means all content contained in the Website, including all text, images, audio content, videos, designs, graphics, information, logos, downloadable content, software, and any other content contained therein and all related patents, copyrights, trademarks, service marks, intellectual property and/or other proprietary information of Dashbot.

“Conversational Interfaces” means any conversational interfaces, including chatbots, voice assistant applications, or live agent chats.

 “Customer Data” means the non-public, proprietary data, such as chatbot “chat” content and related usage data, provided to or made accessible to Dashbot by Customer for the purpose of obtaining the Services. For the sake of clarity, information that is publicly available or is rightfully provided to Dashbot by a third party shall not be deemed to be Customer Data, even if such information is also provided to Dashbot by Customer for the purposes of obtaining Services

“End User” means end users of Customer’s Conversational Interfaces. 

“Fees means Subscription Fees, Professional Services Fees, and any other fees payable under these Terms.

“Message” means the JSON message payload (i) sent to Dashbot through Dashbot’s SDK or REST API (or a combination of the foregoing) whenever an End-User interacts with Customer’s chatbot or Customer’s chatbot responds to the End-User, or (ii) delivered to Dashbot via other means, including but not limited to batch or bulk uploading of data.

“Platform” means Dashbot’s web-based chatbot data analytics and intelligence software-as-a-service platform.

“Results” means the resulting analysis provided through the Services for Customer’s Conversational Interfaces.

“Service Order” means any service order agreed to between Customer and Dashbot in writing from time to time, specifying, among other things, the scope of Services, Fees, and Subscription Term. Upon mutual execution, each Service Order will be governed by the terms and conditions hereof and is deemed incorporated herein by this reference.  

“User” means an employee, representative, consultant, contractor or agent of Customer, or of an Agency Organization, who is authorized to use the Services and has been supplied a user identification and password by Customer (or by Dashbot at Customer’s request).

“Website” means, collectively, any websites, web pages, and any subpages (including any mobile websites, web pages, and subpages) under Dashbot’s control, whether partial or otherwise. This includes, but is not limited to, https://www.dashbot.io/. 

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2. ACCOUNT AND ELIGIBILITY 

Customer must complete the registration process by providing Dashbot with current, complete and accurate information as prompted by the registration form, including Customer’s e-mail address (username) and password in order to use certain portions of the Services. Customer are responsible for safeguarding the confidentiality of Customer’s password(s) and user name(s), and for any use or misuse of Customer’s account resulting from any third party using a password or user name. By creating an account, Customer represent and warrant that (i) Customer are the legal owner (or an authorized employee or agent thereof) of the Conversational Interfaces for which the Services will be provided through Customer’s account; (ii) Customer are of legal age and competent to form a binding contract; (iii) all information Customer provide is accurate, current and complete and (iv) if Customer are accepting these on behalf of a company or other legal entity, Customer have the authority to bind that company or legal entity to these Terms (in which case the references to “Customer’s” or “Customer” in these Terms shall include a reference to that company or legal entity).

Customer may have only as many User accounts and related User identifications in use at any one time as the number of Users specified in the applicable Service Order.  Customer acknowledges that Dashbot may include in its Services functionality to track the number of active Users and to disallow use by more than the authorized number of Users.  User identifications and passwords cannot be shared or used by more than one User.  Customer are responsible for all activities that occur under Customer’s User accounts.  Customer shall use commercially reasonable efforts to prevent unauthorized access to, or use of, the Services, and shall promptly notify Dashbot of any known unauthorized use.  Customer will ensure that (a) all Users given access to the Services have the right to access the information and Customer Data made accessible to them by Customer through the Services and (b) any User granting Dashbot access to any Customer Data has the right and authority to grant such access.  If Dashbot has previously prohibited Customer from accessing the Website or otherwise using the Services, Customer are not permitted to access the Website or otherwise use the Services. 

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3. FEES

Customer shall pay the subscription and other fees applicable to Customer’s use of the Services in the amounts specified in the Service Order(s) (“Subscription Fees”).  Customer shall also pay any fees for Professional Services specified in any Service Order or SOW (“Professional Services Fees” and together with the Subscription Fees, the “Fees”).  Unless otherwise indicated in the applicable Service Order or SOW, Dashbot will invoice Customer in advance annually for the Fees.  

If Customer’s actual usage of the Services during a given month exceeds the Message volume specified in the applicable Service Order, or Customer wishes to add User accounts in excess of the number of User accounts specified in the applicable Service Order, Dashbot will invoice Customer, and Customer will pay Dashbot for any applicable Overage Fees (as defined in the applicable Service Order) and for any extra Users for such calendar month at the rates specified in the applicable Service Order. 

All payments shall be made within thirty (30) days after the date of Dashbot’s invoice.  All Fees will be quoted in, and all payments must be made in, U.S. dollars.  Late payments hereunder will accrue interest at a rate of 1.5% per month, or the highest rate allowed by applicable law, whichever is lower, and may result in suspension or termination of the Services until all amounts are paid in full.  Dashbot will provide Customer at least seven (7) days prior notice that Customer’s account is overdue before suspending Customer’s access to the Services. Any outstanding balance becomes immediately due and payable upon termination of these Terms for any reason and any collection expenses (including attorneys’ fees) incurred by Dashbot will be included in the amount owed.

Dashbot may change its fees and payment policies for the Services from time to time in its sole and absolute discretion, including but not limited to a change in the number of allowed Messages, the addition of costs for certain services, or as a result of fees charged to Dashbot or its licensors by 3rd party vendors for the inclusion of data in the Results. Any changes to the fees or payment policies are effective upon (i) Customer’s acceptance of such changes which Customer will be informed of through Customer’s account or (ii) Customer’s continued use of the Services after notification of the changes to the fees and/or payment policies. If Customer do not accept such changes, Dashbot reserves the right to limit, prevent, or terminate Customer’s access to the Services without any notice or liability. 

All payments required hereunder exclude all sales, value-added, use, or other taxes and similar obligations, all of which Customer will be responsible for and will pay in full, except for taxes based on Dashbot’s net income.

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4. USE OF THE SERVICES

Subject to Customer’s compliance with these Terms, Dashbot hereby grants Customer a limited, revocable, non-exclusive, non-transferable, non-sublicensable license to access through the Website and use the Services described in the applicable Service Order solely for Customer’s (or an Agency Organization’s, if applicable) internal business purposes during the Subscription Term. The foregoing rights include a non-exclusive, non-transferable license to use, reproduce and distribute Dashbot’s SDK tools during the Subscription Term solely as is necessary to transmit Messages to the Services from Customer’s or its Agency Organization’s data sources. Subject to the terms and conditions of these Terms, Customer may remotely access, view and download Customer’s Results made available by Dashbot. The Results are for Customer’s internal business purposes only. Customer may not sell, rent, license, disclose or make the Results publicly available without the permission of Dashbot.

Users accessing the Services on behalf of an Agency Organization may not have access to all the same features and functionality as other Users of Customer. The features and functionality that will be available to Users accessing the Services on behalf of an Agency Organization will be as set forth in the applicable Service Order. 

Subject to the terms and conditions hereof, including the payment of any applicable Professional Services Fees (as defined below), Dashbot will provide Customer the consulting, implementation or other professional services (collectively, “Professional Services”), if any, specified in a Service Order or mutually agreed separate statement of work (“SOW”).  Dashbot retains all right, title and interest in and to (a) anything it uses or develops in connection with performing Professional Services for Customer, including, among other things, software, tools, specifications, ideas, concepts, inventions, processes, techniques, and know-how and (b) any reports or other items or materials it delivers to Customer during the course of performing Professional Services (collectively, “Deliverables”), unless otherwise specified in the applicable Service Order or SOW. Dashbot hereby grants to Customer and its Users a non-exclusive, non-transferable, worldwide, royalty-free, limited-term license to use the Deliverables during the Subscription Term solely in conjunction with Customer’s use of the Services. Customer may not copy, modify, or otherwise create derivative works of any Deliverables without Dashbot’s prior written consent.

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5. RESTRICTIONS

Customer and its Users will not, nor will Customer allow any other third party to, (i) use the Services to send spam or unsolicited messages, collect data regarding others without their consent, transmit unlawful, immoral, libelous, tortuous, infringing, defamatory, threatening, vulgar or obscene material or material harmful to minors, or transmit viruses or other harmful computer code; (ii) attempt to interfere with or disrupt  the performance of the Services or the data contained therein; (iii) attempt to gain unauthorized access to the Services or networks related to the Services, (iv) interfere with another’s use of the Services; (v) rent, lease, lend, sell, sublicense, assign, distribute, publish, transfer, or otherwise make the Services available to any third party, except for End Users; (vi) modify, copy, or make derivative works based on the Services; (vii) disassemble, reverse engineer, or decompile the Services; (viii) create “links” to or from the Website or the Services, or “frame” or “mirror” any of the Content; (ix) use the Services in any manner or for any purpose that is unlawful under applicable laws; (x) access the Services to build a competitive service, reproduce features of the Services, or resell the Services; (xi) hack the Website or any software, network or servers used to provide the Services; (xii)  use any robot, spider, scraper or other automated means to access, data-mine, data-crawl, scrap or index the Services in any manner; or (xiii) attempt, encourage or facilitate any of the above.    

Dashbot will have the right to investigate and prosecute violations of any of the above to the fullest extent of the law. Dashbot may involve and cooperate with law enforcement authorities in prosecuting users who violate these Terms. Customer acknowledge that Dashbot has no obligation to monitor Customer’s access to or use of the Services, but has the right to do so for the purpose of operating the Services, to ensure Customer’s compliance with these Terms or to comply with applicable law or the order or requirement of a court, administrative agency or other governmental body.

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6. DATA RIGHTS

Customer will deliver to Dashbot, or grant access or permission to access via a third party (and Customer hereby grants such permissions), the Customer Data that Customer wish to have analyzed using the Services. Customer hereby grant Dashbot a non-exclusive, sublicensable right to access, use, copy, modify, create derivative works of and display the Customer Data: (i) as necessary to provide the Services; (ii) to deliver the Results to Customer; and (iii) to generate de-identified or aggregated data (collectively, “Aggregated Data”) and use such Aggregated Data for Dashbot’s business purposes. Customer shall ensure that Customer’s terms of service and privacy policy for Customer’s End Users shall allow Dashbot to process Customer Data in accordance with these Terms, and Customer represents and warrants that it has the necessary rights and permissions or approvals to use and to permit use of the Customer Data as contemplated herein and that Customer’s use of the Services will be in compliance with all applicable laws, rules and regulations (including all applicable privacy and data protection laws) and Customer’s privacy policy. In the event of a breach or reasonably anticipated breach of the foregoing warranties, in addition to any other remedies available at law or in equity, Dashbot will have the right, in its sole discretion, to immediately suspend any related Services if deemed reasonably necessary by Dashbot to prevent any liability from accruing to Dashbot.  Except as described in part (iii) of the foregoing sentence, Dashbot will not share any Customer Data with any third parties except (a) if Dashbot has Customer’s consent; (b) if Dashbot concludes that it is required by law or has a good faith belief that access, preservation or disclosure of such information is reasonably necessary to protect the rights, property or safety of Dashbot, its users or the public; or (c) to a subcontractor of Dashbot as necessary for Dashbot to provide the Services. Customer shall have sole responsibility for the accuracy, quality, integrity, reliability and appropriateness of all Customer Data. Customer hereby authorize Dashbot to collect and use Customer Data and Results as provided for in this paragraph. 

To the extent that We process any personal data on Customer’s behalf in the course of providing the Services, and either (i) Customer are established in the European Economic Area (“EEA”), or (ii) the data relates to residents of the EEA, We will do so in accordance with the data processing addendum accessible at https://www.dashbot.io/privacy (the “DPA”), which forms part of these Terms and is incorporated herein. For the purposes of this clause, the terms “personal data” and “process” have the meaning given in the DPA.

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7. PRIVACY

Except as may be specifically set forth herein, Customer will not (and will not allow any third party to) use the Services to track or collect personally identifiable information of Internet users, nor will Customer (or will Customer allow any third party to) associate any data gathered from Customer’s Conversational Interfaces (or such third parties’ website(s) or applications) with any personally identifying information from any source as part of Customer’s use (or such third parties’ use) of the Services. In addition, Customer will not include in any Customer Data any information that is subject to (i) the Payment Card Industry Data Security Standard, (ii) the requirements of the Gramm-Leach-Bliley Act, (iii) the Health Insurance Portability and Accountability Act of 1996’s requirements for business associates, or (iv) other similar frameworks. Customer will have and abide by an appropriate privacy policy which shall meet and conform in all respects to the requirements set forth in Section 6 above. Customer shall also comply with all applicable laws relating to the collection of information from visitors to Customer’s Conversational Interfaces and all other applicable privacy laws. Customer must post a privacy policy and that policy must (a) meet and confirm in all respects to the requirements set forth in Section 6 above and (b) provide notice of Customer’s use of a cookie and SDK that collects user information through the Services.

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8. PROPRIETARY RIGHTS

Customer acknowledge that in providing the Services, Dashbot utilizes (i) analytical, predictive, and optimization models; (ii) frameworks, algorithms and similar systems; (iii) other technology; (iv) the Website; and (v) Dashbot’s name, logo and other attributions (collectively, "Dashbot Technology") as well as data from a variety of proprietary and publicly available (including online) sources.  Subject to the limited rights granted to Customer to use the Services pursuant to Section 4, as between Dashbot and Customer, Dashbot retains all rights, title and interest, including all intellectual property rights, in and to the Dashbot Technology and the Services, and any and all modifications, enhancements, customizations or improvements to any of the foregoing.  All rights not expressly granted to Customer in these Terms are hereby expressly reserved and retained by Dashbot and its licensors.

Subject to the express rights granted to Dashbot to use the Customer Data under these Terms, as between Customer and Dashbot, Customer retain all rights, title and interest, including all intellectual property rights, to the Customer Data.

If Customer provide suggestions, feedback or other input to Dashbot concerning the functionality and performance of the Services, including identifying potential errors and improvements (collectively “Feedback”), then Customer hereby grant Dashbot and its affiliates a worldwide, irrevocable, perpetual, transferable, sublicensable, non-exclusive, royalty-free, fully paid-up right and license to use, perform, display, reproduce, create derivative works, and otherwise exploit such Feedback for any purpose, provided that such Feedback does not include any of Customer’s Confidential Information (as defined below). 

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9. CONFIDENTIALITY

“Confidential Information” means any proprietary data and any other non-public information disclosed by one party (the “Disclosing Party”) to the other (the “Receiving Party”) that is marked (if in writing) or identified (if disclosed orally) as “confidential” or is of a nature that a reasonable person would understand it to be confidential based on the circumstances under which it was disclosed. Notwithstanding the foregoing, Confidential Information will not include any information that (i) is or becomes known to the general public without the Receiving Party's breach of any obligation owed to the Disclosing Party; (ii) which is already in the Receiving Party’s rightful possession prior to disclosure by the Disclosing Party; (iii)  is received from a third party who obtained such Confidential Information without any third party's breach of any obligation owed to the Disclosing Party; or (iv) which is independently developed by the Receiving Party without the use of the Disclosing Party’s Confidential Information. Neither party will (a) use or disclose the other party’s Confidential Information without the other’s prior written consent except for the purpose of performing its obligations under these Terms or (b) disclose, publish, or disseminate Confidential Information of the Disclosing Party to anyone other than its personnel (including employees, contractors and consultants) who have a need to know the Confidential Information for the purposes set forth herein. Notwithstanding the foregoing, Dashbot shall have the right to share the existence and nature of these Terms with potential investors or acquirers, or with Dashbot’s attorneys, accountants, bankers, or other professional advisors in connection with a financing, merger, acquisition, corporate reorganization, consolidation, or sale of all or substantially all of its assets, so long as said parties have entered into confidentiality agreements with Dashbot containing terms substantially similar to those set forth herein.  Notwithstanding anything to the contrary set forth herein, the Receiving Party may disclose Confidential Information of the Disclosing Party to the extent required by applicable law, provided that the Receiving Party shall make reasonable efforts to provide the Disclosing Party with prior written notice of such compelled disclosure and reasonable assistance (at Disclosing Party's cost) if the Disclosing Party wishes to obtain protective treatment of the Confidential Information.. All Confidential Information in any form shall at all times remain the Disclosing Party’s property, and following termination hereof, the Receiving Party agrees to deliver to the Disclosing Party, or if not practicable, destroy, all of the Disclosing Party’s Confidential Information in the Receiving Party’s possession, except that the Receiving Party may retain copies of Confidential Information contained in computer files maintained pursuant to the Receiving Party’s customary archiving or back-up procedures (provided that such retained copies shall remain subject to this Section 9). If the Receiving Party discloses or uses (or threatens to disclose or use) any Confidential Information of the Disclosing Party in breach of this Section 9, the Disclosing Party shall have the right, in addition to any other remedies available to it, to seek injunctive relief to enjoin such acts, it being specifically acknowledged by the parties that any other available remedies are inadequate

10. USER CONTENT

Dashbot may offer community features, such as forums and chats, through the Website. In addition, Dashbot may allow Customer to submit information to Dashbot through forms and other manners in connection with using the Website and obtaining customer support from Dashbot. In connection with the foregoing, Customer may provide or post comments, photos, images, logos, descriptions, and other content and submit Feedback (collectively, the “User Content”). Customer may not provide or post User Content that is illegal, libelous, offensive, harmful, obscene, pornographic, threatening, defamatory or invasive of privacy, including User Content that advocates, endorses, condones or promotes racism, bigotry, hatred or physical harm of any kind against any individual or group of individuals. Customer may not provide or post User Content that exploits people in an abusive, violent or sexual manner or that promotes illegal activities or provides instructions on how to conduct illegal activities. Customer also may not post  or provide User Content that violates the intellectual property rights (or rights of privacy or publicity) of any third party. In addition, Customer may not post or provide User Content that consists of or contains software viruses, political campaigning, objectionable materials, commercial solicitation, chain letters, mass mailings or any form of “spam”. Customer may not use a false e-mail address, impersonate any person or entity or otherwise post or provide any misleading information or User Content that Customer know is false or inaccurate. 

If Customer do post or provide User Content, Customer grant Dashbot a nonexclusive, royalty-free, perpetual, irrevocable and fully sublicensable right to use, reproduce, modify, adapt, publish, translate, create derivative works from, distribute and display such User Content throughout the world in any media, including, without limitation, for troubleshooting, marketing, product development and any other commercial or non-commercial purpose, in Dashbot’s sole discretion, without payment or compensation to Customer of any kind. Customer grant Dashbot and its sublicensees the right to use the name that Customer submit in connection with such User Content, if We or they choose to use it. Customer represent and warrant that (i) Customer own or otherwise control all of the rights to the User Content that Customer post or provide; (ii) the User Content is accurate; and (iii) use of the User Content Customer supply does not violate these Terms or applicable laws, rules or regulations and will not cause injury to any person or entity. 

Dashbot reserves the right, but not the obligation, to monitor and edit or remove any User Content. Dashbot takes no responsibility and assumes no liability for any User Content posted or provided by Customer or any third party. Dashbot does not pre-screen, review, edit or approve any User Content. The Dashbot community may flag inappropriate User Content and Dashbot may, in its sole discretion, remove or disable access to any User Content.

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11. TERMINATION

The term of these Terms shall commence upon the Order Effective Date (as defined in the initial Service Order) and shall continue for so long as there is a Service Order in effect. The term of each Service Order will automatically renew for consecutive 1-year periods, unless either party gives written notice of termination at least thirty (30) days prior to the end of the then current term (collectively, the “Subscription Term”).

Either party will have the right to terminate these Terms, or the applicable Service Order, if the other party materially breaches these Terms and fails to cure such breach within thirty (30) days after receipt of written notice of the same or if the material breach is incapable of being cured.  The foregoing cure period shall not apply in the case of failure to pay Fees. Either party may also terminate these Terms if: (i) the other party becomes the subject of a voluntary petition in bankruptcy or any voluntary proceeding relating to insolvency, receivership, liquidation, or composition for the benefit of creditors; (ii) the other party becomes the subject of an involuntary petition in bankruptcy or any involuntary proceeding relating to insolvency, receivership, liquidation, or composition for the benefit of creditors, if such petition or proceeding is not dismissed within sixty (60) days of filing or (iii) the other party ceases its operations. If Customer terminates these Terms in accordance with this paragraph, then Customer will receive a prorated refund of any prepaid fees attributable to the post-termination period of the Subscription Term. 

Upon the effective date of expiration or termination of these Terms for any reason: (a) Dashbot may immediately cease providing the Services hereunder and Customer will delete all copies of the SDK from all Customer’s Conversational Interfaces and will cease any further access or use of the Services;  (b) any and all payment obligations of Customer hereunder will become due immediately and Customer will not be entitled to any refund of fees except as expressly provided for herein; and (c) all of Customer’s historical report data will no longer be available to Customer unless a professional services agreement for the exchange and transfer of such data is entered into in connection with such termination. The following sections of these Terms will survive termination: 1, 3, 5, 6, 7, 8, 9, 10, 11, 12, 13, 14, 18, 21, 22, 23 and 24.

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12. INDEMNIFICATION

Customer agree to indemnify, hold harmless and defend Dashbot from any and all third-party claims, actions, proceedings, and suits brought against Dashbot or any of its officers, directors, employees, agents or affiliates, and all related liabilities, damages, settlements, penalties, fines, costs or expenses (including, without limitation, reasonable attorneys’ fees and other litigation expenses) incurred by Dashbot in connection therewith, arising out of or relating to (i) Customer’s breach of any warranty, term or condition of these Terms; (ii) Customer’s unauthorized use of the Services; (iii) the Customer Data or User Content; or (iv) Customer’s violations of applicable laws, rules or regulations in connection with Customer’s use of the Services. In such a case, Dashbot will provide Customer with written notice of such claim, suit or action.

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13. DISCLAIMER OF WARRANTIES

The information and services included in or available through the Services, including the Results, may include inaccuracies or typographical errors. Dashbot does not represent or warrant that the Services will be uninterrupted or error-free, that all defects will be corrected, or that the Services are completely free of viruses or other harmful components. Dashbot does not warrant or represent that the use of the Services or the Results will be correct, accurate, timely or otherwise reliable. Customer specifically agree that Dashbot will not be responsible for unauthorized access to or alteration of the Customer Data or other data from Customer’s Conversational Interfaces. THE SERVICES AND RESULTS ARE PROVIDED “AS IS” AND THERE ARE NO WARRANTIES, CLAIMS OR REPRESENTATIONS MADE BY DASHBOT AND/OR ITS LICENSORS, WHETHER EXPRESS, IMPLIED, OR STATUTORY, WITH RESPECT TO THE SERVICES AND RESULTS, INCLUDING WARRANTIES OF QUALITY, PERFORMANCE, NON-INFRINGEMENT, MERCHANTABILITY, OR FITNESS FOR A PARTICULAR PURPOSE, NOR ARE THERE ANY WARRANTIES CREATED BY COURSE OF DEALING, COURSE OF PERFORMANCE, OR TRADE USAGE. THE FOREGOING EXCLUSIONS AND DISCLAIMERS ARE AN ESSENTIAL PART OF THESE TERMS AND FORMED THE BASIS FOR DETERMINING THE PRICE CHARGED FOR THE SERVICES. DASHBOT ASSUMES NO RESPONSIBILITY FOR ANY: (i) ANY UNAUTHORIZED ACCESS TO OR USE OF THE SERVICES AND ANY AND ALL PERSONAL INFORMATION AND/OR FINANCIAL INFORMATION STORED THEREIN; (ii) ANY INTERRUPTION OR CESSATION OF TRANSMISSION TO OR FROM THE SERVICES; (iii) ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE THAT MAY BE TRANSMITTED TO OR THROUGH THE SERVICES; AND (iv) ANY LOSS OF CUSTOMER DATA OR USER CONTENT FROM THE SERVICES. Some jurisdictions do not allow exclusion of an implied warranty, so this disclaimer may not apply to Customer.

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14. LIMITATION OF LIABILITY

DASHBOT WILL NOT BE LIABLE FOR ANY INDIRECT, SPECIAL, PUNITIVE, CONSEQUENTIAL (INCLUDING, WITHOUT LIMITATION, LOST PROFITS OR LOST DATA COLLECTED THROUGH THE SERVICES), OR INCIDENTAL DAMAGES, WHETHER BASED ON A CLAIM OR ACTION OF CONTRACT, WARRANTY, NEGLIGENCE, STRICT LIABILITY, OR OTHER TORT, BREACH OF ANY STATUTORY DUTY, INDEMNITY OR CONTRIBUTION, OR OTHERWISE, EVEN IF DASHBOT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. Some jurisdictions do not allow the limitation or exclusion of liability for incidental or consequential damages, so the foregoing limitations or exclusions may not apply to Customer. DASHBOT’S TOTAL CUMULATIVE LIABILITY FOR ANY LOSSES OR DAMAGES RESULTING FROM ANY CLAIMS, DEMANDS, OR ACTIONS ARISING OUT OF OR RELATING TO THE SERVICES OR THESE TERMS SHALL NOT EXCEED THE FEES PAID BY CUSTOMER IN THE 12 MONTHS PRECEDING THE CLAIM.

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15. US GOVERNMENT RIGHTS

Dashbot does not develop any technical data or computer software pursuant to these Terms. The Services are “commercial items” as that term is defined at FAR 2.101.  If Customer are a US Federal Government (Government) Executive Agency (as defined in FAR 2.101), Dashbot provides the Services, including any related software, technology, technical data, and/or professional services in accordance with this Section 15.  If acquired by or on behalf of any Executive Agency (other than an agency within the Department of Defense (DoD), the Government acquires, in accordance with FAR 12.211 (Technical Data) and FAR 12.212 (Computer Software), only those rights in technical data and software customarily provided to the public as defined in these Terms. If acquired by or on behalf of any Executive Agency within the DoD, the Government acquires, in accordance with DFARS 227.7202-3 (Rights in commercial computer software or commercial computer software documentation), only those rights in technical data and software customarily provided in these Terms.  In addition, except under any GSA schedule contract, DFARS 252.227-7015 (Technical Data – Commercial Items) applies to technical data acquired by DoD agencies.  Any Federal Legislative or Judicial Agency shall obtain only those rights in technical data and software customarily provided to the public as defined in these Terms.  If any Federal Executive, Legislative, or Judicial Agency has a need for rights not conveyed under the terms described in this Section 15, it must negotiate with Dashbot to determine if there are acceptable terms for transferring such rights, and a mutually acceptable written addendum specifically conveying such rights must be included in any applicable contract or agreement to be effective.  This U.S. Government Rights clause in this Section 15 is in lieu of, and supersedes, any other FAR, DFARS, or other clause, provision, or supplemental regulation that addresses Government rights in computer software or technical data under these Terms.

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16. DIGITAL MILLENNIUM COPYRIGHT ACT

If Customer are a copyright owner or a direct agent thereof and believe that any User Content or other Content infringes upon Customer’s copyrights, Customer may submit a notification pursuant to the Digital Millennium Copyright Act (“DMCA”) by providing Our copyright agent at the following address with the following information in writing (see 17 U.S.C 512(c)(3) for further detail):

Address:

Dashbot, Inc.
Copyright Agent
548 Market St, Suite 22829
San Francisco, CA 94104
Email: support@dashbot.io

• a physical or electronic signature of a person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed;
• identification of the material claimed to have been infringed, and enough pertinent information about the location of the material to enable Dashbot to locate it within the site;
• Customer’s contact information such as an address, telephone number, and, if available, an electronic mail;
• a statement that Customer have a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law; and
• a statement that the information in the notification is accurate, and under penalty of perjury, that Customer are authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.

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17. THIRD PARTY SITES

The Services may contain links to third-party websites. These links are provided solely as a convenience and not as an endorsement by Dashbot of the contents on such third-party websites. Dashbot is not responsible for the content of linked third-party websites and does not make any representations regarding the content or accuracy of materials on such third-party websites. If Customer decide to access linked third-party websites, Customer do so at Customer’s own risk. Dashbot makes no representations as to the quality, suitability, functionality, or legality of any third-party content to which links may be provided, and hereby disclaims all liability with respect thereto. DASHBOT IS NOT RESPONSIBLE FOR THE CONTENT ON THE INTERNET OR WEB PAGES THAT ARE LOCATED OUTSIDE THE WEBSITE OR FOR POSTS OF USER CONTENT. Customer’s correspondence or business dealings with, or participation in promotions of, advertisers or partners found on or through the Website, including payment and delivery of related goods or services, and any other terms, conditions, warranties, or representations associated with such dealings, are solely between Customer and such advertiser or partner. Customer agree that Dashbot is not responsible or liable for any loss or damage of any sort incurred as the result of any such dealings or as the result of the presence of such advertisers or links to third-party websites or resources on the Website.

CUSTOMER IS SOLELY RESPONSIBLE FOR ALL OF ITS COMMUNICATIONS AND INTERACTIONS WITH OTHER PERSONS WITH WHOM CUSTOMER AND ITS USERS COMMUNICATE OR INTERACT AS A RESULT OF CUSTOMER’S AND ITS USERS’ USE OF THE SERVICES.

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18. NOTICES

Customer agree to receive all communications, agreements, and notices that Dashbot provides in connection with the Services (“Communications”) via electronic means, including by email, text or by posting them on the Website or through the Services. Customer agree that all Communications Dashbot provides to Customer electronically satisfy any legal requirement that such Communications be in writing or be delivered in a particular manner and Customer agree to keep Customer’s account contact information current.

Except as otherwise permitted by these Terms, any notice required or permitted to be given to Dashbot in connection with the Services will be effective only if it is in writing and sent to Dashbot at the address set forth at the end of these Terms by certified or registered mail or insured courier.

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19. FORCE MAJEURE.

 Except for any payment obligations, neither party will be liable for failure to perform any obligation under these Terms to the extent such failure is caused by a force majeure event (including acts of God, natural disasters, war, civil disturbance, action by governmental entity, strike, and other causes beyond the party’s reasonable control). The party affected by the force majeure event will provide notice to the other party within a commercially reasonable time and will use commercially reasonable efforts to resume performance as soon as practicable. Obligations not performed due to a force majeure event will be performed as soon as reasonably possible when the force majeure event concludes.

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20. ACCESS OUTSIDE OF THE UNITED STATES

Dashbot makes no claims that the Services may be lawfully viewed, downloaded, or accessed outside of the United States. Access to the Services may not be legal by certain persons or in certain countries. If Customer access the Services Customer do so at Customer’s own risk and are responsible for compliance with the laws of Customer’s jurisdiction. When Customer access the Services, Customer acknowledge and agree that information Customer provide may be transferred to a jurisdiction other than Customer’s country of residence.

Customer acknowledge that the Services and any related information, technology, technical data, and any derivatives thereof (the “Related Technology”), that Dashbot makes available is subject to export control laws and regulations of the United States (including, without limitation, the U.S. Export Administration Act and the sanctions regulations administered by the U.S. Department of the Treasury Office of Foreign Assets Control (“OFAC”)) and other jurisdictions (collectively “Export Laws”). Customer represent and warrant that: (1) Customer are not (a) located in an embargoed country or territory, (b) under the control of an entity organized in or a resident of an embargoed country or territory, or (c) a prohibited end user under Export Laws (including, without limitation, any end user in a U.S. embargoed country or territory or an end user included on OFAC’s listing of Specially Designated Nationals or the U.S. Commerce Department’s Entity List or Denied Persons List); and (ii) Customer will not access, download, use, export, or re-export, directly or indirectly, the Services and Related Technology to any location, entity, government or person prohibited by Export Laws without first complying with all Export Laws that may be imposed by the U.S. Government and any country or organization of nations within whose jurisdiction Customer operate or do business.

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21. ARBITRATION

PLEASE READ THIS SECTION CAREFULLY. IT AFFECTS YOUR LEGAL RIGHTS, INCLUDING YOUR RIGHT TO FILE A LAWSUIT IN COURT.

Except as set forth in this paragraph below, Customer agree any controversy or claim arising out of or relating to an alleged breach of these Terms or Customer’s use of the Services shall be settled by binding arbitration in accordance with the commercial arbitration rules of the American Arbitration Association before a single arbitrator. Any such controversy or claim shall be arbitrated on an individual basis, and shall not be consolidated in any arbitration with any claim or controversy of any other party. The arbitration shall be conducted in San Francisco, California, and the arbitrator’s award will be binding and may be entered as a judgment in any court of competent jurisdiction. Either Customer or Dashbot may seek any interim or preliminary relief from a court of competent jurisdiction in San Francisco, California necessary to protect the rights of property for Customer or Dashbot pending the completion of arbitration. With respect to any claims or disputes Customer intend to bring on behalf of a class, Customer agree to arbitrate whether a class could be certified before bringing such action in a court of law. If the arbitrator refuses to certify the class, Customer will continue to resolve Customer’s individual claims or disputes through binding arbitration. If the arbitrator finds that a class should be certified, Customer may file the class action in a court of law provided Customer waive any right to a trial by jury. Claims for injunctive or other equitable relief may also be brought in a court of law.

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22. MODIFICATIONS

Dashbot reserves the right to change or modify any of the terms and conditions contained in these Terms or any policy governing the Services, at any time, by posting the new terms or policy on the Website, which Customer will be informed of through Customer’s account. Customer are responsible for regularly reviewing the Website for such changes. No amendment to or modification of these Terms will be binding unless (i) in writing and signed by a duly authorized representative of Dashbot; (ii) Customer accept updated terms online; or (iii) Customer continue to use the Services after Dashbot has posted updates to these Terms or to any policy governing the Services.

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23. PUBLICITY AND MARKETING RIGHTS

Customer agrees that Dashbot may refer to Customer and Agency Organizations as a customer and use Customer’s and Agency Organizations’ logo in Dashbot’s marketing materials and on its website.  Upon Dashbot’s request, Customer shall provide a reasonable number of interviews discussing the benefits of the Services to Customer’s business. Customer acknowledges and agrees that Dashbot may contact Agency Organizations for marketing purposes (including to sell premium features and plans to such Agency Organizations), and as necessary to provide the Services to the Agency Organization’s Users.

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24. GENERAL

These Terms (including any amendment agreed upon by the parties in writing) represents the complete agreement between Customer and Dashbot concerning its subject matter, and supersedes all prior agreements and representations between the parties. If any provision of these Terms is held to be unenforceable for any reason, such provision shall be reformed to the extent necessary to make it enforceable to the maximum extent permissible so as to affect the intent of the parties, and the remainder of these Terms shall continue in full force and effect. A waiver of any default is not a waiver of any subsequent default. Customer may not assign or otherwise transfer any of Customer’s rights hereunder without Dashbot’s prior written consent, and any such attempt is void. Dashbot may freely assign its rights, duties, and obligations under these Terms. The relationship between Dashbot and Customer is not one of a legal partnership relationship, but is one of independent contractors. Neither Dashbot nor Customer will have the power to bind the other or incur obligations on the other’s behalf without the other’s prior written consent, except as otherwise expressly provided herein.  Dashbot shall have the right to use such subcontractors and third parties as it deems necessary to carry out its duties hereunder. These Terms shall be binding upon and inure to the benefit of the respective successors and assigns of the parties hereto. These Terms shall be governed by and construed under the laws of the state of California without reference to its conflict of law principles. In the event of any conflicts between foreign law, rules, and regulations, and California law, rules, and regulations, California law, rules and regulations shall prevail and govern. Each party agrees to submit to the exclusive and personal jurisdiction of the courts located in San Francisco County, California.

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25. CONTACT INFORMATION

If there are any questions regarding these Terms, please contact Dashbot at:

Dashbot, Inc.
548 Market St, Suite 22829
San Francisco, CA 94104
Email: support@dashbot.io

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