Home Pila8

Terms of Service

Version v4 · Effective 2026-07-24

Updated as of July 24, 2026 Effective as of July 24, 2026

Terms of Service

BY REGISTERING AS A USER FOR THE COMPANY SERVICE YOU AGREE TO THE ENCLOSED TERMS OF SERVICE, INCLUDING THOSE TERMS WAIVING THE RIGHT TO SUE IN COURT, THE RIGHT TO A TRIAL BY JURY, AND THE RIGHT TO PARTICIPATE IN A CLASS ACTION IN ANY CAPACITY UNLESS YOU TIMELY OPT OUT OF THE ARBITRATION PROVISIONS OF COMPANY’S TERMS OF SERVICE IN THE MANNER PROVIDED FOR IN THESE TERMS OF SERVICE.

Introduction

These Terms of Service (“Agreement,” or “Terms of Service”) apply to any use of and access to Besimple, Inc. dba BeSimple AI (“Company”) Services (defined below) and/or our website located at https://besimple.ai and pila8.com (“Website”) by you and/or your agents (collectively, “you”). When you use our Services, including by creating an account or uploading, recording, submitting, or otherwise providing Content (defined below), you are agreeing to our terms, so please carefully read the Terms of Service, the Privacy Policy, and any Content Contributor Agreement or other contributor terms presented to you (collectively, “Contributor Agreement”), each incorporated herein by reference, as these documents contain important information regarding your legal rights and obligations.

Agreement

PLEASE READ THESE TERMS OF SERVICE CAREFULLY, AS THEY CONTAIN PROVISIONS THAT GOVERN HOW CLAIMS THAT YOU AND WE MAY HAVE AGAINST EACH OTHER ARE RESOLVED, INCLUDING, WITHOUT LIMITATION, ANY CLAIMS THAT AROSE OR WERE ASSERTED BEFORE THE EFFECTIVE DATE OF THIS AGREEMENT. YOUR USE OF THE SERVICES AND THE WEBSITE CONSTITUTES YOUR ACCEPTANCE OF AND AGREEMENT TO ALL OF THE TERMS AND CONDITIONS IN THESE TERMS OF SERVICE, THE PRIVACY POLICY, AND ANY CONTRIBUTOR AGREEMENT INCORPORATED HEREIN; AND YOUR REPRESENTATION THAT YOU ARE AT LEAST 18 YEARS OF AGE (OR THE AGE OF MAJORITY IN YOUR JURISDICTION) AND HAVE LEGAL CAPACITY TO ENTER INTO A BINDING CONTRACT. IF YOU OBJECT TO ANYTHING IN THESE TERMS OF SERVICE, YOU ARE NOT PERMITTED TO USE THE SERVICES. If you accept these Terms of Service and use the Services on behalf of a company, organization, or other legal entity, you represent and warrant to the Company that you have full power and authority to do so.

THESE TERMS OF SERVICE INCLUDE OUR ARBITRATION AGREEMENT WHICH WILL, WITH LIMITED EXCEPTIONS, REQUIRE ALL DISPUTES BETWEEN US TO BE SUBMITTED TO BINDING AND FINAL ARBITRATION. UNLESS YOU OPT OUT OF THE ARBITRATION AGREEMENT: (1) YOU WILL BE PERMITTED TO PURSUE CLAIMS AND SEEK RELIEF AGAINST US ONLY ON AN INDIVIDUAL BASIS, AND WILL NOT BE PERMITTED TO PURSUE CLAIMS OR SEEK RELIEF AS A PLAINTIFF OR CLASS MEMBER IN ANY CLASS OR REPRESENTATIVE ACTION OR PROCEEDING, EXCEPT AS UNDER CERTAIN CONDITIONS SET FORTH BELOW IN THE SECTION ENTITLED "DISPUTE RESOLUTION AND BINDING ARBITRATION"; AND (2) YOU ARE WAIVING YOUR RIGHT TO SEEK RELIEF IN A COURT OF LAW, TO HAVE A JURY TRIAL ON ANY AND ALL CLAIMS, OR TO HAVE A JUDGE REVIEW YOUR CLAIMS. THIS ARBITRATION AGREEMENT WILL ALSO AFFECT YOUR RIGHT TO PARTICIPATE IN ANY CLASS ACTION LITIGATION AGAINST THE COMPANY. PLEASE SEE THE SECTION OF THESE TERMS ENTITLED "DISPUTE RESOLUTION AND BINDING ARBITRATION AGREEMENT" FOR MORE INFORMATION REGARDING THIS ARBITRATION AGREEMENT, ITS POSSIBLE EFFECTS, AND HOW TO OPT OUT OF THE ARBITRATION AGREEMENT.

Effective Date. This Agreement is effective (“Effective Date”) on the date you first access or use the Services and/or the Website, whichever is earlier.

Services

The Company provides a Platform (meaning the Company's website, online portal, applications, and technology infrastructure) and related Services that enable users and contributors to upload, record, submit, process, review, create, access, and use voice, audio, and related content (collectively, the “Services”).

“Company Materials” means all Recordings submitted through the Services and all datasets, annotations, labels, transcripts, metadata, analyses, improvements, adaptations, modifications, derivative works, aggregated data, de-identified data, and other materials created, developed, generated, processed, improved, or commercialized by or on behalf of the Company using or based on Content, Recordings, or use of the Services, excluding only your pre-existing rights in your underlying Content and personal information.

“Content” means any audio recordings, voice recordings, sound files, scripts, prompts, transcripts, metadata, data, materials, information, or other content that you submit, upload, record, transmit, or otherwise provide through the Services.

“Recordings” means audio recordings, voice recordings, sound files, vocal performances, utterances, and other recorded materials that you submit, upload, record, transmit, or otherwise provide through the Services.

The Services may include contributor upload or recording workflows, contributor annotation workflows, project instructions, content review and quality-control processes, payment or credit features, data processing tools, dataset development tools, customer licensing features, APIs, dashboards, and other related functionality made available by or on behalf of the Company.

As part of the Services, the Company may create, collect, receive, process, host, store, analyze, label, annotate, transcribe, translate, evaluate, improve, commercialize, license, sublicense, sell, or otherwise make available Content and Company Materials submitted through or created in connection with the Services.

The Services may be offered to different types of users, including contributors who submit or record Content, customers or licensees who access or license Content or Company Materials. Certain Services, features, projects, upload workflows, contributor opportunities, customer offerings, APIs, beta features, payment, Content, or Company Materials may be subject to additional terms, including a Content Contributor Agreement, contributor agreement, project terms, customer agreement, API terms, payment terms, or acceptable use terms, consent form, or other written terms.

The Company may modify, suspend, discontinue, restrict, or replace any part of the Services at any time, including any feature, project, upload opportunity, contributor opportunity, payment, dataset, model, API, tool, customer offering, or related output, subject to applicable law and any applicable written agreement.

Fees

Fees. As provided in the Platform, the Company may increase or decrease any fees or compensation specified in connection with its Services. Fees do not include 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 are responsible for paying all Taxes associated with transactions under this Agreement.

Fees/Payment Processing. Receiving compensation through the Platform will require you to provide your credit card or bank account details to the Company or its designated third-party payment processor(s) (“Third-Party Payment Processors”) to process payment(s), Dots and Stripe. Additionally, you will be required to pass identity verification. The Company collects, analyzes and relays information to allow the Third-Party Payment Processors to process these payment(s).

You authorize us to process payment(s) for the Services, using the payment information you have supplied. Specifically, you will be required to provide your credit card or bank account details to the Company and/or the Third-Party Payment Processors, and/or register with the Third-Party Payment Processors to process payment(s) for the Services. You agree to provide the Company and/or the Third-Party Payment Processors with accurate and complete information about you and/or your business; and you authorize the Company to share it and any transaction information related to your use of the Services and/or Website with the Third-Party Payment Processors for the purpose of processing payment(s), including but not limited to the service fees owed to Company for the use of the Service.

Contributor Compensation. Compensation, if any, applies only where you submit Content through the Services as a Contributor, and will be provided only as expressly described in the applicable task, project terms, Content Contributor Agreement, contributor agreement, or other written terms made available by the Company ("Compensation Terms"). Compensation is earned only after the applicable Content and associated Company Materials have been submitted to and approved by the Company, and the Company may review, accept, or reject any submission in its sole discretion. No compensation is earned or payable for any submission that is not approved. Unless the applicable Compensation Terms expressly state otherwise, you are not entitled to royalties, residuals, revenue share, usage-based payments, reuse fees, attribution, accounting, audit rights, or other compensation for the Company's or any customer's use, licensing, sublicensing, commercialization, or exploitation of Content, Company Materials, or related products or services. You are responsible for all taxes arising from any compensation paid to you.

If you believe a payment has been processed in error, you must provide written notice to the Company by email at legal@besimple.ai within thirty (30) days after the date of payment specifying the nature of the error and the amount in dispute. If notice is not received by the Company within such a thirty (30) day period, the payment will be deemed final and valid.

The Company is not liable for any losses relating to chargebacks, fraudulent charges, or other actions by any User that are deceptive, fraudulent or otherwise invalid. By using the Services, you hereby release the Company from any liability arising from fraudulent actions. You will also use best efforts to promptly notify the Company of any fraudulent actions which may affect the Services. The Company reserves the right, in its sole discretion, to terminate the account of any User that engages in, or enables any other User to engage in, fraudulent actions.

While the Company takes what it believes to be reasonable efforts to ensure secure transmission of your information to the Third-Party Payment Processors that assesses and processes payment(s), the Company is not responsible for any fees or charges assessed by third party service providers, or any errors in the processing of payment(s) by third party service providers, including any errors that result from third-party negligence, improper transmission of payment information, your mistaken submission of payment information, or your submission of erroneous payment information. Your sole recourse is with the Third-Party Payment Processors which processed the payment(s).

You herein agree that you have read and agreed to the Privacy Policies and Terms of Service of the Third-Party Payment Processors linked here and below:

Dots: https://usedots.com/terms/ and https://usedots.com/privacy/

Stripe: https://stripe.com/legal/ssa and https://stripe.com/privacy

Referral Incentives. The Company may offer a referral program that lets you refer new users or projects to the Services. If a referral program is offered, the eligibility requirements, referral fees or commissions, and other details will be posted within the Platform, and the Company may change, suspend, or end the program at any time.

Unless stated otherwise, you earn a referral fee only after your referral results in at least one (1) approved submission of Content. No fee is payable for a referral that does not result in an approved submission, and referral payments are subject to the Compensation Terms and tax requirements in this Agreement.

If you use our referral service to tell a friend about the Services by email, you will be provided with a unique referral link for you to share directly. If your friend accepts the invitation, they will be linked to the Platform and be required to setup an Account. We store the address only to send that message and track the referral, and your friend may email legal@besimple.ai to have it removed. If you provide personal information about other people, you represent that you are authorized to do so and to permit our use of it under this Agreement and the Privacy Policy.

You may not refer yourself, use duplicate or fake accounts, or use bots, spam, or other automated or deceptive means to earn referral fees. The Company may withhold or reverse referral fees and suspend or terminate your participation or Account if you violate this section.

Account Registration; Verification; Contributor Status

Account. By creating an online account with the Company on its Website or Platform (“Account”), you may access and use the Services subject to this Agreement, the Privacy Policy, and any applicable Contributor Agreement. As used in this Agreement, "User" means any person or entity that accesses or uses the Services, and "Contributor" means any User who uploads, records, submits, or otherwise provides Content through the Services.

To create an Account and use the Platform, you must be at least 18 years old (or the age of legal majority where you live). You agree to provide true, accurate, current, and complete information during registration and to promptly update your Account information as needed. The Company may request information reasonably necessary to create and administer your Account, verify your identity, process payments, prevent fraud, comply with tax and legal obligations, and enforce this Agreement. This information may include your name, email address, phone number, physical address, language accent, languages spoken, tax identification information, government-issued identification, proof of address, payment information, and other information described in the Privacy Policy.

You are responsible for maintaining the confidentiality of your Account credentials and for all activity under your Account. You may not share, sell, transfer, or allow another person to use your Account. You must promptly notify the Company of any unauthorized access to or use of your Account.

If you are a Contributor, you are an independent contractor and not an employee, agent, partner, franchisee, joint venturer, or representative of the Company. Nothing in this Agreement creates an employment relationship. Contributors are not entitled to employee benefits, tax withholdings except as required by law, minimum work, minimum compensation, or worker protections applicable to employees. Contributors remain responsible for their own taxes and compliance with applicable law.

The Company may require Contributors to complete identity, payment, tax, know-your-customer (KYC), sanctions, fraud-prevention, or other compliance verification before permitting access to certain Services, approving Content, or issuing payments. The Company may suspend or terminate an Account, withhold or reverse payments, or restrict access to the Services if the Company determines that information is inaccurate, incomplete, outdated, unverifiable, fraudulent, or noncompliant with this Agreement, the Privacy Policy, any Contributor Agreement, or applicable law.

Personal Information. As outlined in the Company’s Privacy Policy, incorporated herein, we will protect your personal information and disclose it only in a limited number of circumstances. We have implemented measures designed to secure your personal information from accidental loss and from unauthorized access, use, alteration, or disclosure. However, we cannot guarantee that unauthorized third parties will never be able to thwart those measures, or use your personal information for improper purposes. You acknowledge that you provide your personal information at your own risk.

Confidentiality. In connection with the Services, you may receive or access non-public information of the Company, its customers, licensees, vendors, or project partners, including prompts, scripts, specifications, quality criteria, workflows, datasets, model information, security information, business information, rates, pricing, contract terms, project requirements, and other information designated as confidential or that reasonably should be understood to be confidential (“Confidential Information”). You will use Confidential Information only to perform your obligations or exercise your limited rights under this Agreement and any Contributor Agreement; protect Confidential Information using at least reasonable care; not disclose Confidential Information to any third party except as expressly authorized in writing by the Company; and promptly notify the Company of any unauthorized access, use, or disclosure. Confidential Information does not include information that you can document: (a) is or becomes publicly available without breach of this Agreement; (b) was lawfully known to you without restriction before receipt; (c) is lawfully received from a third party without restriction; or (d) is independently developed without use of or reference to Confidential Information. If you are required by law, court order, or governmental authority to disclose Confidential Information, you will, to the extent legally permitted, give the Company prompt written notice and reasonable assistance so the Company may seek protective treatment, and you will disclose only the portion legally required. These confidentiality obligations survive termination of this Agreement for so long as the information remains confidential.

Prohibited Uses. You may use the Services and/or Website only for lawful purposes and in accordance with these Terms of Services. You agree not to use the Services and/or Website:

  • Access or use the Content, Company Materials, Platform, Services, or other materials in order to build, train, improve, benchmark, or operate a similar or competitive service or product, or to reverse engineer, extract, scrape, download, copy, reconstruct, identify, re-identify, de-anonymize, derive, or attempt to obtain any non-public data, model, voiceprint, embedding, speaker profile, source code, trade secret, or other proprietary material.

  • In any way that violates any applicable federal, state, local, or international law or regulation (including, without limitation, any laws regarding privacy, publicity, wiretapping, call recording, consent, consumer protection, employment, tax, sanctions, export of data or software to and from the US or other countries).

  • To engage in any other conduct that restricts or inhibits anyone's use or enjoyment of the Services and/or Website, or which, as determined by us, may harm the Company or users of the Services and/or Website, or expose them to liability.

  • Use any robot, spider, bot, script, emulator, farm, synthetic account, automated recording tool, artificial voice, voice conversion tool, generative AI system, or other automatic device, process, or means to access the Services and/or Website for any purpose, including monitoring or copying any of the material on the Website or submitting Content, except as expressly authorized in writing by the Company.

  • Use any manual process to monitor or copy any of the material on the Services and/or Website, or for any other purpose not expressly authorized in these Terms of Services, without our prior written consent.

  • Use any device, software, or routine that interferes with the proper working of the Services and/or Website.

  • Introduce any viruses, Trojan horses, worms, logic bombs, or other material that is malicious or technologically harmful.

  • Attempt to gain unauthorized access to, interfere with, damage, or disrupt any parts of the Website, the server on which the Website is stored, or any server, computer, or database connected to the Services and/or Website.

  • Use any Content, Company Materials, or Services, directly or downstream, to impersonate any person without authorization; falsely attribute identity, source, sponsorship, endorsement, testimonial, or advertising claims; engage in fraud, scams, phishing, identity theft, deception, unlawful political persuasion, electioneering, lobbying, endorsement, or targeted manipulation; create adult or sexual content, discriminatory, harassing, hateful, threatening, abusive, defamatory, misleading, unlawful, or reputationally harmful content; make automated decisions in regulated contexts without required rights and safeguards; or identify, authenticate, surveil, track, or profile any person, except as expressly authorized in writing by the Company and permitted by law.

  • Otherwise attempt to interfere with the proper working of the Website.

Termination. The Company reserves the right, in its sole discretion, to terminate your Account if you violate these Terms of Service or for any reason or no reason at any time. We may also suspend your access to the Services and/or Website, and your Account if you: (a) have violated the terms of these Terms of Service, any other agreement you have with the Company; (b) pose an unacceptable credit or fraud risk to us or Users; (c) provide any false, incomplete, inaccurate, or misleading information or otherwise engage in fraudulent or illegal conduct; or (d) for any other reason in the Company's sole discretion.

If your Account is terminated or suspended for any reason or no reason, you agree: (a) to continue to be bound by these Terms of Service; (b) to immediately stop using the Services, (c) that any licenses granted to you under these Terms of Service shall end, but any licenses, permissions, consents, releases, waivers, ownership rights, and other rights granted to the Company or Company Parties in or to Content, feedback, Company data, aggregated data, and related materials shall survive and continue in accordance with their terms; (d) that we reserve the right (but have no obligation) to hide or delete all of your information and account data stored on our servers, in accordance with the Privacy Policy; (e) that the Company shall not be liable to you or any third party for termination or suspension of access to the Services or for deletion or hiding of your information or account data; and (f) that you will not be able to withdraw or receive payout of any balances on your Account while the suspension or termination remains in effect, and the Company may withhold, offset, or reverse such amounts as permitted by applicable law. You agree that the Company may retain and use your information and account data as needed to comply with investigations and applicable law, administer payments, satisfy tax, accounting, audit, fraud-prevention, and compliance obligations, preserve evidence of consents and licenses, and as indicated in the Company’s Privacy Policy.

If your Account is terminated or suspended for any reason or no reason, you agree: (a) to continue to be bound by these Terms of Service; (b) to immediately stop using the Services, (c) that any licenses granted to you under these Terms of Service shall end; (d) that we reserve the right (but have no obligation) to hide or delete all of your information and account data stored on our servers, in accordance with the Privacy Policy; and (e) that the Company shall not be liable to you or any third party for termination or suspension of access to the Services or for deletion or hiding of your information or account data. You agree that the Company may retain and use your information and account data as needed to comply with investigations and applicable law, and as indicated in the Company’s Privacy Policy.

However, we will not be liable to you for compensation, reimbursement, or damages in connection with your use of the Services, or in connection with any termination or suspension of the Services. Provisions that by their nature should survive termination shall survive, including provisions regarding Content, Company Materials, and data rights, licenses, waivers, consents, and payment limitations, KYC and tax compliance, confidentiality, prohibited uses, intellectual property, disclaimers, indemnification, limitation of liability, dispute resolution, and miscellaneous provisions.

Intellectual Property

Company IP. The Company owns the Website and the Services, including all source code, databases, functionality, software, website designs, audio, video, text, scripts, photographs, graphics, trademarks, service marks, and logos made available by or through the Website or Services (collectively, the “Company IP”), excluding Content you submit to the Company as described below. The Company IP is owned or controlled by the Company or licensed to the Company, and is protected by copyright, trademark, trade secret, and other intellectual property laws.

Limited License to Use the Services. Subject to your compliance with these Terms of Service, the Company grants you a limited, revocable, non-exclusive, non-transferable, non-sublicensable license to access and use the Website and Services solely for your personal or internal business purposes and only as permitted by the Company. No part of the Company IP may be copied, reproduced, aggregated, republished, uploaded, posted, publicly displayed, encoded, translated, transmitted, distributed, sold, licensed, or otherwise exploited for any commercial purpose without the Company’s prior written consent, except as expressly permitted through the Services or in a separate written agreement with the Company.

User Content. As between you and the Company, you retain any ownership rights in your pre-existing Content and personal information that you submit, upload, record, transmit, or otherwise provide through the Website or Services, subject to the licenses and rights granted in these Terms of Service and any applicable supplemental terms.

License to User Content. By submitting, uploading, recording, transmitting, or otherwise providing Content through the Website or Services, you grant the Company and its affiliates, service providers, contractors, successors, assigns, customers, licensees, sublicensees, and distribution partners a worldwide, perpetual, irrevocable, transferable, sublicensable royalty-free, fully paid-up license to collect, record, reproduce, host, store, copy, process, analyze, review, annotate, label, transcribe, edit, translate, adapt, modify, create derivative works from, and transmit, use, perform, display, distribute, make available, disclose, commercialize, license, sublicense, and otherwise exploit Content and Company Materials for any lawful purpose in connection with the Website, Services, Company business, customer and licensee offerings, research, development, quality control, compliance, fraud prevention, payment administration, legal compliance, and enforcement of these Terms of Service.

Additional Terms for Certain Content Uses. If you submit, upload, record, or provide voice, audio, dataset, contributor, or project Content through the Website or Services, that Content may also be governed by an applicable content upload agreement, contributor agreement, project terms, or other supplemental terms. Any such supplemental terms may include additional rights, consents, releases, compensation terms, restrictions, and downstream licensing terms that apply to the Content. If these Terms of Service conflict with applicable supplemental terms regarding Content submission the applicable supplemental terms control for those matters.

Reservation of Rights. All rights not expressly granted to you are reserved by the Company and its licensors. Nothing in these Terms of Service transfers ownership of any Company IP to you or limits any rights the Company may have under applicable law, the Privacy Policy, any supplemental agreement, or any customer or licensee agreement.

Your Communications with the Company

No Submission of Unsolicited Ideas and/or Materials. In your communications with the Company, please keep in mind that we do not seek any unsolicited ideas or materials for products or services, or even suggested improvements to products or services, including, without limitation, ideas, concepts, inventions, or designs for the Website, apps, software or otherwise (collectively, "Unsolicited Ideas and Materials"). Any Unsolicited Ideas and Materials you post on or send to us via the Website are deemed “User Content” and licensed to us as set forth below. In addition, the Company retains all of the rights held by members of the general public with regard to your Unsolicited Ideas and Materials. The Company’s receipt of your Unsolicited Ideas and Materials is not an admission by the Company of their novelty, priority, or originality, and it does not impair the Company’s right to contest existing or future intellectual property rights relating to your Unsolicited Ideas and Materials.

DMCA Notice. The Company will respond appropriately to notices of alleged copyright infringement that comply with the U.S. Digital Millennium Copyright Act ("DMCA"), as set forth below. If you own a copyright in a work (or represent such a copyright owner) and believe that your (or such owner's) copyright in that work has been infringed by an improper posting or distribution of it via the Service, then you may send us a written notice that includes all of the following:

(i) a legend or subject line that says: "DMCA Copyright Infringement Notice";

(ii) a description of the copyrighted work that you claim has been infringed or, if multiple copyrighted works are covered by a single notification, a representative list of such works;

(iii) a description of where the material that you claim is infringing or is the subject of infringing activity is located that is reasonably sufficient to permit us to locate the material (please include the URL of the Website on which the material appears);

(iv) your full name, address, telephone number, and e-mail address;

(v) a statement by you that you have a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law;

(vi) a statement by you, made under penalty of perjury, that all the information in your notice is accurate, and that you are the copyright owner (or, if you are not the copyright owner, then your statement must indicate that you are authorized to act on the behalf of the owner of an exclusive right that is allegedly infringed); and

(vii) your electronic or physical signature.

The Company will only respond to DMCA Notices that it receives by mail, e-mail, or facsimile at the addresses set forth in the “Notices” section of this Agreement.

It is often difficult to determine if your copyright has been infringed. The Company may elect to not respond to DMCA Notices that do not substantially comply with all of the foregoing requirements, and the Company may elect to remove allegedly infringing material that comes to its attention via notices that do not substantially comply with the DMCA.

Please note that the DMCA provides that any person who knowingly materially misrepresents that material or activity is infringing may be subject to liability.

We may send the information that you provide in your notice to the person who provided the allegedly infringing work. That person may elect to send us a DMCA Counter-Notification. Without limiting the Company's other rights, the Company may, in appropriate circumstances, terminate a repeat infringer's access to the Services, Website, and/or any other website owned or operated by the Company.

Counter-Notification. If access on the Website to a work that you submitted to the Company is disabled or the work is removed as a result of a DMCA Notice, and if you believe that the disabled access or removal is the result of mistake or misidentification, then you may send us a DMCA Counter-Notification to the addresses above. Your DMCA Counter-Notification should contain the following information:

(i) a legend or subject line that says: "DMCA Counter-Notification";

(ii) a description of the material that has been removed or to which access has been disabled and the location at which the material appeared before it was removed or access to it was disabled (please include the URL of the Website from which the material was removed or access to it disabled);

(iii) a statement under penalty of perjury that you have a good faith belief that the material was removed or disabled as a result of mistake or misidentification of the material to be removed or disabled;

(iv) your full name, address, telephone number, e-mail address, and the username of your account;

(v) a statement that you consent to the jurisdiction of the Federal District Court for the judicial district in which your address is located (or, if the address is located outside the U.S.A., to the jurisdiction of the United States District Court for the Central District of California), and that you will accept service of process from the person who provided DMCA notification to us or an agent of such person; and

(vi) your electronic or physical signature.

Please note that the DMCA provides that any person who knowingly materially misrepresents that material or activity was removed or disabled by mistake or misidentification may be subject to liability.

If we receive a DMCA Counter-Notification, then we may replace the material that we removed (or stop disabling access to it) in not less than ten (10) and not more than fourteen (14) business days following receipt of the DMCA Counter-Notification. However, we will not do this if we first receive notice at the addresses above that the party who sent us the DMCA Copyright Infringement Notice has filed a lawsuit asking a court for an order restraining the person who provided the material from engaging in infringing activity relating to the material on the Service. You should also be aware that we may forward the Counter-Notification to the party who sent us the DMCA Copyright Infringement Notice.

Disclaimer/No Warranties

Disclaimer/No Warranties. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE COMPANY MAKES NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, AND SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING WITHOUT LIMITATION ANY WARRANTIES OF TITLE, NON-INFRINGEMENT, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE WITH RESPECT TO THE SERVICES AND/OR THIS WEBSITE.

THE COMPANY DOES NOT WARRANT THAT YOUR USE OF THE SERVICES AND/OR THIS WEBSITE WILL BE SECURE, TIMELY, ERROR-FREE OR UNINTERRUPTED, OR THAT THE SERVICES ARE OR WILL REMAIN UPDATED, COMPLETE OR CORRECT, OR THAT THE SERVICES AND/OR WEBSITE WILL MEET YOUR REQUIREMENTS OR THAT THE SYSTEMS THAT MAKE THE SERVICES AVAILABLE (INCLUDING WITHOUT LIMITATION THE INTERNET, OTHER TRANSMISSION NETWORKS, AND YOUR LOCAL NETWORK AND EQUIPMENT) WILL BE UNINTERRUPTED OR FREE FROM VIRUSES OR OTHER HARMFUL COMPONENTS.

THE SERVICES AND ANY PRODUCTS AND THIRD PARTY MATERIALS ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS AND SOLELY FOR YOUR USE IN ACCORDANCE WITH THIS AGREEMENT.

ALL DISCLAIMERS OF ANY KIND (INCLUDING IN THIS SECTION AND ELSEWHERE IN THIS AGREEMENT) ARE MADE ON BEHALF OF BOTH THE COMPANY AND ITS AFFILIATES AND THEIR RESPECTIVE SHAREHOLDERS, DIRECTORS, OFFICERS, EMPLOYEES, AFFILIATES, AGENTS, REPRESENTATIVES, CONTRACTORS, LICENSORS, SUPPLIERS AND SERVICE PROVIDERS (COLLECTIVELY, THE “COMPANY PARTIES”).

Indemnification

You agree to indemnify, defend, and hold harmless the Company, its affiliates, and their respective officers, directors, employees, contractors, agents, licensors, licensees, successors, and assigns from and against any and all third-party claims, demands, actions, losses, liabilities, damages, costs, and expenses, including reasonable attorneys’ fees and costs, arising out of or relating to: (a) your access to or use of the Website or Services; (b) your breach of these Terms of Service or any applicable Contributor Agreement or supplemental terms; (c) your Content, Company Materials, or other information submitted, uploaded, recorded, transmitted, or otherwise provided through the Services; (d) your violation of any applicable law or regulation; (e) your violation, infringement, or misappropriation of any intellectual property, privacy, publicity, voice, likeness, contractual, or other rights of the Company or any third party; (f) any allegation that you lacked the rights, consents, permissions, releases, or authority required for the Company or its licensees to use Content or Company Materials you submitted as permitted by these Terms or any applicable Contributor Agreement; or (g) your fraud, willful misconduct, negligence, misrepresentation, or unauthorized use of the Services.

Your indemnification obligations do not apply to the extent a claim is caused solely by the Company’s violation of these Terms or applicable law and not by your breach, Content, Company Materials, misconduct, lack of rights or consents, misrepresentation, or violation of law.

No Liability

THE COMPANY EXPRESSLY DISCLAIMS ANY AND ALL LIABILITY AND WILL NOT BE RESPONSIBLE FOR ANY DAMAGES OR LOSS CAUSED, OR ALLEGED TO BE CAUSED, BY THE TRANSMISSION OF CARDHOLDER DATA PRIOR TO ITS ENCRYPTION AND RECEIPT BY SERVER(S) OWNED OR CONTROLLED BY THE COMPANY. THE EXCLUDED DAMAGES WILL INCLUDE, WITHOUT LIMITATION, DAMAGES RESULTING FROM FRAUD, EMBEZZLEMENT, THEFT, IDENTITY THEFT, OR INVASION OF PRIVACY.

TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT WILL THE COMPANY PARTIES’ AGGREGATE LIABILITY, COLLECTIVELY, FOR ALL CLAIMS ARISING OUT OF OR RELATED TO THIS AGREEMENT, WHETHER IN CONTRACT, TORT OR OTHERWISE, EXCEED THE FEES PAID PRECEDING THE DATE OF THE INCIDENT. ALL LIMITATIONS OF LIABILITY OF ANY KIND (INCLUDING IN THIS SECTION AND ELSEWHERE IN THIS AGREEMENT) APPLY WITH RESPECT TO BOTH THE COMPANY AND THE COMPANY PARTIES.

IN NO EVENT WILL THE COMPANY HAVE ANY LIABILITY FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES, HOWEVER CAUSED, OR FOR ANY LOST PROFITS, LOSS OF USE, DATA OR OPPORTUNITIES, COST OF DATA RECONSTRUCTION, COST OR PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, WHETHER IN CONTRACT, TORT OR OTHERWISE, ARISING OUT OF, OR IN ANY WAY CONNECTED WITH THE SERVICES OR THIRD PARTY OFFERINGS, INCLUDING BUT NOT LIMITED TO THE USE OR INABILITY TO USE THE SERVICES, ANY INTERRUPTION, INACCURACY, ERROR OR OMISSION, EVEN IF THE COMPANY, ITS LICENSORS OR SUBCONTRACTORS HAVE BEEN PREVIOUSLY ADVISED OF THE POSSIBILITY OF SUCH LOSS OR DAMAGES.

THE COMPANY EXPRESSLY DISCLAIMS ANY LIABILITY THAT MAY ARISE BETWEEN USERS RELATED TO OR ARISING FROM USE OF THE SERVICES. YOU HEREBY RELEASE AND FOREVER DISCHARGE THE COMPANY AND ITS AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS AND LICENSORS FROM ANY AND ALL CLAIMS, DEMANDS, DAMAGES (ACTUAL OR CONSEQUENTIAL) OF EVERY KIND AND NATURE, WHETHER KNOWN OR UNKNOWN, CONTINGENT OR LIQUIDATED, ARISING FROM OR RELATED TO ANY DISPUTE OR INTERACTIONS WITH ANY OTHER USER, WHETHER ONLINE OR IN PERSON, WHETHER RELATED TO THE PROVISION OF SERVICES OR OTHERWISE.

THE FOREGOING EXCLUSIONS OR LIMITATIONS MAY NOT APPLY TO THE EXTENT PROHIBITED BY APPLICABLE LAW.

Miscellaneous Provisions

Choice of Law. These Terms of Service and the relationship between you and the Company shall be governed by the laws of the State of Delaware without regard to its conflict of law provisions.

Relationship of the Parties. This Agreement does not, and will not be construed to, create any partnership, joint venture, employer-employee, agency or franchisor-franchisee relationship between you and the Company.

Entire Agreement. These Terms of Service and Privacy Policy referenced herein, and any applicable Contributor Agreement, consent form, project terms, or other written additional terms constitute the entire agreement between you and the Company concerning the subject matter herein and the use of the Services and/or Website. They supersede any and all previous or contemporaneous agreements, written or oral, between you and the Company, including previous versions of these Terms of Service and/or Privacy Policy, with respect to the terms referenced herein. If there is a discrepancy between these Terms of Service and Privacy Policy and any applicable written additional terms, the additional terms shall govern solely for the matters they expressly cover.

Modification. The Company reserves the right, at its sole and absolute discretion, to change, modify, add to, supplement or delete any of these Terms of Service and/or Privacy Policy, and any and all referenced and/or incorporated exhibits or policies, programs and guidelines. The Company will post the updated terms to this page and endeavor to notify you of any material changes by email, but will not be liable for any failure to do so. If any future changes to these Terms of Service and/or Privacy Policy are unacceptable to you or cause you to no longer be in compliance with these Terms of Service, you must terminate, and immediately stop using, the Services. Your continued use of the Services following any revision to these Terms of Service constitutes your complete and irrevocable acceptance of any and all such changes.

Assignment. The Company may assign these Terms of Service and/or Privacy Policy in whole or part at any time. However, you may not assign, delegate or transfer this Agreement in whole or in part, without the Company’s prior written consent.

No Waiver. Any failure of the Company to enforce or exercise a right provided in these Terms of Service and/or the Privacy Policy is not a waiver of that right.

Severability. Should any provision of these Terms of Service be found invalid or unenforceable, the remaining terms shall still apply.

Force Majeure. Neither Party will be liable for any failure or delay in performance under this Agreement (other than for delay in the payment of money due and payable hereunder) for causes beyond that Party’s reasonable control and occurring without that Party’s fault or negligence, including, but not limited to, acts of God, acts of government, flood, fire, civil unrest, acts of terror, strikes or other labor problems (other than those involving the Company’s or your employees, respectively), computer attacks (by government/nation entities or otherwise) or malicious acts, such as attacks on or through the Internet, any Internet service provider, telecommunications or hosting facility. Dates by which performance obligations are scheduled to be met will be extended for a period of time equal to the time lost due to any delay so caused.

Electronic Communications and Signatures. You agree to the use of electronic communication in order to enter into agreements and place orders, and to the electronic delivery of notices, policies and records of transactions initiated or completed through the Services. Furthermore, you hereby waive any rights or requirements under any laws or regulations in any jurisdiction that require an original (non-electronic) signature or delivery or retention of non-electronic records, to the extent permitted under applicable law.

Notices. Any notices provided by the Company under this Agreement and/or the Privacy Policy may be delivered to you to the email address(es) we have on file for your Account. You hereby consent to receive notice from us through the foregoing means, and such notices will be deemed effective when sent if on a business day, and if not sent on a business day then on the next business day. Except as otherwise specified in the Agreement, any notices to the Company under this Agreement must be delivered either via email to legal@besimple.ai or via first class registered U.S. mail, overnight courier, to:

Besimple, Inc

440 N Barranca Ave #6688

Covina, California 91723

DISPUTE RESOLUTION AND BINDING ARBITRATION

Applicable Law. This Arbitration Agreement is governed by the Federal Arbitration Act, (9 U.S.C. § 1, et seq.; hereafter the “FAA” or “Act”) and governs all aspects of your relationship with Company. This agreement reflects a transaction involving commerce within the meaning of the Act. The Act and cases interpreting the Act will govern the interpretation and enforcement of this Dispute Resolution and Binding Arbitration Agreement.

Scope of this Arbitration Agreement. You understand and agree that you and Company will arbitrate any past, present and future disputes controversies or claims (“Dispute”) relating to Company, your engagement with, access to or use of Company’s Services, your use of any other services provided by Company, any advertising or marketing communications regarding Company or any Service Provider, any products or services sold or distributed through Company or to any aspect of your relationship or transactions with Company as a User of our Services or that you may otherwise have against (i) Company; (ii) Company’s officers, directors, employees or agents; (iii) Company’s parent, subsidiary and affiliated companies or entities (and any of their officers, directors, employees or agents); and/or (iv) all successors and assigns of any of these persons or entities.

Types of Disputes Subject to this Agreement. The types of Disputes that are covered by this agreement include, but are not limited to, contract claims, tort claims, claims against Company in any way related to the Services or use of Company’s Platform; claims related to your registration for an Account to use Company’s technology or Platform or any verification- or background check-related claims, claims related to any payments, or compensation you receive or are entitled to receive in connection with your use of the Services, and claims for violation of any federal, state, or local government law, statute, regulation, or ordinance, except those claims not arbitrable as a matter of applicable law not preempted by the Federal Arbitration Act, will be resolved by binding arbitration, rather than in court. Except for those limitations set forth below, this Arbitration Agreement shall otherwise apply, without limitation, to all Disputes between you and Company, including any Disputes that arose or were asserted before the Effective Date of this Agreement.

When Arbitration Does Not Apply. To the extent that any claim is not arbitrable as a matter of applicable law and not otherwise preempted by the Federal Arbitration Act, this arbitration agreement does not apply. Nothing in this Arbitration Policy prevents, or is intended to prevent, the investigation by a federal or state governmental agency of any report, claim or charge related to Company or your use of its service that otherwise would be required to be arbitrated under this agreement.  This arbitration agreement does not prevent federal or state administrative agencies from adjudicating claims and awarding remedies based on those claims, even if this arbitration agreement or other terms of service would otherwise cover the claims.  Nothing in this Arbitration Policy prevents or excuses a party from satisfying any required conditions precedent and/or exhausting any required administrative remedies under applicable law before bringing a claim in arbitration which is related to a Dispute relating to Company or your use of the service. 

Concurrent Governmental or Administrative Jurisdiction. Nothing in this Arbitration Agreement prevents, or is intended to prevent, the investigation by a federal or state governmental agency of any report, claim or charge related to Company or your use of its platform that otherwise would be required to be arbitrated under this agreement. This arbitration agreement does not prevent federal or state administrative agencies from adjudicating claims and awarding remedies based on those claims, even if this arbitration agreement or other terms of service would otherwise cover the claims; provided, however, that if you and Company have completed the arbitration process contemplated by this agreement prior to the date upon which a federal or state administrative agency commences its adjudicative process, the decision of the arbitrator may be submitted by Company to the administrative agency as evidence that the Dispute giving rise to the investigation or adjudication has been successfully resolved by and between the parties themselves and that the agency should therefore give deference to that arbitration decision.

Conditions Precedent Not Excused. Nothing in this Arbitration Agreement prevents or excuses a party from satisfying any required conditions precedent and/or exhausting any required administrative remedies under applicable law before bringing a claim in arbitration which is related to a Dispute or which relates to Company, a User, or your use of the platform. 

Exception for Small Claims and Intellectual Property Disputes. You and Company also each retain the right to bring an action in small claims court so long as the matter remains in such court and advances only on an individual (non-class, non-representative) basis; or to seek injunctive or other equitable relief on an individual basis in a federal or state court located in the county in which you resided at the time the events giving rise to the Dispute occurred, including with respect to any dispute, claim or controversy related to the actual or threatened infringement, misappropriation or violation of a party's intellectual property or proprietary rights (such as trademarks, trade dress, domain names, trade secrets, copyrights, and patents).

Attempt to Informally Resolve Disputes Required. You and Company agree that good-faith informal efforts to resolve disputes often results in a prompt, low-cost and mutually beneficial outcome. To expedite resolution and reduce the cost of any Dispute, before proceeding with arbitration or any matter which is not required to be arbitrated under the terms of this Agreement you and Company agree to first attempt in good faith to resolve any Dispute (except those Disputes expressly excluded below) informally through negotiation for at least ninety (90) days before initiating any arbitration or court proceeding.

How We Will Conduct Informal Negotiations: You agree that we will personally meet and confer, via telephone or videoconference, to undertake a good-faith effort to resolve informally any Dispute covered by this mutual Arbitration Agreement. If you are represented by an attorney, your attorney may participate in the conference, but you must still also fully participate in the conference. 

Notice Required to Start Informal Negotiations: If one of us wishes to seek resolution of a Dispute related to any aspect of your relationship with Company must give notice to the other party in writing of its, his, or her desire for an informal dispute resolution conference. To notify Company that you intend to initiate an informal dispute resolution conference, you must send written notice to Company by mail or facsimile transmission at the address and phone numbers provided in the Notices section of these terms of service or email the request for informal dispute resolution to legal@besimple.ai. The notice must provide your name, telephone number associated with your Company account (if any), the email address associated with your Company account, and a description of the Dispute. 

Timing:  The informal conference required by this section will occur within 60 days after the other party receives notice of a desire to conduct a conference, unless you and Company mutually agree to an extension of time.  In the interval between the sending of notice and the date of the informal dispute resolution conference, the parties shall be free to attempt to resolve the initiating party’s claims. Engaging in an informal dispute resolution conference is a requirement that must be fulfilled before commencing arbitration or any court proceeding relating to a Dispute. While the informal dispute resolution process takes place, any statute of limitations and any filing deadlines which govern the Dispute shall be tolled until you and Company agree to (or, alternatively, Company notifies you in writing of its intent to), conclude the informal negotiation process. If the informal dispute resolution process does not fully and finally resolve the Dispute within ninety (90) days of the date upon which one party notifies the other of a desire to engage in informal dispute resolution, the parties can agree to continue the informal dispute resolution process or, if they do not reach agreement to do so, conclude the informal dispute resolution process. 

The Arbitration Process. You and Company agree that the following will apply if the informal dispute conference does not end with a full and final resolution of any Dispute governed by this arbitration agreement that is not otherwise exempted from arbitration by the terms of this agreement.

Notice of Intent to Arbitrate: Before you may begin an arbitration proceeding, you must send notice of an intent to initiate arbitration to Company. The notice must be in writing and include a certification by you that the pre-filing informal dispute resolution process has been completed. If notice of arbitration is being sent to Company, it must be sent by email to the attorney who represented Company in the informal dispute resolution process with you. If Company  did not have an attorney during the informal dispute process, then this notice must be sent by mail to the Notice address provided in Company’s terms of service. The notice required by this section must include (1) the name, telephone number, mailing address, and e-mail address of the party seeking arbitration; (2) a statement of the legal claims being asserted and the factual bases of those claims; (3) a description of the remedy sought and an accurate, good-faith calculation of the amount in controversy, enumerated in United States Dollars (any request for injunctive relief or attorneys’ fees shall not count toward the calculation of the amount in controversy unless such injunctive relief seeks the payment of money); and (4) the signature of the party seeking arbitration.

Initiation of Arbitration:  The arbitration will be conducted by an arbitrator affiliated with Judicial Arbitration and Mediation Services (“JAMS”) under its rules and pursuant to the terms of this Agreement.  A demand for JAMS arbitration demand must be submitted to JAMS in writing and served upon Company by sending it to the attorney who represented Company in the informal dispute resolution process with you. If Company did not have an attorney during the informal dispute process, then this notice must be sent by mail to the Notice address provided in Company’s terms of service.

Time Limits for Commencing Arbitration:  Any party to this Arbitration Agreement asserting that a Dispute or other type of claim exists by and between you and any Company Party must give written notice of the dispute and/or claim to the other party not later than the expiration of the statute of limitations that the law prescribes for resolution of  the type of Dispute at issue between the parties; provided, however, that the statute of limitations shall be tolled during the time that the parties are engaged in the informal dispute resolution process set forth above. Filing a government complaint will not extend the statute of limitations for commencing arbitration except to the extent required by applicable law not preempted by the Federal Arbitration Act. The parties acknowledge that they are encouraged to give written notice of any Dispute as soon as possible after the event or events in dispute so that arbitration of any disputes may take place promptly. The Arbitrator shall resolve all disputes regarding the timeliness or propriety of the demand for arbitration.

Selection of the Arbitrator: The arbitrator will be selected utilizing the rules for appointment in effect at JAMS at the time arbitration is initiated. You and Company will each have those rights to participate in the selection of a neutral arbitrator provided for by JAMS’s rules. If no arbitrator is available through JAMS to arbitrate, the parties will then proceed with arbitration through either JAMS or another alternative arbitral forum. 

Rules to be Used in Arbitration: The arbitration will be commenced and conducted under JAMS’ Comprehensive Arbitration Rules & Procedures ("JAMS Rules"). You may review these rules at JAMS website (https://www.jamsadr.com/rules-comprehensive-arbitration/#Rule-7). In the event that an alternative arbitral forum is required to be chosen for any reason, the arbitration rules used by that alternative forum for the type of Dispute at issue shall apply to the arbitration.

Costs of Arbitration: Your duty to pay arbitration fees and your share of arbitrator compensation will be governed by the JAMS Rules (and, where appropriate, limited by JAMS Rules) governing the particular type of dispute.  All disputes regarding the payment of arbitrator or arbitration-organization fees, including the timing of such payments and remedies for nonpayment, shall be determined exclusively by the arbitrator, and not by any court.

Location for Arbitration:  The arbitration may be conducted through the submission of documents, by phone or remotely online or by videoconference or, if the arbitrator so orders, in person. In the event that the arbitrator orders that the arbitration take place in person, the arbitration will take place in the county (or comparable governmental unit) in which you last received services from a Service Provider. No Dispute subject to this arbitration agreement will be subject to in-person arbitration in any other venue or forum absent agreement between you and Company. 

Powers and Duties of the Arbitrator. Only the arbitrator, and not any federal, state, or local court or agency, shall have the authority to resolve any Dispute. This power and authority includes the authority to resolve all matters relating to the interpretation, applicability, validity, breach, enforceability, or formation of this arbitration agreement, including without limitation any claim that all or part of this arbitration agreement is void or voidable. The arbitrator shall have exclusive authority to resolve all threshold arbitrability questions relating to a Dispute. 

Procedural Decisions During Arbitration. The arbitrator shall have the sole authority to rule upon requests for discovery or make procedural rulings as provided for under JAMS rules, and to consider and rule upon motions brought by either party which are dispositive of all or part of any Dispute. The arbitrator will have the authority to award, on an individual basis, compensatory monetary damages and any non-monetary remedy or relief available to an individual under applicable law, the arbitral forum’s rules, and Company’s terms of service. The arbitrator has the same authority to award relief on an individual basis that a judge in a court of law would have; provided, however, that the arbitrator shall have no power to award punitive or exemplary damages except where permitted by statute, and you and Company waive any right to recover punitive and/or exemplary damages. 

Statement of Decision. Upon the conclusion of the arbitration process, the arbitrator will issue a decision about the Dispute in writing but need not provide a statement of the reasons for the decision unless you or Company request one. If requested, the arbitrator will include in his or her statement of decision the essential findings and conclusions on which any award (or decision not to render an award) is based, including the calculation of any damages awarded. The arbitrator’s decision is final and binding on you and Company.

Non-Precedential Nature of Award:  The arbitrator’s award shall be binding only among the parties to the arbitration. The award shall have no preclusive effect in any other arbitration or other proceeding involving a different party and may not be used by any party to the arbitration as evidence in any subsequent or different arbitration or in any court proceeding other than one arising from or relating to the Dispute which resulted in the arbitration award. 

Mutual Assent to Court Proceedings in Furtherance of Arbitration: By accepting this arbitration agreement, you and Company mutually consent to the personal and subject matter jurisdiction of the federal and state courts located in the county (or comparable governmental unit) in which you reside. By accepting this arbitration agreement, you and Company mutually consent to the jurisdiction of the federal and state courts solely for the purposes of (a) compelling arbitration pursuant to the terms of this agreement; (b) staying any pending court proceeding pending arbitration; or (c) to confirm, modify, vacate and/or enter judgment on any award made by the arbitrator.

Waiver of Court or Jury Trial. BY AGREEING TO ARBITRATE, YOU AND THE COMPANY ARE EACH GIVING UP ANY CONSTITUTIONAL AND STATUTORY RIGHTS TO GO TO COURT AND TO HAVE ANY DISPUTE HEARD THERE BY A JUDGE OR JURY. You and Company are instead electing to have any and all of your claims and disputes against each other resolved by arbitration, except as expressly specified in these terms of service. You and Company are making this election knowing that there is no judge or jury in arbitration proceedings, and that court review of an arbitration award is limited.

Waiver of Right to Participate in Third-Party, Class or Consolidated Actions. IF YOU AGREE TO ARBITRATION WITH Company, YOU ARE AGREEING IN ADVANCE THAT NEITHER YOU NOR Company WILL PARTICIPATE IN, OR SEEK TO RECOVER MONETARY OR OTHER RELIEF IN, ANY CLASS, COLLECTIVE, AND/OR REPRESENTATIVE LAWSUIT. YOU AND Company AGREE TO WAIVE ANY RIGHT TO RESOLVE ANY DISPUTE, CONTROVERSY OR CLAIM WITHIN THE SCOPE OF THIS ARBITRATION AGREEMENT ON A CLASS, COLLECTIVE, OR REPRESENTATIVE BASIS.

If Waiver Deemed Unenforceable:   If for any reason this waiver of class or consolidated actions is deemed invalid or unenforceable with respect to a particular Dispute, neither you nor Company is entitled to arbitration of such Dispute. Instead, all such Disputes will then be resolved in a court of law unless you and Company agree to resolve the Dispute in another fashion. 

Class Action Settlement: This waiver of class or consolidated action does not prevent Company or you from entering into, or participating in, a class-wide settlement of claims. 

Third-Party Cases: Cases may be filed against Company that attempt to assert individual or class-action claims against the company. BY ACCEPTING COMPANY’S TERMS OF SERVICE, YOU AGREE NOT TO PARTICIPATE IN SUCH CASES AS A PARTY, EXCEPT AS IT RELATES TO A CLASS-WIDE SETTLEMENT OF CLAIMS.

Batch Arbitrations. If within any 30-day period 100 or more similar arbitration demands against Company are submitted to an arbitration provider selected in accordance with Company’s Dispute Resolution and Binding Arbitration party and presented by, or with the assistance, of the same law firm or organization, the arbitration provider shall (i) group the arbitration demands into batches of no more than 100 demands per batch (or, to the extent there are less than 100 arbitration demands left over after the batching described above, a final batch consisting of the remaining demands); and (ii) provide for resolution of each batch as a single arbitration with one set of filing and administrative fees and one arbitrator assigned per batch. You agree to cooperate in good faith with Company and the arbitration provider to implement such a batch approach to resolution and arbitration fees. Except as provided for here, YOU AND Company AGREE THAT ALL DISPUTES WITHIN THE SCOPE OF THIS ARBITRATION AGREEMENT MUST BE ARBITRATED ON AN INDIVIDUAL BASIS AND MAY NOT BE ARBITRATED ON A CLASS OR COLLECTIVE BASIS EXCEPT AS SET FORTH IN THIS AGREEMENT. CLAIMS OF MORE THAN ONE CUSTOMER OR USER CANNOT BE ARBITRATED OR LITIGATED JOINTLY OR CONSOLIDATED WITH THOSE OF ANY OTHER CUSTOMER OR USER EXCEPT AS SET FORTH IN THIS AGREEMENT.

Opting out of the Arbitration Agreement. If you are a new User of Company who is creating a Company account for the first time, you may opt out of this Arbitration Agreement. If you do so, neither you nor Company can force the other to arbitrate as a result of this Agreement. To opt out, you must notify Company in writing no later than the earlier of (1) 30 days after first creating your Company account or (2) 30 days after your first use of the Services. Your written notice must include your name and address, your Company username (if any), the email address you currently use to access your Company account (if you have one), and telephone number. Your written notice must also contain a clear statement that you wish to opt out of this Arbitration Agreement. You must send written notice of your desire to opt-out to Company by mail or facsimile transmission at the address and phone numbers provided in the Notice section of these terms of service or by email to legal@besimple.ai. This is the only way in which you, as a new User of Company’s Services, may opt out of this Arbitration Agreement. If you opt out of this Arbitration Agreement, all other parts of Company’s Terms of Service will continue to apply to you.

Opting Out for Existing Customers:  If you are an ongoing User of Company, and you receive notice from the company of a change to these “Dispute Resolution and Binding Arbitration” terms of service, you may also opt out of the new version of the arbitration agreement by following the procedures set forth above for opting out if you were a new user. However, as an ongoing customer, your choice to opt out of any new version of the “Dispute Resolution and Binding Arbitration” terms of service has no effect on any previous, other, or future arbitration agreements that you may have with us. If you accepted a previous version of these Terms that included an arbitration agreement and did not timely opt out of the arbitration agreement reflected in that previous version, you remain bound by the last arbitration agreement you agreed to. Upon receipt of a valid opt-out notice from you, Company will provide you with a copy of the arbitration agreement from the last version of Company’s terms of service that you accepted.

Modification. Notwithstanding any provision in the Agreement to the contrary, we agree that if Company makes any future material change to this Arbitration Agreement, the modification will not apply to any Dispute for which you had already given notice of the claim to Company prior to the effective date of the change.

Confidentiality. All aspects of the arbitration proceeding, and any ruling, decision, or award by the arbitrator, will be kept strictly confidential for the benefit of all parties except to the degree that disclosure of the existence of an arbitration and subsequent arbitration award is necessary for you or Company to seek vacation, modification, confirmation and/or enforcement of the award in court.

Severability. If a court or the arbitrator decides that any term of this Arbitration Agreement (other than the subsection above titled “Waiver of Right to Participate in Third-Party, Class or Consolidated Actions”) is invalid or unenforceable, the parties agree to replace such term or provision with a term or provision that is valid and enforceable and that comes closest to expressing the intention of the invalid or unenforceable term or provision, and this Dispute Resolution by Binding Arbitration provision will be enforceable as so modified. If a court or the arbitrator decides that any of the provisions in the subsection above titled “Waiver of Right to Participate in Third-Party, Class or Consolidated Actions” are invalid or unenforceable, the remaining portions of this agreement to Dispute Resolution by Binding Arbitration shall remain valid.

Survival of this Agreement. This Arbitration Agreement will survive the termination of your relationship with Company and shall continue to govern the handling of all Disputes after such termination, unless and until a new agreement between you and Company expressly terminates the arbitration agreement.