Effective Date: January 20, 2020

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Bit is a cloud-based content management platform. Our products make it easier for people to share ideas, collaborate and help get work done. Since our products are cloud-based, you can access them through the web and through any number of device types (e.g., desktop, laptop, tablets, and smartphone devices) that you choose.

This document, the Bit Terms of Service (“Terms”), outlines the terms regarding your use of our products. These Terms are a legally binding contract between you and Bit so please read carefully. If you do not agree with these Terms, do not register or use any of the Services.

By using, accessing or browsing the Bit Service, platform and products including applications, mobile, software, websites or other properties owned or operated by Bit or by registering for a Bit account (“Services”) you are agreeing to be bound by these Terms for the Services provided by Bit.ai, Bit Tech Labs Inc. (“Bit,” "us," or “we”).

If you are using the Services on behalf of an organization, you are agreeing to these Terms for that organization and promising to Bit that you have the authority to bind that organization to these Terms (in which event, "you" and "your" will refer to that organization) unless that organization has a separate paid contract in effect with us, in which event the terms of that contract will govern your use of the Services.

1.  Privacy

In order to operate and provide the Services, we collect certain information about you.We use and protect that information as described in our Privacy Policy. You acknowledge your use of the Services is subject to our Privacy Policy and understand that it identifies how Bit collects, stores, and uses certain information.

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2. Changes to these terms

We reserve the right to modify these Terms.We will post the most current version of these Terms at https://bit.ai (the “Site”). If we make material changes to these Terms, we will notify you via the Services and/or by email to the address associated with your account. If you do not accept the changes, you must stop using and cancel your account by emailing support@bit.ai. Your continued use of our Services after we publish or send a notice about our changes to these Terms means that you are consenting to the updated terms.

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3. Your Account

Certain aspects of the Services may require you to obtain an account by completing a registration form and designating a user ID and password. When registering with Bit you must: (a) provide true, current and complete information about yourself on the registration form and (b) maintain such information so it continues to be true, current and complete.

You are entirely responsible for all materials and information that you upload, post or otherwise transmit via the Services. Only you may use your Bit account and you are responsible for your account. If you become aware of any unauthorized use of the Services or your account, or have any questions about your account please contact Bit Support support@bit.ai

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4. Email Selected for Your Account

You get to choose what email address(es) you register for an account. Please be aware, however, that if the domain of the email address associated with your account is owned or controlled by an organization (such as your work or school) and that organization establishes a direct relationship with us and wishes to add your account to such relationship, then you may be rolled into that organization’s account after notification. Following that notice, if you choose not to change the email address associated with your account, your account will be controlled by the organization.

If an organization provided you with your account (e.g., an employer or school), you understand that this organization has rights to your account and may: (a) manage your account (including suspending or canceling); (b) reset your password; (c) view your usage and profile data, including how and when your account is used; and (d) manage the Content in your account.

5. Consent to Electronic Communications and Solicitation

By registering with Bit or signing up for Services, you understand that we may send you (including via email) information regarding the Services, such as: (a) notices about your use of the Services, including notices of violations of use; (b) updates to the Services and new features or products; and (c) promotional information and materials regarding Bit's products and services. Please review your settings in your account to control the messages you receive from us or unsubscribe by following the instructions in the message.

Notices emailed to you will be considered given and received when the email is sent. If you don't consent to receive notices (other than promotional materials) electronically, you must stop using the Services.

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6. Content

We call all the electronic documents that you upload and store on your account “Content”. All Content uploaded by you into your account is yours! We don't control, verify, or endorse the Content that you or others put on the Services. You are responsible for: (a) all Content you place in your Bit account(s) and share through the Services and (b) making sure that you have all the rights you need to the Content.

The User understands and agrees that all information, data, text, software, music, sound, photographs, graphics, video, messages and other matter of any kind accessible via the Site (Content) is subject to this Agreement.

Content is the sole responsibility of the User that made the content available via the Site by uploading, publishing it in a Document or otherwise providing it.

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A User may not modify, rent, lease, loan, sell, distribute or create derivative works based on any of the Content (either in whole or in part) unless:

1.  The User is the owner of the Content; or

2.  The User has been authorized to do so by the owners of that Content.

The User understands that it uses the Site at its own risk (including relying on any information contained in a Document) and agree that by using the Site you may be exposed to Content that you may find offensive, indecent or objectionable.

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To the extent permitted by law, under no circumstances will Bit be liable in any way for any Content, including but not limited to:

1.  Errors or omissions in any Content;

2.  Editing, restricting or removing Content; or

3.  Loss or damage of any kind incurred as a result of the use of any Content.

The User agrees that Content that it makes available via the Site may be removed or altered by the Company, subject to applicable provisions of this Agreement and any legislation including, without limitation, privacy legislation.

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In addition, by storing, using or transmitting Content you cannot and will not violate any law or these terms:

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The User agrees that it will not upload or otherwise post, insert or provide any Content which:

1. Is defamatory, fraudulent, unlawful, threatening, intimidating, harassing, harmful, hateful, abusive, tortious, vulgar, obscene, invasive of another’s privacy, sexist, racist, homophobic, violent, discriminatory or degrading;

2.  Infringes the intellectual or other proprietary interests of third parties;

3.  Attempts to solicit personal information from another user, except in a way that is compliant with the law;

4. Impersonates another person or entity;

5. Contains sexually explicit language or images, advertises or promotes the sale of products or services such as firearms, tobacco or alcohol, adult products and services and any other products or services the

Company considers to be inappropriate;

6.  Contains spam, chain letters, pyramid and other such selling and marketing schemes, computer viruses, computer code, files or programs or other harmful components that are designed to interrupt, destroy, change or limit the functionality of the Site or any other computer software, hardware or other electronic equipment, information which in any way impinges on another user’s use or enjoyment of the Site or otherwise breaches or encourages other users to breach of this Agreement;

7. Violates any law, statute or regulation;

8. Forges information to disguise the origin of any Content; or

9. Encourages or incites any other person to engage in any of the above behavior.

You agree to provide Bit (as well as agents or service providers acting on Bit’s behalf to provide the Services) the right to transmit, process, use and disclose Content and other information which we may obtain as part of your use of the Services but only: (i) as necessary for us to provide the Services, (ii) as otherwise permitted by these Terms, (iii) as otherwise required by law, regulation or order, or (iv) to respond to an emergency.

7. Fees

If you select a paid Service, you must provide us with current, complete, accurate and authorized payment method information (e.g. credit card information). You authorize us to charge your provided payment method for the Services you have selected and for any paid feature(s) that you choose. We may bill: (a) in advance; (b) at the time of purchase; (c) shortly after purchase; or (d) if you have elected a subscription service, on a recurring basis. You may, however, cancel your subscription before the next billing cycle in accordance with these Terms, but no credits or refunds will be available. To the extent Bit has not received your payment, in order to bring your account up to date, we may bill you simultaneously for both past due and current amounts. If you do not cancel your account, we may automatically renew your Service(s) and charge you for any renewal term. You understand that failure to pay any charges or fees may result in the suspension or cancellation of your Services.

1. The primary Fee to use Bit shall be the Subscription Fee, which is payable in advance (after any free trial period has expired) by the Customer for each Paid User Account (or a batch of Paid User Accounts, as applicable).

2. The Subscription Fee applies to each Paid User of Bit (or a batch of Paid User Accounts, as applicable) associated with a Customer Account in accordance with the pricing plans described on the Site.

3. The Customer agrees to pay all Fees monthly in advance by credit card through Bit. Without provision of a valid credit card, the Company reserves the right to refuse the Customer access to Bit.

4. The Company reserves the right to introduce or change any Fees from time-to-time by giving the User no less than 14 days’ written notice. Any new or changed Fees will apply to the next billing period after the Customer has been given such notice.

5. If a Customer does not accept a change to any Fees, then it can simply terminate its Account.

8. Subscription Period

You may elect one of the following subscription plans and billing options (please note that there might be only one of these options available depending on the Service purchased):

A monthly subscription plan (“Monthly Subscription Plan”). The subscription period for the Monthly Subscription Plan will be for one month and will automatically renew unless you cancel your Monthly Subscription Plan at least three business days prior to the renewal date.You will be billed on or about the same day each month until such time that you cancel.

An annual subscription plan (“Annual Subscription Plan”). The subscription period for the Annual Subscription Plan will be for one year and will automatically renew each year on the anniversary unless you cancel at least three business days prior to your renewal date. You will be billed annually on or about the same day each year until such time that you cancel. Note that under the Annual Subscription Plan you will not be permitted to cancel, reduce the number of seats, or downgrade the Bit Service you have selected until the anniversary date. Be aware that you are committing to a one-year plan; if you are not certain, we recommend choosing the Monthly Subscription Plan.

If you select the Monthly Subscription Plan, you can switch to the Annual Subscription Plan at any time. If you select the Annual Subscription Plan, you may not change to the Monthly Subscription Plan until the end of the one-year term of your Annual Subscription Plan.

9.  Updates to the Service

We can make necessary deployments of changes, updates or enhancements to the Services at any time. We may also add or remove functionalities or features, or we may suspend or stop the Services altogether.

10.  Acceptable Use Policy

You agree you will not, nor will you encourage others or assists others, harm the Services or use the Services to harm others. For example, you must not use the Services to harm, threaten, or harass another person, organization or Bit and/or to build a similar service or website. You must not: (a) damage, disable, overburden, or impair the Service (or any network connected to the Services); (b) resell or redistribute the Services or any part of it; (c) use any unauthorized means to modify, reroute, or gain access to the Services or attempt to carry out these activities; (d) use any automated process or service (such as a bot, a spider, or periodic caching of information stored by Bit) to access or use the Services; (e) use the Services beyond the features allocation and amounts provided in that Service or in violation of our fair use policy; (f) use the Services to violate any law of distribute malware or malicious Content; or (g) distribute, post, share information or Content you don’t have the right to or is illegal.

As part of our efforts to protect the Service, protect our customers, or to stop you from breaching these Terms we retain the right to block or otherwise prevent delivery of any type of file, email or other communication to or from the Services.

We also reserve the right to deactivate, change and/or require you to change your Bit user ID and any custom or vanity URLs, custom links, or vanity domains you may obtain through the Services.

11.  Suspension and Termination of the Service

We reserve the right to suspend or terminate your access to the Service at any time in our sole discretion. You understand that if your account is suspended or terminated, you may no longer have access to the Content that is stored with the Services.

Upon termination, you may request access to your Content, which we will make available, except in cases where we have terminated your account due to your violation of these Terms or the Acceptable Use Policy terms in Section 10. You must make such request within 14 days following termination otherwise, any Content you have stored with the Services may not be retrievable and we will have no obligation to maintain Content stored in your account after this 14-day period.

If you are a subscriber to the Service, to the extent that Bit.ai processes any Personal Information (as defined in the DPA) contained in User Content that is subject to the GDPR (as defined in the DPA), on your behalf, in the provision of the Service, the terms of the data processing addendum at http://bit.ai/dpa ("DPA"), which are hereby incorporated by reference, shall apply and the parties agree to comply with such terms. For the purposes of the Standard Contractual Clauses attached to the DPA, when you are the data exporter, your agreeing to these Terms of Service shall be treated as signing of the DPA, including, without limitation, the Standard Contractual Clauses and their Appendices.

13. Copyright Complaints and Removal Policy

Bit respects the intellectual property of others and will respond to notices of alleged copyright infringement that comply with the law. We reserve the right to delete or disable Content alleged to violate copyright laws or these Terms and reserve the right to terminate the account(s) of violators.

14.  NO WARRANTY OR CONDITIONS  

TO THE EXTENT NOT PROHIBITED BY LAW, Bit AND ITS AFFILIATES (AND ASSOCIATED SERVICE PROVIDERS) (A) PROVIDE THE SERVICES "AS IS", "WITH ALL FAULTS" AND "AS AVAILABLE", (B) MAKE NO REPRESENTATIONS OR WARRANTIES OR CONDITIONS WHETHER EXPRESS OR IMPLIED (E.G. WARRANTY OF MERCHANTABILITY, SATISFACTORY QUALITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT), AND (C) DO NOT GUARANTEE THAT THE SERVICES WILL BE UNINTERRUPTED, ERROR-FREE OR FREE OF HARMFUL COMPONENTS, THAT THE CONTENT WILL BE SECURE OR NOT OTHERWISE LOST OR DAMAGED.

IF YOU ARE DISSATISFIED WITH ANY PORTION OF THE SERVICE OR WITH THESE TERMS OF SERVICE, YOUR SOLE AND EXCLUSIVE REMEDY IS TO DISCONTINUE USE OF THE SERVICES.

15. Bit PROPRIETARY RIGHTS    

All contents of the Site and Services including but not limited to logo, design, text, software, technical drawings, configurations, graphics, other files, and their selection and arrangement and Bit Confidential Information belong to Bit, and/or its suppliers, affiliates, or licensors.

Bit or its licensors own and reserve all right, title and interest in and to the Services and all hardware, software and other items used to provide the Services, other than the rights we expressly grant to you to use the Services and Bit Confidential Information. No title to or ownership of any proprietary rights related to the Services or Bit Confidential Information is transferred to you pursuant to these Terms.

If you provide comments, suggestions and recommendations to Bit about a Service (e.g., modifications, enhancements, improvements) (collectively, "Feedback"), you are automatically assigning this Feedback to Bit.

16. INDEMNIFICATION

To the extent not prohibited by law, you will defend Bit against any cost, loss, damage, or other liability arising from any third party demand or claim that any Content or information provided by you, or your use of the Services: (a) infringes a registered patent, trademark, or copyright of a third party, or misappropriates a trade secret (to the extent that such misappropriation is not the result of Bit's actions); or (b) violates applicable law or these Terms. Bit will reasonably notify you of any such claim or demand that is subject to your indemnification obligation.

17. THIRD PARTY SERVICES

Bit may make available to you optional third-party applications, services or products, for use in connection with the Services (“Third-Party Products”). These Third-Party Products are not necessary for the use of the Services and your use (and any exchange of any information, license, payments etc., are between you and the third party provider) is solely between you and the applicable third party provider. Bit makes no warranties of any kind and assumes no liability of any kind for your use of such Third-Party Products.

If you have any questions or concerns regarding the Third-Party Products, then please contact the applicable third party provider.

18. CO-MARKETING

You hereby agree that Bit may reference You and Your use of the Services in private customer and prospect communications, and on Bit’s website. You also agree that Bit may reference You and Your use of Services in marketing and public relations materials, including a press release announcing You as a customer, inclusion of You as a customer in Bit’s company boilerplate, and, subject to the mutual agreement of the parties, a case study describing Your use of the Services. You hereby grant Bit a nonexclusive, worldwide license, during the Contract Term, to use and display Your trademarks, trade names and logos in connection with the foregoing uses.

19. General

1. Prevalence: Each party to this Agreement agrees to the clauses in the Important Terms and the Special Conditions. The Important Terms, any Special Conditions and the General Conditions form a single legal agreement. To the extent that the Important Terms or the Special Conditions are inconsistent with the General Conditions, the terms of the Important Terms will prevail. To the extent that the Special Conditions are inconsistent with the Important Terms, the Special Conditions will prevail.

2. Disclaimer: Each party acknowledges that it has not relied on any representation, warranty or statement made by any other party, other than as set out in this Agreement.

3. Relationship: The relationship of the parties to this Agreement does not form a joint venture or partnership.

4. Waiver: No clause of this Agreement will be deemed waived and no breach excused unless such waiver or consent is provided in writing.

5. Further Assurances: Each party must do anything necessary (including executing agreements and documents) to give full effect to this Agreement and the transaction facilitated by it.

6. Governing Law: Any claim relating to Bit Tech Labs, Inc's web site shall be governed by the laws of California without regard to its conflict of law provisions.

7. Severability: Any clause of this Agreement, which is invalid or unenforceable is ineffective to the extent of the invalidity or unenforceability without affecting the remaining clauses of this Agreement.

END OF GENERAL CONDITIONS