Past Merchant Terms and Conditions

For a latest version of our Policy, click here.

Effective: July 8, 2021 - November 24, 2021

These Bbot Merchant Terms and Conditions (the “Terms”) are entered into between Bbot, Inc. (“Bbot”) and you by (i) your signing or entering into a separate proposal, order form or other agreement for the Service (as defined below) with Bbot (a “Bbot Order Form”), (ii) signing or entering into a separate proposal, order form or other agreement for the Service with a third-party partner of Bbot (“Bbot Partner”) that incorporates these Terms by reference (a “Partner Order Form”), or (iii) otherwise accessing or using the Service as a merchant. If you are entering into these Terms on behalf of a company, business or other legal entity, you represent that you have the authority to bind such entity and its affiliates to these Terms, in which case the terms “you”, “your” and “Customer” shall refer to such entity and its affiliates. If you do not have such authority, or if you do not agree with these Terms, you must not accept these Terms and may not use the Service. These Terms contain, among other things, warranty disclaimers, liability limitations and use limitations, and are part of the Bbot Order Form or Partner Order Form (each, an “Order Form”), as applicable, entered into by you (collectively, this “Agreement”). If you did not enter into an Order Form, then references to this “Agreement” mean these Terms. There shall be no force or effect to any different terms of any related purchase order or similar form even if signed by the parties after the date hereof. If you entered into a Partner Agreement, you agree that Bbot is an express intended third party beneficiary of such Partner Agreement and may enforce these Terms against you as if Bbot were an original signatory to such Partner Agreement.

Monthly Subscribers: If Customer is on a monthly subscription plan, Bbot may change these Terms from time to time by providing thirty (30) days prior notice either by emailing the email address associated with Customer’s account or by posting a notice on the Site (as defined below). Customer can review the most recent current version of the Terms at any time at www.bbot.menu/terms. The revised Terms will become effective thirty (30) days after Bbot posts or sends Customer notice of such changes, and if Customer uses the Service after that date, such use will constitute acceptance of the revised Terms. If any change to the Terms is not acceptable, Customer’s only remedy is to stop using the Services and send a cancellation email to support@bbot.menu.

Other Subscribers: If Customer is on a subscription plan with a term that exceeds one month, any changes to these Terms will become effective as of the first day of Customer’s next renewal period.

Unless otherwise agreed to in writing by both parties, Bbot’s Universal Service Level Agreement, and the terms and conditions contained therein, is hereby incorporated by reference.

1. SaaS Services

1.1 The “Service” means the online ordering and/or delivery service provided by Bbot, and includes (a) the Bbot services described on the applicable Order Form, including any Bbot implementation, information, communication, or marketing services, and (b) all software that may be made available by Bbot in connection with the Service (the “Software”), and any data, reports, text, images, sounds, video, and content made available through any of the foregoing (collectively the “Content”). Any new features added to or augmenting the Service are also subject to this Agreement. The Service is provided on a subscription basis for a set term designated in the Order Form (each a “Subscription Term”). Customer shall purchase and Bbot shall provide the Service specified in the applicable Order Form pursuant to this Agreement.

1.2 From time to time, Bbot may make available additional services. Customer’s participation in additional services is voluntary, and separate pricing will be set forth and agreed-upon for services outside the scope of the Order Form. For purposes of this Agreement, any such additional services shall be considered “Services.”

1.3 By using Bbot’s smart ordering Service, Customer understands and expressly acknowledges that Customer retains ultimate responsibility of the Customer’s end user (“End User”) experience. These responsibilities include but are not limited to confirming End User’s eligibility to purchase a product, especially in the case of beverages containing alcohol, and handling end user complaints. In no circumstance will Customer refer any End Users to Bbot for any issues related to End User’s experience with Customer. Customer will not configure the Service to collect any sensitive data (e.g., social security numbers, driver’s license numbers, personal bank account numbers, passport or visa numbers, etc.) or any other data that Bbot may prohibit from time to time.

1.4 As part of the registration process, Customer may be required to create an account with Bbot (“Account”), in which case Customer will identify an administrative user name and password for the Account. Customer is responsible for maintaining the confidentiality of its login, password and account for all activities that occur under its Account, including but not limited to any monetary implications or charges associated with loss of access controls to its Account or Customer’s own negligence or violation of these Terms. Bbot reserves the right to access Customer’s Account in order to respond to its requests for technical support. Customer agrees to (a) immediately notify Bbot of any unauthorized use of Customer’s password or account or any other breach of security, and (b) ensure that Customer exits from its account at the end of each session when accessing the Service. Bbot will not be liable for any loss or damage arising from Customer’s failure to comply with this Section. Customer is expressly prohibited from sharing its login, password, and/or Account with any other person or third party, including but not limited to via a group email account.

2. Restrictions and Responsibilities

2.1 Customer will not, directly or indirectly: (a) reverse engineer, decompile, disassemble or otherwise attempt to discover the source code, object code or underlying structure, ideas, know-how or algorithms relevant to the Services or any Software; (b) modify, translate, hack or create derivative works based on the Services or any Software; (c) sublicense, resell, rent, lease, transfer, assign or otherwise use the Services or any Software for timesharing or service bureau purposes or otherwise for the benefit of a third party (other than End Users as intended through the Service); (d) remove any proprietary notices or labels; or (e) use the Service outside the scope expressly permitted herein, in any unlawful manner, (including without limitation in violation of any export control, data, or privacy laws (including the General Data Protection Regulation, the California Consumer Protection Act (“CCPA”), CAN-SPAM Act, and similar data protection privacy, and marketing laws (collectively, “Privacy Laws”) or in any manner that interferes with or disrupts the integrity or performance of the Service or its components. Customer will only communicate with an End User only in accordance with applicable Privacy Laws and the End User’s preferences, as recorded in the Services. Customer will not communicate with an End User that has opted-out of such communications. Customer agrees to reference the preferences recorded in the Services before communicating with an End User. Bbot is not responsible for any communications sent by Customer.

2.2 Subject to this Agreement, to the extent Bbot permits Customer to download or install any APIs or other Software, Bbot hereby grants Customer a non-exclusive, non-transferable, non-sublicensable license to use such Software (in object code format) during the Term only in connection with the Services.

2.3 Further, Customer may not remove or export from the United States or allow the export or re-export of the Services, Software or anything related thereto, or any direct product thereof in violation of any restrictions, laws or regulations of the United States Department of Commerce, the United States Department of Treasury Office of Foreign Assets Control, or any other United States or foreign agency or authority.

2.4 Customer represents, covenants, and warrants that Customer will use the Services only in compliance with Bbot’s standard published policies then in effect and all applicable laws and regulations, and Customer shall promptly notify Bbot if Customer learns of a security breach related to the Service. Customer is solely responsible for all data, information, feedback, suggestions, text, content and other materials that Customer uploads, posts, delivers, provides or otherwise transmits or stores (hereafter “post(ing)”) in connection with or relating to the Service (“Customer Content”). By posting Customer Content on or through the Service, Customer hereby does and shall grant Company a worldwide, non-exclusive, perpetual, irrevocable, royalty-free, fully paid, sublicensable and transferable license to use, modify, reproduce, distribute, display, publish and perform Customer Content in connection with the Service or the marketing thereof. Bbot has the right, but not the obligation, to monitor the Service, Content, or Customer Content. Customer further agrees that Bbot may remove or disable any Content at any time for any reason (including, but not limited to, upon receipt of claims or allegations from third parties or authorities relating to such Content), or for no reason at all.

2.5 Customer shall be responsible for obtaining and maintaining any equipment and ancillary services needed to connect to, access or otherwise use the Services, including, without limitation, modems, hardware, servers, software, operating systems, networking, web servers and the like (collectively, “Equipment”). In some cases, Customer may have the option to purchase Equipment from Bbot. In these cases, purchases are non-refundable, and Customer remains responsible for any maintenance, repairs, or replacements required. Customer shall also be responsible for maintaining the physical security of the Equipment, Customer account, passwords (including but not limited to administrative and user passwords) and files, and for all uses of Customer account or the Equipment with or without Customer’s knowledge or consent.

2.6 Customer agrees (a) to participate in reasonable marketing activities that promote the benefits of the Service to potential customers, and (b) to Bbot’s use of Customer’s Marks on Bbot’s website and in Bbot’s promotional materials. Customer further agrees that Bbot may disclose that Customer is a customer of Bbot.

2.7 Customer agrees to allow Bbot permission to use default credentials to log into Customer’s local network and access Customer’s printers for troubleshooting and support.

2.8 Customer understands that the operation of the Service, including Customer Content, may be unencrypted and involve (a) transmissions over various networks; (b) changes to conform and adapt to technical requirements of connecting networks or devices, and (c) transmission to Bbot’s third-party vendors and hosting partners to provide the necessary hardware, software, networking, storage, and related technology required to operate and maintain the Service. Accordingly, Customer acknowledges that it bears sole responsibility for adequate security, protection and backup of Customer Content. Bbot will have no liability to Customer for any unauthorized access or use of any Customer Content, or any corruption, deletion, destruction or loss of any Customer Content.

2.9 Customer is and will be solely responsible for enforcing any identification requirements, including those related to selling alcohol to End Users. Customer agrees to take all reasonable measures to ensure that alcohol is not sold to any of End Users, and will reasonably cooperate with any Bbot Partner to prevent the unlawful sale or provision of alcoholic beverages to any End Users.

3. Confidentiality; Proprietary Rights

3.1 Each party (the “Receiving Party”) understands that the other party (the “Disclosing Party”) has disclosed or may disclose business, technical, financial information or other confidential or proprietary information relating to the Disclosing Party’s business (hereinafter referred to as “Proprietary Information” of the Disclosing Party). Proprietary Information of Bbot includes, without limitation, non-public information regarding features, functionality and performance of the Service. Proprietary Information of Customer includes, without limitation, non-public data provided by Customer to Bbot to enable the provision of the Services (“Customer Data”). The Receiving Party agrees: (a) to take reasonable precautions to protect such Proprietary Information, and (b) not to use (except in performance of the Services or as otherwise permitted herein) or divulge to any third person any such Proprietary Information. The Receiving Party may furnish such Proprietary Information to (i) the Receiving Party’s employees and consultants who are required to have access to such Proprietary Information in connection with the Service, and (ii) the Receiving Party’s professional advisers (e.g., lawyers and accountants), in each case, during the time that the Receiving Party is permitted to retain such Proprietary Information hereunder; provided that any and all such employees and consultants are bound by written agreements or, in the case of professional advisers, ethical duties, respecting the Proprietary Information in the manner set forth in this Agreement.

3.2 The Disclosing Party agrees that the foregoing shall not apply with respect to any information after five (5) years following the disclosure thereof or any information that the Receiving Party can document (a) is or becomes generally available to the public, or (b) was in its possession or known by it prior to receipt from the Disclosing Party, or (c) was rightfully disclosed to it without restriction by a third party, or (d) was independently developed without use of or reference to any Proprietary Information of the Disclosing Party.

3.3 Notwithstanding anything to the contrary herein, the Receiving Party may disclose the Disclosing Party’s Proprietary Information as required by judicial process or otherwise by law; provided that, prior to such disclosure, the Receiving Party shall: (a) promptly notify the Disclosing Party of any actual or threatened legal compulsion of disclosure, and any actual legal obligation of disclosure, and (b) cooperate with the Disclosing Party’s reasonable, lawful efforts to resist, limit or delay disclosure.

3.4 Customer shall own all right, title and interest in and to the Customer Data. Bbot shall own and retain all right, title and interest in and to (a) the Services and Software, all improvements, enhancements or modifications thereto, (b) any software, applications, inventions or other technology developed in connection with Services or support, and (c) all intellectual property rights related to any of the foregoing.

3.5 Notwithstanding anything to the contrary, Bbot shall have the right to collect and analyze data and other information relating to the provision, use and performance of various aspects of the Services and related systems and technologies (including, without limitation, information concerning Customer Data and data derived therefrom), and Bbot will be free (during and after the term hereof) to (a) use such information and data to improve and enhance the Services and for other development, diagnostic and corrective purposes in connection with the Services and other Bbot offerings, and (b) disclose such data in de-identified form in connection with its business. No rights or licenses are granted except as expressly set forth herein.

3.6 Customer may elect from time to time to provide suggestions or comments regarding enhancements or functionality or other feedback (“Feedback”) to Bbot with respect to the Services.  Bbot will have full discretion to determine whether or not to proceed with the development of the requested enhancements, new features or functionality. Bbot will have the full, unencumbered right, without any obligation to compensate or reimburse Customer, to use, incorporate and otherwise fully exercise and exploit any such Feedback in connection with Bbot’s products and services.

3.7 Notwithstanding anything to the contrary, to the extent an End User agrees to, enters into or acknowledges Bbot’s user terms and/or privacy policy (collectively, “Bbot User Terms”), Customer agrees that Bbot may use and disclose any and all information or data provided by End Users in connection with the creation of a user account with Bbot, such End User’s interactions with any Bbot product or service or any transaction with Customer (“User Information”) in accordance with the Bbot User Terms. Such User Information will be deemed Customer Data hereunder.

4. Payment of Fees

4.1 Customer will pay Bbot (or the applicable third party partner under the Partner Agreement) the then applicable fees described in the Order Form for the Services in accordance with the terms therein (the “Fees”). If Customer’s use of the Services exceeds the Service Capacity set forth on the Order Form or otherwise requires the payment of additional fees (per the terms of this Agreement), Customer shall be billed for such usage and Customer agrees to pay the additional fees in the manner provided herein. Bbot reserves the right to change the Fees or applicable charges and to institute new charges and Fees at the end of the Initial Service Term (as defined below) or the current renewal term, upon thirty (30) days’ prior notice to Customer (which may be sent by email). If Customer believes that Bbot has billed Customer incorrectly, Customer must contact Bbot no later than sixty (60) days after the closing date on the first billing statement in which the error or problem appeared, in order to receive an adjustment or credit. Inquiries should be directed to Bbot’s customer support department.

4.2 To facilitate payment for the Services via bank account, credit card, or debit card, Bbot uses Stripe, Inc. and its affiliates (“Stripe”), or other third-party payment processors (collectively, “Payment Processors”). These payment processing services are provided by Payment Processors and are subject to the applicable Payment Processor’s terms and conditions, privacy policy, and all other relevant agreements (collectively, the “Payment Processor Agreements”). In the case of Stripe, you are subject to the Stripe terms and conditions and other policies available at https://stripe.com/legal and Stripe’s Global Privacy Policy available at https://stripe.com/privacy (collectively, the “Stripe Agreements”). By agreeing to these Terms of Service, users that use the payment functions of the Service also agree to be bound by the Stripe Agreements and applicable Payment Processor Agreements for the payment function the user is using, as the same may be modified by Stripe and/or the applicable Payment Processor from time to time.. As a condition of Bbot enabling payment processing services through Stripe and/or the Payment Processors, you represent and warrant to Bbot that all information you provide about your payment instruments and/or bank accounts is true and that you are authorized to use such payment instrument and/or bank account, as applicable. You also authorize Bbot to share such information and other transaction information related to your payment for the Service with Stripe and/or the Payment Processors. You will promptly update your account information with any changes (for example, a change in your billing address or credit card expiration date) that may occur. You hereby authorize Stripe and/or the applicable Payment Processor to store and continue billing your specified payment method even after such payment method has expired, to avoid interruptions in payment for your use of the Service. Please contact Stripe and/or the applicable Payment Processor for more information. Bbot assume no liability or responsibility for any payments you make through the Service.

4.3 Bbot may choose to bill through an invoice, in which case, full payment for invoices issued in any given month must be received by Bbot no later than thirty (30) days after the mailing date of the invoice. Unpaid amounts are subject to a finance charge of 1.5% per month on any outstanding balance, or the maximum permitted by law, whichever is lower, plus all expenses of collection and may result in immediate termination of Service. Customer shall be responsible for all taxes associated with Services other than U.S. taxes based on Bbot’s net income.

5. Transfer of Funds; Refunds.

5.1 Definitions. "Customer Gross Revenue" means all revenue received by Customer through use of the Service. "Customer Net Revenue" means Customer Gross Revenue less any Bbot software service fees, card processing fees, chargebacks, refunds, sales commissions to Customer's partners, and other expenses agreed to by the parties in writing as reducing Customer Gross Revenue.  "Payment Processor" means Stripe, Inc. or any other third-party payment processor designated by Bbot.

5.2 Transfer of Funds. Customer shall set up a merchant account with Payment Processor (the "Customer Merchant Account") and is responsible for supplying Payment Processor with accurate and complete information, including any personal information required to complete set-up of the Customer Merchant Account. Bbot will transfer Customer Net Revenue it receives to the Customer Merchant Account. As between Bbot and Customer, the Customer Merchant Account will be under Customer's sole control. Bbot is not responsible for lost or delayed bank transfers that are caused by Customer's incorrect setup of the Customer Merchant Account.

5.3 Refunds. If Customer fails to provide an End User with the product or service that the End User ordered, Bbot reserves the right to provide a refund to the End User for the product or service. If an End User's purchase is refunded for any reason prior to Bbot transferring the funds from such purchase to Customer, Bbot will not transfer such funds to Customer and will not charge Customer the Bbot software service fees associated with such purchase.

5.4 Credit Card Processing Fees. Bbot’s base processing rate for credit card processing fees is based on the Payment Processor’s fees, plus a nominal per order fee depending on Customer’s venue and its use case. This per order fee is found in the Order Form. Customer represents and warrants that it complies and covenants that it will comply with Payment Card Industry Data Security Standards.

5.5 Chargebacks. Customer is responsible for any chargebacks initiated or completed by an End User. If Bbot becomes aware that an End User is disputing a charge, Bbot will use commercially reasonable efforts to rebut such dispute. If Bbot is unsuccessful in such rebuttal, Customer will promptly reimburse Bbot for the full amount of such disputed charge.

5.6 Taxes. Customer is responsible for and will remit all taxes associated with the Services and Customer’s sale of goods, other than U.S. taxes based on Bbot’s net income.

6. Term and Termination

6.1 Subject to earlier termination as provided below, this Agreement is for the service or subscription term as specified in the Order Form (“Initial Service Term”), and shall be automatically renewed for additional periods of the same duration as the Initial Service Term (collectively, the “Term”), unless either party requests termination at least sixty (60) days prior to the end of the then-current Term. If Customer did not enter into an Order Form, this Agreement will be in effect until terminated by either party upon written notice to the other party.

6.2 In addition to any other remedies it may have, either party may also terminate this Agreement upon thirty (30) days’ notice (or without notice in the case of nonpayment), if the other party materially breaches any of the terms or conditions of this Agreement. Customer will pay in full for the Services up to and including the last day on which the Services are provided. Upon termination, all rights of Customer to use the Service will terminate. All sections of this Agreement which by their nature should survive termination will survive termination, including, without limitation, accrued rights to payment, confidentiality obligations, warranty disclaimers, and limitations of liability.

7. Warranty and Disclaimer

7.1 Customer represents and warrants to Bbot that (a) Customer has the full power and authority to enter into this Agreement, (b) Customer owns all Customer Content or has obtained all permissions, releases, rights or licenses required to engage in its activities in connection with the Services (and allow Bbot to use the Customer Content to provide the Service) without obtaining any further releases or consents or violating, infringing, or misappropriating any third party’s copyright, trademark, right of privacy or publicity, or other personal or proprietary right, (c) the Customer Content does not contain any matter that is defamatory, obscene, unlawful, threatening, abusive, tortious, offensive or harassing, and (d) if Customer is an individual, Customer is eighteen (18) years of age or older.

7.2 Bbot shall use reasonable efforts consistent with prevailing industry standards to maintain the Services in a manner which minimizes errors and interruptions in the Services, or if the parties enter into a Service Level Agreement, Bbot shall maintain the Services as set forth therein. Services may be temporarily unavailable for scheduled maintenance or for unscheduled emergency maintenance, either by Bbot or by third-party providers, or because of other causes beyond Bbot’s reasonable control, but Bbot shall use reasonable efforts to provide advance notice in writing or by e-mail of any scheduled service disruption, or if applicable, as set forth in the Service Level Agreement. However, Bbot does not warrant that the Services will be uninterrupted or error free; nor does it make any warranty as to the results that may be obtained from use of the Services. EXCEPT AS EXPRESSLY SET FORTH IN THIS SECTION, THE SERVICES ARE PROVIDED “AS IS” AND BBOT DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT.

8. Limitation of Liability

NOTWITHSTANDING ANYTHING TO THE CONTRARY, BBOT AND ITS SUPPLIERS (INCLUDING BUT NOT LIMITED TO ALL EQUIPMENT AND TECHNOLOGY SUPPLIERS), OFFICERS, AFFILIATES, REPRESENTATIVES, CONTRACTORS AND EMPLOYEES SHALL NOT BE RESPONSIBLE OR LIABLE WITH RESPECT TO ANY SUBJECT MATTER OF THIS AGREEMENT OR TERMS AND CONDITIONS RELATED THERETO UNDER ANY CONTRACT, NEGLIGENCE, STRICT LIABILITY OR OTHER THEORY: (A) FOR ERROR OR INTERRUPTION OF USE OR FOR LOSS OR INACCURACY OR CORRUPTION OF DATA OR COST OF PROCUREMENT OF SUBSTITUTE GOODS, SERVICES OR TECHNOLOGY OR LOSS OF BUSINESS; (B) FOR ANY INDIRECT, EXEMPLARY, INCIDENTAL, SPECIAL, PUNITIVE OR CONSEQUENTIAL DAMAGES OR ANY LOST PROFITS; (C) FOR ANY MATTER BEYOND BBOT’S REASONABLE CONTROL; OR (D) FOR ANY AMOUNTS THAT, TOGETHER WITH AMOUNTS ASSOCIATED WITH ALL OTHER CLAIMS, EXCEED THE FEES PAID BY CUSTOMER TO BBOT (OR BY BBOT’S PARTNER TO BBOT, IN THE CASE OF A PARTNER AGREEMENT) FOR THE SERVICES UNDER THIS AGREEMENT IN THE TWELVE (12) MONTHS PRIOR TO THE ACT THAT GAVE RISE TO THE LIABILITY, IN EACH CASE, WHETHER OR NOT BBOT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. Some states do not allow the exclusion of implied warranties or limitation of liability for incidental or consequential damages, which means that some of the above limitation may not apply to Customer. IN THESE STATES, BBOT’S LIABILITY WILL BE LIMITED TO THE GREATEST EXTENT PERMITTED BY LAW.

9. Indemnification

9.1 Customer shall defend, indemnify, and hold harmless Bbot from and against any claims, actions or demands (“Claims”), including without limitation reasonable legal and accounting fees, arising or resulting from Customer’s breach of this Agreement, any Customer Content, or Customer’s other access, contribution to, use or misuse of the Service. Bbot shall provide notice to Customer of any such Claim. Bbot reserves the right to assume the exclusive defense and control of any Claim which is subject to indemnification under this section. In such case, Customer agrees to cooperate with any reasonable requests assisting Bbot’s defense of such Claim.

9.2 Bbot will defend, indemnify, and hold harmless Customer from and against any third-party Claims brought against Customer based upon an allegation that Customer’s use of the Service or Software as contemplated by this Agreement, infringes such third party’s copyrights or misappropriates such third party’s trade secrets, and Bbot will pay all costs and damages finally awarded against Customer by a court of competent jurisdiction as a result of any such Claim; provided, however, that Customer (a) promptly notifies Bbot in writing of such Claim, (b) promptly gives Bbot the right to control and direct the investigation, preparation, defense and settlement of such Claim, with counsel of Bbot’s own choosing (provided that Customer will have the right to reasonably participate, at its own expense, in the defense or settlement of any such Claim), and (c) gives assistance and full cooperation for the defense of the same. Bbot will not settle or compromise any such Claim without the prior written consent of Customer, which may not be unreasonably withheld, conditioned or delayed. If the use of the Service or Software by Customer has become, or in Bbot’s opinion is likely to become, the subject of any Claim, Bbot may, at its sole option, (x) procure for customer the right to continue using the Service or Software as set forth hereunder, (y) replace or modify the Service or Software to make it/them non-infringing, or (z) if options (x) and (y) are not reasonably practicable, terminate this Agreement. Notwithstanding the foregoing, Bbot will have no liability or obligation under this Section 9 or otherwise with respect to any Claim based upon (A) any Customer Data, (B) use of the Service or Software outside the scope of this Agreement, (C) modification of the Service or Software in accordance with Customer’s specifications or instructions or by any person or entity other than Bbot, without Bbot’s express written consent, (D) any third-party software components used in connection with, or embedded in, the Service or Software, (E) the combination, operation or use of the Service or Software with other applications, portions of applications, products, data or services not provided by Bbot, or (F) use of the Service or Software by Customer after Customer has been notified of the potential infringement. This Section 9.2 states Bbot’s entire obligation and Customer’s sole remedies in connection with any claim regarding the intellectual property rights of any third party.

10. Miscellaneous

If any provision of this Agreement is found to be unenforceable or invalid, that provision will be limited or eliminated to the minimum extent necessary so that this Agreement will otherwise remain in full force and effect and enforceable. This Agreement is not assignable, transferable or sublicensable by Customer except with Bbot’s prior written consent. Bbot may transfer and assign any of its rights and obligations under this Agreement without consent. This Agreement is the complete and exclusive statement of the mutual understanding of the parties and supersedes and cancels all previous written and oral agreements, communications and other understandings relating to the subject matter of this Agreement, and that all waivers and modifications must be in a writing signed by both parties, except as otherwise provided herein. No agency, partnership, joint venture, or employment is created as a result of this Agreement and Customer does not have any authority of any kind to bind Bbot in any respect whatsoever. In any action or proceeding to enforce rights under this Agreement, the prevailing party will be entitled to recover costs and attorneys’ fees. All notices under this Agreement will be in writing and will be deemed to have been duly given when received, if personally delivered; when receipt is electronically confirmed, if transmitted by facsimile or e-mail; the day after it is sent, if sent for next day delivery by recognized overnight delivery service; and upon receipt, if sent by certified or registered mail, return receipt requested. This Agreement shall be governed by the laws of the State of Pennsylvania without regard to its conflict of laws provisions. Unless otherwise elected by Bbot in a particular instance, Customer hereby expressly agrees to submit to the exclusive personal jurisdiction of the federal and state courts in Pittsburgh, Pennsylvania for the purpose of resolving any dispute relating to Customer’s access to or use of the Service, and waives any jurisdictional, venue, or inconvenient forum objections to such courts.

11. Privacy

Our Privacy Policy, available at https://meetbbot.com/merchant-privacy-policy/, governs Bbot’s collection and use personal information regarding Customers. Our End User Privacy Policy, available at https://meetbbot.com/privacy/, explains our handling of End User personal information. These Privacy Policies are incorporated into these Terms by reference.

12. Data Processing Addendum

To the extent the processing of personal information or personal data included in Customer Data is subject to the GDPR, the UK Data Protection Act 2018 and/or the CCPA, Customer and Bbot shall be subject to and comply with the Data Processing Addendum, attached as “, which is incorporated into and forms an integral part of these Terms including its schedules and appendices.