SMARTBOT TERMS OF SERVICE

Last Updated: Sep 17, 2025

THIS SMARTBOT TERMS OF SERVICE AGREEMENT ("AGREEMENT") IS A LEGALLY BINDING CONTRACT BETWEEN BITCLOUD TECHNOLOGY INC. (OR ITS APPLICABLE AFFILIATE), A CORPORATION DULY ORGANIZED UNDER THE LAWS OF ONTARIO, CANADA ("SMARTBOT," "WE," "US," OR "OUR"), AND THE ENTITY IDENTIFIED AS THE CUSTOMER IN THE APPLICABLE ORDER FORM ("CUSTOMER," "YOU," OR "YOUR").

BY EXECUTING AN ORDER FORM THAT REFERENCES THIS AGREEMENT, OR BY ACCESSING OR USING ANY PART OF THE SMARTBOT SOFTWARE-AS-A-SERVICE PLATFORM AND RELATED SERVICES (COLLECTIVELY, THE "SERVICE"), YOU ACKNOWLEDGE THAT YOU HAVE READ, UNDERSTOOD, AND AGREE TO BE BOUND BY THIS AGREEMENT.

IF YOU ARE ENTERING INTO THIS AGREEMENT ON BEHALF OF A CORPORATION, LIMITED LIABILITY COMPANY, PARTNERSHIP, OR OTHER LEGAL ENTITY, YOU REPRESENT AND WARRANT THAT YOU ARE AN AUTHORIZED REPRESENTATIVE OF SUCH ENTITY WITH THE FULL LEGAL AUTHORITY TO BIND SUCH ENTITY TO THIS AGREEMENT. IF YOU DO NOT HAVE SUCH AUTHORITY, OR IF YOU DO NOT AGREE TO ALL THE TERMS AND CONDITIONS OF THIS AGREEMENT, YOU MUST NOT EXECUTE AN ORDER FORM OR ACCESS OR USE THE SERVICE.

SMARTBOT RESERVES THE RIGHT TO MODIFY OR UPDATE THIS AGREEMENT FROM TIME TO TIME. CHANGES BECOME EFFECTIVE ONCE POSTED WITHIN THE SERVICE OR OTHERWISE MADE AVAILABLE TO CUSTOMER. CONTINUED USE OF THE SERVICE AFTER SUCH CHANGES TAKE EFFECT CONSTITUTES CUSTOMER'S ACCEPTANCE OF THE REVISED AGREEMENT. CUSTOMER IS RESPONSIBLE FOR REVIEWING THIS AGREEMENT PERIODICALLY.

1. DEFINITIONS

1.1. "Account": Your unique, registered account within the SmartBot Service, accessible through designated login credentials, used by Authorized Users to manage your Subscription and access the Service.

1.2. "Affiliate": 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. "Aggregated Data": Data derived from the operation of the Service, including data related to performance, operation, and usage, that is anonymized or de-identified, aggregated with other data, and cannot reasonably be used to identify Customer, its Authorized Users, or any End User.

1.4. "API": Application Programming Interface, if and when provided by SmartBot, allowing for programmatic interaction with the Service.

1.5. "Authorized User": An individual (e.g., Customer's employee, contractor, or agent) who is authorized by Customer to access and use the Service under Customer's Account, for whom a Subscription has been purchased, and to whom Customer has supplied a user identification and password.

1.6. "Confidential Information": Any non-public information disclosed by one party (the "Disclosing Party") to the other party (the "Receiving Party"), whether orally, visually, 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 includes, but is not limited to, trade secrets, business plans, product roadmaps, pricing, technical data, Customer Data, and the terms of this Agreement.

1.7. "Customer Data": Any data, information, content, or material (including text, audio, video, images, or other content) provided, submitted, uploaded, transmitted, or otherwise made available by Customer or Authorized Users or End Users to the Service. This includes all conversations, interactions, and data processed by the SmartBot AI on Customer's behalf.

1.8. "Documentation": SmartBot's online user guides, training materials, support articles, technical specifications, and other explanatory materials (as may be updated from time to time) made generally available by SmartBot for use with the Service.

1.9. "End User": Any individual or entity that interacts with the SmartBot AI or customer support solutions deployed by Customer via the Service (e.g., Customer's clients, website visitors, or application users).

1.10. "Fees": The charges payable by Customer for access to and use of the Service, as set forth in the applicable Order Form.

1.11. "Intellectual Property Rights": All current and future worldwide rights under patent law, copyright law, trade secret law, trademark law, moral rights law, and other similar rights, including all applications and registrations relating to any of the foregoing.

1.12. "Malicious Code": Viruses, worms, time bombs, Trojan horses, and all other harmful or malicious code, files, scripts, agents, or programs.

1.13. "Order Form": A mutually executed document or a completed online subscription by which Customer subscribes to the Service, specifying the Subscription Plan, Fees, Subscription Term, Authorized User limits, and other relevant details. Each Order Form shall be incorporated into and governed by this Agreement.

1.14. "Personal Data": Any information relating to an identified or identifiable natural person, as defined by applicable data protection laws.

1.15. "Service": The SmartBot AI customer support platform, including its intelligent chatbots, natural language processing capabilities, knowledge base integration, customer interaction management features, analytics, APIs, Documentation, and all related software, features, functionalities, and content provided by SmartBot under this Agreement.

1.16. "Subscription Plan": The specific package of Service features, functionalities, and usage limits that Customer selects, as detailed in the Order Form.

1.17. "Subscription Term": The period during which Customer is authorized to access and use the Service, as specified in the applicable Order Form.

1.18. "Third-Party Services": Third-party applications, products, services, software, networks, systems, directories, websites, databases, and information that the Service links to, or with which the Service integrates or otherwise interacts.

2. THE SERVICE

2.1 Service Provision.
SmartBot shall make the Service available to Customer and its Authorized Users pursuant to this Agreement and the applicable Order Form during the Subscription Term. The Service is a software-as-a-service (SaaS) platform designed to assist with customer interaction and support automation. The Service is provided solely for Customer's internal business purposes.

2.2 Access Rights.
Subject to the terms and conditions of this Agreement, SmartBot grants Customer a limited, non-exclusive, non-transferable, and non-sublicensable right to access and use the Service during the Subscription Term, solely for Customer's internal business operations and in accordance with the usage limits specified in the applicable Order Form.
The Service is provided solely for business and commercial use, and not for personal, family, or household purposes.

2.3 Service Evolution and Modifications.
SmartBot reserves the right to modify, enhance, update, or discontinue any features or functionalities of the Service at its sole discretion, at any time. Such modifications will not give rise to any right of termination, refund, or other compensation, unless otherwise required by applicable law.

2.4 Beta Services.
From time to time, SmartBot may invite Customer to try "beta," "preview," "pilot," or other pre-release features ("Beta Services"). Beta Services are provided on an "as is" basis, without warranty of any kind, for evaluation purposes only, and are not supported. SmartBot may discontinue Beta Services at any time in its discretion, and Beta Services may never become generally available. SmartBot shall not be liable for issues arising from Customer's use of Beta Services, except to the extent such exclusion is prohibited by applicable law.

3. CUSTOMER ACCOUNT AND AUTHORIZED USERS

3.1 Account Creation and Management.
To access and use the Service, Customer must create and maintain a SmartBot Account. Customer agrees to provide accurate, current, and complete information during registration and to keep its Account information updated. Customer is responsible for ensuring that all Authorized Users comply with this Agreement.

3.2 Authorized Users.
Customer may permit Authorized Users to access and use the Service within the limits of its Subscription Plan. Customer is responsible for ensuring that it has valid rights to use any Third-Party Services integrated with the Service.

3.3 Account Security.
Customer is responsible for maintaining the confidentiality and security of its Account credentials (including usernames, passwords, and API keys) and for all activities under its Account. Customer must implement appropriate security measures to protect its credentials and promptly notify SmartBot of any unauthorized use or suspected security breach. SmartBot shall not be liable for losses caused by Customer's failure to maintain adequate security measures.

3.4 Usage Limits.
Customer's use of the Service is subject to the usage limits associated with its Subscription Plan, as specified in the Order Form. If Customer exceeds these limits, SmartBot may provide notice and, if the excess continues, may charge additional Fees or require an upgrade of Customer's Subscription Plan.

3.5 Suspension or Termination by SmartBot.
SmartBot may suspend or terminate Customer's Account or access to the Service if:
(a) Customer or its Authorized Users materially violate this Agreement;
(b) Customer engages in fraudulent or unlawful activities;
(c) Customer's use poses a security risk or materially impacts the integrity or availability of the Service; or
(d) required by law or governmental order.
Except where immediate action is necessary for urgent legal or security reasons, SmartBot will use commercially reasonable efforts to provide prior notice and an opportunity to remedy the issue before suspension or termination takes effect.

4. CUSTOMER OBLIGATIONS AND ACCEPTABLE USE

Customer agrees to use the Service in compliance with this Agreement and applicable laws relevant to its use of the Service. Customer shall not, and shall not permit any Authorized User or End User to:

4.1 Lawful Use.
Use the Service for any illegal, fraudulent, or unauthorized purpose, or in a manner that infringes the Intellectual Property Rights, privacy rights, or other rights of any third party.

4.2 Interference.
Intentionally interfere with, disrupt, or attempt to disrupt the normal operation or security of the Service, its servers, or networks, including but not limited to introducing Malicious Code, denial-of-service attacks, or attempting unauthorized access to SmartBot's systems or data.

4.3 Reverse Engineering.
Copy, modify, adapt, translate, reverse engineer, decompile, disassemble, or otherwise attempt to discover the source code or underlying algorithms of the Service, or create derivative works based on the Service.

4.4 Resale/Sublicense.
Sell, resell, license, sublicense, distribute, rent, lease, or otherwise commercially exploit the Service, or use the Service to build or offer a directly competing product or service.

4.5 Misrepresentation.
Impersonate any person or entity, or misrepresent Customer's affiliation with a person or entity.

4.6 Excessive Use.
Use the Service beyond the limits of the applicable Subscription Plan in a manner that materially impacts the performance or availability of the Service for other customers.

4.7 Content Restrictions.
Upload or transmit Customer Data that is unlawful, infringing, harmful, malicious, or violates applicable data protection laws.

4.8 Compliance with Third-Party Terms.
Customer is responsible for ensuring its compliance with the terms of any Third-Party Services it chooses to integrate with the Service. SmartBot is not responsible for the operation of Third-Party Services.

4.9 Export Compliance. Customer shall comply with all applicable export and re-export control laws and regulations, including those of Canada and the United States, and shall not export, re-export, or transfer the Service or any related technical data in violation of such laws.

5. INTELLECTUAL PROPERTY RIGHTS

5.1 Ownership.
All rights, title, and interest in the Service (including software, designs, and related materials) are and shall remain the exclusive property of SmartBot or its licensors. This Agreement grants Customer only a limited right to use the Service as set out herein, and no ownership rights.

5.2 Customer Data.
Customer retains all rights in its Customer Data. SmartBot may process such data only as necessary to provide and improve the Service, and as otherwise required by law.

5.3 Aggregated Data and Feedback.
SmartBot may generate and use aggregated or anonymized data for analytics, research, and improvement of the Service. Such aggregated data shall not identify Customer or its End Users. SmartBot will not use Customer Data or conversation content to train any publicly available AI models. Customer agrees that SmartBot may freely use any feedback, suggestions, or ideas provided by Customer, without any obligation, for the purpose of improving or enhancing the Service.

6. SUBSCRIPTION, FEES, AND PAYMENT

6.1 Subscription Plans.
The Service is provided on a subscription basis under different plans, with corresponding Fees as set out on SmartBot's website or in an Order Form. Customer's continued access to the Service is subject to timely payment of applicable Fees.

6.2 Billing and Payment.
Unless otherwise agreed in writing, all Fees are invoiced and payable in advance for each billing cycle (monthly or annually, as applicable). Payments may be processed by SmartBot or its designated payment provider. All Fees are quoted and payable in U.S. Dollars (USD), unless otherwise specified in the Order Form. All Fees are non-refundable, except as required by applicable law.

6.3 Automatic Renewal.
Unless otherwise specified in the Order Form, each Subscription will automatically renew for successive terms of equal length at the then-current Fees, unless canceled prior to the end of the current term.

6.4 Taxes.
All Fees are exclusive of applicable sales, use, value-added, or similar taxes. Customer is responsible for such taxes, except for taxes based on SmartBot's net income. If SmartBot is required by law to collect taxes, they will be added to the invoice and payable by Customer.

6.5 Free Trial.
If Customer registers for a free trial, access will be provided for the specified duration. Upon expiration, continued use requires a paid Subscription Plan. Free trial terms may be modified or discontinued at SmartBot's discretion.

7. DATA PRIVACY AND SECURITY

7.1 Customer Data.
Customer retains all ownership rights in its Customer Data. SmartBot will process Customer Data solely to provide and improve the Service, in accordance with this Agreement. SmartBot does not sell Customer Data to third parties for advertising purposes.

7.2 Security.
SmartBot will use reasonable efforts to implement and maintain technical and organizational measures designed to protect Customer Data against unauthorized access, use, or disclosure. For the purposes of applicable data protection laws, Customer is the "data controller" and SmartBot is the "data processor." Customer acknowledges that Customer Data may be stored or processed in Canada, the United States, or other jurisdictions where SmartBot or its affiliates operate. However, SmartBot shall not be liable for any unauthorized access, disclosure, loss, or use of Customer Data caused by third-party attacks, force majeure events, or Customer's own negligence, misconfiguration, or failure to maintain adequate security controls. SmartBot will not sell Customer Data to third parties and will only process such data as instructed by Customer, in compliance with applicable data protection laws (including GDPR and CCPA).

8. CONFIDENTIALITY

8.1 Obligations.
Each Party shall protect the other Party's Confidential Information with at least the same degree of care it uses to protect its own confidential information, and shall not use such Confidential Information for any purpose outside the scope of this Agreement.

8.2 Exclusions.
Confidential Information does not include information that: (a) becomes public without breach of this Agreement; (b) was lawfully known to the Receiving Party before disclosure; (c) is lawfully received from a third party without restriction; or (d) is independently developed without reference to the Disclosing Party's Confidential Information.

8.3 Compelled Disclosure.
A Party may disclose Confidential Information if required by law or government order.

8.4 Duration.
The obligations of confidentiality under this Section survive termination of this Agreement and remain in effect until the Confidential Information becomes publicly available or is lawfully released.

9. REPRESENTATIONS AND WARRANTIES

9.1 Mutual Warranties.
Each Party represents and warrants that: (a) it has the authority to enter into and perform its obligations under this Agreement; and (b) its execution of this Agreement does not violate any other agreement to which it is a party.

9.2 SmartBot Warranties.
SmartBot disclaims all warranties, express or implied, including without limitation the implied warranties of merchantability, fitness for a particular purpose, and non-infringement. SmartBot warrants only that it will use commercially reasonable efforts to provide the Service in a professional manner.

9.3 Customer Warranties.
Customer represents and warrants that: (a) it has all necessary rights and permissions to provide Customer Data to SmartBot; and (b) its use of the Service and Customer Data will not violate applicable laws or third-party rights.

9.4 Disclaimer.
Except for the express warranties set forth in Section 9.2, the Service is provided “as is” and “as available,” without any other warranties, whether express, implied, statutory, or otherwise, including but not limited to warranties of merchantability, fitness for a particular purpose, and non-infringement.

10. INDEMNIFICATION

10.1 SmartBot Indemnification.
SmartBot will defend Customer against any third-party claim alleging that the Service (excluding Customer Data or third-party services) infringes a third party’s intellectual property rights, and will indemnify Customer for any damages and costs finally awarded against Customer as a result of such claim. SmartBot shall have no obligation for claims arising from: (a) Customer Data; (b) third-party services; (c) modifications not made by SmartBot; (d) use of the Service with software, hardware, or data not provided by SmartBot; (e) Customer’s breach of this Agreement; or (f) continued use of the Service after notice of alleged infringement. If the Service becomes, or is likely to become, subject to such a claim, SmartBot may, at its option: (i) procure the right for Customer to continue using the Service; (ii) replace or modify the Service to make it non-infringing; or (iii) terminate Customer’s Subscription and refund any pre-paid unused Fees. This Section 10.1 states SmartBot’s sole liability and Customer’s exclusive remedy for any such claims.

10.2 Customer Indemnification.
Customer will defend and indemnify SmartBot, its affiliates, and their personnel against any third-party claim arising out of: (a) Customer Data; (b) Customer’s or Authorized Users’ use of the Service in violation of this Agreement or applicable law; or (c) any dispute between Customer and its end users.

10.3 Procedures.
The indemnified Party must: (a) promptly notify the indemnifying Party of the claim; (b) grant the indemnifying Party sole control of the defense and settlement; and (c) provide reasonable cooperation at the indemnifying Party’s expense.

11. LIMITATION OF LIABILITY

11.1 Exclusion of Certain Damages.
To the maximum extent permitted by law, SmartBot will not be liable for any indirect, incidental, consequential, special, or punitive damages, including loss of profits, revenue, data, goodwill, or business opportunities, arising out of or in connection with this Agreement or use of the Service, even if SmartBot has been advised of the possibility of such damages.

11.2 Maximum Liability.
SmartBot’s total liability for all claims arising out of or related to this Agreement shall not exceed the Fees paid by Customer to SmartBot in the twelve (12) months preceding the event giving rise to the claim. SmartBot shall have no liability for any fines, penalties, or damages arising from Customer’s breach of applicable data protection laws, improper use of Customer Data, or non-compliance with third-party terms. This limitation shall not apply to damages caused by SmartBot’s willful misconduct or gross negligence.

11.3 Exceptions.
The limitations in this Section do not apply to: (a) Customer’s payment obligations; (b) Customer’s breach of Section 4 (Acceptable Use) or misuse of SmartBot’s intellectual property; or (c) liability that cannot be excluded under applicable law.

12. GOVERNING LAW AND DISPUTE RESOLUTION

12.1 Governing Law.
This Agreement shall be governed by and construed in accordance with the laws of the Province of Ontario, Canada, without regard to its conflict of law principles.

12.2 Informal Resolution.
Before initiating arbitration or litigation, the Parties shall first attempt to resolve any dispute through informal discussions for a period of thirty (30) days following written notice of the dispute. Notices to SmartBot shall be sent to legal@bestchat.com.

12.3 Arbitration.
Except for disputes relating to SmartBot’s intellectual property rights or requests for injunctive relief, any dispute that cannot be resolved informally shall be finally settled by binding arbitration administered by the ADR Institute of Canada (ADRIC) in accordance with its applicable arbitration rules. The arbitration shall be conducted by a single, independent arbitrator in Toronto, Ontario, Canada, in English. The arbitrator’s decision shall be final and binding on both Parties. The proceedings and award shall remain confidential, except as required by law or to enforce the award.

12.4 Class Action Waiver.
All disputes must be resolved on an individual basis. Class arbitrations, class actions, and other representative proceedings are not permitted, and Customer expressly waives any right to participate in such proceedings.

12.5 Court Jurisdiction.
For disputes not subject to arbitration or where arbitration is found unenforceable, the Parties agree to submit exclusively to the provincial or federal courts located in Toronto, Ontario, Canada, and each Party irrevocably consents to the personal jurisdiction and venue of such courts.

13. TERM AND TERMINATION

13.1 Agreement Term.
This Agreement commences on the Effective Date (the date Customer first accepts these Terms or executes an Order Form) and remains in effect until all Subscriptions have expired or been terminated in accordance with this Agreement.

13.2 Subscription Term.
Each Subscription Term shall be as set forth in the applicable Order Form.

13.3 Termination by Customer.
Customer may terminate its Subscription by cancelling through its Account settings or by written notice to SmartBot prior to the end of the then-current Subscription Term. Termination will be effective at the end of the current paid billing cycle. All Fees are prepaid and non-refundable, except as required by applicable law.

13.4 Termination by SmartBot.
SmartBot may terminate this Agreement or a Subscription immediately upon written notice:
(a) For Cause: If Customer materially breaches this Agreement (including failure to pay Fees) or becomes insolvent, bankrupt, or subject to similar proceedings.
(b) Illegal or Prohibited Use: If Customer uses the Service for unlawful, fraudulent, or prohibited purposes, or otherwise violates Section 4 (Customer Obligations and Acceptable Use).
(c) Service Integrity: As otherwise permitted in Section 3.5 (Suspension or Termination).

13.5 Effect of Termination.
Upon termination or expiration:
(a) Customer’s right to access the Service ends immediately;
(b) Customer must cease use of the Service and delete SmartBot Documentation;
(c) all outstanding Fees become immediately due; and
(d) Sections which by their nature should survive (including Intellectual Property, Confidentiality, Indemnification, Limitation of Liability, Governing Law and Dispute Resolution, and Miscellaneous) shall survive.

13.6 Data Export/Deletion.
If provided by the Service, Customer may export its Data within thirty (30) days following termination. After that period, SmartBot may delete or anonymize Customer Data in accordance with its retention policy, unless legally required to retain it.

14. FORCE MAJEURE

Neither Party shall be liable for failure or delay in performance (other than payment obligations) due to events beyond its reasonable control, including natural disasters, government actions, war, terrorism, civil unrest, labor disputes, pandemics, or failures of utilities or networks. The affected Party shall notify the other and use reasonable efforts to mitigate the impact. If such event continues for more than sixty (60) days, either Party may terminate the affected Services or this Agreement by written notice without penalty.

15. MISCELLANEOUS

15.1 Entire Agreement.
This Agreement, together with applicable Order Forms, constitutes the entire agreement between the Parties regarding the Service and supersedes all prior understandings. In case of conflict, the order of precedence shall be: (a) the Order Form, and (b) this Agreement.

15.2 Severability.
If any provision is found invalid or unenforceable, it shall be limited or eliminated to the minimum extent necessary, and the remainder shall remain in full force.

15.3 No Waiver.
Failure to enforce any provision shall not constitute a waiver unless in writing and signed.

15.4 Assignment.
Customer may not assign this Agreement without SmartBot’s prior written consent. SmartBot may assign freely, including to Affiliates or in connection with corporate transactions.

15.5 Relationship.
The Parties are independent contractors. Nothing in this Agreement creates a partnership, agency, or employment relationship.

15.6 No Third-Party Beneficiaries.
This Agreement is solely for the benefit of the Parties and their permitted successors.

15.7 Publicity.
SmartBot may use Customer’s name and logo in its client lists and marketing materials to identify Customer as a SmartBot client. Any other use requires Customer’s consent.

15.8 Notices.
All notices under this Agreement shall be delivered by email. Notices to SmartBot shall be sent to legal@bestchat.com, and notices to Customer shall be sent to the email address associated with the Customer’s Account and shall be deemed delivered when sent.

15.9 Headings.
Headings are for convenience only and do not affect interpretation.

15.10 Language.
This Agreement is in English. Translations are for convenience only; the English version prevails.