Effective July 1, 2026.
These Botdoc API Terms and Conditions (this “Agreement”) govern access to and use of the Botdoc API Platform and apply to you and your employer, employees, agents, contractors, and any other entity on whose behalf you accept these terms (collectively “you” and “your”). This Agreement is entered into between you and ShortSave, Inc., a Colorado corporation doing business as Botdoc (“Botdoc,” “we,” “us,” or “our”).
If you access or use the Tools, sign up for a Sandbox Account, or execute an Order Form that references this Agreement, you accept this Agreement. If you are entering into this Agreement on behalf of a company or other legal entity, you represent that you have authority to bind that entity.
IF YOU DO NOT AGREE TO THIS AGREEMENT, OR DO NOT HAVE AUTHORITY TO BIND YOUR ENTITY, YOU MUST NOT ACCEPT THIS AGREEMENT OR ACCESS THE TOOLS.
You agree to receive electronically all communications, agreements, and notices that we provide in connection with the Tools, including by email, in-app notifications, or posted on the Site. Electronic communications satisfy any legal requirement that such communications be in writing.
“Account” means the Sandbox account or live production account established by you to access and use the Tools.
“API” means one or more application programming interfaces that support interoperation of applications with our products and services, including Botdoc Content.
“API Key” means one or more globally unique identifiers used to authenticate your API calls.
“API Materials” means API libraries, API recipes, API Keys, software, source files, sample code, and template materials that we make available.
“Application” means web and mobile applications that use Botdoc Content or the API.
“BAA” means the Botdoc Business Associate Agreement, available at https://botdoc.io/business-associate-agreement/.
“Botdoc Content” means content from or regarding the Botdoc service for secure transmission and receipt of digital files.
“Customer Data” means any data, files, documents, content, or information that you or your end users transmit, store, request, or receive through the Tools.
“DPA” means the Botdoc Data Processing Addendum, available at https://botdoc.io/data-processing-addendum/.
“MSA” means the Botdoc Master SaaS Agreement, where executed by the parties.
“Order Form” means the schedule that sets forth the pricing, features, and options of a purchased Botdoc API plan. An Order Form is not binding until duly executed by both Botdoc and you, at which point it is incorporated into this Agreement.
“Sandbox” means the online environment where you may access the Tools and test your Application in a non-production environment.
“SLA” means the Botdoc Service Level Agreement, if any, applicable to your Subscription Plan as referenced in your Order Form.
“Site” means botdoc.io, app.botdoc.io, docs.botdoc.io, and any other website that supports use of the Tools, including non-production environments such as sandboxapi.botdoc.io and api.botdoc.io.
“Subscription Plan” means the specific API tier, usage volume, and pricing identified in your Order Form.
“Term” has the meaning given in Section 11.
“Tools” means the Sandbox, Botdoc Content, the API, and the API Materials, including any other services or tools we make available for building and operating an Application.
2.1 Eligibility. During the Term, and subject to compliance with this Agreement, you may register for an Account and access the Tools. As a condition of registration, you represent that: (a) you meet the legal age of majority in your jurisdiction; (b) you are not barred by U.S. or other applicable law from accessing the Tools; (c) the information you provide is and will remain accurate and complete; and (d) you consent to Botdoc’s collection, use, and sharing of your data as described in the Botdoc Privacy Policy at https://botdoc.io/privacy-policy/.
2.2 Compliance Obligations. By accessing the Tools, you agree that you and any Application you develop will comply with: (a) the applicable Botdoc API guidelines and endpoint documentation; (b) your Order Form (if any); and (c) any license agreement governing software we make available for use with the API.
2.3 Account Security. You are responsible for maintaining the confidentiality of your Account credentials and API Keys, and for all activity occurring under your Account. You must promptly notify Botdoc if you suspect any unauthorized use.
3.1 Reservation of Rights. Except for the limited rights expressly granted in this Section 3, Botdoc reserves all right, title, and interest in and to the Tools and any related intellectual property. You authorize Botdoc to interact with your Application, including any copying or transmission necessary to provide the Tools or Botdoc Content.
3.2 Grant of License. Subject to your compliance with this Agreement, Botdoc grants you a limited, non-exclusive, revocable, non-transferable, non-sublicensable license to use the Tools solely for the purpose of developing, testing, and supporting your Application. The license is internal to your entity (each Affiliate must obtain its own license and API Key) and is limited to: (a) making direct server calls to the Site for Botdoc Content; and (b) distributing Botdoc Content to your end users immediately upon receipt by your servers.
3.3 Open Source. Some software made available with the Tools may be open source software governed by open source licenses. If an applicable open source license conflicts with this Agreement, the open source license controls solely as to that software.
3.4 Modifications to Tools. Botdoc may modify, enhance, or discontinue features of the Tools from time to time, provided that no such change will materially diminish the core functionality available to you under your then-current Subscription Plan. Modifications may require you to update your Application at your own cost to maintain compatibility.
4.1 Trademarks. “ShortSave” and “Botdoc” names and logos (collectively, “Brand Assets”) are trademarks of ShortSave, Inc.
4.2 Limited License. Subject to your compliance with this Agreement, you have a non-exclusive, non-transferable, non-sublicensable, royalty-free license to use the Brand Assets solely for the purpose of identifying your Application as integrated with Botdoc.
4.3 Restrictions on Use. You will not use Brand Assets: (a) in a manner that is misleading, defamatory, libelous, obscene, or otherwise objectionable; (b) in connection with any material that infringes the rights of a third party; (c) as part of a name of a product or service of any company other than Botdoc; or (d) in any way that disparages or reflects poorly on Botdoc.
4.4 Required Practices. Your use of Brand Assets must: (a) include a notice that the Brand Assets are trademarks of ShortSave, Inc.; (b) comply with Botdoc’s brand usage guidelines as updated from time to time; and (c) not dilute, tarnish, or degrade the Brand Assets.
4.5 Botdoc Right to Modify. Botdoc may, at any time and in its sole discretion, modify or terminate your permission to use Brand Assets. You will not challenge or assist others in challenging the Brand Assets, and will not register or attempt to register any domain name, trademark, or trade name that is confusingly similar to the Brand Assets.
4.6 Botdoc Use of Your Brand. You grant Botdoc a non-exclusive, royalty-free license to use your company name and logo to identify your Application and to promote the Tools on Botdoc’s website and in marketing materials, unless you opt out by written notice to support@botdoc.io.
5.1 Sandbox. Botdoc offers developer Sandbox Accounts subject to the then-current Sandbox terms posted on the Site. The price, features, usage limits, and minimum balance requirements depend on the Sandbox plan you select. Botdoc may change prices, features, or limits associated with Sandbox plans on at least thirty (30) days’ notice posted on the Site.
5.2 Production Accounts. Production access is governed by the Subscription Plan and pricing set forth in your Order Form.
5.3 Usage Limits. Botdoc may set and enforce limits on use of Accounts and the Tools, including request rate limits, data volume limits, and concurrency limits. If your usage exceeds the limits for your Subscription Plan, Botdoc may require you to upgrade or may suspend or terminate your access.
6.1 Affirmative Covenants. In connection with this Agreement and your use of the Tools, you will:
be responsible for all activities under your Account and ensure that all use of the Tools is for lawful purposes and complies with this Agreement and Botdoc’s Acceptable Use Policy at https://botdoc.io/acceptable-use-policy/;
keep your API Key confidential, not share it with any third party, and notify Botdoc immediately if you believe your API Key has been compromised;
reference the API Key issued to you in all calls to the API;
provide Botdoc Content to your end users on “as is” terms with disclaimers substantially equivalent to those in Section 13;
ensure that any data your Application collects from or about end users via the API is collected and used in compliance with all applicable laws, industry-standard security practices, and a privacy policy that you make available to those end users;
ensure that recipients of communications transmitted through the Botdoc service have provided all consents required by applicable law (including without limitation the Telephone Consumer Protection Act, CAN-SPAM, and applicable state-law equivalents) and that communications are delivered to the correct recipient;
if you are a Covered Entity or Business Associate as defined under HIPAA and use the Tools to transmit Protected Health Information, execute Botdoc’s Business Associate Agreement (the “BAA”) prior to such use;
if you are an educational institution subject to FERPA and use the Tools to transmit student records, comply with the Botdoc FERPA Privacy Policy at https://botdoc.io/ferpa-privacy-policy/.
6.2 Negative Covenants. You will not, and will not permit any third party to:
violate any law or regulation, including electronic-signature laws, HIPAA, FERPA, GLBA, the FTC Safeguards Rule (16 CFR Part 314), CAN-SPAM, the TCPA, OFAC sanctions, or U.S. export controls;
sell, lease, lend, redistribute, transfer, or sublicense the API, API Materials, API Keys, or access thereto, except as expressly permitted under a separate reseller agreement with Botdoc;
charge end users for Botdoc Content or access thereto, except with Botdoc’s prior written consent;
promote your products or services using the Tools without Botdoc’s prior written consent;
transmit any virus, worm, trojan horse, spyware, or other malicious code through the Tools;
misrepresent that Botdoc Content is available from a third-party site;
remove, obscure, or alter any Botdoc terms, notices, or links to those terms;
extract or attempt to extract data elements from Botdoc Content;
make more API calls than permitted by Botdoc’s API guidelines or any other usage limits in this Agreement or your Order Form;
frame any web page served by Botdoc servers without Botdoc’s prior written consent;
reproduce, modify, distribute, decompile, disassemble, or reverse engineer any portion of the API or any Botdoc Content; use robots, spiders, scrapers, or other automated means to access the Tools beyond Botdoc’s published rate limits; circumvent any technical, administrative, or security measure of Botdoc; disrupt or degrade the performance of the Site or the API; or test the vulnerability of Botdoc’s systems or networks except under a written authorized-testing agreement;
damage, disable, overburden, or impair the Tools, or interfere with the use or enjoyment of the Tools by others;
access the Tools for purposes of monitoring availability, performance, or functionality, or for benchmarking or competitive purposes; or
use the Tools or any Botdoc Content to develop, train, validate, or improve any artificial intelligence or machine learning model, except for models that operate solely within your Application and solely for your benefit.
7.1 Fees. If you purchase an Account or other aspect of the Tools that requires a fee, you will be charged as set forth in your developer Account dashboard or Order Form. Account balance minimums may apply as stated in your dashboard or Order Form.
7.2 Payment Terms. Undisputed invoiced amounts are due within thirty (30) days of the invoice date.
7.3 Late Payments. Past-due amounts will accrue interest at the lower of one and one-half percent (1.5%) per month or the maximum rate permitted by applicable law, calculated from the original due date until paid in full. Botdoc may suspend Account access for non-payment in accordance with Section 10. You will be responsible for reasonable attorneys’ fees and collection costs incurred by Botdoc in collecting any amounts not paid when due.
7.4 No Offset. Amounts due to Botdoc may not be withheld or offset by you against any amount asserted to be due from Botdoc.
7.5 Taxes. Other than income taxes imposed on Botdoc, you are responsible for all taxes, duties, VAT, and other governmental charges resulting from this Agreement or transactions hereunder. If you are tax-exempt, provide reasonably satisfactory evidence and we will not include such taxes in invoices to you.
8.1 Ownership. As between the parties, you retain all right, title, and interest in and to Customer Data. You grant Botdoc a non-exclusive, worldwide, royalty-free license to host, copy, transmit, display, store, and process Customer Data solely as necessary for Botdoc to provide the Tools and to fulfill its obligations under this Agreement.
8.2 No AI / ML Training on Customer Data. Botdoc will not use Customer Data to train, validate, or improve any artificial intelligence or machine learning model for the benefit of any party other than you. Botdoc may use Customer Data to train models that operate solely within your Account and for your benefit.
8.3 Encryption. Customer Data is maintained in encrypted form. Botdoc does not have the ability to decrypt, scan, or access Customer Data and does not scan Customer Data for malware or other malicious content. You are responsible for the security of your own systems, devices, and credentials.
8.4 Aggregated and De-Identified Data. Botdoc may collect, generate, and use aggregated and de-identified data and usage statistics derived from your use of the Tools for product improvement, benchmarking, security, fraud detection, and analytics, provided that such data does not identify you, your end users, or any individual, and does not include the contents of Customer Data.
8.5 International Data Transfers. Where Customer Personal Data subject to the EU GDPR, UK GDPR, or Swiss FADP is transferred from the European Economic Area, the United Kingdom, or Switzerland to Botdoc in the United States, the transfer is conducted in accordance with: (a) Botdoc’s certification under the EU-U.S. Data Privacy Framework, the UK Extension to the EU-U.S. DPF, and the Swiss-U.S. Data Privacy Framework (collectively, the “DPF”), as evidenced by Botdoc’s listing on the U.S. Department of Commerce DPF list; and (b) where the DPF is, in respect of the relevant transfer, invalidated, suspended, or otherwise unavailable, the EU Standard Contractual Clauses (Commission Implementing Decision (EU) 2021/914), the UK Addendum for transfers subject to the UK GDPR, and the Swiss-specific addendum for transfers subject to the Swiss FADP.
8.6 Data Processing Addendum. To the extent Botdoc processes Personal Data on your behalf that is subject to the EU GDPR, the UK GDPR, the California Consumer Privacy Act / California Privacy Rights Act, the Colorado Privacy Act, or other applicable data protection laws, the DPA is incorporated into this Agreement by reference.
9.1 Information Security Program. Botdoc maintains an information security program designed to meet or exceed applicable industry standards, including SOC 2 Type II controls, designed to protect the confidentiality, integrity, and availability of Customer Data. Botdoc has implemented information security policies and safeguards consistent with the objectives of the Interagency Guidelines Establishing Standards for Safeguarding Customer Information promulgated under Section 501(b) of the Gramm-Leach-Bliley Act.
9.2 Subprocessors. Botdoc uses the subprocessors listed at https://botdoc.io/botdoc-subprocessors/. Botdoc may modify the subprocessor list from time to time and will provide notice of material changes through the Site or the DPA, as applicable.
9.3 Security Incident Notification. Botdoc will notify you without undue delay, and in any event within seventy-two (72) hours after Botdoc’s confirmation of a Security Incident affecting the systems used to store, transmit, or process Customer Data. “Security Incident” means a breach of security leading to the accidental or unlawful destruction, loss, alteration, unauthorized disclosure of, or unauthorized access to Customer Data.
10.1 Suspension Rights. Botdoc may suspend your Account access or use of the Tools, in whole or in part, if Botdoc reasonably determines that: (a) you have materially breached this Agreement or the AUP; (b) your Account is past due; (c) your use poses a security risk to the Tools or any third party, or could subject Botdoc to liability; (d) suspension is required by law; or (e) your continued use presents a threat to the security of other developers or users.
10.2 Notice. Botdoc will use commercially reasonable efforts to provide you with advance notice of any suspension under Section 10.1(a) or (b), except where Botdoc reasonably believes that immediate suspension is required to prevent harm.
10.3 Restoration. Botdoc will promptly restore access following resolution of the cause for suspension. Suspension does not relieve you of your obligation to pay Fees during the suspension period.
11.1 Term. This Agreement begins upon creation of your Account or any first access of the Tools and continues until terminated in accordance with this Section 11 or expiration of your Subscription Plan (the “Term”).
11.2 Auto-Renewal. If your Subscription Plan has a defined term in your Order Form, that term will automatically renew for successive terms of equal length at then-current rates, unless either party provides written notice of non-renewal at least thirty (30) days prior to the end of the then-current term. Botdoc will send you a renewal reminder between forty-five (45) and fifteen (15) days prior to each renewal date, to the email on file.
11.3 Termination for Cause. Either party may terminate this Agreement upon written notice if the other party: (a) materially breaches this Agreement and fails to cure within thirty (30) days after written notice of the breach; or (b) becomes insolvent or is the subject of a bankruptcy proceeding.
11.4 Termination by Botdoc. In addition to all other remedies available to Botdoc, Botdoc may suspend or terminate your Account access without notice if: (a) you breach Section 6.2 (Negative Covenants); (b) you transfer use of the Tools to another person without Botdoc’s consent; or (c) Botdoc reasonably believes your continued use presents a threat to the security of the Tools or other users.
11.5 Effect of Termination. Upon termination or expiration: (a) you will pay all amounts that have accrued and remain unpaid as of the termination date; (b) all liabilities accrued prior to termination survive; (c) the licenses granted to you under this Agreement immediately terminate, and your access to the Tools may immediately cease; (d) Botdoc’s obligation to provide further services immediately terminates; (e) you will cease using the Brand Assets, the Tools, the API, and Botdoc Content, remove the API and API Key from your Application, and delete all copies of Botdoc Content and Brand Assets in your possession; and (f) provisions that by their nature should survive termination will survive, including Sections 1, 4.5, 4.6 (final sentence), 6.2, 7, 8, 9.3, 11.5, 12, 13, 14, 15, 16, 17, 18, and 19.
12.1 Definition. “Confidential Information” means non-public information disclosed by one party to the other (the “Recipient”) that is marked confidential or that a reasonable person would understand to be confidential under the circumstances, including the Botdoc software and Customer Data. Confidential Information does not include information that: (a) was rightfully known to the Recipient before disclosure without confidentiality obligations; (b) is independently developed by the Recipient without reference to the disclosing party’s Confidential Information; (c) is rightfully obtained from a third party without restriction; or (d) becomes publicly available through no fault of the Recipient.
12.2 Obligations. The Recipient will: (a) use Confidential Information solely for purposes within the scope of this Agreement; (b) protect Confidential Information using at least the same degree of care it uses to protect its own confidential information of similar sensitivity (and no less than a reasonable degree of care); and (c) not disclose Confidential Information to a third party except to its employees, contractors, advisors, auditors, and service providers who have a need to know and who are bound by confidentiality obligations at least as protective as this Section 12.
12.3 Compelled Disclosure. If the Recipient is required by law to disclose Confidential Information, the Recipient will provide prompt written notice to the disclosing party (to the extent legally permitted) so the disclosing party may seek a protective order.
12.4 Equitable Relief. The Recipient acknowledges that breach of this Section 12 may cause irreparable harm for which monetary damages may be inadequate, and the disclosing party may seek injunctive relief in addition to any other remedies available at law or in equity, without the requirement to post a bond.
EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT OR IN AN APPLICABLE SLA, THE TOOLS, BRAND ASSETS, BOTDOC CONTENT, AND ACCESS TO THE SANDBOX ARE PROVIDED “AS IS” AND “AS AVAILABLE.” TO THE MAXIMUM EXTENT PERMITTED BY LAW, BOTDOC DISCLAIMS ALL WARRANTIES, EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING WITHOUT LIMITATION WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, ACCURACY, AVAILABILITY, AND UPTIME, AND ANY WARRANTY ARISING OUT OF COURSE OF DEALING OR USAGE OF TRADE. BOTDOC DOES NOT WARRANT THAT THE TOOLS WILL BE UNINTERRUPTED, ERROR-FREE, OR FREE FROM HARMFUL COMPONENTS, OR THAT DEFECTS WILL BE CORRECTED. EXCEPT FOR ANY EXPRESS SERVICE LEVEL AGREEMENT SET FORTH IN AN APPLICABLE ORDER FORM, BOTDOC MAKES NO UPTIME, AVAILABILITY, OR PERFORMANCE COMMITMENT.
14.1 Your Indemnification. You will defend Botdoc, its Affiliates, and their respective officers, directors, agents, employees, and representatives from and against any third-party claim, demand, suit, or proceeding arising out of or relating to: (a) Customer Data, including any allegation that Customer Data infringes the rights of a third party or violates applicable law; (b) your or your end users’ use of the Tools or Botdoc Content in violation of this Agreement, the AUP, or applicable law; (c) your failure to obtain required consents from recipients of communications transmitted through the Tools; (d) your breach of Section 6 (Your Responsibilities); or (e) your use of Brand Assets other than as expressly permitted by this Agreement. You will indemnify Botdoc for damages and costs finally awarded by a court of competent jurisdiction or paid in settlement of any such claim.
14.2 Botdoc Indemnification. Botdoc will defend you from and against any third-party claim alleging that your authorized use of the Tools, in accordance with this Agreement and the Documentation, infringes a valid United States patent, copyright, or trademark of the third party (an “IP Claim”), and will indemnify you for damages and costs finally awarded by a court of competent jurisdiction or paid in settlement of an IP Claim, subject to the limitations in Section 15.
If the Tools become, or in Botdoc’s reasonable opinion are likely to become, the subject of an IP Claim, Botdoc may, at its option and expense: (a) procure for you the right to continue using the Tools; (b) modify the Tools to be non-infringing without materially diminishing functionality; or (c) terminate the affected Order Form and refund any pre-paid, unused Fees. Section 14.2 states Botdoc’s sole liability and your sole remedy for IP Claims.
14.3 Exclusions. Botdoc has no obligation under Section 14.2 for IP Claims arising from: (a) Customer Data; (b) modifications to the Tools not made by Botdoc; (c) use of the Tools in combination with products, services, or data not provided by Botdoc, where the IP Claim would not have arisen but for the combination; (d) use of the Tools in violation of this Agreement, the AUP, or the Documentation; or (e) use of any Beta Offering.
14.4 Procedure. The party seeking indemnification will: (a) promptly notify the indemnifying party in writing of the claim; (b) grant the indemnifying party sole control of the defense and settlement, provided that no settlement may impose any obligation on the indemnified party without its prior written consent unless the settlement unconditionally releases the indemnified party of all liability; and (c) provide reasonable cooperation in the defense at the indemnifying party’s expense.
15.1 Exclusion of Indirect Damages. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, NEITHER PARTY WILL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR LOST PROFITS, LOST REVENUE, LOSS OF GOODWILL, LOSS OF BUSINESS, OR LOSS OF DATA, ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TOOLS, REGARDLESS OF THE THEORY OF LIABILITY (WHETHER CONTRACT, TORT, STATUTE, OR OTHERWISE) AND EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
15.2 General Cap. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, EACH PARTY’S TOTAL CUMULATIVE LIABILITY ARISING OUT OF OR RELATING TO THIS AGREEMENT WILL NOT EXCEED THE GREATER OF (A) FEES PAID OR PAYABLE BY YOU TO BOTDOC UNDER THE APPLICABLE ORDER FORM IN THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM, OR (B) ONE THOUSAND U.S. DOLLARS ($1,000.00).
15.3 Data Super-Cap. Notwithstanding Section 15.2, each party’s total cumulative liability for breaches of Section 8 (Customer Data and Privacy) or Section 12 (Confidentiality) involving Customer Data will not exceed two (2) times the amount in Section 15.2(A).
15.4 Exclusions from Cap. The limitations in Sections 15.1, 15.2, and 15.3 do not apply to: (a) your payment obligations; (b) Botdoc’s indemnification obligations under Section 14.2 (provided that Botdoc’s IP indemnification under Section 14.2 is super-capped at three (3) times the amount in Section 15.2(A)); (c) your indemnification obligations under Section 14.1; (d) your breach of Section 6.2 (Negative Covenants); (e) either party’s willful misconduct or fraud; or (f) any liability that cannot be limited or excluded under applicable law.
15.5 Limitations Period. Any claim arising out of or relating to this Agreement must be brought within one (1) year, except for claims for non-payment.
15.6 Essential Purpose. The limitations in this Section 15 apply even if any limited remedy fails of its essential purpose. The limitations are an essential part of the bargain and reflect a reasonable allocation of risk between the parties.
16.1 General Compliance. You represent and warrant that your use of the Tools will comply with all applicable laws and regulations.
16.2 Export Controls and Sanctions. You will comply with all applicable U.S. export control and economic sanctions laws and regulations, including those administered by the U.S. Department of Commerce, the Department of the Treasury’s Office of Foreign Assets Control (OFAC), and the Department of State. You represent that neither you nor any of your Authorized Users is located in, or a national or resident of, any country subject to a U.S. trade embargo, and that neither you nor any of your Authorized Users is on any U.S. government list of prohibited or restricted parties.
16.3 Anti-Corruption. You will comply with the U.S. Foreign Corrupt Practices Act, the UK Bribery Act, and other applicable anti-corruption laws.
16.4 EEA / UK / Switzerland. If you are established in the European Economic Area, the United Kingdom, or Switzerland, or send communications to recipients located there, you represent and warrant that you have complied with all applicable data protection, electronic communication, and privacy laws, have obtained all necessary consents for Botdoc to receive, process, and transmit data on your behalf, and agree to the DPA.
Botdoc may update this Agreement from time to time. For non-material updates, Botdoc will post the updated Agreement at https://botdoc.io/api-terms-conditions/ and update the “Last updated” date. For material changes, Botdoc will provide at least thirty (30) days’ advance notice to your registered email address before the change takes effect. “Material change” means a change that materially decreases your rights, materially increases your financial obligations, or materially changes the nature of the Tools. Changes that fix typographical errors, conform to applicable law, or add new optional features are not material. Your continued use of the Tools after the effective date of an update constitutes acceptance of the updated Agreement. If you do not agree to a material change, your sole remedy is to terminate the affected Order Form effective on the change date by providing written notice to Botdoc prior to the effective date, in which case Botdoc will refund any pre-paid, unused Fees applicable to the period after termination, less any usage-based fees actually incurred. Posting the updated Agreement at https://botdoc.io/api-terms-conditions/ constitutes valid notice to all users regardless of email delivery status. You are responsible for periodically reviewing the applicable policy page. Modifications to the DPA and BAA may be made on the timeline required by applicable law and may take effect on shorter notice. This Section 17 does not apply to any provisions of an Order Form that have been individually negotiated by the parties; modification of those provisions requires a written amendment signed by both parties.
Notices to Botdoc must be sent to:
ShortSave, Inc. Attn: Karl Falk, CEO 1909 Woodmoor Drive Monument, Colorado 80132 Email: support@botdoc.io With a copy to: support@botdoc.io
Notices to you will be sent to the email address on file in your Account or in your Order Form. Notices are deemed received upon: (a) confirmation of personal delivery; (b) two business days after deposit by certified mail or overnight courier, properly addressed and prepaid; or (c) twenty-four (24) hours after sending by email if no automated bounce or undeliverable message is received.
Routine operational notices (such as billing, support, and product updates) may be delivered through the Tools or by ordinary email.
19.1 Governing Law. This Agreement is governed by the laws of the State of Colorado, without regard to its conflict-of-laws principles. The United Nations Convention on Contracts for the International Sale of Goods does not apply.
19.2 Informal Resolution. Before initiating any formal dispute resolution proceeding, the parties will attempt in good faith to resolve any dispute through senior-level negotiation for at least thirty (30) days following written notice of the dispute.
19.3 Binding Arbitration. Any dispute, controversy, or claim arising out of or relating to this Agreement that is not resolved through informal resolution will be finally resolved by binding arbitration administered by the American Arbitration Association (“AAA”) under its Commercial Arbitration Rules. The arbitration will be conducted before a single arbitrator in Denver, Colorado, in the English language. Judgment on the award may be entered in any court of competent jurisdiction.
19.4 Equitable Relief. Notwithstanding Section 19.3, either party may seek temporary or preliminary injunctive relief in the state or federal courts located in El Paso County, Colorado, in connection with breach of confidentiality, infringement of intellectual property, or violation of Section 6.2.
19.5 Class Action Waiver. All disputes will be resolved on an individual basis. Neither party may bring or participate in any claim as a plaintiff or class member in a class, collective, or representative action.
19.6 Severability of Waiver. If Section 19.5 is found to be unenforceable as to any portion of any dispute, that portion will be litigated in court (not arbitration), and the remainder of this Section 19 (including the arbitration agreement) will remain in full force and effect as to all other claims. The class-action waiver does not apply to claims for public injunctive relief that, under applicable law, cannot be waived; any such claims will be brought in a court of competent jurisdiction in El Paso County, Colorado.
19.7 Jury Trial Waiver. TO THE MAXIMUM EXTENT PERMITTED BY LAW, EACH PARTY WAIVES THE RIGHT TO A TRIAL BY JURY IN ANY ACTION, PROCEEDING, OR COUNTERCLAIM ARISING OUT OF OR RELATING TO THIS AGREEMENT.
Botdoc may make features, products, or services identified as “alpha,” “beta,” “preview,” “early access,” or similar (“Beta Offerings”) available to you at no additional charge. Beta Offerings are provided “as is,” may be discontinued at any time, and are excluded from any service-level commitments, warranties, indemnification obligations, and support obligations under this Agreement. You may choose to use Beta Offerings in your sole discretion.
21.1 Entire Agreement; Order of Precedence. This Agreement, together with the MSA (if executed), any Order Form, the DPA, the BAA (if applicable), the AUP, the Privacy Policy, and any other policies referenced herein, constitutes the entire agreement between the parties regarding the subject matter and supersedes all prior or contemporaneous agreements. In the event of conflict, the order of precedence is: (a) the BAA (with respect to PHI); (b) the Botdoc Master SaaS Agreement, if executed by the parties (with respect to all matters expressly addressed therein); (c) the DPA (with respect to Personal Data); (d) the applicable Order Form (solely with respect to that Order Form); (e) this Agreement; and (f) the AUP and other referenced policies.
21.2 Assignment. You may not assign this Agreement without Botdoc’s prior written consent, except that either party may assign this Agreement without consent to an Affiliate or in connection with a merger, acquisition, reorganization, or sale of substantially all of its assets, provided the assignee assumes all obligations. Any attempted assignment in violation of this Section is void.
21.3 Force Majeure. Except for payment obligations, neither party will be liable for any delay or failure to perform caused by events beyond its reasonable control, including acts of God, natural disasters, war, terrorism, civil unrest, government action, labor disputes, internet or telecommunications outages, denial-of-service attacks, or shortages of equipment or supplies. The affected party will use commercially reasonable efforts to resume performance. If a force majeure event continues for more than sixty (60) days, either party may terminate the affected Order Form upon written notice.
21.4 Independent Contractors. The parties are independent contractors. This Agreement does not create any agency, partnership, joint venture, fiduciary, or employment relationship.
21.5 No Third-Party Beneficiaries. This Agreement is for the sole benefit of the parties and their permitted successors and assigns.
21.6 Severability. If any provision is held invalid or unenforceable, the remaining provisions remain in effect, and the invalid provision will be reformed to the minimum extent necessary while preserving the parties’ original intent. If any material limitation on the grant of any license is held invalid, that license will immediately terminate.
21.7 Waiver. No waiver is effective unless in writing and signed by the waiving party. A party’s failure or delay to enforce any right is not a waiver of that right.
21.8 No Oral Modifications. No modification of this Agreement is effective unless in writing and signed by both parties.
21.9 Counterparts and Electronic Signatures. Order Forms and amendments may be executed in counterparts and by electronic signature.
21.10 U.S. Government End Users. If you are a U.S. government entity, the Tools are deemed “commercial computer software” and “commercial computer software documentation” as defined in FAR 12.212 and DFARS 227.7202, and are licensed with only those rights provided in this Agreement.
By executing an Order Form that references this Agreement, by clicking “I accept,” or by accessing or using the Tools through your Account, you acknowledge that you have read, understood, and agree to be bound by this Agreement.