Last Updated May 24, 2018
These Botdoc User Terms of Service (these “TOS”) govern your use of and access to the botdoc.io website, the Botdoc service, and any related software (collectively, the “Services”). This is a binding agreement between you and ShortSave, Inc., a Colorado corporation. If you are an employee or agent of a business (the “Prime User”) who is a user of the Services and, as a result, you have been given access to a Botdoc team, then the terms of these TOS that reference Botdoc teams will also apply to you.
As a condition of your use of and access to the Services, you agree as follows:
2. User Responsibilities. Your use of the Services shall be subject to the following conditions:
2.1. You are responsible for your own conduct and use of the Services, including the accuracy, quality, and legality of any data, files, documents, or information that you request, transmit, or store in the Services, regardless of format (“Data”);
2.2. You will not request or transmit Data unless you have the right to do so;
2.3. Except in connection with a Botdoc team, you will not allow a third party to access your account or share your login credentials and you will keep your account information current and secure;
2.4. You will not disassemble, reverse engineer, modify, translate, alter, decompile, or create derivative works from the Services; and
2.5. You will not use the Services for any purpose that violates our Acceptable Use Policy found at https://botdoc.io/acceptable-use-policy/, the rights of any third party, or applicable law (including without limitation the Heath Insurance Portability and Accountability Act of 1996, as modified (“HIPAA”), and the Family Educational Rights and Privacy Act, as modified (“FERPA”).
3. User Representations and Warranties. You represent and warrant to ShortSave that: (a) you have the requisite right and authority to use the Services and enter into this TOS; and (b) you are responsible for the use of your Botdoc account.
4.1. Requesting Data via the Services requires that we share your phone number and/or email address with the recipient of your request. You grant us permission to share this information with any person that you send a request for Data over the Services. In addition, you give us permission to send requests and transmit Data to your mobile phone number and email address, including authorization codes related to 2-factor authentication requests.
4.2. You grant us permission to access and review your Botdoc account to comply with technical requests, customer service requests, and for compliance with these TOS, but we have no obligation to ensure your or any other user’s compliance with these TOS.
4.3. We may prepare, use, sell, and distribute aggregated de-identified information collected by and stored in the Services. In addition, we may share your usage statistics (but not Data) to our third party marketing partners.
4.4. If you used a Paid Account (as defined below), you grant us permission to share your billing information with our third-party billing services provider, subject to applicable law.
5. Paid Accounts.
5.1. If you have registered for a free trial Botdoc account, you will receive a limited number of free Data requests through the Services. Once you have used all of your free Data requests, you will not be able to send additional Data requests (but you may still receive Data requests from other users) unless you choose to upgrade to a Paid Account (as defined below). You may upgrade to a Paid Account at any time.
5.2. You may increase your “Available Requests” and add paid features to your Botdoc account (turning your Botdoc account into a “Paid Account”). We will automatically bill you from the date you convert to a Paid Account and on each periodic renewal until cancellation. You are solely responsible for all applicable taxes, and we will charge tax when required to do so.
5.3. You may cancel your Paid Account at any time. We will offer refunds for the unused portion (11 months) of an annual subscription only if you cancel and request a refund within the first 30 days of your annual subscription. In all other circumstances, refunds will only be issued if required by applicable law or as expressly set forth in these TOS. Your Paid Account will remain in effect until it’s cancelled or terminated under these TOS.
5.4. We may change the fees in effect but will give you advance notice of these changes via the email address associated with your Paid Account.
5.5. If you have a Paid Account, we will suspend your Paid Account and your ability to send Data requests or access Data you have requested if you fail to pay on a periodic renewal date or your credit card is declined or invalid until we have received full payment for all amounts due under your account. You will also receive notification of such suspension via the Botdoc dashboard when you log in to your Botdoc account. We will notify you via the Botdoc dashboard or the email address associated with your Botdoc account 15 days before your card will expire. You will not receive these messages if your account is paid for by your employer or another Botdoc team owner.
5.6. If you upgrade a Paid Account to a Corporate Account, the unused portion of your current Paid Account subscription may be credited towards your Corporate Account subscription, or we may provide you a refund of the unused portion of your current Paid account subscription.
5.7. Regardless of whether your Botdoc account is in its free trial period or a Paid Account, standard text messaging rates from your cellular carrier may apply.
6. Botdoc Teams. We will not allow you to associate a Paid Account with a Botdoc team. You may only join a Botdoc team with an invitation received from a Botdoc team owner via the email address to which the invitation was sent. If you join a Botdoc team, you must use it in compliance with the Prime User’s terms and policies. Please note that Botdoc team accounts are subject to the Prime User’s control. Your team owners and administrators may be able to restrict or terminate your access to a Botdoc team account, including changing your login information and accessing your Data. Any breach of these TOS by you will also constitute a material breach of the Prime TOS and we will have the right to immediately terminate these TOS, suspend your Botdoc account and the Prime User’s access to the Services, or exercise any other right or remedy available to us under these TOS, the Prime TOS, at law, or in equity.
7. Data Storage and Maximum File Size.
7.1. When you transmit or request Data over the Services, the recipient will receive a download or upload link (as applicable) to access the Data. Both the download or upload link and the Data will be removed from our servers after a period of time that is described within the Botdoc Dashboard. It is your responsibility to retrieve and store Data that you request. We have no obligation to store Data for any period of time. We will not be liable for the deletion, destruction, damage, loss, or failure to store any Data.
7.2. Because all Data is maintained in an encrypted form, we have no control over any Data and cannot access any Data.
7.3. You acknowledge and agree that we will not allow you to transmit or receive Data above the maximum file size specified in the Botdoc Dashboard.
8. Security. We will employ security measures in regards to the Services and your Data in accordance applicable industry practice. In the event of a data breach involving your Data, we will promptly notify you thereof.
9. International Data Transfers. If Customer is established in the European Economic Area or Switzerland (“EEA”), it acknowledges and agrees that Botdoc may transfer Customer Data, including without limitation Personal Data, outside of the EEA for processing. Upon Customer’s explicit written request, Botdoc may execute Standard Contractual Clauses approved by the European Commission for the benefit of the Customer (“Customer SCCs”) in order to ensure adequate protection for the Personal Data in accordance with the requirements of Articles 25 and 26 of the EU Directive. These Terms “Personal Data”, “Process/Processing”, “Controller”, “Processor”, “Sub-processor”, and “Data Subject” will have the meanings ascribed to them in the Data Processing Addendum (“DPA”) at https://botdoc.io/data-processing-addendum/.
10. Intellectual Property Rights. You acknowledge that all right, title, and interest in and to any and all technology and intellectual property forming part of the Services, including, without limitation, all patents, inventions, copyrights, trade secrets, trademarks, service marks, trade names, and other intellectual property rights (collectively, “Intellectual Property”), in and to the Services is our sole property. Nothing in these TOS gives you any right, title, claim, or interest in or to any of our Intellectual Property. You may not use our Intellectual Property, in any manner, except as permitted by these TOS.
11. Term; Termination. These TOS are effective when you access of the Services and continue until the earlier of: (a) you haven’t had a Paid Account or accessed the Services for 12 consecutive months; or (b) such time as we terminate your access to the Services. Upon termination of these TOS, we may delete all of your Data and your Botdoc account and you will no longer be allowed to access the Services.
12. NO WARRANTIES. THE SERVICES ARE PROVIDED “AS IS.” WE DO NOT MAKE AND YOU SHALL NOT RECEIVE ANY WARRANTIES, EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, AND WE EXPRESSLY DISCLAIM ALL IMPLIED WARRANTIES, INCLUDING, WITHOUT LIMITATION, WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, USAGE OF TRADE, UPTIME GUARANTEE, AND COURSE OF DEALING TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW.
13. Indemnification. You agree to defend and hold us harmless against any claim, demand, suit or proceeding made or brought against us by a third party alleging that your or our transmission, receipt, use of, storage, or collection of the Data infringes on or misappropriates the intellectual property rights of a third party or violates any applicable law, and you agree to indemnify us for any damages, attorney fees and costs awarded against us in connection with the same.
14.1. “Confidential Information” means any trade secrets or other information of ShortSave, you, or the Prime User, whether of a technical, business, or other nature (such as the Botdoc software or your Data) that is disclosed to the other party (the “Recipient”) and that is marked “confidential,” or, where or not marked, that a reasonable person would understand to be confidential given the circumstances of the disclosure. Confidential Information does not include any information that: (a) was known to the Recipient before receiving it from the disclosing party; (b) is independently developed by the Recipient without use of or reference to any Confidential Information of the other party; (c) is acquired by the Recipient from another source that did not receive it in confidence from the other party to this Agreement; or (d) is or becomes part of the public domain through no fault or action of the Recipient.
14.2. During and after the term of this Agreement, the Recipient will (a) use the Confidential Information of the other party only for purposes that are within the scope of this Agreement; (b) not disclose such Confidential Information to a third party, except on a need to know basis to its attorneys, auditors, consultants, and service providers who are under confidentiality obligations at least as restrictive as those contained in this Section 13; and (c) protect such Confidential Information from unauthorized use and disclosure to the same extent (but using no less than a reasonable degree of care) that it protects its own Confidential Information of a similar nature. Notwithstanding the foregoing, you expressly permit ShortSave to transmit and store your Data for purposes of your use of the Services.
14.3. If the Recipient is required by law to disclose Confidential Information of the other party, the Recipient will give prompt written notice to the other party before making the disclosure.
14.4. The Recipient acknowledges that any actual or threatened breach of this Section 13 may cause irreparable, non-monetary injury to the disclosing party, the extent of which may be difficult to ascertain. Accordingly, the disclosing party is entitled to (but not required to) seek injunctive relief in addition to all remedies available to the disclosing party at law or in equity, to prevent or mitigate any breaches of this Agreement or damages that may otherwise result from those breaches. Absent written consent of the disclosing party to the disclosure, the Recipient, in the case of a breach of this Section 13, has the burden of proving that the disclosing party’s Confidential Information is not, or is no longer, confidential or a trade secret and that the disclosure does not otherwise violate this Section 13.
15. Limitation of Liability. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, OUR MAXIMUM CUMULATIVE AND AGGREGATE LIABILITY FOR ALL CLAIMS ARISING UNDER OR RELATED IN ANY WAY TO THESE TOS FROM ANY CAUSE WHATSOEVER AND REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT OR TORT OR OTHER STATUTORY, LEGAL OR EQUITABLE GROUNDS, SHALL BE LIMITED TO THE GREATER OF $20 OR 100% OF ANY AMOUNT YOU’VE PAID UNDER YOUR CURRENT SUBSCRIPTION PLAN. THE FOREGOING LIMITATIONS, EXCLUSIONS, AND DISCLAIMERS APPLY TO THE MAXIMUM EXTENT PERMITTED BY LAW, EVEN IF ANY REMEDY FAILS OF ITS ESSENTIAL PURPOSE.
16. Arbitration. Except as may otherwise be provided in these TOS, to the maximum extent permitted by law, all disputes, controversies, claims, or demands of any kind or nature arising between the parties in connection with these TOS, whether at law or in equity or based upon common law or any federal or state statute, rule, or regulation will be resolved through binding arbitration. Any arbitration commenced hereunder shall be initiated in Denver, Colorado and shall be governed by the Commercial Arbitration Rules and the Supplementary Procedures for Consumer Related Disputes of the American Arbitration Association (the “AAA”) from time to time in force. The arbitration shall occur before a single arbitrator (the “Arbitrator”) that shall be selected in accordance with the rules of the AAA. This submission and agreement to arbitrate shall be specifically enforceable.
17.1. These TOS shall inure to and be binding upon our successors and assigns.
17.2. We shall not be liable or responsible to you or any other party, nor shall we be deemed to have defaulted under or breached these TOS for any failure or delay in fulfilling or performing any term of these TOS, when and to the extent such failure or delay is caused by or results from acts beyond our control, including without limitation, the following force majeure events: (a) acts of God; (b) flood, fire, earthquake, or explosion; (c) war, invasion, hostilities (whether war is declared or not), terrorist threats or acts, riot, or other civil unrest; (d) government order or law; (e) actions, embargoes, or blockades in effect on or after the date of these TOS; (f) action by any governmental authority; (g) national or regional emergency; (h) strikes, labor stoppages or slowdowns, or other industrial disturbances; and (i) shortage of adequate power or disturbances to telecommunications and internet infrastructure. In the event that we cannot remedy our failure or delay to perform for any of the above reasons, and such failure or delay remains uncured for a period of 60 days, either you or we may terminate these TOS.
17.4. If any part of these TOS are held by any court of competent jurisdiction to be invalid, the remaining parts of these TOS will continue to be valid and enforceable as to the parties hereto. If the laws of the country you are located in prohibit any of the terms of these TOS, then the laws of such country will control.
17.5. Our waiver or failure to exercise any right provided for in these TOS will not be deemed a waiver of any other right under these TOS.
17.6. These TOS are governed by, construed, and enforced in accordance with the laws of the State of Colorado, United States of America, without reference to, or application of, its conflict of laws principles. Notwithstanding the terms of Section 15, any litigation under these TOS must be brought in a state or federal court sitting in the County of El Paso, Colorado.
18. Compliance with Laws. You represent and warrant that your use of Botdoc will comply with all applicable laws and regulations. If you’re located in the European Economic Area (EEA) or send to anyone in the EEA, you represent and warrant that in creating a User Account, sending or collecting information, you: 1) Have complied, and will comply, with all regulations, as well as data protection, electronic communication, and privacy laws that apply to the countries where you’re sending any form of communications through Botdoc. 2) Have collected, stored, used, and transferred all data relating to any individual in compliance with all data protection laws and regulations. You have the necessary permission to allow Botdoc to receive and process data and send communications to that individual on your behalf. 3) Agree to the Data Processing Addendum (“DPA”) at https://botdoc.io/data-processing-addendum/
19. These TOS shall not be deemed to create any rights in third parties.
If you have any questions about our User terms of Service, you may contact us at: firstname.lastname@example.org