Bot@Work Terms of Service

Last updated: 01 March, 2024

Effective from: 01 March, 2024

1. Introduction

Bot@Work Terms of Service agreement governs customer's ("Customer", "You" or "Your", as more particularly defined below) purchase of subscriptions to, and use of, products or services made available by Flatworld Solutions, Inc. ("FWS", "We", "Us" or "Our") on or through https://botatwork.com/ (the "Website") under an Order Form (as defined below).

Each Order Form, together with this Bot@Work Terms of Service agreement and all applicable Policies (as defined below) and supplements, constitute a separate agreement ("Agreement") between FWS and the Customer. FWS operates the Website to simplify the use of third-party AI tools and services ("Third-Party AI Tools") by providing pre-created forms that You can fill based on Your specific requirements ("Services"). These forms have been carefully created and tested to generate appropriate situation-specific responses from the Third-Party AI Tools.

By undertaking any of the following actions, You demonstrate that You have read and agree to this Agreement: (1) by clicking a box indicating acceptance, or (2) executing an Order Form that references this Agreement, or () by executing this Agreement, whether digitally or physically. You further indicate that You have read and understood the following legal documents, the latest version of which are available at the following pages:

Privacy Policy: https://ai.botatwork.com/legal/privacy

Acceptable Use Policy: https://ai.botatwork.com/legal/acceptable-usage

List of Third-Party AI Tools: https://ai.botatwork.com/legal/third-party

If the individual accepting this Agreement does not have such authority, or does not agree with this Agreement, such individual must not accept this Agreement and may not use the services.

Customer agrees to be bound by all of the provisions of the Agreement (including all applicable Policies and supplements). The individual accepting this Agreement represents that they have the authority to bind the company or legal entity on behalf of which they are accepting this Agreement to these terms and conditions. If the individual accepting this Agreement does not have such authority, or does not agree with this Agreement, such individual must not accept this Agreement and may not use the services.

AUTO-RENEWAL. THE SUBSCRIPTION TERM WILL AUTOMATICALLY RENEW FOR ADDITIONAL ANNUAL PERIODS AND CUSTOMER'S PAYMENT ACCOUNT ON FILE (E.G., CREDIT CARD) WILL AUTOMATICALLY BE CHARGED AT THE SUBSCRIPTION RATE THEN IN EFFECT, PLUS TAXES AND OTHER APPLICABLE CHARGES, UNLESS CUSTOMER'S SUBSCRIPTION IS CANCELLED BY CUSTOMER OR BY FWS AS DESCRIBED IN SECTION 9.3 OF THIS AGREEMENT.

This Agreement is effective between Customer and FWS as of the date on which Customer accepts this Agreement.

1. DEFINITIONS

1.1. "Acceptable Use Policy" means the acceptable use policy available at the link specified above, as updated by FWS from time to time.

1.2. "Affiliate" means any entity that directly or indirectly controls, is controlled by, or is under common control with the subject entity. "Control," for purposes of this definition, means direct or indirect ownership or control of more than 50% of the voting interests of the subject entity.

1.3. "Agreement" means this Bot@Work Terms of Service agreement and includes the Order Form, and any other additional terms and conditions as may be agreed upon by the parties prior to the provision of additional services by FWS.

1.4. "Applicable Law" means any law, rules, regulations, ordinances, orders, directives, codes, judgements, decrees, licenses, authorizations, and directives, as applicable from time to time.

1.5. "Bot@Work" means the website and services available on or through the Website.

1.6. "Confidential Information" means and includes all non-public and/or private information disclosed by the Disclosing Party to the Receiving Party, whether orally or in writing, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure. Confidential Information of Customer includes non-public aspects of Customer Data. Confidential Information of FWS includes non-public aspects of the Website or Services, any software or documentation related to the Website or Services, FWS sample questions and templates, prompts used by FWS for generating responses from Third-Party AI Tools, technical know-how, inventions, materials, product development plans, marketing plans, customer data, the know-how, proprietary strategy on communications, reports, and findings. Confidential Information of each Party includes non-public aspects of business and marketing plans, technology and technical information, product plans and designs, and business processes disclosed by such Party. Notwithstanding anything to the contrary above, Confidential Information does not include any information that (i) is or becomes generally known to the public without breach of any obligation owed to the Disclosing Party, (ii) was known to the Receiving Party prior to its disclosure by the Disclosing Party without breach of any obligation owed to the Disclosing Party, (iii) is received from a third Party without breach of any obligation owed to the Disclosing Party, or (iv) was independently developed by the Receiving Party.

1.7. "Content" means forms, formats, samples, and templates, created by FWS or obtained by FWS from publicly available sources or its third-party content providers and made accessible to Customer through the Services.

1.8. "Customer" means in the case of an individual accepting this Agreement on his or her own behalf, such individual, or in the case of an individual accepting this Agreement on behalf of a company or other legal entity, the company or other legal entity for which such individual is accepting this Agreement.

1.9. "Customer Data" means and includes Customer Inputs, Customer Outputs, and Personal Information.

1.10. "Customer Inputs" means the inputs provided by or on behalf of Customer in the Service, for the purpose of generating responses from Third-Party AI Tools.

1.11. "Customer Outputs" means responses generated for Customer by Third-Party AI Tools.

1.12. "Disclosing Party" means the party that discloses Confidential Information to the other Party.

1.13. "Documentation" means the information available on the Website; user guide; help files; tutorials including written, audio, and video; policies; procedures and other information available on the Website's help or documentation section or after logging into applicable services, each as updated from time to time.

1.14. "Force Majeure Event" means an event or effect that cannot be reasonably anticipated or controlled, which even by the exercise of reasonable diligence cannot prevent non-performance, and in particular, performance of the Services. These occurrences and events include, but are not limited to: acts of God; acts of government; acts of war; acts of public enemies; acts of terror; strikes or other labor problems; natural disaster; floods; fires; earthquakes; epidemic; pandemic; civil unrest; riots; explosions; outages; general Internet brown-outs or black-outs or shortage of bandwidth; hardware failures; hacking, denial of service or ransomware attacks; actions of the elements; or other similar causes beyond the control of Customer or FWS in the performance of this Agreement.

1.15. "FWS" means the company described in Introduction above.

1.16. "Initial Subscription Term" means the period of time set forth on the applicable Order Form for use of the Services, which period commences as of the Subscription Start Date, as specified in the applicable Order Form.

1.17. "Malicious Code" means code, files, scripts, agents, or programs intended to do harm, including but not limited to, viruses, worms, time bombs, and Trojan horses.

1.18. "Order Form" means an ordering document or online order specifying the Services to be provided hereunder that is entered into between FWS and Customer, including any addenda and supplements thereto. For the purposes of this Agreement, Order Form includes but is not limited to documents titled "Sales Order Form" or "Sales Order Form for Bot@Work".

1.19. "Personal Information" means personally identifiable data or information of Users.

1.20. "Privacy Policy" means the privacy policy available at the link specified above, as updated by FWS from time to time.

1.21. "Policies" means the Privacy Policy and the Acceptable Use Policy."Receiving Party" means the party that received Confidential Information from the other Party.

1.22. "Renewed Subscription Term" means the period of time for which the Customer's subscription to the Services is renewed, as described in Section 9.2 below.

1.23. "Representatives" with respect to an entity or an individual, means and includes, the employees, contractors, agents, officers, and representatives, of such individual or an entity.

1.24. "Services" has the meaning assigned to it above.

1.25. "Subscription Term" means Initial Subscription Term or the Renewed Subscription Term, as applicable.

1.26. "Taxes" means and includes any taxes, levies, duties, or similar governmental assessments of any nature, including but not limited to, value-added, sales, goods and services, use, or withholding, taxes, assessable by any jurisdiction whatsoever.

1.27. "Terms" means the Agreement, as defined above.

1.28. "Third-Party AI Tools" has the meaning assigned to it above.

1.29. "User" means an individual who: (i) is an employee of the Customer; (ii) is authorized by Customer to use a Service; and (iii) for whom Customer has purchased and/or provisioned a Service, and to whom Customer (or, when applicable, FWS at Customer's request) has supplied a user account.

1.30. "You" or "Your" means Customer and/or User, as may be applicable depending upon the context in which it is used.

2. USE OF SERVICES AND CONTENT

2.1. Subscriptions. Unless otherwise provided in the applicable Order Form: (i) Services and access to Content are purchased as subscriptions for the term stated in the applicable Order Form or in the applicable online purchasing portal; (ii) subscriptions for Services may be added during a subscription term at the same pricing as the underlying subscription pricing, prorated for the portion of that subscription term remaining at the time the subscriptions are added; and (iii) any added subscriptions will terminate on the same date as the underlying subscriptions. Customer agrees that its purchases are not contingent on the delivery of any future functionality or features, or dependent on any oral or written public comments made by FWS regarding future functionality or features.

2.2. Usage Limits. FWS may place technical or non-technical limitations on the use of the Service(s) by Customer, including but not limited to allocation of storage space or bandwidth; maximum number of Customer Inputs and/or Customer Outputs; maximum number of Users; and length or size of Customer Inputs or Customer Outputs; and any other limitation specified in the Order Form, Documentation, or as specified in the Service. FWS shall not be liable for any loss or damage faced by the Customer or any third party as a result of any technical or non-technical limitation, whether or not such limitation is explicitly specified above.

2.3. Customer Responsibilities. Customer shall:

2.3.a. use Services only as permitted under this Agreement, Order Form, and the Applicable Law;

2.3.b. be solely responsible and liable for Customer's conduct and the conduct of its own Users, including but not limited to compliance with this Agreement, Acceptable Use Policy, Order Form, the Applicable Laws, third-party intellectual property rights, and handling of its own Customer Data;

2.3.c. FWS reserves the right to immediately suspend or terminate Customer's account, and refuse any or all current or future use of the Services by Customer for any breach of the foregoing.

2.4. Removal of Content. If Customer receives notice that Content must be removed, modified, and/or disabled to avoid violating Applicable Law or third-party rights, Customer will promptly do so. If Customer does not take required action, or if in FWS's judgment continued violation is likely to reoccur, FWS may disable the applicable Content and/or Service. If requested by FWS, Customer shall confirm such deletion and discontinuance of use in writing and FWS shall be authorized to provide a copy of such confirmation to any such third-party claimant or governmental authority, as applicable. In addition, if FWS is required by any third-party rights holder to remove Content or receives information that Content provided to Customer may violate Applicable Law or third-party rights, FWS may discontinue Customer's access to Content through the Services. FWS may remove Content from the Services at any time in its sole discretion.

2.5. Monitoring for Compliance. FWS may, but shall have no obligation to, review or monitor Customer's use of the Services for compliance with the terms of this Agreement.

2.6. Changes to the Service. From time to time during the Subscription Term, FWS may make updates to any of the Services, including by modifying or removing one or more of the features or functions of the Services. FWS shall make such updates to the Services available to Customer at the same time that any such updates are made generally available to other customers of the Services. If (a) FWS removes generally available functionality without providing substantially comparable successor functionality at no additional charge to Customer, (b) the removal of such functionality has a material and adverse effect on Customer's use of the Services, and (c) an officer of Customer certifies in writing to FWS that the removal of such functionality has a material and adverse impact on Customer's use of the Services and the successor functionality, if any, does not address such impact, then FWS may elect to (i) provide the Services to Customer without such removal, or (ii) provide Customer with 120 days for Customer to elect in writing whether to (1) terminate the affected Service prior to the end of the Subscription Term without any liability to Customer as a result of such termination other than to pay FWS for the Service provided prior to the effective date of termination, or (2) accept the removal despite the impact to Customer.

2.7. New Services. FWS may introduce new products and services to complement Our existing Services. If such new services are not included in Customer's existing Subscription, FWS reserves the right and sole discretion to decide whether or not the new services will be made available to Customer, whether or not such new services will be made available as part of Customer's existing Subscription, and whether or not the availability of such new services shall be subject to payment of an additional charge. Customer may, at Customer's sole discretion, choose to provide comments or feedback to FWS. FWS may, but shall have no obligation to, use the comments or feedback to improve Service(s) offered by FWS.

2.8. Third-Party Terms and Policies. Customer understands and agrees that the Services provide the Customer a method to interact with Third-Party AI Tools, and that FWS is not liable or responsible for the use of Customer Data by the applicable Third-Party AI Tool(s), and/or Customer Outputs provided by the Third-Party AI Tool(s). Customer has read and understood all policies (including but not limited to privacy policy) of the applicable Third-Party AI Tool(s). A list of all Third-Party AI Tools and their applicable terms is available at https://ai.botatwork.com/legal/third-party, as updated by FWS from time to time in its sole discretion. Customer shall regularly review the page linked above for any changes in the list of Third-Party AI Tools. Customer shall be solely liable and responsible for regularly reviewing the policies of all applicable Third-Party AI Tools.

2.9. Notice for this Section. For the purpose of this Section 2, notices required by this Section may be shown in the user interface of the Website, or sent to the contact information provided by Customer.

3. FEES AND PAYMENTS

3.1. Fees. Customer will pay all fees specified in Order Forms. Except as otherwise specified herein or in an Order Form, (i) payment obligations are non-cancelable and fees paid are non-refundable, and (ii) quantities purchased cannot be decreased during the relevant subscription term. FWS may, at its sole discretion, offer personalized support, customized tools, or other custom/non-standard work subject to the payment of additional charges. Unless specified otherwise, such additional charges are not included in the fees specified in Order Forms. Customer shall be liable to pay such additional charges as may be specified by FWS prior to providing such personalized support, customized tools, or other custom/non-standard work.

3.2. Changes in Fees. FWS may change the fees charged for the Services at any time, provided that, for Services billed on a subscription basis, the change will become effective only at the end of the then-current billing cycle of Customer's subscription. FWS will provide Customer with reasonable prior written notice of any change in fees to give Customer an opportunity to cancel Customer's subscription before the price change becomes effective.

3.3. Invoicing and Payment. Unless explicitly specified otherwise in an Order Form or unless the subscription is cancelled by the Customer, subscriptions will be renewed automatically, and all fees will be deducted from the specified payment method automatically. Customer agrees to provide FWS with valid and updated credit card information, or with a valid purchase order or alternative document reasonably acceptable to FWS. If Customer provides credit card information to FWS, unless specified otherwise in an Order Form, Customer authorizes FWS to charge such credit card for all Services listed in the Order Form for the initial subscription term and any renewal subscription term(s) as set forth in Section 9.2 below. Such charges shall be made in advance, either annually or in accordance with any different billing frequency stated in the applicable Order Form. If the Order Form specifies that payment will be by a method other than a credit card, FWS will invoice Customer in advance and otherwise in accordance with the relevant Order Form. Unless otherwise stated in the Order Form, invoiced fees must be paid by Customer to FWS within fifteen (15) days of the invoice date. Customer is responsible for providing complete and accurate billing and contact information to FWS and notifying FWS of any changes to such information.

3.4. Overdue Charges. If any invoiced amount is not received by FWS by the due date, then without limiting FWS's rights or remedies, (a) those charges may accrue late interest at the rate of 1.5% of the outstanding balance per month, or the maximum rate permitted by law, whichever is lower, and/or (b) FWS may condition future subscription renewals and Order Forms on payment terms shorter than those specified in the "Invoicing and Payment" section above.

3.5. Chargeback. Initiating a chargeback for any fees or payment made to or deducted by FWS shall constitute a breach of this Agreement. FWS reserves the right to: (a) disable or delete Customer's account(s) and all associated data, (b) revoke Customer's licenses, (c) refuse to provide Services in future, (d) charge late interest at the rate of 1.5% of the amount per month, or the maximum rate permitted by law, whichever is lower, (e) condition future subscription renewals and Order Forms on payment terms shorter than those specified in Section 3.3 above, and/or (f) initiate appropriate legal action against Customer for violation of this Section 3.5.

3.6. Suspension of Service. If any charge owing by Customer under this Agreement for Services is 10 days or more overdue, FWS may, without limiting its other rights and remedies, suspend Services until such amounts are paid in full, provided that, other than for customers paying by credit card or direct debit whose payment has been declined, FWS will give Customer at least 10 days' prior notice that its account is overdue, in accordance with Section 11.13 below for billing notices, before suspending services to Customer.

3.7. Reactivation Charges. Any account that has been terminated, suspended or any subscription that has been cancelled under the terms of this Agreement, may be reactivated by the Customer and FWS on mutually agreeable terms upon payment of such charges and fees as may be determined by FWS in its sole discretion.

3.8. Payment Disputes. If Customer disputes the applicable charges in good faith on a reasonable ground, and cooperates diligently to resolve the dispute, FWS will not exercise its rights under Sections 3.4, 3.5, or 3.6 for up to 30 days or such additional period as agreed by FWS in writing.

3.9. Taxes. FWS's fees do not include any Taxes. Customer is responsible for paying all Taxes associated with its purchases hereunder. If FWS has the legal obligation to pay or collect Taxes for which Customer is responsible, FWS will invoice Customer and Customer will pay that amount unless Customer provides FWS with a valid tax exemption certificate authorized by the appropriate taxing authority. For clarity, FWS is solely responsible for taxes assessable against it based on its income, property, and employees.

4. INTELLECTUAL PROPERTY RIGHTS AND LICENSES

4.1. Reservation of Rights. Subject to the limited rights expressly granted hereunder, FWS, its Affiliates, its licensors and service providers reserve all of their rights, titles, and interests in and to the Services, Content, logos, templates, tutorials, samples, and other materials created by them, including all of their related intellectual property rights. FWS owns all rights, titles, and interests in and to FWS's registered and unregistered, domestic and foreign trademarks, service marks, trademark applications, service mark applications, trade names, patents, patent applications, copyrights, copyright applications, discoveries, know-how and trade secrets of and relating to the Services, including any and all templates created by FWS. Except as explicitly permitted under this Agreement, no one may copy, reproduce, transmit, post, distribute or create derivative works from the Services without express, prior written authorization from FWS. No rights are granted to Customer or its Users hereunder other than as expressly set forth herein.

4.2. Access to and Use of Content. Customer has the right to access and use applicable Content subject to the terms of this Agreement.

4.3. License by Customer to FWS. Customer grants FWS the license and permission to provide Customer Inputs to Third-Party AI Tools as necessary for the Customer to use the Service, and/or for FWS to provide the Service or comply with its obligations under this Agreement. Subject to the limited licenses granted herein, FWS acquires no right, title, or interest from Customer or its licensors under this Agreement in or to any Customer Data. Notwithstanding anything to the contrary, FWS may use data as described in the Privacy Policy.

4.4. License by Customer to Use Feedback. FWS may occasionally request feedback from Customer regarding Customer's use of the Service. Customer grants to FWS, its Affiliates, assignees, subsidiaries, and successors a worldwide, perpetual, irrevocable, and royalty-free license to use and incorporate into its products and services any suggestion, enhancement request, recommendation, correction or other feedback provided by Customer or Users relating to the operation of FWS's or its Affiliates' services without any obligations to Customer and/or its Users, including but not limited to acknowledgement, limitation, or notice of any kind.

4.5. Customers Retain Ownership of Customer Data. Customer owns all rights, titles and interests in its own intellectual property including: (i) its trademarks, (ii) Customer Inputs, and (iii) Customer Outputs.

4.6. Federal Government End Use Provisions. FWS provides the Services, including related software and technology, for ultimate federal government end use in accordance with the following: The Services consist of "commercial items," as defined at FAR 2.101. In accordance with FAR 12.211-12.212 and DFARS 227.7102-4 and 227.7202-4, as applicable, the rights of the U.S. Government to use, modify, reproduce, release, perform, display, or disclose commercial computer software, commercial computer software documentation, and technical data furnished in connection with the Services shall be as provided in this Agreement, except that, for U.S. Department of Defense Customers, technical data customarily provided to the public is furnished in accordance with DFARS 252.227-7015. If a government agency needs additional rights, it must negotiate a mutually acceptable written addendum to this Agreement specifically granting those rights.

5. CONFIDENTIALITY

5.1. Protection of Confidential Information. As between the parties, each party retains all ownership rights in and to its Confidential Information. The Receiving Party will (i) use the same degree of care that it uses to protect the confidentiality of its own confidential information of like kind, but in no event less than a reasonable degree of care (ii) not use any Confidential Information of the Disclosing Party for any purpose outside the scope of this Agreement and (iii) except as otherwise authorized by the Disclosing Party in writing, limit access to Confidential Information of the Disclosing Party to those of its and its Affiliates' Representatives who need that access for purposes consistent with this Agreement and who have signed confidentiality agreements with the Receiving Party containing protections not materially less protective of the Confidential Information than those herein. Neither party will disclose the terms of this Agreement or any Order Form to any third party other than its Affiliates, legal counsels and accountants without the other party's prior written consent, provided that a party that makes any such disclosure to its Affiliate, legal counsels, or accountants will remain responsible for such Affiliate's, legal counsel's, or accountant's compliance with this Section 5. Notwithstanding the foregoing, FWS may disclose: (a) the terms of this Agreement and any applicable Order Form to a subcontractor or FWS Affiliate to the extent necessary to perform FWS's obligations under this Agreement, under terms of confidentiality materially as protective as set forth herein; (b) Customer Inputs and/or Customer Outputs to its service providers (including but not limited to providers of Third-Party AI Tools); and/or (c) otherwise in accordance with Section 4.3 above.

5.2. Compelled Disclosure. The Receiving Party may disclose Confidential Information of the Disclosing Party to the extent compelled by law to do so, including but not limited to obligations under a local, state or federal law, provided that the Receiving Party gives: (a) prior notice of the compelled disclosure to the Disclosing Party (to the extent legally permitted); and (b) reasonable assistance, at the Disclosing Party's cost, if the Disclosing Party wishes to contest the disclosure. If the Receiving Party is compelled by law or a legal proceeding to disclose the Disclosing Party's Confidential Information, and the Disclosing Party is not contesting the disclosure, the Disclosing Party will reimburse the Receiving Party for its reasonable cost of compiling and providing secure access to that Confidential Information.

6. REPRESENTATIONS AND WARRANTIES

6.1. Representations. Each party represents that it has (i) no legal or contractual obligations that prevent it from entering into this Agreement; and (ii) the legal power to do so. Each individual executing this Agreement on behalf of a party hereby represents and warrants that it is authorized to do so on behalf of such party.

6.2. FWS Warranties. FWS warrants that during an applicable Subscription Term, subject to Section 2.6 above, FWS will not materially decrease the overall functionality of the Services. For any breach of the warranty above, Customer's exclusive remedies are those described in Sections 1.1 and 9.6 below.

7. INDEMNIFICATION

7.1. Claims Brought Against Customer.

7.1.a. FWS will defend Customer against claims brought against Customer by any third party alleging that the Service infringes or misappropriates a patent claim, copyright, or trade secret right. FWS will pay Customer against all damages finally awarded against Customer (or the amount of any settlement FWS enters into) with respect to these claims.

7.1.b. FWS's obligations under this Section 7.1 will not apply if Customer breaches or violates this Agreement (including the Order Form and Policies) or is not current on its payment obligations or if the claim is based on; (i) use of Service(s) provided for no fee; (ii) Customer Inputs; (iii) Customer Outputs; (iv) modification of any Service by Customer; or (v) use of a superseded or altered release of any of the Services if such infringement would have been avoided by the use of a then-current release of the Services as applicable, and if such then-current release has been made available to the Customer. For clarification, FWS will not be liable or responsible for indemnifying Customer or any third party for any responses generated or provided by a Third-Party AI Tool, regardless of whether such response was provided to Customer on or through the Website or Service.

7.1.c. In the event a claim is made or likely to be made, FWS may: (i) procure for Customer the right to continue using the Service under the terms of the Agreement; or (ii) replace or modify the Service to be non-infringing without a material decrease in functionality; or (iii) terminate Customer's subscription to the affected Services upon written notice to the other party.

7.2. Claims Brought Against FWS. Customer will defend FWS against claims brought against FWS, its Affiliates, and/or their respective Representatives, by any third party related to or arising from Customer Data, use of Service(s) by Customer, or any breach of this Agreement (including the Order Form and Policies) by Customer. Customer will pay FWS against all damages finally awarded against FWS and its Affiliates and subcontractors (or the amount of any settlement Customer enters into) with respect to these claims.

7.3. Third Party Claim Procedure.

7.3.a. The party against whom a third party claim is brought will notify the other party in a timely manner in writing of any claim, reasonably cooperate in the defense and may appear (at its own expense) through counsel reasonably acceptable to the party providing the defense.

7.3.b. The party that is obligated to defend a claim will have the right to fully control the defense.

7.3.c. Any settlement of a claim will not include a financial or specific performance obligation on, or admission of liability by, the party against whom the claim is brought.

7.4. Exclusive Remedy. This Section 7 states the indemnifying party's sole liability to, and the indemnified party's exclusive remedy against, the other party for any third-party claim described in this Section 7.

8. WARRANTY DISCLAIMERS AND LIMITATION OF LIABILITY

8.1. Warranty Disclaimers. EXCEPT AS EXPRESSLY REPRESENTED OR WARRANTED IN SECTION 6, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE SERVICES, AND THE DOCUMENTATION, PERFORMED OR PROVIDED BY FWS ARE PROVIDED "AS IS" AND FWS, ITS AFFILIATES, AND THEIR RESPECTIVE LICENSORS AND SUPPLIERS DISCLAIM ANY AND ALL OTHER PROMISES, REPRESENTATIONS AND WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, QUIET ENJOYMENT, SYSTEM INTEGRATION AND/OR DATA ACCURACY. FWS, ON BEHALF OF ITSELF, ITS AFFILIATES, AND THEIR RESPECTIVE LICENSORS AND SUPPLIERS, DOES NOT WARRANT THAT THE SERVICES PROVIDED BY FWS WILL MEET CUSTOMER'S REQUIREMENTS OR THAT THE OPERATION OF THE SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE, OR THAT ALL ERRORS WILL BE CORRECTED. THE PARTIES ACKNOWLEDGE AND AGREE THAT FWS IS NOT OBLIGATED TO OBTAIN ANY REGULATORY APPROVALS THAT MAY BE NECESSARY UNDER THE AGREEMENT.

8.2. Limitation of Liability. IN NO EVENT SHALL THE AGGREGATE LIABILITY OF FWS TOGETHER WITH ALL OF ITS AFFILIATES AND THEIR RESPECTIVE REPRESENTATIVES ARISING OUT OF OR RELATED TO THIS AGREEMENT, AND ALL AGREEMENTS AND ORDER FORMS EXECUTED UNDER THIS AGREEMENT OR AS A PART OF THIS AGREEMENT, EXCEED THE TOTAL AMOUNT PAID OR PAYABLE BY CUSTOMER HEREUNDER FOR THE SERVICES GIVING RISE TO THE LIABILITY, FOR AND WITHIN THE PERIOD OF TWELVE MONTHS IMMEDIATELY PRECEDING THE FIRST INCIDENT OUT OF WHICH THE LIABILITY AROSE OR $5000, WHICHEVER IS LOWER. THE FOREGOING LIMITATION WILL APPLY WHETHER AN ACTION IS IN CONTRACT OR TORT AND REGARDLESS OF THE THEORY OF LIABILITY BUT WILL NOT LIMIT CUSTOMER'S PAYMENT OBLIGATIONS UNDER SECTION 3 ABOVE. FWS'S LIABILITY FOR DAMAGES UNDER THIS AGREEMENT IS LIMITED TO DIRECT MONETARY DAMAGES. IN NO EVENT WILL FWS BE LIABLE FOR PROVIDING SUBSTITUTE SERVICES.

8.3. Exclusion of Consequential and Related Damages. IN NO EVENT SHALL FWS, ITS AFFILIATES, OR THEIR RESPECTIVE REPRESENTATIVES, VENDORS OR SUPPLIERS BE LIABLE UNDER CONTRACT, TORT, STRICT LIABILITY, NEGLIGENCE, OR ANY OTHER LEGAL THEORY WITH RESPECT TO THE SERVICES (OR ANY CONTENT OR INFORMATION AVAILABLE THROUGH THE SERVICES): (1) FOR ANY LOST PROFITS, REVENUES, DATA, GOODWILL, OR INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, COVER, BUSINESS INTERRUPTION OR PUNITIVE DAMAGES, (2) FOR AN INABILITY TO USE THE SERVICE, OR (3) FOR ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE (REGARDLESS OF THE SOURCE OF ORIGINATION), EVEN IF FWS OR ITS AFFILIATES HAVE BEEN ADVISED OF THE POSSIBILITY OF THE ABOVE OR IF FWS'S OR ITS AFFILIATES' REMEDY OTHERWISE FAILS IN ITS ESSENTIAL PURPOSE. THE FOREGOING LIMITATIONS SHALL NOT APPLY TO THE EXTENT PROHIBITED BY APPLICABLE LAW.

8.4. Essential Basis. CUSTOMER ACKNOWLEDGES THAT FWS HAS SET ITS PRICES AND ENTERED INTO THIS AGREEMENT IN RELIANCE ON THE DISCLAIMERS OF WARRANTIES AND LIMITATION OF LIABILITY AND THE SAME FORM AN ESSENTIAL BASIS FOR THE BARGAIN BETWEEN THE PARTIES.

9. TERM AND TERMINATION

9.1. Term of Agreement. This Agreement commences on the date Customer first accepts it and continues until all subscriptions hereunder have expired or have been terminated. Unless specified otherwise in the Order Form, subscriptions purchased renew automatically until the subscription is cancelled by the Customer or this Agreement is terminated by either party.

9.2. Term of Purchased Subscriptions. The term of each subscription shall be as specified in the applicable Order Form. Except as otherwise specified in an Order Form, subscriptions will automatically renew for additional periods equal to the expiring subscription term or one year (whichever is shorter), unless either party terminates this Agreement and/or the subscription or Service purchased under this Agreement in accordance with Sections 9.3, 1.1 or 9.5 below. The per-unit pricing during any renewal term may be increased by FWS at its sole discretion by up to 7% above the applicable pricing in the prior term without advance notice. If the per-unit pricing is increased by FWS by more than 7% above the applicable pricing in the prior term, FWS shall provide Customer notice of the different pricing at least sixty (60) days prior to the applicable renewal term. Except as expressly provided in the applicable Order Form, promotional or one-time priced subscriptions shall not be renewed at the promotional or one-time price, but shall instead be renewed at FWS's applicable list price in effect at the time of the renewal. Notwithstanding anything to the contrary, any renewal in which subscription volume for any Services has decreased from the prior term will result in repricing at renewal without regard to the prior term's per-unit pricing.

9.3. Cancellation of Renewal. Customer or FWS may elect not to ren any subscription by providing a written notice of cancellation of renewal to the other party at least thirty (30) days prior to the date of renewal of the subscription. Upon any such cancellation of renewal of a subscription under this Agreement, Customer shall be entitled to continue using Service(s) as per Customer's subscription until the end of the current term of subscription. Customer shall be liable to pay to FWS any unpaid fees, dues, or amounts. In no circumstance shall FWS be liable to provide any refund to Customer for cancellation of renewal by either party.

9.4. Termination by Customer. Customer may terminate this Agreement for cause: (a) upon thirty (30) days' written notice to FWS of a material breach of this Agreement by FWS if such breach remains uncured at the expiration of such period; or (b) immediately upon sending a written notice if FWS becomes the subject of a petition in bankruptcy or any other proceeding relating to insolvency, receivership, liquidation, or assignment for the benefit of creditors. For the purpose of this Section 1.1, written notice must be sent to support@botatwork.com with the subject line "Notice of Termination of Agreement".

9.5. Termination by FWS. FWS may terminate this Agreement and/or subscription(s) or Service(s) purchased under this Agreement for cause: (a) upon thirty (30) days written notice to Customer of a breach of this Agreement by Customer if such breach remains uncured at the expiration of such period; or (b) immediately upon sending a written notice if Customer becomes the subject of a petition in bankruptcy or any other proceeding relating to insolvency, receivership, liquidation, or assignment for the benefit of creditors; or (c) immediately and without notice for failure to make timely payment; or (d) upon 30 days written notice to Customer without assigning any reason.

9.6. Refund or Payment upon Termination. If this Agreement is terminated by Customer or FWS in accordance with Section 1.1(a) or (b), or Section 9.5 (d), then FWS shall refund to Customer any prepaid fees covering the remainder of the term of all Order Forms after the effective date of termination on a pro-rated basis. In no circumstance shall FWS be liable to refund any amount to Customer for termination of this Agreement or any Service by Customer except if such termination has been done by Customer or FWS in accordance with Section 1.1(a) or (b), or Section 9.5 (d). Upon termination of this Agreement by either party, Customer shall pay to FWS any unpaid fees, dues, or amounts for Service(s) that have been provided by FWS prior to the effective date of termination of the Agreement or Service, regardless of whether such Service(s) were used by Customer, regardless of which party terminated the Agreement or Service, and regardless of the reason for termination of the Agreement or Service.

9.7. Surviving Provisions. Sections 1.1, 2, 3, 4.3, 4.5, 5, 6.1, 7, 8, 0, 9.6, 9.7, 10, 11, and any other provisions of this Agreement that by their nature are intended to survive termination or expiration, will survive any termination or expiration of this Agreement.

10. DISPUTE RESOLUTION

10.1. Good Faith Consultation. The Parties agree that they will attempt to resolve through good faith consultation, any dispute or difference in respect of, concerning, or connected with, the interpretation of this Agreement or performance of obligations under this Agreement, or otherwise arising out of this Agreement. The Parties agree that such good faith consultation will begin promptly after either Party has delivered a written request for such consultation to the other Party.

10.2. Arbitration. In the event that the Parties are not able to resolve a dispute within thirty (30) days in accordance with the mechanism provided above, the dispute shall be resolved pursuant to arbitration as stated in this Section. Any controversy or claim arising out of or relating to this contract, or the breach thereof, shall be settled by arbitration administered by the American Arbitration Association in accordance with its Commercial Arbitration Rules and judgment on the award rendered by the arbitrator(s) may be entered in any court having jurisdiction thereof. Claims shall be heard by a single arbitrator. The arbitration shall be governed by the laws of the State of New Jersey in the United States of America. The arbitration will be based on the submission of documents and there shall be no in-person or oral hearing. The arbitrators may determine how the costs and expenses of the arbitration shall be allocated between the parties, but they shall not award attorneys' fees. The parties agree that failure or refusal of a party to pay its required share of the deposits for arbitrator compensation or administrative charges shall constitute a waiver by that party to present evidence or cross-examine witness. In such event, the other party shall be required to present evidence and legal argument as the arbitrator(s) may require for the making of an award. Such waiver shall not allow for a default judgment against the non-paying party in the absence of evidence presented as provided for above.

10.3. Choice of Law / Choice of Forum. This Agreement shall be governed by and construed in accordance with the laws of New Jersey in the United States of America, without regard to its own or other conflict of law principles. Any disputes related to this Agreement, including but not limited to the applicability of the Arbitration clause above, must be resolved in the court of appropriate jurisdiction in Princeton, New Jersey, only. Each party agrees to the exclusive jurisdiction of the applicable courts above.

11. GENERAL PROVISIONS

11.1. Export Compliance. The Services, Content, other FWS technology, and derivatives thereof may be subject to export laws and regulations of the United States and other jurisdictions. FWS and Customer each represents that it is not named on any U.S. government denied-party list. Customer will not permit any User to access or use any Service or Content in a U.S.-embargoed country or region (currently Cuba, Iran, North Korea, Sudan, Syria, Donetsk People's Republic, Luhansk People's Republic or Crimea) or in violation of any U.S. export law or regulation.

11.2. Anti-Corruption. Neither party has received or been offered any illegal or improper bribe, kickback, payment, gift, or thing of value from an employee or agent of the other party in connection with this Agreement. Reasonable gifts and entertainment provided in the ordinary course of business do not violate the above restriction.

11.3. Entire Agreement and Order of Precedence. This Agreement is the entire agreement between FWS and Customer regarding Customer's use of Services and Content and supersedes all prior and contemporaneous agreements, proposals, or representations, written or oral, concerning its subject matter. The parties agree that any term or condition stated in a Customer purchase order or in any other Customer order documentation (excluding Order Forms) is void. In the event of any conflict or inconsistency among the following documents, the order of precedence shall be: (1) the applicable Order Form; (2) this Agreement; and (3) the Documentation. Titles and headings of sections of this Agreement are for convenience only and shall not affect the construction of any provision of this Agreement.

11.4. Relationship of the Parties. The parties are independent contractors. This Agreement does not create a partnership, franchise, joint venture, agency, fiduciary or employment relationship between the parties. Each party will be solely responsible for payment of all compensation owed to its Representatives, as well as all employment-related Taxes.

11.5. Third-Party Beneficiaries. There are no third-party beneficiaries under this Agreement. For clarification, Customer's Users are not third-party beneficiaries.

11.6. Waiver. No failure or delay by either party in exercising any right under this Agreement will constitute a waiver of that right.

11.7. Force Majeure. Except with respect to payment obligations under this Agreement, if a Party is prevented or delayed in performance of its obligations under this Agreement as a result of the occurrence of a Force Majeure Event, such failure or delay will not be deemed to constitute a material breach of the Agreement, but such obligation will remain in full force and effect, and will be performed or satisfied as soon as reasonably practicable after the termination of the relevant circumstances causing such failure or delay, provided that if such Party is prevented or delayed from performing for more than ninety (90) days, the other Party may terminate the Agreement upon thirty (30) days' written notice.

11.8. Severability. If any provision of this Agreement is held by a court of competent jurisdiction to be contrary to law, the provision will be deemed null and void, and the remaining provisions of this Agreement will remain in effect.

11.9. Modifications of this Agreement. This Agreement may be modified by FWS from time to time. If We do this, we will post the modified Terms on this page and will indicate the date these Terms were last updated ("Modification Date"). FWS will notify Customer of the modifications to this Agreement through the website's user interface and/or in an email notification. The unmodified Agreement shall continue to apply to Customer's then-current Subscription Term unless Customer executes, or explicitly consents to, the modified Agreement. The modified Agreement shall come into effect on the date of renewal of Customer's subscription, or on the date of execution of an Order Form if an Order Form is executed by the Customer after the Modification Date, whichever comes first.

11.10. Modification of Policies. Each of the Privacy Policy and the Acceptable Use Policy (each, a "Policy") may be modified by FWS from time to time. If We do this, We will post the modified Policy at its respective page, and will indicate the date on which the Policy was last updated. Any such modifications will become effective no earlier than fourteen (14) days after they are posted, except that modifications required to provide new features without negatively affective Customer's rights, modifications made to correct typographical errors, modifications made to comply with the terms or policies of applicable Third-Party AI Tools or modifications made to comply with legal obligations including but not limited to FWS's or Customer's obligations under an Applicable Law will be effective immediately. FWS will notify Customer of modifications to the Policies through the Website user interface or in an email notification. Customer understands and agrees that Customer's continued access, or use of the Services shall be deemed to be Customer's acceptance of all modifications to the Policies.

11.11. Assignment. Neither party may assign any of its rights or obligations hereunder, whether by operation of law or otherwise, without the other party's prior written consent (not to be unreasonably withheld); provided, however, FWS may assign this in its entirety (including all Order Forms), without Customer's consent to FWS's Affiliate or in connection with a merger, acquisition, corporate reorganization, stock sale or sale of all or substantially all of the assets to which this Agreement applies. Notwithstanding the foregoing, if a party is acquired by, sells substantially all of its assets to, or undergoes a change of control in favor of, a direct competitor of the other party, then such other party may terminate this Agreement upon written notice. In the event of such a termination, FWS will refund Customer any prepaid fees covering the remainder of the term of all subscriptions for the period after the effective date of such termination. Subject to the foregoing, this Agreement will bind and inure to the benefit of the parties, their respective successors, and permitted assigns.

11.12. Recovery. In the event FWS must initiate mediation, arbitration, litigation, or otherwise become a party to any other action at law or other proceeding against the Customer or related to Customer to enforce any of the terms of this Agreement, or by reason of any breach or default, FWS shall in any such action or proceeding be entitled to recover from Customer all costs and reasonable attorneys' fees it incurred.

11.13. Manner of Giving Notice. Except as otherwise specified in this Agreement, all notices related to this Agreement will be in writing and will be effective upon (a) personal delivery to the party or to an executive officer of the party to whom the same is directed, (b) the second business day after mailing if sent by registered or certified mail, postage and charges prepaid, addressed to the party's address provided in the Order Form, or (c) except for notices of termination or an indemnifiable claim ("Legal Notices"), which shall clearly be identifiable as Legal Notices, the day of sending by email if sent without receipt of any delivery failure notice. Billing-related notices to Customer will be addressed to the relevant billing contact designated by Customer and all other notices to Customer will be addressed to the relevant Services system administrator designated by Customer. Unless stated otherwise in the response, any written, electronic or in paper, response to the applicable notice shall be deemed a waiver of any dispute relating to the adequacy of such notice. Complete details such as FWS entity entering into this Agreement, the address to which Customer should direct notices under this Agreement, are as follows: Flatworld Solutions Inc., a New Jersey corporation, 116 Village Boulevard, Suite 200, Princeton, New Jersey, 08540, United States of America.

11.14. No Agency. For the avoidance of doubt, FWS is entering into this Agreement as principal and not as agent for any other company. Subject to any permitted Assignment under the "Assignment" section above, the obligations owed by FWS under this Agreement shall be owed to Customer solely by FWS and the obligations owed by Customer under this Agreement shall be owed solely to FWS.