Terms of service
Last Updated: August 28, 2026
These Terms of Service (the “Agreement”) are a legally binding agreement between Bitcloud Technology Inc. (“Bitcloud,” “we,” “us,” or “our”) and the business or other legal entity accessing or using the Services (“Customer,” “you,” or “your”).
This Agreement governs access to and use of our websites, applications, software, platforms, APIs, integrations, AI-assisted features, and related products and services, including BestChat, SmartBot, and other services we may offer from time to time (collectively, the “Services”).
By executing an Order, installing or subscribing to a Service through an application marketplace or other platform, or accessing or using any Service, you acknowledge that you have read, understood, and agree to be bound by this Agreement.
If you enter into this Agreement on behalf of an entity, you represent that you have authority to bind that entity. The Services are intended for business and commercial use and are not provided for personal, family, or household purposes.
We may update this Agreement from time to time. Changes become effective when posted or otherwise made available to Customer, subject to applicable law. Continued use of the Services after the effective date of an updated Agreement constitutes acceptance of the revised terms.
1. Definitions
“Account” means an account used to access or administer any Service.
“Affiliate” means an entity that controls, is controlled by, or is under common control with a party.
“Authorized User” means an employee, contractor, agent, or other individual authorized by Customer to access or use a Service on Customer’s behalf.
“Confidential Information” means non-public information disclosed by one party to the other that is designated as confidential or that reasonably should be understood to be confidential, including business, technical, product, pricing, security, and Customer Data.
“Customer Data” means information, content, data, or materials provided, submitted, transmitted, connected, or otherwise made available by or on behalf of Customer or its End Users through the Services, including through authorized third-party integrations.
“Documentation” means user guides, support materials, technical information, and other documentation made available by Bitcloud relating to the Services.
“End User” means a person or entity that interacts with Customer through, or whose information is processed in connection with, the Services.
“Fees” means charges applicable to Customer’s use of the Services.
“Order” means an order form, online subscription, application marketplace installation or subscription, checkout, plan selection, or other ordering process through which Customer obtains access to a Service.
“Platform Data” means information made available through a third-party platform or service within permissions authorized by Customer.
“Third-Party Services” means third-party platforms, applications, products, networks, systems, websites, APIs, or services that integrate or interact with the Services.
2. The Services
2.1 Service Provision
Subject to this Agreement and any applicable Order, Bitcloud will make the applicable Services available to Customer during the applicable subscription or service period.
2.2 Access Rights
Bitcloud grants Customer a limited, non-exclusive, non-transferable, and non-sublicensable right to access and use the Services for Customer’s business purposes, subject to this Agreement, applicable Documentation, and any usage limits associated with the applicable Service or Order.
2.3 Service Changes
Bitcloud may modify, enhance, update, replace, or discontinue features or functionality of the Services from time to time. Bitcloud may also change technical requirements, integrations, or supported third-party platforms. Except where required by applicable law or expressly agreed otherwise, such changes do not create a right to refund, compensation, or termination.
2.4 Beta and Preview Features
Beta, preview, pilot, experimental, or pre-release features may be provided on an “as is” and “as available” basis for evaluation or limited use. They may be changed or discontinued at any time and may not be supported or become generally available.
2.5 AI-Assisted Features
Certain Services may include AI-assisted functionality. AI-generated or AI-assisted outputs may be incomplete, inaccurate, or unsuitable for a particular purpose. Customer is responsible for reviewing and determining the appropriateness of its use of such outputs and for communications or actions taken through the Services.
3. Accounts and Access
3.1 Account Information
Customer must provide accurate and current information when creating or maintaining an Account and is responsible for keeping such information reasonably up to date.
3.2 Authorized Users
Customer may permit Authorized Users to access the Services within applicable plan, Order, or technical limits. Customer is responsible for Authorized Users’ compliance with this Agreement and for activities conducted under its Account.
3.3 Account Security
Customer is responsible for protecting account credentials, access tokens, API keys, and other authentication information under its control and must promptly notify Bitcloud of known or suspected unauthorized access. Bitcloud is not responsible for losses resulting from Customer’s failure to maintain reasonable security over credentials or systems under Customer’s control.
3.4 Usage Limits
Use of the Services may be subject to plan, technical, usage, messaging, storage, API, or other limits. If Customer exceeds applicable limits, Bitcloud may charge additional Fees, require a plan change, restrict usage, or take other reasonable measures consistent with the applicable Service or Order.
3.5 Suspension
Bitcloud may suspend, restrict, or terminate access to the Services where reasonably necessary to address a material breach of this Agreement, non-payment, suspected unlawful, fraudulent, or infringing activity, security risk, abuse, threat to the integrity or availability of the Services, a credible third-party complaint, a Third-Party Service requirement, or a legal or governmental requirement.
4. Customer Responsibility and Acceptable Use
Customer is solely responsible for the legality, accuracy, content, operation, and conduct of its business and for all Customer Data, products, services, websites, communications, activities, and use of the Services under its Account.
Customer is responsible for ensuring that its use of the Services, Customer Data, content, products, services, and connected Third-Party Services complies with applicable law, third-party rights, and applicable platform requirements, and that Customer has all rights, permissions, notices, and lawful bases necessary for such use.
Customer will not, and will not permit others to:
- use the Services for unlawful, fraudulent, deceptive, infringing, abusive, or unauthorized purposes;
- use the Services in connection with content, products, services, or activities that infringe or misappropriate intellectual property or other third-party rights;
- interfere with, disrupt, damage, or attempt unauthorized access to the Services, systems, networks, or data;
- introduce malicious code or use the Services to distribute harmful or unlawful content;
- reverse engineer, decompile, disassemble, or attempt to discover source code or non-public underlying technology, except to the limited extent such restriction is prohibited by law;
- sell, resell, sublicense, rent, lease, or commercially exploit the Services except as expressly authorized by Bitcloud;
- use the Services to build or provide a directly competing product using non-public elements of the Services;
- misrepresent identity, authority, affiliation, or authorization; or
- violate applicable terms, policies, or requirements of Third-Party Services connected to the Services.
Bitcloud does not endorse, verify, or assume responsibility for Customer Data, Customer’s business, websites, products, services, content, or communications with End Users. Provision of the Services does not constitute approval or endorsement of any Customer activity.
Bitcloud is not responsible for determining or resolving disputes between Customer and any third party. Bitcloud may take reasonable action, including restricting, suspending, or terminating access to affected Services, in response to complaints, notices, platform requirements, legal requests, or suspected unlawful or infringing activity.
Except as required by applicable law, Bitcloud is not obligated under this Agreement to proactively monitor Customer Data or Customer activities.
5. Intellectual Property and Data
5.1 Bitcloud Ownership
Bitcloud and its licensors retain all right, title, and interest in and to the Services, including software, technology, designs, interfaces, Documentation, models, workflows, know-how, trademarks, and related intellectual property. Except for the limited rights expressly granted in this Agreement, no rights are transferred to Customer.
5.2 Customer Data
As between the parties, Customer retains its rights in Customer Data. Customer grants Bitcloud and its service providers the rights necessary to host, process, transmit, display, and otherwise handle Customer Data as necessary to provide, operate, secure, maintain, and support the Services, comply with Customer’s authorized instructions, and satisfy applicable legal or platform requirements.
Bitcloud does not use Customer Data, personal information, or Platform Data to train or fine-tune AI or machine learning models, whether its own or those of third parties.
5.3 Service and Usage Data
Bitcloud may use non-identifying operational, technical, usage, security, and performance information generated through operation of the Services for analytics, security, capacity planning, billing, troubleshooting, and improvement of the Services, provided such information is used in accordance with applicable law and does not identify Customer or an End User.
5.4 Feedback
If Customer provides feedback, suggestions, ideas, or recommendations regarding the Services, Bitcloud may use them without restriction or obligation, provided Bitcloud does not identify Customer as the source without permission.
6. Fees and Payment
6.1 Fees
Customer will pay applicable Fees specified in the relevant Order, pricing page, marketplace listing, or other applicable purchasing channel. Fees and billing terms may vary by Service, plan, usage, jurisdiction, or purchasing channel.
6.2 Billing
Payments may be processed by Bitcloud, an application marketplace, or a third-party payment provider. Customer agrees to the billing terms applicable to the purchasing channel used. Except where required by law or expressly stated otherwise, Fees are non-refundable.
6.3 Renewal
Where a subscription renews automatically, it will renew in accordance with the terms disclosed through the applicable Order or purchasing channel unless cancelled before the applicable renewal date.
6.4 Taxes
Fees are exclusive of applicable taxes unless otherwise stated. Customer is responsible for taxes associated with its purchase or use of the Services, other than taxes based on Bitcloud’s net income.
6.5 Trials and Free Services
Bitcloud may offer trials, free plans, credits, or promotional Services subject to additional limits or conditions. Bitcloud may modify or discontinue such offerings at any time, subject to applicable law.
7. Data Privacy and Security
7.1 Privacy
Bitcloud’s processing of personal information is described in its Privacy Policy. Where Bitcloud processes Customer Data on Customer’s behalf, Bitcloud will process such data in accordance with this Agreement, applicable data protection law, applicable platform requirements, and Customer’s authorized instructions. Where Bitcloud acts as a technology provider for a connected third-party platform, Platform Data is processed on behalf of and at the direction of Customer for Customer’s authorized purposes and in accordance with applicable platform requirements.
7.2 Customer Responsibilities
Customer is responsible for providing legally required notices and obtaining rights, permissions, and lawful bases necessary for Customer Data and for Customer’s use of the Services and connected Third-Party Services.
7.3 Security
Bitcloud maintains reasonable administrative, technical, and organizational safeguards designed to protect Customer Data against unauthorized access, loss, misuse, alteration, or disclosure. No system or transmission method is completely secure, and Bitcloud does not guarantee absolute security.
7.4 International Processing
Customer acknowledges that Customer Data may be processed in Canada, the United States, or other jurisdictions in which Bitcloud or its service providers operate, subject to applicable law and contractual requirements.
7.5 Data Processing Terms
Where applicable, additional data processing terms or a data processing addendum made available or agreed by Bitcloud will apply to the processing of personal information on Customer’s behalf.
8. Third-Party Services and Integrations
The Services may integrate or interact with Third-Party Services. Customer authorizes Bitcloud to access and process information made available through such Third-Party Services within the permissions Customer grants.
Customer is responsible for its accounts, permissions, compliance, and contractual relationship with Third-Party Services. Bitcloud does not control and is not responsible for Third-Party Services, including their availability, security, functionality, changes, suspension, discontinuation, policies, or data practices.
Changes or actions by a Third-Party Service may affect the availability or functionality of the Services. Bitcloud will not be liable for failures, limitations, interruptions, or losses caused by a Third-Party Service except to the extent such liability cannot be excluded under applicable law.
9. Confidentiality
9.1 Obligations
Each party will use reasonable care to protect the other party’s Confidential Information and will use such information only as necessary to perform or receive the Services or exercise rights under this Agreement.
9.2 Exclusions
Confidential Information does not include information that the receiving party can demonstrate: (a) is or becomes public without breach of this Agreement; (b) was lawfully known without restriction before disclosure; (c) is lawfully received from a third party without confidentiality obligation; or (d) is independently developed without use of the disclosing party’s Confidential Information.
9.3 Required Disclosure
A party may disclose Confidential Information where required by law, legal process, or governmental order and, where legally permitted, will provide reasonable notice to the other party.
10. Warranties and Disclaimers
10.1 Authority
Each party represents that it has authority to enter into this Agreement.
10.2 Customer Warranties
Customer represents that it has the rights and permissions necessary to use Customer Data and Third-Party Services in connection with the Services and that its use of the Services will comply with applicable law and third-party rights.
10.3 Disclaimer
To the maximum extent permitted by law, the Services are provided “as is” and “as available.” Bitcloud disclaims all express, implied, statutory, and other warranties, including warranties of merchantability, fitness for a particular purpose, title, non-infringement, uninterrupted availability, error-free operation, or that any output, recommendation, response, result, or business outcome will be accurate, complete, or achieved.
Bitcloud does not warrant that Third-Party Services will remain available, compatible, or unchanged.
11. Limitation of Liability
11.1 Exclusion of Certain Damages
To the maximum extent permitted by law, Bitcloud and its Affiliates will not be liable for indirect, incidental, consequential, special, exemplary, or punitive damages, or for loss of profits, revenue, business, goodwill, anticipated savings, data, or business opportunities, arising out of or relating to the Services or this Agreement, even if advised of the possibility of such damages.
11.2 Liability Cap
To the maximum extent permitted by law, Bitcloud’s total aggregate liability arising out of or relating to this Agreement or the Services will not exceed the Fees actually paid by Customer for the affected Services during the twelve (12) months immediately preceding the event first giving rise to the claim.
11.3 Customer and Third-Party Matters
Bitcloud will not be liable for fines, penalties, losses, or claims resulting from Customer’s failure to comply with applicable law, Customer’s misuse of Customer Data, Customer’s acts or omissions, or the acts, omissions, changes, outages, restrictions, or policies of Third-Party Services, except to the extent liability cannot lawfully be excluded.
11.4 Exceptions
Nothing in this Agreement excludes or limits liability to the extent such liability cannot be excluded or limited under applicable law. Customer’s payment obligations and liability for unauthorized use of Bitcloud’s intellectual property are not limited by this Section.
12. Term and Termination
12.1 Term
This Agreement begins when Customer first accepts it or begins using a Service and continues while Customer has access to or uses any Service, unless terminated in accordance with this Agreement.
12.2 Customer Termination
Customer may cancel or terminate a Service in accordance with the applicable Order, account settings, marketplace process, or other purchasing channel. Unless otherwise stated or required by law, termination does not entitle Customer to a refund of Fees already paid.
12.3 Bitcloud Termination
Bitcloud may terminate this Agreement or an affected Service where Customer materially breaches this Agreement, fails to pay applicable Fees, uses the Services unlawfully or fraudulently, creates a material security or operational risk, becomes insolvent, or where termination is required by law or a Third-Party Service necessary to provide the affected Service. Bitcloud may also discontinue an affected Service upon reasonable notice where continued provision of that Service is no longer commercially or technically practicable.
12.4 Effect of Termination
Upon termination of a Service, Customer’s right to use that Service ends. Amounts accrued before termination remain payable. Provisions that by their nature should survive termination, including provisions relating to intellectual property, confidentiality, fees, limitation of liability, dispute resolution, and miscellaneous matters, will survive.
12.5 Customer Data
Following termination or disconnection of a Service, Customer Data will be retained, made available for export where applicable, deleted, anonymized, or otherwise handled in accordance with the applicable Service, Bitcloud’s retention practices, Privacy Policy, applicable platform requirements, and applicable law. Platform Data will be deleted when required by applicable platform terms, policies, or law.
13. Governing Law and Dispute Resolution
13.1 Governing Law
This Agreement is governed by the laws of the Province of Ontario and the federal laws of Canada applicable therein, without regard to conflict-of-law principles.
13.2 Informal Resolution
Before initiating formal proceedings, the parties will attempt in good faith to resolve a dispute through informal discussions for thirty (30) days after written notice. Notices to Bitcloud regarding disputes must be sent to legal@bestchat.com.
13.3 Courts
Subject to applicable law, the parties submit to the exclusive jurisdiction of the provincial and federal courts located in Toronto, Ontario, Canada for disputes arising out of or relating to this Agreement or the Services.
13.4 Class Proceedings
To the extent permitted by applicable law, disputes will be resolved on an individual basis and not through class, collective, consolidated, or representative proceedings.
14. Force Majeure
Neither party will be liable for failure or delay in performance, other than payment obligations, caused by events beyond its reasonable control, including natural disasters, war, terrorism, civil unrest, labor disputes, epidemics or pandemics, governmental action, utility or network failures, cyber incidents not caused by that party’s failure to use reasonable safeguards, or failures of third-party infrastructure or platforms.
15. Miscellaneous
15.1 Entire Agreement and Additional Terms
This Agreement, together with applicable Orders, data processing terms, and any additional terms expressly agreed for a particular Service, constitutes the agreement between the parties regarding the Services and supersedes prior agreements concerning the same subject matter.
An Order or other purchasing document modifies or overrides this Agreement only to the extent it expressly states that it modifies or overrides a specific provision of this Agreement. Subject to the foregoing, if there is a conflict, any expressly applicable supplemental or data processing terms will control over this Agreement solely with respect to their subject matter.
15.2 Severability
If any provision is held invalid or unenforceable, it will be modified or limited to the minimum extent necessary, and the remaining provisions will continue in effect.
15.3 No Waiver
A failure or delay to exercise a right does not waive that right.
15.4 Assignment
Customer may not assign or transfer this Agreement without Bitcloud’s prior written consent. Bitcloud may assign this Agreement to an Affiliate or in connection with a merger, acquisition, reorganization, financing, or sale of all or substantially all of the relevant business or assets.
15.5 Relationship
The parties are independent contractors. This Agreement does not create a partnership, joint venture, employment, franchise, fiduciary, or agency relationship between the parties.
15.6 No Third-Party Beneficiaries
Except as expressly provided in this Agreement, there are no third-party beneficiaries.
15.7 Notices
Legal notices to Bitcloud must be sent to legal@bestchat.com. Notices to Customer may be sent to the email address associated with Customer’s Account, through the applicable Service, or through the applicable purchasing platform.
15.8 Headings
Headings are for convenience only and do not affect interpretation.
15.9 Language
This Agreement is written in English. Any translation is provided for convenience only, and the English version controls to the extent permitted by applicable law.