SaaS Services Agreement
This SaaS Services Agreement (“Agreement”) is entered into by signing a separate proposal between Bbot, Inc., and the Customer (“Customer”). Sometimes the contract will come from another company such as Sevenrooms, Inc., and Customer will still be subject to these terms and conditions if their contract contains provisions notifying Customer. This agreement includes and incorporates an Order Form as well as the Terms and Conditions and contains, among other things, warranty disclaimers, liability limitations and use limitations. 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.
Customer agrees to Service Level Agreements consistent with signed proposal.
Terms and Conditions
1. SaaS Services and Support
1.1 Bbot, Inc. offers the service described on the applicable order form (the “Service”). 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, Inc. shall provide the Service specified in the applicable order form pursuant to this Agreement. The service includes any software updates thereto that Bbot, Inc. may make available to Customer for installation or download in connection with the Service (“Software”).
1.2 Subject to the terms hereof, Bbot, Inc. will provide Customer with reasonable support services in accordance with Bbot, Inc.’s standard practice.
1.3 From time to time, Bbot, Inc. 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 attached Order Form.
1.4 By using Bbot, Inc.’s Smart Ordering service, Customer retains ultimate responsibility of the 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.
2. Restrictions and Responsibilities
2.1 Customer will not, directly or indirectly: 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, documentation or data related to the Services; modify, translate, or create derivative works based on the Services or any Software (except to the extent expressly permitted by Bbot, Inc. or authorized within the Services); use the Services or any Software for timesharing or service bureau purposes or otherwise for the benefit of a third; or remove any proprietary notices or labels. Bbot, Inc. hereby grants Customer a non-exclusive, non-transferable, non-sublicensable license to use such Software during the Term only in connection with the Services.
2.2 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.
2.3 Customer represents, covenants, and warrants that Customer will use the Services only in compliance with Bbot, Inc.’s standard published policies then in effect (the “Policy”) and all applicable laws and regulations. Customer hereby agrees to indemnify and hold harmless Bbot, Inc. against any damages, losses, liabilities, settlements and expenses (including without limitation costs and attorneys’ fees) in connection with any claim or action that arises from an alleged violation of the foregoing or otherwise from Customer’s use of Services. Although Bbot, Inc. has no obligation to monitor Customer’s use of the Services, Bbot, Inc. may do so and may prohibit any use of the Services it believes may be (or alleged to be) in violation of the foregoing.
2.4 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, Inc.. 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.
2.5 Customer agrees (a) to participate in reasonable marketing activities that promote the benefits of the Service to potential customers, and (b) to Bbot, Inc.’s use of Customer’s Marks on Bbot, Inc.’s website and in Bbot, Inc.’s promotional materials. Customer further agrees that Bbot, Inc. may disclose that Customer is a customer of Bbot, Inc.
2.6 Customer agrees to allow Bbot permission to use default credentials to log into your local network and access your printers for troubleshooting and support
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 or financial information relating to the Disclosing Party’s business (hereinafter referred to as “Proprietary Information” of the Disclosing Party). Proprietary Information of Bbot, Inc. includes non-public information regarding features, functionality and performance of the Service. Proprietary Information of Customer includes non-public data provided by Customer to Bbot, Inc. to enable the provision of the Services (“Customer Data”). The Receiving Party agrees: (i) to take reasonable precautions to protect such Proprietary Information, and (ii) 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 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 any Proprietary Information of the Disclosing Party or (e) is required to be disclosed by law.
3.2 Customer shall own all right, title and interest in and to the Customer Data. Bbot, Inc. 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 Implementation Services or support, and (c) all intellectual property rights related to any of the foregoing.
3.3 Notwithstanding anything to the contrary, Bbot, Inc. 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, Inc. will be free (during and after the term hereof) to (i) 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, Inc. offerings, and (ii) disclose such data in de-identified form in connection with its business. No rights or licenses are granted except as expressly set forth herein.
4. Payment of Fees
4.1 Customer will pay Bbot, Inc. the then applicable fees described in the Order Form for the Services and Implementation 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, Inc. 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 or the current renewal term, upon thirty (30) days prior notice to Customer (which may be sent by email). If Customer believes that Bbot, Inc. has billed Customer incorrectly, Customer must contact Bbot, Inc. no later than 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, Inc.’s customer support department.
4.2 Bbot, Inc. may choose to bill through an invoice, in which case, full payment for invoices issued in any given month must be received by Bbot, Inc. 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, Inc.’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. "Guest" means an individual that orders products or services from Customer through the Service. "Payment Processor" means Stripe, Inc.
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 a Guest with the product or service that the Guest ordered, Bbot reserves the right to provide a refund to the Guest for the product or service. If a Guest'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.
6. Term and Termination
6.1 Subject to earlier termination as provided below, this Agreement is for the Initial Service Term as specified in the Order Form, 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.
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. 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
Bbot, Inc. shall use reasonable efforts consistent with prevailing industry standards to maintain the Services in a manner which minimizes errors and interruptions in the Services and shall perform the Implementation Services in a professional and workmanlike manner. Services may be temporarily unavailable for scheduled maintenance or for unscheduled emergency maintenance, either by Bbot, Inc. or by third-party providers, or because of other causes beyond Bbot, Inc.’s reasonable control, but Bbot, Inc. shall use reasonable efforts to provide advance notice in writing or by e-mail of any scheduled service disruption. However, Bbot, Inc. 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 AND IMPLEMENTATION SERVICES ARE PROVIDED “AS IS” AND COMPANY 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, EXCEPT FOR BODILY INJURY OF A PERSON, COMPANY 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 OR CONSEQUENTIAL DAMAGES; (C) FOR ANY MATTER BEYOND COMPANY’S REASONABLE CONTROL; OR (D) FOR ANY AMOUNTS THAT, TOGETHER WITH AMOUNTS ASSOCIATED WITH ALL OTHER CLAIMS, EXCEED THE FEES PAID BY CUSTOMER TO COMPANY FOR THE SERVICES UNDER THIS AGREEMENT IN THE 12 MONTHS PRIOR TO THE ACT THAT GAVE RISE TO THE LIABILITY, IN EACH CASE, WHETHER OR NOT COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
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, Inc.’s prior written consent. Bbot, Inc. 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, Inc. 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 Pittsburgh without regard to its conflict of laws provisions.
10. Credit Card Processing Fees
Our base processing rate is based on stripe fees, plus a nominal per order fee depending on your venue and your use case. This per order fee is found in your signed proposal.