Terms of Service
Subscription – An Overview
- Units: ServisBOT provides Subscription Services based on certain metrics such as the number of transactions,
messages, customer cases, Bots, capacity limits, Platform features and other metrics applicable to your
deployment and usage of the ServisBOT Subscription Services (these metrics collectively are referred to as
“Units”). If your utilization or deployment of one or more ServisBOT Subscription Services exceeds the number of
Units purchased, additional fees as agreed to by the Parties may apply.
- Subscription Services: For each Subscription that you purchase, ServisBOT provides you one or more of the
- Application Services: Access to the ServisBOT development and hosting environment (the “Platform”) for the purpose
of developing, testing and managing bot applications that You develop for use by Your employees and/or Your
customers (“Applications” or “Bots”). The Application Services may include access to (a) certain application
programming interfaces (“APIs”); (b) other forms of ServisBOT developed documentation, digital content, data,
text, images, ServisBOT logos and trademarks, user interface designs and other creative designs, audio and video (
“Platform Content”); (c) ServisBOT templates made available from time to time for use in connection with the
Services (“Bot Templates”); and (d) certain ServisBOT software code contained in the ServisBOT client libraries (
“Device Code”). Together the APIs, Platform Content, Application Templates and Device Code are referred to as
- Support Services: our Support Services Terms are available at Appendix 1.
- Hosting Services: Access to infrastructure and services required to host Your Applications.
Collectively, the Application Services, Support Services and Hosting Services are sometime referred to in this
Subscription Agreement as the “Subscription Services”.
- Your Account. You will be required to create an account, or one will be created for you (“Your Account”). You may
provide access through Your Account to one or more “Authorized Users” which may be your employees or independent
contractors acting on your behalf. You must maintain the confidentiality of any passwords to Your Account
information and are solely responsible for all activities and/or actions that occur with respect to Your Account.
- Your Use. You agree to use (and to procure that your authorized users use) the Subscription Services in
accordance with, and to comply with, all applicable laws and regulations and the terms of this Subscription
Agreement. You are solely responsible for determining the suitability of the Subscription Services for your use.
If you develop Applications that operate in conjunction with the ServisBOT Subscription Services for and on
behalf of any third party, ServisBOT may require the third party to obtain Subscription Services from ServisBOT
whereby such use is subject to the terms and conditions of this Subscription Agreement. You are solely
responsible for the actions of your authorized users.
ServisBOT Services and License
- Rights in the Subscription Services. ServisBOT and its licensors own all of the right, title and interest in and
to the ServisBOT Content and Subscription Services including all modifications, enhancements, or derivative works
thereof, as well as any and all intellectual property rights therein.
- Restrictions on Services. You shall not (i) sublicense, sell, lease, transfer, rent, distribute or redistribute
the Subscription Services; (ii) reverse engineer, decompile, disassemble or reengineer the Subscription Services
except to the extent such conduct is permitted under applicable law notwithstanding this restriction; (iii)
remove or modify any of the copyright, trademark or other proprietary notices contained in the Subscription
Services; (iv) modify or create derivative works of the Subscription Services except in connection with the
developing, testing and managing of Applications as contemplated by this Subscription Services Agreement, (v)
copy the Subscription Services, other than as may otherwise be permitted pursuant to an applicable software
license or (vi) use the Subscription Services to create products or services that compete with any of the
Subscription Services (vii) use the Subscription Services in a manner that constitutes defamation, invasion of
privacy or publicity, (vii) use the Subscription Services in whole or in part for any purpose except as expressly
provided for under this Subscription Agreement or (viii) use the Subscription Services for any illegal or
- License to Use Software. To the extent that ServisBOT Content does not contain a separate license agreement in
the “LICENSES.txt” file, ServisBOT hereby grants to you for the Term a non-exclusive, royalty-free,
non-transferable (except to your affiliates, successors and permitted assigns) right and license, to use the
ServisBOT Content in connection with the Subscription Services. ServisBOT grants you a license to distribute
Device Code in any Application that you develop in connection with the Subscription Services in accordance with
this Subscription Agreement, subject to the restrictions set forth below.
- Open Source License. There are components of the ServisBOT Content that are distributed under open source
licenses (“Open Source Software”) and your use of the Open Source Software is governed by the applicable open
source license agreements contained in the “LICENSES.txt” file and the terms of this Subscription Agreement are
not intended to interfere with any rights you may receive under the applicable Open Source Software license.
- APIs. You may use any documented APIs disclosed in the documentation for the Subscription Services solely for the
purpose of integrating your content with the Subscription Services and in developing, testing and managing
Applications and for no other purpose during the Term. You acknowledge that ServisBOT may change, deprecate or
republish APIs from time to time, but not to the extent API’s no longer provide the intended functionality and
that it is your responsibility to ensure that calls you make to any Subscription Service are compatible with
then-current APIs for the Service.
- Your Content. You retain ownership of your content. You are solely responsible for the use and deployment of your
content in connection with the Subscription Services in compliance with this Subscription Agreement and all
applicable laws and licenses. You agree to remove promptly any of your content that violates these terms.
ServisBOT will not be responsible under any circumstances for any claims, damages or other actions relating to
your content. You must immediately respond to any notice you receive claiming that your content violates a third
party’s rights and take corrective action, which may include but is not limited to promptly removing any of your
- Your License Grant to ServisBOT. During the term of this Subscription Agreement you grant to ServisBOT and to any
third-party providers on whose services ServisBOT may depend to provide the Subscription Services, a, worldwide,
non-exclusive, sublicensable, royalty-free license to make, use, reproduce, distribute, import, perform and
display your content solely for the purpose of providing or improving the Subscription Services to you.
Third Party Offerings There may be third party software and/or services that interoperate with the Platform (
“Third-Party Offering(s)”). ServisBOT provides no warranty, may not support and may not have confirmed the validity,
functionality or screened the content of any such Third-Party Offerings. Any use is at your own risk. Third-Party
Offerings are governed by, and you agree to abide by, their relevant terms and conditions. ServisBOT and its
licensors/vendors have no obligations or liability with respect to Third-Party Offerings.
Changes to the Subscription Services and Service Levels ServisBOT may and reserves the right to periodically update,
improve and/or discontinue certain functionality associated with the Subscription Services (including the underlying
platforms and application programming interfaces and/or application binary interfaces), but any such changes will not
materially degrade the functionality of the Subscription Services promised to Customer under this Subscription
Services Agreement. ServisBOT will use commercially reasonable efforts to provide notice of material changes
- Fees. Except as expressly set forth in Section 10 and Section 13, all fees are non-refundable. The rates in the
Order Form (the “Fees”) are valid for the initial twelve (12) month period of each Term and thereafter may be
subject to an automatic adjustment increase of up to Three percent (3 %) per year. Customer is responsible for
paying all taxes and all taxes are excluded from any Fees. If Customer is required by law to withhold any taxes
from Customer’s payment, the fees payable by Customer will be increased as necessary so that after making any
required withholdings, ServisBOT receives and retains (free from any liability for payment of taxes) an amount
equal to the amount it would have received had no such withholdings been made. Any late payments will be subject
to a service charge equal to 1.5% per month of the amount due or the maximum amount allowed by law, whichever is
- Promotions, Evaluations & Free Services. From time to time, ServisBOT may offer you certain promotional pricing,
evaluations or programs or certain Subscription Services without charge, which shall be limited in accordance
with the terms thereof.
Service Suspension & Termination
- Availability of Platform and Subscription Services. Notice of anticipated downtime to the Subscription Services,
shall be posted at status.ServisBOT.com.
- Downtime and Service Suspensions. Your access to and use of the Subscription Services may be temporarily
suspended for any reason, scheduled or unscheduled, including but not limited to (a) as a result of an event
described in Section 14.4 below, including without limitation power outages, system failures, system attacks,
legal requirements or other interruptions; (b) for scheduled downtime to permit ServisBOT to conduct maintenance
or make modifications to any Service; (c) if you or one or your authorized users breaches the terms of this
Subscription Agreement. ServisBOT will endeavor to provide you with commercially reasonable notice of any Service
Suspension and to post updates at status.ServisBOT.com.
- Termination. Upon termination of the Subscription Services, except as otherwise permitted under this Subscription
Agreement or any Order Form, you shall not be entitled to use, access or embed any Subscription Services, or
ServisBOT Content using the Subscription Services. Upon termination of your Subscription Services (other than due
to material breach by You) ServisBOT shall provide you with certain APIs in order to extract any of your content,
including any Applications and any Content created and or owned by your authorized users, from the ServisBOT
Platform for a period of thirty (30) days.
Data Transfer, Security & Confidentiality
- Data Transfer. In order to provide the Subscription Services, it may be necessary for your content or other
information to be transferred between ServisBOT, its affiliates, vendors and/or subcontractors, which may be
located worldwide. You agree that ServisBOT, its affiliates, vendors and/or subcontractors are acting as data
processors on your behalf, and you appoint us to process your content in order to provide the Subscription
Services to you. You will obtain any necessary consent from your authorized users, whose Personally Identifiable
Information (defined below) or other content you will be using in connection with the Subscription Services.
Subscription Services will be subject to and may be used in accordance with the ServisBOT Privacy Statement
at https://ServisBOT.com/privacy/ .
- Data Security. To the extent that you develop applications or place your content (documentation, digital content,
data, text, images, logos and trademarks, user interface designs and other creative designs, audio and video)
within the platform then you acknowledge and agree that you bear primary responsibility for adequate security,
protection and backup of your content and Applications.
ServisBOT strives to keep both the platform environment and your Content secure, but, given the nature of the
Internet, cannot guarantee that we will be successful at doing so. ServisBOT strongly encourages you, where
available and appropriate, to (a) use encryption technology to protect your Content and in particular Personally
Identifiable Information transmitted to and from, and while stored on, the Subscription Services, (b) routinely
archive your content, and (c) keep Applications or any software used or running with the Subscription Services
current with the latest security patches or updates. ServisBOT will have no liability to You for any unauthorized
access or use, corruption, deletion, destruction or loss of any of your content or Applications as a result of
your actions, negligence or the poor design of your applications.
- GDPR Data Processing. To the extent that ServisBOT transacts business in the European Union, including where the
personal data of an EU citizen is involved, each of the parties represent and warrant that it will comply with GDPR. The
GDPR-mandated data processing provisions outlining the rights and obligations of the parties as data controller and data
processor respectively are included in the data processing arrangement attached hereto at Appendix 2. If any of the
provisions of Appendix 2 conflict with the provisions of any term between the parties, then the provisions of Appendix 2
During the Term of this Subscription Agreement, ServisBOT shall maintain a formal security program materially in
accordance with industry standards that is designed to: (i) ensure the security and integrity of Customer Data; (ii)
protect against threats or hazards to the security or integrity of Customer Data; and (iii) prevent unauthorized access
to Customer Data
ServisBOT shall report any confirmed unauthorized or improper access to or use, handling or disclosure of Customer
Property, (collectively, “Security Breaches”) to Customer promptly upon discovery, both orally and in writing, but in no
event more than two (2) business days after ServisBOT confirms a Security Breach has occurred. ServisBOT will cooperate
with you to comply with any applicable laws and regulations, including, for example, those that require notification of
individuals whose Personally Identifiable Information may have been compromised. “Personally Identifiable Information”
means any information relating to an identified or identifiable natural person (in particular, pursuant to article 4(1)
of Regulation (EU) 2016/679 of 27 April 2016 (GDPR)). ServisBOT shall conduct a root cause analysis and, upon request,
will share the results of its analysis and its remediation plan with Customer.
- Termination. You may cancel the Subscription Services for any reason, without penalty by providing written notice
to ServisBOT at least ninety (90) days prior to the annual renewal date. Either party may terminate if (a) a
breaching party has been given thirty (30) days written notice of a breach and fails to cure such breach to the
other party’s reasonable satisfaction within such time period. Upon such termination by Customer, ServisBOT shall
refund un-used Subscription Fees received; (b) upon any material breach by the other party, including but not
limited to, a failure to pay the Fees when due; (c) subject to applicable law, upon the other party’s
liquidation, commencement of dissolution proceedings, disposal of its assets, failure to continue its business,
appointment of a receiver for all or any portion of it business or operations, assignment for the benefit of
creditors, or if it becomes the subject of a voluntary or involuntary bankruptcy or similar proceeding.
- Effect of Termination Notwithstanding termination, sections 9, 11, 12, 13 and 14 shall continue to be effective
after this Subscription Agreement is terminated, and subject to Customer’s right to refunds as provided herein,
any Fees and other amounts accrued and owed to ServisBOT in respect to Services delivered prior to the effective
time of termination that remain unpaid shall continue to be owed to ServisBOT notwithstanding termination of this
Subscription Agreement for any reason.. Upon termination of the Services,(a) all rights granted to you hereunder
shall immediately and without further action by ServisBOT revert to ServisBOT; (b). You shall not be entitled to
use, access or embed any Subscription Services using the ServisBOT Service; (c). You shall not be permitted to
retain any copies of content or code provided by ServisBOT through the Services for use or for any purpose; and (
d). You shall agree to promptly return all copies of such content or code provided by ServisBOT to ServisBOT.
Limited Warranty NOTHING IN THIS SUBSCRIPTION AGREEMENT, INCLUDING SECTIONS 11 AND 12, SHALL EXCLUDE OR LIMIT
SERVISBOT’S WARRANTY OR LIABILITY FOR LOSSES WHICH MAY NOT BE LAWFULLY EXCLUDED OR LIMITED BY APPLICABLE LAW.
SERVISBOT HEREBY REPRESENTS AND WARRANT TO YOU THAT (I) THE SERVICES WILL BE PROVIDED TO YOU IN ACCORDANCE WITH
APPLICABLE LAW AND WITH GENERALLY ACCEPTED INDUSTRY STANDARDS, (II) IT SHALL USE COMMERCIALLY REASONABLE EFFORTS TO
PROVIDE THE SERVICES, AND (III) NONE OF THE SERVICES SHALL INFRINGE OR VIOLATE ANY INTELLECTUAL PROPERTY RIGHTS OF
ANY THIRD PARTY(IES).
EXCEPT AS OTHERWISE SET FORTH ABOVE, SERVISBOT, ITS SUBSIDIARIES AND AFFILIATES, AND ITS LICENSORS MAKE NO ADDITIONAL
EXPRESS WARRANTIES AND DISCLAIM ALL IMPLIED WARRANTIES OF ANY KIND WHATSOEVER REGARDING THE SERVISBOT SERVICES,
INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. THE
SUBSCRIPTION SERVICES ARE PROVIDED “AS IS”. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, SERVISBOT, ITS
SUBSIDIARIES AND AFFILIATES, AND ITS LICENSORS DO NOT REPRESENT OR WARRANT TO YOU THAT: (A) YOUR USE OF THE SERVISBOT
SERVICES WILL MEET YOUR REQUIREMENTS, (B) YOUR USE OF THE SERVISBOT SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE OR
FREE FROM ERROR, AND (C) USAGE DATA DERIVED FROM CUSTOMERS INPUT PROVIDED THROUGH THE SERVISBOT SERVICES WILL BE
ACCURATE. THIS SECTION SHALL BE ENFORCEABLE TO THE MAXIMUM EXTENT PERMITTED BY LAW.
- Limitation of Liability No liability shall attach to either party, its’ affiliates or licensors in respect of any
claim by either party for breach of this subscription agreement to the extent that such claim arises out of or is in
respect of indirect or consequential loss, loss of opportunity, loss of goodwill, loss of profits and/or loss of
revenue. In any event, either party’s liability to the other party for any claim or claims shall not exceed the
amount of Fees paid in the 12 months preceding the claim.
The afore stated limitations and exclusions shall not apply: To a) to either party’s indemnification obligations
pursuant to Section 13: (b) from violation of a party’s obligations of confidentiality to the other party under Section
14.6 of this subscription services agreement or otherwise; or to either party’s fraud, criminal actions or omissions,
gross negligence, or willful misconduct.
- IP Infringement and indemnity ServisBOT will defend Customer from and against any claim by a third party alleging
that a Service when used as authorized under this Subscription Agreement infringes a Worldwide. patent, Worldwide.
copyright, or Worldwide trademark and will indemnify and hold harmless Customer from and against any damages and
costs finally awarded against Customer or agreed in settlement by ServisBOT (including reasonable attorneys' fees)
resulting from such claim, provided that ServisBOT will have received from Customer: (i) prompt written notice of
such claim (but in any event notice in sufficient time for ServisBOT to respond without prejudice); (ii) the
exclusive right to control and direct the investigation, defense and settlement (if applicable) of such claim; and (
iii) all reasonable cooperation of Customer. ServisBOT will not settle any claim without Customer’s prior written
consent, which shall not be unreasonably withheld or delayed. If Customer’s use of a Service is (or in ServisBOT’s
opinion is likely to be) enjoined, if required by settlement or if ServisBOT determines such actions are reasonably
necessary to avoid material liability, ServisBOT may, in its sole discretion: (a) substitute substantially
functionally similar products or services; (b) procure for Customer the right to continue using such Service; or
if (a) and (b) are not commercially reasonable, (c) terminate this Subscription Agreement and refund to Customer the
fees paid by Customer for the portion of the Subscription Term that was paid by Customer but not rendered by
ServisBOT. The foregoing indemnification obligation of ServisBOT will not apply: (1) if such Service is modified by
any party other than ServisBOT, but solely to the extent the alleged infringement is caused by such modification; (
2) if such Service is combined with products or processes not provided by ServisBOT in a manner not contemplated
hereby, but solely to the extent the alleged infringement is caused by such combination; (3) to any unauthorized use
of such Service by Customer, but only to the extent that such unauthorized use caused the alleged infringement; (4)
to any action arising as a result of Customer Data or any third-party deliverables or components contained within
such Service; (5) to the extent the alleged infringement is not caused by the particular technology or
implementation of the Service but instead by features common to any similar product or service; or (6) if Customer
settles or makes any admissions with respect to a claim without ServisBOT’s prior written consent. THIS SECTION 13
SETS FORTH SERVISBOT’s SOLE LIABILITY AND CUSTOMER’S SOLE AND EXCLUSIVE REMEDY WITH RESPECT TO ANY CLAIM OF
INTELLECTUAL PROPERTY INFRINGEMENT.
- Entire Agreement This Subscription Agreement constitutes the entire understanding and agreement between the
parties and supersedes all prior agreements, arrangements, letters and discussions between the parties. This
Subscription Agreement may be amended or modified, and the observance of any term hereof may be waived, only by a
written instrument duly executed by ServisBOT and Customer.
- Notices Any notice or other communication under this Subscription Agreement shall only be effective if it
delivered to the postal or email address indicated at the beginning of this Subscription Agreement, or such other
postal or email address as a party may notify to the other party from time to time.
- Waivers and Limitation of Actions No delay or omission in the exercise of any power or remedy available hereunder
shall impair or affect either party’s right to the exercise thereof. No action, regardless of form, arising out
of the transactions contemplated herein may be brought by either party more than one (1) year after the cause of
action has accrued.
- Force Majeure Neither Party shall not be liable for failing or delaying performance of its obligations resulting
from any condition beyond its reasonable control; provided, however, that the Party claiming force majeure
promptly notifies the other Party of the event of force majeure, the anticipated duration of such event, and the
steps taken to remedy the failure. The other Party will assist as reasonably necessary to remedy or mitigate the
failure. Should such event continue beyond thirty (30) days, this Subscription Agreement will terminate unless
extended by mutual written agreement of the parties.
- Governing Law This Subscription Agreement shall be construed and enforced in accordance with the laws of Ireland
and the parties hereby submit to the exclusive jurisdiction of the Irish courts.
- Assignment Neither party may assign any of its rights or obligations under this Subscription Agreement, whether
by operation of law or otherwise, without the prior written consent of the other party (not to be unreasonably
withheld) except in the case for an assignment with a change in control of either party. This subscription
agreement shall be binding upon and inure to the benefit of the parties’ successors and permitted assigns.
- Confidentiality The parties agree to maintain as confidential and secret all confidential information exchanged
between the parties and to use such confidential information only for the purposes of this Subscription Agreement
unless otherwise agreed by the parties in writing.