Butter.ai Customer Terms of Service

Effective: September 26, 2017

Welcome to Butter.ai! We’re excited you’re here. These Customer Terms of Service (the “Terms”), including the Mandatory Arbitration Provisions, provide the terms and conditions under which Butter AI Corporation ("Butter.ai") permits your use of the Butter.ai personal assistant (the “Service”). Please review these Terms carefully.

Our Customer

These Terms are a contract between Butter.ai and our Customer. The “Customer” is either (i) an individual using the Service by themselves, (ii) the initial individual subscriber for the Service who invites other individuals to join the initial subscriber’s group, where that group of individuals is not part of the same business or organization, or (iii) a business or organization, where an individual registers on behalf of that business or other organization with an email address using the domain of such business or organization.

These Terms are our Contract

These Terms form a contract between Butter.ai and our Customer. (Note that we will sometimes refer to Butter.ai in these Terms as “we,” “us” or “our” and to our Customer as “you” or “your”.) If you register for the Service or purchase a subscription on behalf of a group, business or other organization (i.e., the Customer), you are representing to Butter.ai that you have the necessary authority to enter into these Terms on behalf of such Customer, so please be sure that you have such authorization before proceeding.

Please note that in addition to these Terms, each user of the Service also agrees to be bound by our User Terms of Service provided below, which provides additional contract terms governing each individual’s access and use of the Service. We understand that certain Customers are subject to unique legal requirements due to their status or use of the Service. Accordingly, certain Customers, such as government agencies, will find additional Applicable Customer Terms set out below, which are deemed to be incorporated in these Terms where applicable. Finally, we may agree with a Customer to supplement these Terms with a specific Order Form entered into between Customer and a Butter.ai authorized representative (an “Order Form”), in which event the terms in such Order Form shall also be incorporated into these Terms. You acknowledge and agree to be legally bound by these Terms and User Terms of Service, as applicable, by accessing or using the Service.

Privacy Policy

All information Butter.ai obtains in connection with your use of the Service will be treated according to the provisions of our Privacy Policy, which is incorporated as part of these Terms. Your use of the Service indicates your acknowledgement and acceptance that your information will be governed by such Policy.

Customer Management

Our Customer determines which individual users are authorized to use the Service under the Customer’s account (each user being a “Registered User”), and what content or information may be accessed or shared using the Service (“Customer Data”), and Customer may exclusively provide us with instructions on what to do with it. For example, Customer may provision or deprovision access to the Service, enable or disable third party integrations, and manage permissions. These choices and instructions may result in the access, use, disclosure, modification or deletion of certain or all Customer Data.

Customer will (i) inform Registered Users of all Customer policies and practices that are relevant to their use of the Service and of any settings that may impact the processing of Customer Data; and (ii) obtain all rights, permissions or consents from Registered Users and other Customer personnel that are necessary to grant the rights and licenses in these Terms and for the lawful use and transmission of Customer Data and the operation of the Service.

Customer can select and modify the number of its Registered Users and otherwise exercise its rights under these Terms.

You must have authority to add apps to your Slack account in order to enable use of the Butter.ai service. If your organization has an administrator of its Slack account, you may request that person to add Butter.ai to Slack.

Access to the Service

Obtaining a Subscription

Each Customer must obtain a subscription to access and use the Service for each Registered User. A subscription may be procured through the Service interface, or in some cases, via an Order Form. Please contact us at support@butter.ai for more information on procuring. Subscriptions commence when we make them available to Customer and continue for the term specified in the Service or in the Order Form, as applicable. Each subscription is for the Customer for a specified term and regardless of the timing of new Registered Users being added to the Customer’s account, although the pricing for the Customer will vary, as described below. You may be eligible to use the Service for an initial free trial subscription before purchasing a subscription. Please see our Pricing Page for information regarding subscriptions and pricing.

Ownership of the Service

We own and will continue to own our Service, including all related intellectual property rights. Subject to these Terms, Butter.ai hereby grants to Customer a nontransferable, nonexclusive license right to access and use the Service in accordance with these Terms, and to permit its Registered Users to access and use the Service in accordance with the User Terms, during the term of Customer’s subscription. Except for this license, Butter.ai retains all rights, title and interests in the Service. This license enables each Registered User to use the Service on one or more computing devices solely during the time of the applicable Customer’s subscription (either the initial free trial period or during any paid subscription) for the purpose of identifying and accessing data stored on third-party services Butter.ai identifies as being compatible with the Service, subject to such Registered User’s rights to access such third-party services.

The Customer, Registered User and Us

Customer is responsible for ensuring its Registered Users comply with these Terms and the User Terms. We may review conduct for compliance purposes, but we have no obligation to do so. We aren't responsible for the content of Customer Data (as defined below) or the way Customer or its Registered Users choose to use the Service, including any posts in the Service or any storage or processing of Customer Data in third-party services as the result of using the Butter.ai Service. The term "Customer Data" means any data and content you upload, post, transmit to or otherwise make available via the operation of the Service (which includes data you store or enable access to in the third-party services you elect to connect to the Butter.ai Service).

If we believe that there is a violation of these Terms or the User Terms that may be remedied by Customer’s removal of a portion of Customer Data or Customer’s disabling of any non-Butter.ai product or tool, we may ask Customer to take resolve the problem. However, we reserve the right to take what we determine to be appropriate action where Customer does not promptly remediate the problem, or if we believe there is a risk of harm to us, the Service, users, or any third party, or we believe we have a legal obligation to act.

AS BETWEEN CUSTOMER AND BUTTER, CUSTOMER AGREES THAT IT IS CUSTOMER’S RESPONSIBILITY TO (A) INFORM AUTHORIZED USERS OF ANY RELEVANT CUSTOMER POLICIES AND PRACTICES AND ANY SETTINGS THAT MAY IMPACT THE PROCESSING OF CUSTOMER DATA, AND ENFORCE SUCH POLICIES AND PRACTICES; (B) OBTAIN ANY RIGHTS, PERMISSIONS OR CONSENTS FROM AUTHORIZED USERS THAT ARE NECESSARY FOR THE LAWFUL USE OF CUSTOMER DATA AND THE OPERATION OF THE SERVICE; AND (C) RESPOND TO AND RESOLVE ANY DISPUTE WITH AN AUTHORIZED USER RELATING TO OR BASED ON YOUR DATA, THE SERVICE OR AN AUTHORIZED USER’S FAILURE TO FULFILL SUCH OBLIGATIONS.

Providing the Service to You

Availability

Butter.ai will endeavor to make the Service available 24 hours a day, 7 days a week, excluding such periods when the Service may be unavailable due to necessary maintenance, updates or other factors, and unanticipated downtime. We anticipate that Service unavailability will be infrequent and of very limited duration and should we know that there will be any extended unavailability, we will use reasonable efforts to provide advance notice to you. However, Butter.ai does not offer any guaranty or warranty that the Service will be available at all times, or that it will continue to be offered indefinitely.

Access and Processing Customer Data

We will not use or process Customer Data for any purpose without Customer’s instructions (except for those limited circumstances specified in our Privacy Policy. We consider our Service’s response to requests from Registered Users, and any processing related to such requests, or otherwise necessary for the performance of the Service, to constitute your “instructions.”

Changes

You are advised that Butter.ai may elect to modify the Service from time to time, including modifications to the Service’s functionality and substance. In addition, your purchase of a certain subscription to the Service does not entitle you to use any other service requiring a payment, including future enhanced or similar versions of the service that may replace the Service you have paid to use. Butter.ai may make these modifications and cease offering the Service from time to time, in its discretion.

Grant of Rights to Process Your Data

As between Butter.ai and our Customer (and its Registered Users), Customer will own all Customer Data. However, in order for us to legally process Customer Data in the manner necessary to provide the Service, you must grant Butter.ai certain rights with respect to Customer Data (as defined below) so that technical actions we take in operating the Service are not considered legal violations. For example, we need to be able to collect, process, transmit, store, copy and publish Customer Data in order to display it to you, to index it so you are able to search it, to make backups to prevent data loss, and so on. Your acceptance of these Terms and use of the Service gives us the permission to do so and grants us any such rights necessary to provide the Service to you, only for the purpose of providing the Service (and for no other purpose). This permission includes allowing us to use third-party service providers (such as Amazon Web Services) in the operation and administration of the Service and the rights granted to us are extended to these third parties to the degree necessary in order for the Service to be provided.

Working with Third-Parties

Butter.ai utilizes various skilled third-parties (“Service Providers”) to provide technical or other services relating to all or part of our fulfillment of the Service, and you hereby agree that such involvement by these Service Providers is acceptable. Please see our Privacy Policy to understand the extent to which any third-party may have access to Customer Data.

Protecting Your Data

The protection of Customer Data is a top priority for us so we will maintain administrative, physical, and technical safeguards designed to prevent unauthorized access, use, modification, deletion and disclosure of Customer Data by our personnel. We will endeavor to only share Customer Data, in accordance with our Privacy Policy, only with third-parties that maintain, at a minimum, reasonable data practices for maintaining the confidentiality and security of Customer Data and preventing unauthorized access. However, Customer acknowledges and agrees that Customer Data is stored with third-party service providers and, accordingly, Customer and not Butter.ai bears sole responsibility for adequate security, protection and backup of Customer Data in the possession or control of Customer or such third-party service providers (including Customer’s and such third-parties’ personnel and other representatives or agents), or when Customer chooses to use unencrypted gateways (e.g., IRC/XMPP clients) to connect to the Service.

Using Butter.ai with Third-Party Services

The Butter.ai Service is designed to work with multiple third-party services, but we may not have control over how our Service integrates from time to time with such services, and we do not control the operation of those services. Accordingly, you acknowledge and agree that (i) we are not responsible for the performance of such third-party services, including, without limitation, their use or treatment of your data therein; (ii) we are not responsible or liable for any content or other materials generated by such services or applications; (iii) we are not responsible for any technical inability to access Customer Data in such services via our Service; and (iv) we shall not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with use of or reliance on any such services or applications. Please ensure you have read and understand the applicable terms of service and privacy policy for each other service.

We assume you understand that you will need a computer or mobile device, access to such third-party services and potentially current releases of software, to enable you to use the Service. Naturally, the cost of your device(s), any fees for third-party services, and communications services are your responsibility, and Butter.ai provides no assurance as to the continuing compatibility or availability on your device(s) of those third-party services. If you are having problems using the Butter.ai Service, please contact us at support@butter.ai.

Payment Terms

Pricing

All subscriptions other than a free trial must be paid for in advance, and you must pay the amount we specify for the applicable service at our Pricing Page and/or any applicable Order Form. Payment obligations are non-cancelable and, except as expressly stated in these Terms, fees paid are non-refundable. If we agree to invoice Customer, full payment must be received within thirty (30) days from the invoice date.

Fees are stated exclusive of any taxes, levies, duties, or similar governmental assessments of any nature, including, for example, value-added, sales, use or withholding taxes, assessable by any jurisdiction (collectively, “Taxes”). You will be responsible for paying all Taxes associated with your purchases, except for those taxes based on Butter.ai’s net income.

Our Service prices do not include any third-party fees you incur in connection with using the Service including, without limitation, fees charged by your Internet access provider, any wireless carrier charges for cellular or data services and any other third-party services with which you may use the Service; you are responsible for selecting and managing these other services, and paying the fees for such services.

Autorenewal

Unless an Order Form provides otherwise, (i) all subscriptions automatically renew (without the need to go through the Service-interface “check-out” or execute a renewal Order Form) for additional periods equal to one (1) month or the preceding term, whichever is longer; and (ii) the per-user pricing during any automatic renewal term will remain the same as it was during the immediately prior term. Either you or us may notify the other of non-renewal at least thirty (30) days before the end of a subscription term to stop the subscriptions from automatically renewing.

Payment Methods

Butter.ai accepts certain debit and credit cards as well as other forms of cash payment (e.g., Paypal transfers) as acceptable payment methods for the Service (each, an “Accepted Payment Method”), subject to the procedures and rules contained in these Terms and any applicable contract with the Accepted Payment Method. Accepted Payment Methods may vary by country or by certain features of the Service and may change from time to time. When you purchase with an Accepted Payment Method, the fees for your Service will be billed on or near the date of your purchase. You agree that we may process your Accepted Payment Method on each monthly, annual or other renewal term (based on the applicable subscription term), on or near the calendar day corresponding to the commencement of your Service subscription, as applicable. See “Cancellation” below for information on how to cancel a Service subscription.

In order to facilitate the charging and payment for your subscription, you agree that we have permission to retain and/or share with financial institutions and payment processing firms (including any institutions or firms we retain in the future) information regarding your purchase and your submitted payment information in order to process your payment, and to use the email address submitted by you to provide you with notices and disclosures relating to renewals and recurring charges. If your Service subscription began on a day not contained in a subsequent month (e.g., your service began on January 30, and there is no February 30), Butter.ai will process your payment on or near the last day of such month. (This is what we mean by paying on an autorenewal basis.) See below for information describing what you must do to change your Accepted Payment Method.

Price Changes

We may change the price of any Service from time to time, and add new fees and charges for certain features or to reflect a change in business or legal rules, but we will provide you with advance notice of changes in recurring subscription fees. Any increase in charges for the same Service would not apply until the expiration of your then current subscription term, unless otherwise specifically provided in our notice to you, and would become effective no sooner than the next time you would be charged for that Service. If you do not agree to pay the new price or other applicable charges, you may elect not to renew the Service subscription before the price change goes into effect, which cancellation would be effective at the expiration of your then current subscription term. See “Cancellation” below for information on how to cancel a Paid Service subscription.

Paying our Payment Processor

When you purchase the Service, you are granting Butter.ai the irrevocable right and permission with respect to such purchase to provide your personal data and payment information to any third-party payment processor we contract with (such as Stripe and/or one of its financial service providers) on your behalf, and to grant such firm(s) (and/or one of their respective financial service providers) the rights to collect, use, retain, and disclose such data and information. In addition, you authorize Butter.ai to (i) obtain and verify your identity as necessary to complete financial transactions, and (ii) determine your eligibility and authority to complete such purchase.

Please note that your obligation for payment to, and relationship with, such payment processor is a contractual matter between you and such third-party; Butter.ai is not a party to, or responsible on account of, such contract. While we select our payment processors carefully and enter into detailed agreements imposing performance obligations (including confidentiality) on them, we cannot and do not guarantee their performance. We encourage you to provide any feedback regarding any payment processor with which you do business to us, as we value and use your input in determining whether to continue or end such relationships. If you have any concerns or problems with a payment processor, please contact us at support@butter.ai as promptly as you can.

Changes to Payment Methods and Account Information

You are responsible for ensuring that your account information, including your email address and all payment information (address, debit or credit card number and expiration date), is accurate and up to date. You may change this information at any time by logging in to your account through the Butter.ai website, accessing your account page and making the changes or by contacting support@butter.ai. If you have any difficulty making any change to the payment method, you must notify us by contacting support@butter.ai and demonstrating to our satisfaction your authority to change the payment method used for the Service.

If your credit card expires or the information is otherwise invalid, or you or another party controlling the payment method make changes to your billing account too close in time to when we charge for the Service subscription (so we cannot reasonably act on your changes prior to billing), we will probably not be aware of this, and we will bill the current charges to the card we had on record; the continuation of your Service subscription constitutes your authorization for us to do so, and you remain responsible for any uncollected amounts and any charges incurred by you or us as a result of billing to an invalid card.

Cancellation of a Service Subscription

You may elect to cancel your Service at any time. Except as otherwise provided in these Terms, any cancellation of the Service will be effective as of the end of the then-current subscription term. If you desire to cancel your subscription for the Service, you must notify us by contacting support@butter.ai and demonstrating to our satisfaction your authority to cancel the Customer’s subscription. If you are using the Service during any trial period without charge, you must cancel the Service prior to the end of the trial period in order to avoid incurring the charges for the a paid subscription for the Service.

If you are the authorized legal representative for a deceased or legally incapacitated individual or a legal entity that has been formally dissolved or otherwise ceased to be authorized to act for his, her, or its own account (without opportunity for revival), and you wish to cancel a Service subscription for such Customer, you must notify support@butter.ai and demonstrate to our satisfaction your authority to act on behalf of the Customer and request cancellation of the Service. We will cancel the Service subscription if you demonstrate to our satisfaction your legal authority to act and be legally responsible for such Customer and your ability to validate the details of the payment method used for such Service subscription.

We may cancel any Service subscription you have purchased if you fail to pay the applicable subscription fees and any applicable Taxes in full and in a timely manner according to these Terms or any agreement with a payment processor. A failure to pay occurs in any situation where Butter.ai has not received timely payment, including where any credit card issuer or payer bank refuses to transmit the funds that are then due, or the payment processor you have contracted with notifies us of your failure to pay. We may, in our discretion, elect not to cancel a Service subscription immediately for non-payment, in which case you will continue to be responsible for the fees due for the duration of the applicable subscription. In addition, if you fail to pay for a Service, we may elect to suspend your rights to use that Service or we may change the type of Service you have to a non-paid version of the Service, if applicable. We will endeavor to provide you notice promptly after any failure to make a payment to us in full and on time, but we are not obligated to do so.

Costs of Collection; Credit Card Chargebacks

In addition to the published fees for the Service, you agree to pay any reasonable costs we incur to collect any unpaid or past due amounts, including reasonable attorneys' fees and other associated costs. Delinquent payments will bear interest at the rate of 1% per month or the highest rate permitted under applicable law, whichever is less, from the payment due date until paid in full.

If you purchase a Service subscription with a credit card and then subsequently request your credit card issuer to reverse that payment, Butter.ai may be charged a fee that may be more than the amount we initially received. Accordingly, in order to enable you to pay relatively minor fees with a credit card, you acknowledge and agree that we reserve the right to suspend your ability to use the Service until such time as you reimburse us the amount of the fee we were charged by the card issuer.

Credits and Refunds

If you feel that your opportunity to use the Service was unreasonably diminished due to any cessation or modification of the Service, you may contact Butter.ai support by emailing support@butter.ai to request a refund or credit towards another Butter.ai service offering, if any. Butter.ai is under no obligation to provide such a refund or credit, and the amount of any such refund or credit shall be determined by Butter.ai, in its discretion. If Butter.ai does provide you with a credit, such credit will have no monetary or exchange value, and will not be transferable or refundable, and if provided with an expiration date by which it must be applied towards another Butter.ai service will expire and have no value after such date.

Feedback

We welcome your ideas, suggestions, and/or proposals relating to the Service (or other products or services Butter.ai might develop) and encourage you to provide them to us, including through our support channel at support@butter.ai or by other means (all such communications to be referred to collectively as “Feedback”). You acknowledge and agree: (i) Feedback does not contain confidential or proprietary information; (ii) Butter.ai is not under any obligation of confidentiality, express or implied, with respect to any Feedback; (iii) Butter.ai shall be entitled to use or disclose (or choose not to use or disclose) such Feedback for any purpose, in any way; (iv) Butter.ai may already have under consideration or in development ideas similar to or the same as such Feedback; (v) your Feedback automatically becomes Butter.ai’s property without any obligation to you; and (vi) you are not entitled to any accounting, compensation or reimbursement of any kind from Butter.ai under any circumstances. To be clear, Butter.ai shall be entitled to utilize all Feedback in any way without restriction or obligation to you. Without limiting these rights, you hereby grant Butter.ai a perpetual, worldwide, sublicensable, non-exclusive, fully-paid, royalty free license under all of your intellectual property rights to use without compensation or acknowledgment to you or others, any Feedback provided to Butter.ai, including the rights to make and sell products and services based on such Feedback.

Support and Updates

While Butter.ai expects to provide updates to the Service from time to time, and guidance on how to use the Service as it may be updated, Butter.ai shall not have any obligation to provide specific support to you with respect to the use or modifications of the Service.

We may share information about future enhancements or other changes to the Service, but you should not rely upon them when deciding to subscribe. Your decision to subscribe should be based upon the functionality available when you are making that decision, and not on the potential future functionality.

Term and Termination

The term of your subscription and rights to use the Service will terminate on the earlier of (i) notice of termination by Butter.ai to you, or you to Butter.ai, at any time. If Butter.ai terminates your right to use the Service prior to the end of the then-current subscription term without cause (i.e., the Customer, including its Registered Users, is/are not in violation of these Terms), Butter.ai shall refund the applicable pro rata portion of any fees paid by Customer for the portion of the subscription term after the date of termination. In all other circumstances, termination of the right to use the Service shall not require any refund of subscription fees paid to Butter.ai.

The rights and obligations under the sections of these terms entitled “Ownership of the Service,” “Costs of Collection; Credit Card Chargebacks,” “Feedback,” “Warranties, Disclaimers and Limitations,” “Indemnification,” “Governing Law,” “Resolving Disputes,” and “Miscellaneous,” (including all subsections under any bold-faced headings), the immediately preceding paragraph, this paragraph, and all obligations accrued and unsatisfied as of the termination of your subscription, shall continue to be binding notwithstanding the termination of your subscription.

Warranties, Disclaimers and Limitations

Warranties

Customer and Butter.ai each hereby represents and warrants to the other that it has validly entered into these Terms and has the legal power to do so. Customer further represents and warrants that it is responsible for the conduct of its Registered Users and their compliance with the terms of these Terms and the User Terms.

Disclaimers

BUTTER’S SERVICE AND ALL RELATED MATERIALS AND INFORMATION ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS WITHOUT ANY WARRANTIES OF ANY KIND, AND WE EXPRESSLY DISCLAIM ANY AND ALL WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY, TITLE, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. YOU ACKNOWLEDGE THAT WE DO NOT WARRANT THAT THE SERVICE WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE.

Liability Limitation

IN NO EVENT WILL THE AGGREGATE LIABILITY OF YOU OR BUTTER ARISING OUT OF OR RELATED TO THE OFFERING OR USE OF THE BUTTER SERVICE OR THESE TERMS (WHETHER IN CONTRACT OR TORT, OR UNDER ANY OTHER THEORY OF LIABILITY) EXCEED THE GREATER OF (X) US$25 OR (Y) THE TOTAL AMOUNT PAID BY YOU TO BUTTER IN THE TWELVE (12) MONTHS PRECEDING THE LAST EVENT GIVING RISE TO LIABILITY. THE FOREGOING WILL NOT LIMIT YOUR PAYMENT OBLIGATIONS UNDER THE “PAYMENT TERMS” SECTION ABOVE.

OTHER THAN IN CONNECTION WITH A PARTY’S INDEMNIFICATION OBLIGATIONS HEREUNDER, IN NO EVENT WILL EITHER BUTTER OR YOU HAVE ANY LIABILITY TO THE OTHER OR TO ANY THIRD PARTY FOR ANY LOST PROFITS OR REVENUES OR FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, COVER OR PUNITIVE DAMAGES HOWEVER CAUSED, WHETHER IN CONTRACT, TORT OR UNDER ANY OTHER THEORY OF LIABILITY, AND WHETHER OR NOT THE PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE FOREGOING DISCLAIMER WILL NOT APPLY TO THE EXTENT PROHIBITED BY APPLICABLE LAW.

You and we agree that: (i) the mutual agreements made in this Section reflect a reasonable allocation of risk and (ii) that each party would not enter into these Terms without these limitations on liability.

Indemnification

Customer DataCustomer will defend Butter.ai and its Service Providers (collectively, the “Butter.ai Indemnified Parties”) from and against any and all third party claims, actions, suits, proceedings, and demands arising from or related to Customer’s or any of its Registered Users’] violation of these Terms or the User Terms (a “Claim Against Us”), and will indemnify the Butter.ai Indemnified Parties for all reasonable attorney’s fees incurred and damages and other costs finally awarded against any Butter.ai Indemnified Parties in connection with or as a result of, and for amounts paid by any Butter.ai Indemnified Parties under a settlement Customer approves of in connection with, a Claim Against Us. We must provide Customer with prompt written notice of any Claim Against Us and allow Customer the right to assume the exclusive defense and control of such matter (unless it affects our intellectual property rights), and cooperate with any reasonable requests assisting Customer’s defense and settlement of such matter. This section states your sole liability with respect to, and the Butter.ai Indemnified Parties’ exclusive remedy against Customer for, any Claim Against Us.

Notwithstanding anything contained in the immediately preceding paragraph, (i) a Butter.ai Indemnified Party will always be free to choose its own counsel if it pays for the cost of such counsel; and (ii) no settlement may be entered into by Customer without the express written consent of the Butter.ai Indemnified Parties (such consent not to be unreasonably withheld), if (a) the third party asserting the claim is a government agency, (b) the settlement arguably involves the making of admissions by the Butter.ai Indemnified Parties, (c) the settlement does not include a full release of liability for the Butter.ai Indemnified Parties, or (d) the settlement includes terms other than a full release of liability for the Butter.ai Indemnified Parties and the payment of money.

Governing Law

These Terms, and any disputes arising out of or related hereto, will be governed exclusively by the internal laws of the State of California, without regard to its conflicts of laws rules or the United Nations Convention on the International Sale of Goods.

Resolving Disputes

We want to address any concerns you have without delay or unnecessary expense or conflict, so we encourage you to contact us at support@butter.ai as promptly as you can, and before filing a legal claim against us, and we will endeavor to resolve your concerns as expeditiously as possible by return email. Butter.ai provides its services to you on the condition that you accept the dispute resolution provisions described below, so if you initiate any claim against Butter.ai in any other manner, you shall be in violation of these Terms and you agree that Butter.ai shall be entitled to have such action dismissed or otherwise terminated and you agree to reimburse Butter.ai for its reasonable costs incurred in defending against such improperly initiated claim.

Venue

If we are unable to resolve your concern, you and Butter.ai agree that any judicial proceeding to resolve claims relating to these Terms or the Butter.ai services will be brought in the federal or state courts of San Francisco County, California, subject to the mandatory arbitration provisions below. Both you and Butter.ai consent to venue and personal jurisdiction in such courts. Butter.ai shall, however, have the right to seek relief in any court of competent jurisdiction in order to protect its proprietary rights in the Service. If you reside in a country (for example, European Union member states) with laws that give consumers the right to bring disputes in their local courts, this paragraph doesn't affect those requirements.

Alternative Dispute Resolution Process

Unless you are subject to the Mandatory Arbitration Provisions set out below, and subject to any applicable laws, if a claim arises between you and Butter.ai where the total value of such claim is less than US$10,000, the party initiating the claim may elect to have the dispute resolved pursuant to a binding arbitration process that does not require attendance in person. This “Alternative Dispute Resolution Process” shall be initiated by either of us sending notice to the other, in which event you and Butter.ai agree to use our reasonable efforts to agree within thirty (30) days upon an individual or service to manage the Alternative Dispute Resolution Process (the “Arbitration Manager”) according to the following requirements: (i) neither party shall be required to attend any proceeding in person, (ii) the proceeding will be conducted via written submissions, telephone or online communications or as otherwise agreed upon, (iii) the fees for the Arbitration Manager will be borne equally by the parties or be submitted to the Arbitration Manager to determine as part of the dispute and (iv) the judgment rendered by the Arbitration Manager may be entered in any court of competent jurisdiction for enforcement.

If you are a resident of the European Union (EU), please note that we offer this Alternative Dispute Resolution Process, but we cannot offer you the European Commission Dispute Platform as we do not have an establishment in the EU.

Mandatory Arbitration Provisions

If you reside in the United States or are otherwise subject to the US Federal Arbitration Act, you and Butter.ai agree to resolve any claims relating to these Terms or Butter.ai’s Service - except any dispute relating to the enforcement or validity of intellectual property rights - through final and binding arbitration by a single arbitrator, except as set forth under Exceptions to Agreement to Arbitrate below. This includes disputes arising out of or relating to interpretation or application of this "Mandatory Arbitration Provisions" section, including its enforceability, revocability, or validity. The Federal Arbitration Act governs the interpretation and enforcement of these Mandatory Arbitration Provisions.

You can decline this agreement to arbitrate by contacting us at support@butter.ai and clearly stating your election to opt out of arbitration, and providing the Customer name, email and physical addresses, within 30 days of the Customer first subscribing for the Service.

The American Arbitration Association (AAA) will administer the arbitration under its Commercial Arbitration Rules and the Supplementary Procedures for Consumer Related Disputes (to the extent applicable), as modified by these Mandatory Arbitration Provisions. You may review those rules and procedures, and obtain a form for initiating arbitration proceedings at the AAA's website. The arbitrator will decide the substance of all claims in accordance with the laws of the State of California, including recognized principles of equity, and will honor all claims of privilege recognized by law. The arbitrator's award shall be final and binding and judgment on the award rendered by the arbitrator may be entered in any court possessing jurisdiction over the parties, except for a limited right of appeal under the Federal Arbitration Act.

The arbitration will be held in the United States county where you live or work, San Francisco (CA), or any other location we agree to. If, however, the value of the relief sought is US$10,000 or less, either of us may elect to have the arbitration conducted by telephone or based solely on written submissions, which election shall be binding on us, subject to the arbitrator's discretion to require an in-person hearing. Attendance at an in-person hearing may be made by telephone by you and/or us, unless the arbitrator requires otherwise.

The AAA rules will govern payment of all arbitration fees. If the amount of the claim exceeds US$10,000 and you are able to demonstrate that the costs of arbitration will be prohibitive as compared to the costs of litigation, Butter.ai will pay as much of the filing, administration and arbitrator fees as the arbitrator deems necessary to prevent the arbitration from being cost-prohibitive. If the arbitrator determines the claim(s) you assert in the arbitration are frivolous, Butter.ai will not pay any of your fees and, if Butter.ai has paid any of your fees, you agree to reimburse Butter.ai for all such fees associated with the arbitration paid by Butter.ai on your behalf, which you otherwise would be obligated to pay under the AAA's rules.

We agree with you that there shall be exceptions to the requirement to resolve disputes under the Mandatory Arbitration Provisions, as described in this paragraph. Either you or Butter.ai may assert claims, if they qualify, in small claims court in San Francisco, California or any United States county where you live or work. In addition, either the Customer or Butter.ai may bring a lawsuit solely for injunctive relief to stop unauthorized use or abuse of the Services, or intellectual property infringement (for example, trademark, trade secret, copyright, or patent rights) without first engaging in arbitration or the informal dispute-resolution process described above. If the agreement to arbitrate is found not to apply to you or your claim, you agree to the exclusive jurisdiction of the state and federal courts in San Francisco County, California to resolve your claim.

No Class Actions

You may only resolve disputes with us on an individual basis, and may not bring a claim as a plaintiff or a class member in a class, consolidated, or representative action. Class arbitrations, class actions, private attorney general actions, and consolidation with other arbitrations aren't allowed. If this specific paragraph is held unenforceable, then the entirety of this "Mandatory Arbitration Provisions" section will be deemed void.

Special Notice for California Users

Under California Civil Code Section 1789.3, users of the Service from California are entitled to the following specific consumer rights notice: The Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs may be contacted in writing at 1625 North Market Blvd., Suite N 112, Sacramento, CA 95834, or by telephone at (916) 445-1254 or (800) 952-5210. You may of course contact us at support@butter.ai or send us a message to:

Butter AI Corporation
1266 Harrison Street
San Francisco, California 94103 USA
Attention: Legal Notice

Miscellaneous

Complete Agreement

These Terms, including the User Terms and all referenced pages and Order Forms, if applicable, constitutes the entire agreement between the parties and supersedes all prior and contemporaneous agreements, proposals or representations, written or oral, concerning its subject matter. Without limiting the foregoing, these Terms supersede the terms of any online agreement electronically accepted by Customer or any Registered Users. However, to the extent of any conflict or inconsistency between the provisions in these Terms and any other documents or pages referenced in these Terms, the following order of precedence will apply: (1) the terms of any Order Form (if any), (2) the portions of the Applicable Customer Terms that apply to Customer (if any), (3) these Terms and (4) finally any other documents or pages referenced in these Terms. Notwithstanding any language to the contrary therein, no terms or conditions stated in a Customer purchase order, vendor onboarding process or web portal, or any other Customer order documentation (excluding Order Forms) will be incorporated into or form any part of these Terms, and all such terms or conditions will be null and void.

Notices

Any notice required or permitted under these Terms must be in writing and delivered by email (i) to you at the email address provided by you when registering to use the Service (as updated by you within your account information in the Service) or (ii) to Butter.ai at legal@butter.ai. Butter.ai may also elect to provide notice to you by delivering a message within the Service. Notice shall be deemed to be received upon the date of delivery of the email or message. You agree that all notices and other communications that we provide to you electronically satisfy any legal requirement that such communications be in writing.

Publicity

Customer grants us the right to use Customer’s organization name and logo as a reference for marketing or promotional purposes on our website and in other public or private communications with our existing or potential customers, subject to Customer’s standard trademark usage guidelines as provided to us or published by Customer from time-to-time. We will abide by your wishes, however, if you notify us that you would prefer we not use you as a reference.

Force Majeure

Neither us nor Customer will be liable by reason of any failure or delay in the performance of any obligations on account of events beyond our reasonable control, which may include denial-of-service attacks, a failure by a Service Provider, strikes, shortages, riots, fires, acts of nature, war, terrorism, and governmental action.

Relationship of the Parties; No Third Party Beneficiaries

Customer and Butter.ai are independent contractors. These Terms do not create a partnership, franchise, joint venture, agency, fiduciary or employment relationship between us. There are no third party beneficiaries to these Terms.

Modifications

Butter.ai may change these Terms (other than an Order Form). If we make a material change to these Terms, we will provide Customer with reasonable notice prior to the change taking effect, either by emailing the email address associated with Customer’s account or by messaging Customer through the Service. Customer can review the most current version of these Terms at any time by visiting the Butter.ai web site and by visiting the most current versions of the other pages that are referenced in these Terms. Any material changes to these Terms will become effective on the date set forth in our notice, and all other changes will become effective upon posting of the change. If Customer (or any Registered User) accesses or uses the Service after the effective date, that use will constitute Customer’s acceptance of such revised terms and conditions.

Waiver

No failure or delay by either party in exercising any right under these Terms will constitute a waiver of that right. No waiver under these Terms will be effective unless made in writing and signed by an authorized representative of the party being deemed to have granted the waiver.

Severability

These Terms will be enforced to the fullest extent permitted under applicable law. If any provision of these Terms is held by a court of competent jurisdiction to be contrary to law, the provision will be modified by the court and interpreted so as best to accomplish the objectives of the original provision to the fullest extent permitted by law, and the remaining provisions of these Terms will remain in effect.

Assignment

Customer may not assign or delegate any of its rights or obligations hereunder, whether by operation of law or otherwise, without Butter.ai’s prior written consent (not to be unreasonably withheld). Notwithstanding the foregoing, Customer may assign these Terms in its entirety (including all Order Forms), without Butter.ai’s consent, to a corporate affiliate or in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets. It shall be Customer’s responsibility to ensure its billing and contact information is current at all times despite any such assignment. Any purported assignment in violation of this section is void. Butter.ai’s remedy for any purported assignment by the Customer in breach of this section will be, at its election, termination of these Terms upon written notice. Subject to the foregoing, these Terms will bind and inure to the benefit of the parties, their respective successors and permitted assigns.

 

Applicable Customer Terms

The following Applicable Customer Terms shall automatically apply to the contract between Butter.ai and any Customer described below, in which case any conflict between the Applicable Customer Terms and the Terms provided above shall be governed by the Applicable Customer Terms.

Healthcare Customers

If Customer is a Covered Entity as defined in the Health Insurance Portability and Accountability Act and related amendments and regulations as updated or replaced from time to time, including with respect to the HITECH Act (“HIPAA”), Customer and Butter.ai agree to be bound by the Butter.ai Business Associate Agreement, unless Customer has entered into a separate written agreement with Butter.ai to the contrary.

Education Professional Customers

If Customer is a school or educator in the United States and wants to enable its students, who are over the age of 13, to use the Service, Customer is responsible for complying with the U.S. Family Educational Rights and Privacy Act (“FERPA”). This means Customer must notify those students’ parents/guardians of the personally identifiable information that it will collect and share with us and obtain parental/guardian consent before its students sign up or use the Services. When obtaining such consent, Customer should provide parents/guardians with a copy of our Privacy Policy. Customer must keep all consents on file and provide them to us if we request them. If Customer is located outside of the United States, we will rely upon Customer to obtain any required consents or approvals from the parent or guardian of any student covered by similar laws and, as a condition to Customer’s and its students’ use of the Service, Customer will comply with such laws.

U.S. Government Customers

If Customer is a United States government or public entity (or use of the Service is for the United States government), the terms of this Section apply.

  1. The Service is a “commercial item,” as defined at 48 C.F.R. §2.101, and constitutes “commercial computer software” and “commercial computer software documentation,” as used in 48 C.F.R. §12.212 or 48 C.F.R. §227.7202 to §227.7204. This commercial computer software and related documentation is provided to end users for use, by and on behalf of the United States government, with only those rights as are granted to all other end users pursuant to the terms and conditions herein.
  2. The sections in the Terms under the captions “Governing Law,” “Autorenewal,” “Customer’s Indemnification of Us,” and “Resolving Disputes,” and are hereby waived to the extent they are inconsistent with federal law.
  3. We agree that Customer’s seals, trademarks, logos, service marks, trade names, and the fact that Customer uses our Service, will not be used by us in such a manner as to state or imply that our products or services are endorsed, sponsored or recommended by Customer or by any other element of the United States government, or are considered by Customer or the United States government to be superior to any other products or services. Except where Customer has provided any design or content into the Service, or for links to or promotion of such pages, we agree not to display any Customer or government seals, trademarks, logos, service marks, and trade names on our homepage or elsewhere on one of our hosted sites unless permission to do so has been granted by Customer or by other relevant federal government authority. We may list Customer’s name in a publicly available customer list so long as the name is not displayed in a more prominent fashion than that of any other customer.

State or Local Government Customers

This Section applies to Customer if Customer is a state or local government, but only to the extent the Service is being used in an Registered User’s official capacity as a state or local government official. The sections in the Terms under the captions “Governing Law,” “Autorenewal,” “Customer’s Indemnification of Us,” and “Resolving Disputes,” will not apply to Customer only to the extent Customer’s jurisdiction’s laws prohibit Customer from accepting the requirements in those sections.

Butter.ai Not a Government Contractor

Notwithstanding any provision in these Applicable Customer Terms to the contrary, Butter.ai shall not be considered a government contractor for any federal, state, local, or foreign government.

Please note that “Slack” and “Stripe” are trademarks of Stripe, Inc. and Slack Technologies, Inc. or their respective affiliates in the U.S. and other countries, and other trademarks and service marks referenced herein are the trademarks of their respective owners. Butter.ai does not endorse any of these services, and neither Slack, Stripe nor any other services mentioned in these Terms should be interpreted as an endorsement or recommendation of any Butter.ai service, and no assumption of any endorsement should be taken from Butter.ai’s integration with or use of any of those services.