Effective July 1, 2026.
These Botdoc Corporate Terms of Service (the “Terms”) form a binding agreement between ShortSave, Inc., a Colorado corporation doing business as Botdoc (“Botdoc,” “we,” “us,” or “our”), and the organization identified on the applicable Order Form (the “Customer,” “you,” or “your”). These Terms govern Customer’s access to and use of the Services. By executing an Order Form that references these Terms, by clicking “I accept,” or by accessing or using the Services, Customer agrees to be bound by these Terms.
If Customer purchases the Services through a Botdoc-authorized reseller, additional or different commercial terms in Customer’s reseller agreement may apply, but those terms cannot expand Botdoc’s obligations beyond what is set forth here.
“Affiliate” means an entity that controls, is controlled by, or is under common control with a party.
“Acceptable Use Policy” or “AUP” means Botdoc’s then-current Acceptable Use Policy, available at https://botdoc.io/acceptable-use-policy/.
“API” means the Botdoc application programming interfaces and related developer tools made available to Customer under an Order Form, governed in part by the Botdoc API Terms & Conditions at https://botdoc.io/api-terms-conditions/.
“Authorized User” means an employee, contractor, or other individual authorized by Customer to access and use the Services on Customer’s behalf.
“Business Associate Agreement” or “BAA” means the Botdoc Business Associate Agreement, available at https://botdoc.io/business-associate-agreement/, executed between the parties when Customer uses the Services to transmit Protected Health Information.
“Customer Data” means any data, files, documents, content, or information that Customer or its Authorized Users transmit, store, request, or receive through the Services.
“Documentation” means the user guides, technical documentation, and product help materials made available by Botdoc at https://support.botdoc.io or through the Services.
“DPA” means the Botdoc Data Processing Addendum, available at https://botdoc.io/data-processing-addendum/.
“Fees” means the subscription, usage, and other amounts payable by Customer for the Services as set forth in the applicable Order Form.
“MSA” means the Botdoc Master SaaS Agreement, if executed by the parties, governing Customer’s overall commercial relationship with Botdoc.
“Order Form” means a Botdoc-issued quote, order form, statement of work, or other ordering document signed or accepted by Customer that references these Terms.
“Personal Data” has the meaning given in the DPA.
“Services” means the Botdoc software-as-a-service products subscribed to by Customer under an Order Form, including without limitation Botdoc API, Botdoc Core (Botdoc Now), Botdoc Lite, Botdoc Connect, the botdoc.io and app.botdoc.io websites, the Documentation, and any related software, mobile applications, and APIs made available by Botdoc.
“Service Metadata” means data Botdoc collects or generates in the operation of the Services (such as account identifiers, timestamps, IP addresses, transmission logs, file size, delivery status, and similar operational information) that is necessary to operate the Services, investigate security incidents, and comply with Applicable Law.
“Subscription Plan” means the specific product, edition, usage volume, and pricing tier identified in an Order Form.
“Term” has the meaning given in Section 3.
2.1 Provision of Services. Subject to these Terms and Customer’s payment of all Fees, Botdoc will provide Customer and its Authorized Users with access to the Services during the Term in accordance with the applicable Order Form and Documentation.
2.2 Order Forms. Customer purchases the Services by executing one or more Order Forms. Each Order Form is incorporated into and governed by these Terms. In the event of a conflict between an Order Form and these Terms, the Order Form controls solely with respect to that Order Form.
2.3 Authorized Users. Customer may permit its Authorized Users to access the Services in accordance with these Terms. Customer is responsible for: (a) maintaining the confidentiality of all login credentials, API keys, and account information; (b) all activity that occurs under its accounts; and (c) ensuring that its Authorized Users comply with these Terms and the AUP.
2.4 Account Manager. The individual identified by Customer during account creation (the “Account Manager”) will serve as Customer’s primary point of contact and will have full administrative access to Customer’s account. Customer represents that the Account Manager is authorized to act on Customer’s behalf in connection with the Services. Customer may designate additional administrators through the Services.
2.5 Service Modifications. Botdoc may modify, enhance, or discontinue features or functionality of the Services from time to time, provided that no such change will materially diminish the core functionality subscribed to by Customer during the then-current Term.
2.6 Beta Offerings. Botdoc may make features, products, or services identified as “alpha,” “beta,” “preview,” “early access,” or similar (“Beta Offerings”) available to Customer 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, or support obligations under these Terms.
2.7 Support. Botdoc will provide support for the Services in accordance with its then-current Support Plans at https://botdoc.io/support-plans/. Enhanced support tiers may be purchased under a separate Order Form.
3.1 Initial Term. Each Order Form has an initial term of twelve (12) months commencing on the subscription start date set forth in the Order Form (the “Initial Term”), unless a different initial term is expressly stated in that Order Form.
3.2 Renewal. At the end of the Initial Term, the subscription will automatically renew for successive twelve (12) month terms (each, a “Renewal Term” and, together with the Initial Term, the “Term”) at Botdoc’s then-current rates, unless either party provides written notice of non-renewal to the other party at least thirty (30) days prior to the end of the then-current term.
3.3 Notice of Non-Renewal. Customer may deliver notice of non-renewal to support@botdoc.io or to the address set forth in Section 18 (Notices). Botdoc may deliver notice of non-renewal to the Account Manager’s email address on file or to the address set forth in the applicable Order Form.
3.4 Reseller Subscriptions. If Customer purchases the Services through a Botdoc-authorized reseller, the term, renewal, and termination provisions of Customer’s agreement with the reseller will govern in lieu of this Section 3, except as expressly provided otherwise in the applicable Order Form.
4.1 Fees. Customer will pay all Fees set forth in each Order Form. Fees are denominated in U.S. dollars unless otherwise stated.
4.2 Invoicing and Payment. Botdoc will invoice Customer in accordance with the billing frequency stated in the Order Form (typically monthly or annually in advance). Undisputed invoiced amounts are due within thirty (30) days of the invoice date.
4.3 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 the Services for non-payment in accordance with Section 10 (Suspension) and may terminate the affected Order Form for non-payment in accordance with Section 11 (Term and Termination).
4.4 Taxes. Fees are exclusive of all sales, use, value-added, withholding, and similar taxes, fees, or governmental charges. Customer is responsible for all such taxes other than taxes based on Botdoc’s net income.
4.5 Renewal Pricing. Botdoc may increase Fees at any Renewal Term by providing notice to Customer at least sixty (60) days prior to the end of the then-current term. If Customer does not agree to the increase, Customer’s sole remedy is to issue a timely notice of non-renewal under Section 3.2. Pricing for the Initial Term and any Renewal Term in effect as of the rate increase notice will not be affected.
4.6 Purchase Orders. If Customer requires a purchase order, Customer must provide the purchase order number at the time of purchase. Any pre-printed terms or conditions on a Customer purchase order are null and void and have no effect on these Terms or the applicable Order Form.
4.7 No Refunds. Except as expressly set forth in these Terms, Fees are non-refundable.
4.8 Standard Messaging Rates. Customer acknowledges that the Services may transmit notifications via SMS or email. Standard text messaging rates and other carrier charges may apply to recipients and are the responsibility of the Customer or recipient, as applicable.
5.1 Compliance with AUP and Law. Customer and its Authorized Users will use the Services in compliance with the AUP, the Documentation, and all applicable laws and regulations.
5.2 Customer Responsibility for Customer Data. Customer is solely responsible for: (a) the accuracy, quality, legality, and content of Customer Data; (b) obtaining and maintaining all consents and authorizations from recipients required by law for transmission of communications through the Services, including without limitation consents required under the Telephone Consumer Protection Act, CAN-SPAM, and applicable state-law equivalents; (c) verifying the accuracy of recipient mobile phone numbers and email addresses; and (d) all use of the Services under Customer’s accounts.
5.3 Restrictions. Customer will not, and will not permit any third party to:
license, sublicense, sell, resell, transfer, assign, or distribute access to the Services except as expressly permitted under a separate reseller agreement with Botdoc;
modify, translate, or create derivative works based on the Services;
reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code, structure, or algorithms of the Services;
attempt to gain unauthorized access to the Services or related systems, networks, or data;
introduce any virus, worm, trojan horse, spyware, malicious code, or other harmful component into the Services;
use the Services to send spam or other unlawful communications;
use the Services to transmit content that is unlawful, defamatory, obscene, or that infringes the rights of any third party;
use the Services in violation of HIPAA, FERPA, the Gramm-Leach-Bliley Act, the CAN-SPAM Act, the Telephone Consumer Protection Act, or any other applicable law; or
circumvent or attempt to circumvent any usage limits, security features, or technical restrictions of the Services.
5.4 Required Consents. Customer represents and warrants that, prior to using the Services to transmit communications to any individual, Customer has obtained all consents and authorizations required by applicable law to permit Botdoc to transmit such communications on Customer’s behalf.
6.1 Ownership of Customer Data. As between the parties, Customer retains all right, title, and interest in and to Customer Data. Customer grants 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 Services and to fulfill its obligations under these Terms.
6.2 Encrypted Conduit Posture. Customer acknowledges that the Services are designed to function as an encrypted secure-transmission conduit. In ordinary operation, Customer Data is encrypted in transit, transmitted to the recipient designated by Customer, and is not persisted on Botdoc’s systems following successful delivery. Botdoc does not, in the ordinary course, access, read, scan, mine, monitor, profile, or sell Customer Data. Botdoc personnel do not have access to the content of Customer Data in unencrypted form; Botdoc retains only Service Metadata necessary to operate the Services, investigate security incidents, and comply with Applicable Law.
6.3 Customer Security Practices. Customer is responsible for using best practices for the security of its own systems, devices, and credentials, including unique passwords, anti-virus software, firewall protection, and timely security updates. Botdoc will never request a Customer’s password by email; Customer should disregard any such request.
6.4 Data Storage and Retention. When Customer or its Authorized Users transmit Customer Data through the Services, the recipient receives a download or upload link that remains active for the period specified in the Botdoc dashboard or Order Form. Botdoc has no obligation to retain Customer Data after the applicable retention period or following termination of these Terms, and will not be liable for the deletion, destruction, damage, loss, or failure to store Customer Data after such period.
6.5 File Size Limits. Customer and its Authorized Users will not transmit or attempt to transmit Customer Data in excess of the file size limits specified in the Botdoc dashboard or applicable Order Form.
6.6 Aggregated and De-Identified Data. Botdoc may collect, generate, and use aggregated and de-identified data and usage statistics derived from Customer’s use of the Services for product improvement, benchmarking, analytics, security, and marketing purposes, and may share such data with third parties, provided that such data does not identify Customer, its Authorized Users, or any individual, and does not include the contents of Customer Data.
6.7 Privacy Policy. Botdoc’s collection and use of personal information is described in the Botdoc Privacy Policy at https://botdoc.io/privacy-policy/.
6.8 Data Processing Addendum. To the extent Botdoc processes Personal Data on Customer’s behalf that is subject to the EU GDPR, the UK GDPR, the California Consumer Privacy Act / California Privacy Rights Act, the Colorado Privacy Act, the Utah Consumer Privacy Act, or other applicable data protection laws, the DPA is incorporated into these Terms by reference and governs the parties’ respective obligations with respect to such Personal Data.
6.9 Business Associate Agreement. To the extent Customer is a Covered Entity or Business Associate (as defined under HIPAA) and uses the Services to transmit Protected Health Information, the BAA at https://botdoc.io/business-associate-agreement/ is incorporated into these Terms by reference and will govern the parties’ respective obligations with respect to such Protected Health Information.
6.10 FERPA. To the extent Customer is an educational institution subject to FERPA and uses the Services to transmit student records, the Botdoc FERPA Privacy Policy at https://botdoc.io/ferpa-privacy-policy/ applies and is incorporated by reference.
6.11 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.
6.12 No AI/ML Training on Customer Data. Botdoc will not use Customer Data to train, validate, evaluate, benchmark, fine-tune, or improve any artificial intelligence or machine learning model for the benefit of any party other than Customer. Botdoc may use Customer Data to train models that operate solely within Customer’s account and for Customer’s benefit. Aggregated and de-identified data and statistics derived from Customer’s use of the Services that do not identify Customer, any Authorized User, or any natural person are excluded from this restriction.
6.13 Permission to Share with Service Providers. Customer grants Botdoc permission to share Customer’s billing information with Botdoc’s third-party billing services provider (which is PCI DSS certified) and to share recipient mobile phone numbers and email addresses with the recipients to whom Customer’s Authorized Users send a request for Customer Data over the Services.
7.1 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.
7.2 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 website or the DPA, as applicable.
7.3 Security Incident Notification. Botdoc will notify Customer without undue delay, and in any event within seventy-two (72) hours, following confirmation of a Security Incident affecting Customer Data, and will provide Customer with information reasonably necessary to comply with Customer’s notification obligations under applicable law. “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.
7.4 Service Level Target. Botdoc targets a monthly uptime of 99.9% (the “Service Level Target”). No service credit, refund, or other monetary remedy applies to a missed Service Level Target. If Botdoc materially and persistently fails to meet the Service Level Target (other than as a result of scheduled maintenance, force majeure, Customer-caused outages, or third-party infrastructure events outside Botdoc’s reasonable control), Customer’s exclusive remedy is to terminate the affected Order Form for cause in accordance with Section 11.1 following Botdoc’s failure to cure within the cure period.
7.5 Compliance Portfolio. Botdoc maintains a 20-document due-diligence package (the “Botdoc Compliance Portfolio”), refreshed annually, available to Customer under NDA upon written request to support@botdoc.io.
8.1 Definition. “Confidential Information” means non-public information disclosed by one party (the “Discloser”) to the other (the “Recipient”) that is marked confidential or that a reasonable person would understand to be confidential under the circumstances, including without limitation 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 use of or reference to the Discloser’s Confidential Information; (c) is rightfully obtained by the Recipient from a third party without restriction; or (d) becomes publicly available through no fault of the Recipient.
8.2 Obligations. The Recipient will: (a) use the Discloser’s Confidential Information solely to perform its obligations or exercise its rights under these Terms; (b) protect the Discloser’s Confidential Information using at least the same degree of care that it uses to protect its own confidential information of similar sensitivity, and no less than a reasonable degree of care; and (c) not disclose the Discloser’s Confidential Information to any 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 8.
8.3 Compelled Disclosure. If the Recipient is required by law, court order, or government authority to disclose Confidential Information of the Discloser, the Recipient will provide the Discloser with prompt written notice (to the extent legally permitted) so that the Discloser may seek a protective order or other remedy.
8.4 Equitable Relief. The Recipient acknowledges that breach of this Section 8 may cause irreparable harm to the Discloser for which monetary damages may be inadequate, and the Discloser may seek injunctive or other equitable relief in addition to any other remedies available at law or in equity, without the requirement to post a bond.
9.1 Botdoc IP. As between the parties, Botdoc owns all right, title, and interest in and to the Services, the Documentation, all underlying technology, and all related intellectual property rights, including without limitation patents, copyrights, trademarks, service marks, trade names, trade secrets, and know-how (collectively, “Botdoc IP”). Except for the rights expressly granted in these Terms, no license to Botdoc IP is granted to Customer, whether by implication, estoppel, or otherwise. All rights not expressly granted are reserved.
9.2 Customer IP. As between the parties, Customer owns all right, title, and interest in and to Customer Data and any pre-existing Customer technology and intellectual property.
9.3 Feedback. Customer grants Botdoc a perpetual, irrevocable, royalty-free, worldwide, sublicensable license to use any suggestions, ideas, enhancement requests, recommendations, or other feedback provided by Customer or its Authorized Users regarding the Services, without any obligation of compensation or attribution.
10.1 Suspension Rights. Botdoc may suspend Customer’s or any Authorized User’s access to the Services, in whole or in part, if Botdoc reasonably determines that: (a) Customer or any Authorized User has materially breached these Terms or the AUP; (b) Customer’s account is past due; (c) Customer’s or any Authorized User’s use poses a security risk to the Services or any third party, or could subject Botdoc to liability; or (d) suspension is required by law.
10.2 Notice. Botdoc will use commercially reasonable efforts to provide Customer 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 the resolution of the cause for suspension. Suspension does not relieve Customer of its obligation to pay Fees during the suspension period.
11.1 Termination for Cause. Either party may terminate these Terms and any Order Form upon written notice to the other party if such other party: (a) materially breaches these Terms and fails to cure within thirty (30) days after receiving written notice of the breach; or (b) becomes insolvent, files for or is the subject of a bankruptcy proceeding, makes an assignment for the benefit of creditors, or has a receiver appointed.
11.2 Termination for Non-Payment. Botdoc may terminate Customer’s access to the Services and any Order Form, immediately and without further notice, if Customer’s account remains past due for more than thirty (30) days after the payment due date.
11.3 Termination at End of Term. Either party may terminate at the end of the Initial Term or any Renewal Term by providing written notice of non-renewal in accordance with Section 3.2. Except as set forth in Sections 11.1 and 11.2, neither party has the right to terminate the Services or the applicable Order Form mid-term.
11.4 Effect of Termination. Upon termination or expiration of these Terms or any Order Form: (a) Customer’s right to access and use the affected Services will cease; (b) all outstanding Fees through the effective date of termination become immediately due and payable; (c) Botdoc may delete Customer Data at any time after termination and is not obligated to retain or return Customer Data; and (d) each party will, upon written request, return or destroy the other party’s Confidential Information then in its possession, except as required to be retained by law.
11.5 Survival. The following provisions survive any expiration or termination of these Terms: Section 1 (Definitions), Section 4 (with respect to amounts accrued prior to termination), Section 5.3 (Restrictions), Section 6 (to the extent applicable), Section 8 (Confidentiality), Section 9 (Intellectual Property), Section 11.4 (Effect of Termination), Section 11.5 (Survival), Section 12 (Mutual Representations and Warranties, with respect to representations made), Section 13 (Disclaimer of Warranties), Section 14 (Indemnification, for claims arising prior to termination), Section 15 (Limitation of Liability), Section 18 (Notices), Section 19 (Governing Law), Section 20 (Dispute Resolution), and Section 21 (General Provisions).
Each party represents and warrants to the other that: (a) it has full corporate power and authority to enter into and perform these Terms; (b) the individual signing or accepting these Terms is duly authorized to bind the party on whose behalf they act; (c) entering into these Terms does not conflict with any other agreement to which the party is bound; and (d) it will comply with all laws and regulations applicable to its performance under these Terms.
EXCEPT AS EXPRESSLY SET FORTH IN THESE TERMS, THE SERVICES AND DOCUMENTATION ARE PROVIDED “AS IS” AND “AS AVAILABLE.” TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, BOTDOC DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING WITHOUT LIMITATION ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, ACCURACY, AVAILABILITY, UPTIME, AND ANY WARRANTY ARISING OUT OF COURSE OF DEALING OR USAGE OF TRADE. BOTDOC DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED, ERROR-FREE, OR FREE FROM HARMFUL COMPONENTS, OR THAT ANY DEFECTS WILL BE CORRECTED. THE SERVICE LEVEL TARGET IN SECTION 7.4 IS THE SOLE UPTIME COMMITMENT MADE BY BOTDOC.
14.1 Botdoc Indemnification. Botdoc will defend Customer from and against any third-party claim, demand, suit, or proceeding alleging that Customer’s authorized use of the Services, in accordance with these Terms and the Documentation, infringes a valid United States patent, copyright, or trademark of the third party (an “IP Claim”), and will indemnify Customer for damages and costs finally awarded by a court of competent jurisdiction or paid in settlement of an IP Claim.
If the Services 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 Customer the right to continue using the Services; (b) modify or replace the Services to be non-infringing without materially diminishing functionality; or (c) terminate the affected Order Form and refund any pre-paid, unused Fees applicable to the period after termination.
This Section 14.1 states Botdoc’s sole liability and Customer’s sole and exclusive remedy for IP Claims.
14.2 Exclusions. Botdoc has no obligation under Section 14.1 for IP Claims arising from or relating to: (a) Customer Data; (b) modifications to the Services not made by Botdoc; (c) use of the Services 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 Services in violation of these Terms, the AUP, or the Documentation; or (e) use of any Beta Offering.
14.3 Customer Indemnification. Customer will defend Botdoc 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) Customer’s or any Authorized User’s use of the Services in violation of these Terms, the AUP, or applicable law; (c) Customer’s failure to obtain required consents or authorizations from recipients of communications transmitted through the Services; or (d) Customer’s breach of Section 5 (Customer Obligations and Acceptable Use). Customer will indemnify Botdoc for damages and costs finally awarded by a court of competent jurisdiction or paid in settlement of any such claim.
14.4 Procedure. The party seeking indemnification (the “Indemnified Party”) will: (a) promptly notify the indemnifying party (the “Indemnifying Party”) in writing of the claim; (b) grant the Indemnifying Party sole control of the defense and settlement of the claim, provided that the Indemnifying Party may not settle any claim without the Indemnified Party’s 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 TO THE OTHER 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 THESE TERMS OR THE SERVICES, REGARDLESS OF THE THEORY OF LIABILITY (WHETHER CONTRACT, TORT, STATUTE, OR OTHERWISE) AND EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
15.2 Cap on Direct Damages. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, EACH PARTY’S TOTAL CUMULATIVE LIABILITY ARISING OUT OF OR RELATING TO THESE TERMS WILL NOT EXCEED THE AMOUNT OF FEES PAID OR PAYABLE BY CUSTOMER TO BOTDOC UNDER THE APPLICABLE ORDER FORM IN THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM.
15.3 Exclusions from Cap. The limitations in Sections 15.1 and 15.2 do not apply to: (a) Customer’s payment obligations; (b) either party’s indemnification obligations under Section 14; (c) breaches of Section 8 (Confidentiality); (d) Customer’s breach of Section 5.3 (Restrictions); (e) either party’s gross negligence, willful misconduct, or fraud; or (f) any liability that cannot be limited or excluded under applicable law.
15.4 Essential Purpose. The limitations of liability in this Section 15 apply even if any limited remedy fails of its essential purpose.
15.5 Allocation of Risk. The parties agree that the limitations of liability in this Section 15 are an essential part of the bargain and reflect a reasonable allocation of risk between the parties.
16.1 General Compliance. Each party will comply with all laws and regulations applicable to its performance under these Terms.
16.2 Export Controls and Sanctions. Customer 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 U.S. Department of the Treasury’s Office of Foreign Assets Control (OFAC), and the U.S. Department of State. Customer represents that neither Customer nor any of its Authorized Users is located in, or a national or resident of, any country subject to a U.S. trade embargo, and that neither Customer nor any of its Authorized Users is on any U.S. government list of prohibited or restricted parties.
16.3 Anti-Corruption. Each party will comply with the U.S. Foreign Corrupt Practices Act, the UK Bribery Act, and other applicable anti-corruption laws.
16.4 EEA / UK Customers. If Customer is established in the European Economic Area, the United Kingdom, or Switzerland, or sends communications to recipients located there, Customer represents and warrants that it has complied with all applicable data protection, electronic communication, and privacy laws, has obtained all necessary permissions for Botdoc to receive, process, and transmit data on Customer’s behalf, and agrees to the DPA.
Botdoc may update these Terms from time to time. For non-material updates, Botdoc will post the updated Terms at https://botdoc.io/corporate-terms-of-service/ and update the “Last updated” date. For material changes, Botdoc will provide at least thirty (30) days’ advance notice to the Account Manager’s email address on file before the change takes effect. “Material change” means a change that materially decreases Customer’s rights, materially increases Customer’s financial obligations, or materially changes the nature of the Services. Changes that fix typographical errors, conform to applicable law, or add new optional features are not material. Customer’s continued use of the Services after the effective date of an update constitutes acceptance of the updated Terms. If Customer does not agree to a material change, Customer’s 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 of the change. Botdoc will refund any pre-paid, unused Fees applicable to the period after the change date, less any usage-based fees actually incurred. Posting the updated Terms at https://botdoc.io/corporate-terms-of-service/ constitutes valid notice to all Customers regardless of email delivery status. Customer is responsible for periodically reviewing the applicable policy page. Modifications to the DPA, BAA, and other policies referenced herein 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.
All legal notices under these Terms must be in writing and delivered: (a) by personal delivery; (b) by U.S. registered or certified mail, return receipt requested; (c) by nationally recognized overnight courier; or (d) by email with confirmation of receipt.
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 Customer will be sent to the Account Manager at the address and email on file. Notices are effective upon receipt; notices sent by certified mail or overnight courier are deemed received two (2) business days after deposit, properly addressed and prepaid.
Routine operational notices (such as billing, support, and product updates) may be delivered through the Services or by ordinary email. Billing inquiries may be sent to support@botdoc.io; support requests to support@botdoc.io; and compliance / due-diligence requests to support@botdoc.io.
These Terms are 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 to these Terms.
20.1 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.
20.2 Binding Arbitration. Any dispute, controversy, or claim arising out of or relating to these Terms 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 and, where applicable, its Supplementary Procedures for Consumer-Related Disputes. 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.
20.3 Equitable Relief. Notwithstanding Section 20.2, 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 5.3.
20.4 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.
21.1 Entire Agreement; Order of Precedence. These Terms, together with all Order Forms, the AUP, the Privacy Policy, the DPA, the BAA (if applicable), the MSA (if executed), and any other policies referenced herein, constitute the entire agreement between the parties regarding the subject matter and supersede all prior or contemporaneous agreements and understandings, written or oral. In the event of conflict, the order of precedence is: (a) the BAA (with respect to Protected Health Information); (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) these Terms; and (f) the AUP and other referenced policies.
21.2 Assignment. Neither party may assign these Terms or any rights or obligations hereunder without the other party’s prior written consent, except that either party may assign these Terms without consent in connection with a merger, acquisition, reorganization, or sale of all or substantially all of its assets, provided that the assignee assumes all obligations under these Terms. Any attempted assignment in violation of this Section is void. These Terms inure to the benefit of and bind the parties’ permitted successors and assigns.
21.3 Subcontractors. Botdoc may engage subcontractors and subprocessors to perform its obligations under these Terms, provided that Botdoc remains responsible for their performance.
21.4 Force Majeure. Neither party will be liable for any delay or failure to perform (other than payment obligations) caused by events beyond its reasonable control, including without limitation acts of God, natural disasters (flood, fire, earthquake, explosion), war, terrorism, civil unrest, government action or order, labor disputes, internet or telecommunications outages, power shortages, or shortages of equipment or supplies. The affected party will use commercially reasonable efforts to resume performance and will keep the other party reasonably apprised of progress. If a force majeure event continues for more than sixty (60) days, either party may terminate the affected Order Form upon written notice without liability.
21.5 Independent Contractors. The parties are independent contractors. These Terms do not create any agency, partnership, joint venture, fiduciary, or employment relationship.
21.6 No Third-Party Beneficiaries. These Terms are for the sole benefit of the parties and their permitted successors and assigns. No third party has any right, claim, or remedy under these Terms.
21.7 Severability. If any provision of these Terms is held invalid or unenforceable by a court of competent jurisdiction, the remaining provisions will remain in full force and effect, and the invalid provision will be reformed to the minimum extent necessary to make it valid and enforceable while preserving the parties’ original intent.
21.8 Waiver. No waiver of any provision of these Terms is effective unless in writing and signed by the waiving party. A party’s failure or delay to enforce any right or provision is not a waiver of that right or provision.
21.9 Headings. Section headings are for convenience only and do not affect the interpretation of these Terms.
21.10 Counterparts and Electronic Signatures. Order Forms and any amendments may be executed in counterparts and by electronic signature, each of which is deemed an original and all of which together constitute one agreement.
21.11 Publicity. Botdoc may identify Customer as a Botdoc customer and use Customer’s name and logo in customer lists, on the Botdoc website, and in marketing materials, unless Customer opts out by written notice to support@botdoc.io. Other use of either party’s name, logo, or trademarks for marketing or promotional purposes requires prior written consent.
21.12 U.S. Government End Users. If Customer is a U.S. government entity, the Services 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 these Terms.
21.13 Mobile Terms of Service. Customer’s and its Authorized Users’ use of the Services through mobile applications or SMS is also subject to the Botdoc Mobile Terms of Service at https://botdoc.io/policy-mobile-terms-of-service/.
21.14 Cookies. Customer’s use of botdoc.io is subject to the Botdoc Cookies Disclaimer at https://botdoc.io/cookies/.
By executing an Order Form that references these Terms, by clicking “I accept,” or by accessing or using the Services, Customer acknowledges that it has read, understood, and agrees to be bound by these Terms.