Last Update: January 10, 2023
Founders1 GmbH
Adelheidstr 93
65185 Wiesbaden
Represented by
Geschäftsführer: Eckhard Ortwein
Contact
Tel.: +49 (0)172 7801239
Registered at
Charlottenburg (Berlin), HRB 234373 B
VAT-ID
Sales Tax VAT-ID related to §27a UStG: DE347408472
Agreement with a user that creates a new workspace and invites users to join the workspace
Effective: January 10, 2023
These Customer Terms of Service (the “Customer Terms”) describe your rights and responsibilities when accessing and using our onlineSingle-Source-of-Trust platform enabling Know-your-Customer (KYC) and collaboration processes (the “Services”). Please read them carefully. If you are a Customer (defined below), these Customer Terms govern your access and use of our Services. If you are being invited to a workspace set up by a Customer, the User Terms of Service (the “User Terms”)govern your access and use of the Services. We are grateful you’re here.
These Customer Terms (or, if applicable, your written agreement with us)and any Order Form(s) (defined below) together form a binding “Contract”between Customer and us. “We,” “our” and “us” refers to the applicableBetterCo entity in the section entitled “Which BetterCo Entity is CustomerContracting With?” below.
If you purchase subscription(s), create a workspace (i.e., a digital space where a group of users may access the Services, as further described in our Help Center pages), invite users to that workspace, or use or allow use of that workspace after being notified of a change to theseCustomer Terms, you acknowledge your understanding of the then-current Contract and agree to the Contract on behalf of Customer.Please make sure you have the necessary authority to enter into theContract on behalf of Customer before proceeding.
“Customer” is the organization that you represent in agreeing to the Contract. If your workspace is being set up by someone who is not formally affiliated with an organization, Customer is the individual creating the workspace. For example, if you signed up using a personal email address and invited a couple of friends to work on a new startup idea but haven't formed a company yet, you are the Customer.
If you signed up for a plan using your corporate email domain, your organization is Customer, and Customer can modify and re-assign roles on your workspace (including your role) and otherwise exercise its rights under the Contract. If Customer elects to replace you as there presentative with ultimate authority for the workspace, we will provide you with notice following such election and you agree to take any actions reasonably requested by us or Customer to facilitate the transfer of authority to a new representative of Customer.
Individuals authorized by Customer to access the Services (an “AuthorizedUser”) via a provisioned account (“User Account”) may submit or access content or information to/of the Services, such as information, messages, files or data (“User Data”). Authorized Users solely own User Data and can authorize Customer, other Authorized Users or other Individuals (a“Guest User”) to access User Data.
Customer, however, may exclusively provide us with instructions on what todo with the User Account. For example, Customer may provision or deprovision User Accounts and access to the Services, enable or disable third party integrations, manage permissions, retention and export settings, transfer or assign workspaces, add, change or deleteCustomer data, or consolidate workspaces or data in module with other workspaces or data in modules. Since these choices and instructions may result in the access, use, disclosure, modification or deletion of certain or all User Data, please review the Help Center pages for more information about these choices and instructions.
Customer will (a) inform Authorized Users of all Customer policies and practices that are relevant to their use of the Services and of any settings that may impact the processing of User Data; and (b) ensure the authorized transfer and processing of User Data under the Contract is lawful.
A subscription allows an Authorized User to access the Services. No matter the role, a subscription is required for each Authorized User. A subscription may be procured through the Services interface, or in some cases, via an order form entered into between Customer and us (each, an “OrderForm”). Please see the Help Center for more information on procuring subscriptions and inviting new Authorized Users. Each Authorized User must agree to the User Terms to activate their subscription. Subscriptions commence when we make them available to Customer and continue for the term specified in the Services “check-out” interface or in the Order Form, as applicable. Each subscription is for a single Authorized User for a specified term and is personal to that Authorized User. We sometimes enter into other kinds of ordering arrangements, but that would need to be spelled out and agreed to in an Order Form. During an active subscription term, adding more subscriptions is fairly easy. Unless the Order Form says otherwise, Customer may purchase more subscriptions at the same price stated in the Order Form and all will terminate on the same date. Check out our Help Center pages for additional information onsetting up a workspace and assigning roles.
We may share information about our future product plans because we like transparency. Our public statements about those product plans are an expression of intent, but do not rely on them when making a purchase.If Customer decides to buy our Services, that decision should be based on the functionality or features we have made available today and not on the delivery of any future functionality or features.
Occasionally, we look for beta testers to help us test our new features.These features will be identified as “beta” or “pre-release,” „early adopter“ or words or phrases with similar meanings (each, a “BetaProduct”). Beta Products may not be ready for prime time so they are made available “as is,” and any warranties or contractual commitments we make for other Services do not apply. Should Customer encounter any faults with our Beta Products, we would love to hear about them; our primary reason for running any beta programs is to iron out issues before making anew feature widely available.
The more suggestions our customers make, the better the Services become. IfCustomer sends us any feedback or suggestions regarding the Services, there is a chance we will use it, so Customer grants us (for itself and all of its Authorized Users and other Customer personnel) an unlimited, irrevocable, perpetual, sublicens able, transferable, royalty-free license to use any such feedback or suggestions for any purpose without any obligation or compensation to Customer, any AuthorizedUser or other Customer personnel. If we choose not to implement the suggestion, please don’t take it personally. We appreciate it nonetheless.
Our Services integrate third party offerings and include a platform that third parties may use to develop applications and software that complement Customer’s use of the Services (each, a “Non-BetterCo Product”). We will also maintain a directory called the BetterCo App Directory where someNon-BetterCo Products are available for installation. THESE ARE NOT OUR SERVICES, SO WE DO NOT WARRANT OR SUPPORT NON-BETTER-CO PRODUCTS, AND, ULTIMATELY,CUSTOMER (AND NOT US) WILL DECIDE WHETHER OR NOT TO ENABLE THEM. ANY USEOF A NON-BETTER-CO PRODUCT IS SOLELY BETWEEN CUSTOMER AND THE APPLICABLE THIRD PARTY PROVIDER.
If a Non-BetterCo Product is enabled for Customer’s workspace, please be mindful of any User Data that will be shared with the third party provider and the purposes for which the provider requires access. We will not be responsible for any use, disclosure, modification or deletion of UserData that is transmitted to, or accessed by, a Non-BetterCoProduct. Check out our Help Center pages for more information.
Please review our Privacy Policy(https://www.BetterCo.ai/privacy-policy) NOTE: we upload there PRIVACY POLICY WHICH YOU FIND BELOW) for more information on how we collect and use data relating to the use and performance of our websites and products.
Customer must comply with the Contract and ensure that its AuthorizedUsers comply with the Contract and the User Terms. We may review conduct for compliance purposes, but we have no obligation to do so. Weren't responsible for the content of any User Data or the way Customer or its Authorized Users choose to use the Services to store or process any User Data. The Services are not intended for and should not be used by anyone under the age of 16. Customer must ensure that all AuthorizedUsers are over 16 years old. Customer is solely responsible for providing high speed internet service for itself and its Authorized Users to access and use the Services.
If we believe that there is a violation of the Contract that can simply be remedied by Customer’s removal of certain User Data or Customer’s disabling of a Non-BetterCo Product, we will, in most cases, ask Customer to take direct action rather than intervene. However, we may directly step in and take what we determine to be appropriate action, if Customer does not take appropriate action, or if we believe there is a credible risk of harm to us, the Services, Authorized Users, Guest Users or any third parties.
For Customers that purchase our Services, fees are specified at the Services interface“check-out” or in the Order Form(s) — and must be paid in advance. Payment obligations are non-cancelable and, except as expressly stated in the Contract, fees paid are non-refundable. For clarity, in the eventCustomer downgrades any subscriptions from a paid plan to a free plan,Customer will remain responsible for any unpaid fees under the paid plan, and Services under the paid plan will be deemed fully performed and delivered upon expiration of the initial paid plan subscription term. Checkout our Help Center pages for more information about payment options.If we agree to invoice Customer by email, full payment must be received within fifteen (15) 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”). Customer will be responsible for paying all Taxes associated with its purchases, except for those taxes based on our net income. Should any payment for the Services be subject to with holding tax by any government, Customer will reimburse us for such with holding tax.
Any credits that may accrue to Customer’s account (for example, from a promotion or application of the Fair Billing Policy), will expire following expiration or termination of the applicable Contract, will have no currency or exchange value, and will not be transferable or refundable.
If any fees owed to us by Customer (excluding amounts disputed reasonably and in good faith) are thirty (30) days or more overdue, we may, without limiting our other rights and remedies, downgrade any fee-basedServices to free plans until those amounts are paid in full, so long as we have given Customer ten (10) or more days’ prior notice that its account is overdue. Notwithstanding the second paragraph of the “Providing the Services” section below, Customer acknowledges and agrees that a downgrade will result in a decrease in certain features and functionality and potential loss of access to User Data.
Customer isn’t the only one with responsibilities; we have some, too. We will (a) make the Services available to Customer and its Authorized Users as described in the Contract; and (b) not use or process User Data for any purpose without Customer’s prior written instructions; provided ,however , that “prior written instructions” will be deemed to include use of the Services by Authorized Users and any processing related to such use or otherwise necessary for the performance of the Contract. For the avoidance of doubt, „written“ does not require a paper copy but a durable and legible declaration in which the person making the declaration is named (see Sec. 126b German Civil Code – Bürgerliches Gesetzbuch).
Be assured that (a) the Services will perform materially in accordance with our then-current Help Center pages; and (b) subject to the “Non-BetterCo Products” and “Downgrade for Non-Payment” sections, we will not materially decrease the functionality of a Service during a subscription term. For any breach of a warranty in this section,Customer’s exclusive remedies are those described in the sections titled“Termination for Cause” and “Effect of Termination”.
For all Service plans, we will use commercially reasonable efforts to make the Services available 24 hours a day, 7 days a week, excluding planned downtime. We expect planned downtime to be infrequent but will endeavor to provide Customer with advance notice (e.g., through theServices), if we think it may exceed sixty (60) continuous minutes.We do not provide remedy for any downtime and related inconvenience.
Business days are all Mondays to Fridays, excluding German national holidays, from 09:00 to 17:00 CEST. We are striving to be responded toCustomer Requests within three (3) Business days and start working on resolving issues as soon as possible.
The protection of User Data is a top priority for us so we will maintain administrative, physical, and technical safeguards at a material level. Those safeguards will include measures for preventing unauthorized access, use, modification, deletion and disclosure of UserData by our personnel. Before sharing User Data with any of our third party service providers, we will ensure that the third party maintains, at a minimum, reasonable data practices for maintaining the confidentiality and security of User Data and preventing unauthorized access. Customer (not us) bears sole responsibility for adequate security, protection and backup of UserData when in Customer’s or its representatives’ or agents’ possession or control or when Customer chooses to use unencrypted gateways (e.g.,IRC/XMPP clients) to connect to the Services. We are not responsible for what Customer’s Authorized Users or Non-BetterCo Products do withUser Data. That is Customer’s responsibility.
We may leverage our employees, those of our corporate affiliates and third party contractors (the “BetterCo Extended Family”) in exercising our rights and performing our obligations under the Contract. We will be responsible for the BetterCo Extended Family’s compliance with our obligations under the Contract.
Subject to the terms and conditions of the Contract, Customer (for itself and all of its Authorized Users) grants us and the BetterCo ExtendedFamily a worldwide, non-exclusive, limited term license to access, use, process, copy, distribute, perform, export and display User Data, and any Non-BetterCo Products created by or for Customer, only as reasonably necessary (a) to provide, maintain and update the Services; (b)to prevent or address service, security, support or technical issues;(c) as required by law; and (d) as expressly permitted in writing byCustomer. Customer represents and warrants that it has secured all rights in and to User Data from its Authorized Users as may be necessary to grant this license.
We own and will continue to own our Services, including all related intellectual property rights. We may make software components available, via app stores or other channels, as part of the Services. We grant to Customer an on-sublicens able, non-transferable, non-exclusive, limited license forCustomer and its Authorized Users to use the object code version of these components, but solely as necessary to use the Services and in accordance with the Contract and the User Terms. All of our rights not expressly granted by this license are hereby retained.
We might enable Customer to identify its contractual partners (e.g.clients), any persons acting on their behalf and beneficial owners (the"Contractual Partners"). For the purpose of this identification, the Services connect the Customer or its Contractual Partners to an electronic (video) identification procedure (e.g. via API) (the"Procedure").
The Procedure is compliant with the requirements for identification by video transmission under the German Money Laundering Act (Geldwäschegesetz– GwG), which the German Federal Financial Supervisory Authority(Bundesanstalt für Finanzdienstleistungsaufsicht – BaFin) has specified inits Circular (Rundschreiben) 3/2017 (GW) - Video Identification Procedure (Videoidentifizierung) (the "Circular"). The Procedure is also compliant with the requirements of other European supervisory authorities. Please contact us for information on a case-by-case basis.
In order to comply with the requirements of the Circular, the Customer shall enter into the so-called Compliance Agreements (the "Compliance Agreements") with identification service providers (the "Service Providers"). The Service Providers shall be appointed by us. During the term of this Contract, it may be necessary to enter into additional Compliance Agreements with additional Service Providers. The Service Providers shall be obligated by the Compliance Agreements in relation to the Customer to comply with the Circular and thus to provide services in compliance with money laundering law. The Customer shall not incur any costs as a result of the Compliance Agreements.
The Customer agrees and authorizes BetterCo to store the information obtained during the Procedure (“KYC Verification Data”) in theCustomer’s workspace(s). During the term of this Contract, KYCVerification Data shall be immediately and directly electronically retrievable there for the Customer.
The Customer agrees that other Customers may access and use Customer’s KYCVerification Data if these other Customers have to identify the same Contractual Partners as the Customer (“KYC Verification DataSharing”). This KYC Verification Data Sharing requires consents of theContractual Partners which is collected through the Services.BetterCo shall use its best efforts to ensure that the Customer, for it spart, may also access the KYC Verification Data from other Customers and that the necessary consents of the Contractual Partners and of otherCustomers have been obtained for this purpose (“Fair Use”).
If the Customer and other Customers make use of KYC Verification DataSharing, BetterCo undertakes to transmit the KYC Verification Data immediately and directly as a messenger. The Customer a knowledges that BetterCo is not entitled to provide information about the identity of the other customers unless such disclosure is necessary due to an authority requirement.
As further described below, a free subscription continues until terminated, while a paid subscription has a term that may expire or be terminated. TheContract remains effective until all subscriptions ordered under theContract have expired or been terminated or the Contract itself terminates. Termination of the Contract will terminate all subscriptions and all Order Forms.
Unless an Order Form says something different, (a) all subscriptions automatically renew (without the need to go through the Services-interface“check-out” or execute a renewal Order Form) for additional periods equal to one (1) year or the preceding term, whichever is shorter; and (b)the per-unit pricing during any automatic renewal term will remain the same as it was during the immediately prior term. Either party can give the other notice of non-renewal at least thirty (30) days before the end of a subscription term to stop the subscriptions from automatically renewing.
We or Customer may terminate the Contract on notice to the other party if the other party materially breaches the Contract and such breach is not cured within thirty (30) days after the non-breaching party provides notice of the breach. Customer is responsible for its Authorized Users, including for any breaches of this Contract caused by its AuthorizedUsers. We may terminate the Contract immediately on notice to Customer if we reasonably believe that the Services are being used by Customer or its Authorized Users in violation of applicable law.
Customer may terminate its free subscriptions immediately without cause.We may also terminate Customer’s free subscriptions without cause, but we will provide Customer with thirty (30) days prior written notice.
Upon any termination for cause by Customer, we will refund Customer any prepaid fees covering the remainder of the term of all subscriptions after the effective date of termination. Upon any termination for cause by us, Customer will pay any unpaid fees covering the remainder of the term of those subscriptions after the effective date of termination. In no event will any termination relieve Customer of the obligation to pay any fees payable to us for the period prior to the effective date of termination.
We are custodians of User Data. During the term of a workspace’s subscriptions, Customer, Authorized Users and Guest users with access toUser Data will be permitted to export or share certain User Data from the Services; provided, however, that because we have different products with varying features and Customer has different retention options,Customer acknowledges and agrees that the ability to export or share UserData may be limited or unavailable depending on the type of Services plan in effect and the data retention, sharing or invite settings enabled.Following termination or expiration of a workspace’s subscriptions, we will have no obligation to maintain or provide any User Data and may there after, unless legally prohibited, delete all User Data in our systems or otherwise in our possession or under our control.
Customer represents and warrants that it has validly entered into theContract and has the legal power to do so. Customer further represents and warrants that it is responsible for the conduct of its AuthorizedUsers and their compliance with the terms of this Contract and the UserTerms.
EXCEPT AS EXPRESSLY PROVIDED FOR HEREIN, THE SERVICES AND ALL RELATED COMPONENTS AND INFORMATION ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS WITHOUT ANY WARRANTIES OF ANY KIND, AND WE EXPRESS LYDIS CLAIM ANY AND ALL WARRANTIES, WHETHER EXPRESS OR IMPLIED,INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY, TITLE, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. CUSTOMER ACKNOWLEDGES THATWE DO NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED,TIMELY, SECURE, OR ERROR-FREE.
The limitations under this “Limitation of Liability” section apply with respect to all legal theories, whether in contract, tort or otherwise, and to the extent permitted by law. The provisions of this “Limitation ofLiability” section allocate the risks under this Contract between the parties, and the parties have relied on these limitations in determining whether to enter into this Contract and the pricing for theServices.
In case of willful misconduct and/or gross negligence, BetterCo shall beliable according to the statutory provisions of applicable law.
In case of ordinary negligence, we shall – provided that the standard of liability is not limited according to statutory provisions of applicable law (such as any limitation to the duty of care observed in own affairs) –only be liable for breach of material contractual obligations (material contractual obligations are obligations the breach of which endangers the purpose of the agreement and the fullfilment of which the Customer generally relies and may reasonably rely on); in this case our liability shall be limited to the typical damages that were reasonably foreseeable.
The aforementioned limitations do not apply to (a) damages resulting from injury to life, body or health; (b) liability pursuant to the GermanProduct Liability Act (“Produkthaftungsgesetz”); (c) the assumption of a guarantee for the condition of goods and/or work or fraudulent concealment of defects by us.
The aforementioned limitations of liability shall, subject to the provisions of Section 1.9.3(a), apply to any liability claims for whatever legal reason but in particular due to impossibility, default, defective or incorrect delivery, breach of contract, breach of obligations in contractual negotiations and tort, as far as such claims are subject to fault, and (b) any breach of duty by vicarious agents or any other person for whose conduct we can be held liable according to the statutory provisions of applicable law.
We are not responsible for any technical malfunction or other problems of any telephone, network or service, computer systems, servers or providers, computer or mobile phone equipment, software, failure of email or media players on account of technical problems or traffic congestion on the Internet or at any website or combination there of, including injury or damage to your or to any other person’s computer, mobile phone or other hardware or software, related to or resulting from using or downloading materials in connection with the web and/or in connection with the Services, including any mobile software. Under no circumstances we will be responsible for any loss or damage, including any loss or damage to any User Data or personal injury or death, resulting from anyone’s use of the Services, any User Data or third party applications, software or User Data posted on or through the Services or transmitted to users or any interactions between users of the Services, whether online or offline.
The Services will support logins using two-factor authentication (“2FA”),which is known to reduce the risk of unauthorized use of or access to theServices. We therefore will not be responsible for any damages, losses or liability to Customer, Authorized Users, or anyone else if any event leading to such damages, losses or liability would have been prevented by the use of 2FA. Additionally, Customer is responsible for all login credentials, including usernames and passwords, for administrator accounts as well the accounts of your Authorized Users. We will not be responsible for any damages, losses or liability to Customer, AuthorizedUsers, or anyone else, if such information is not kept confidential byCustomer or its Authorized Users, or if such information is correctly provided by an unauthorized third party logging into and accessing the Services.
Customer will defend BetterCo and the members of the BetterCo ExtendedFamily (collectively, the “ BetterCo 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 AuthorizedUsers’ violation of the Contract or the User Terms (a “Claim AgainstUs”), and will indemnify the BetterCo Indemnified Parties for all reasonable attorney’s fees incurred and damages and other costs finally awarded against a BetterCo Indemnified Party in connection with or as a result of, and for amounts paid by a BetterCo Indemnified Party under a settlement Customer approves of in connection with, a Claim AgainstUs. We must provide Customer with prompt written notice of any ClaimAgainst Us and allow Customer the right to assume the exclusive defense and control, and cooperate with any reasonable requests assistingCustomer’s defense and settlement of such matter. This section statesy our sole liability with respect to, and the BetterCo Indemnified Parties’exclusive remedy against Customer for, any Claim Against Us.
Each party (“Disclosing Party”) may disclose “Confidential Information” to the other party (“Receiving Party”) in connection with the Contract, which is anything that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure including all Order Forms, as well as non-public business, product, technology and marketing information. Confidential Information of Customer includes User Data. If something is labeled “Confidential,” that’s a clear indicator to the Receiving Party that the material is confidential.Notwithstanding the above, Confidential Information does not include information that (a) is or becomes generally available to the public without breach of any obligation owed to the Disclosing Party; (b) was known to the Receiving Party prior to its disclosure by the Disclosing Party without breach of any obligation owed to the DisclosingParty; (c) is received from a third party without breach of any obligation owed to the Disclosing Party; or (d) was independently developed by the Receiving Party.
The Receiving Party will (a) take at least reasonable measures to prevent the unauthorized disclosure or use of Confidential Information, and limit access to those employees, affiliates and contractors who need to know such information in connection with the Contract; and (b) not use or disclose any Confidential Information of the Disclosing Party for any purpose outside the scope of this Contract. Nothing above will prevent either party from sharing Confidential Information with financial and legal advisors; provided, however, that the advisors are bound to confidentiality obligations at least as restrictive as those in the Contract.
The Receiving Party may access or disclose Confidential Information of the Disclosing Party if it is required by law; provided, however, that the Receiving Party gives the Disclosing Party prior notice of the compelled access or disclosure (to the extent legally permitted) and reasonable assistance, at the Disclosing Party's cost, if theDisclosing Party wishes to contest the access or disclosure. Without limiting the foregoing, please contact us for details on how requests may be made for the disclosure of User Data and how we will handle those requests. If the Receiving Party is compelled by law to access or disclose the Disclosing Party’s ConfidentialInformation, the Disclosing Party will reimburse the Receiving Party for its reasonable cost of compiling and providing access to suchConfidential Information as well as the reasonable cost for any support provided in connection with the Disclosing Party seeking a protective order or confidential treatment for the Confidential Information tobe produced.
The sections titled “Feedback is Welcome,” “Non-BetterCo Products,” “OurRemoval Rights,” “Use of the Services,” “Payment Terms,” “Credits,” “TheBetterCo Extended Family,” “What’s Yours is Yours …,” “And What’s Ours isOurs,” “Effect of Termination,” “Data Portability and Deletion,”“Representations; Disclaimer of Warranties,” “Limitation of Liability,”“Indemnification ”“Confidentiality” and “Survival,” as well as all of the provisions under the general heading “General Provisions,” will survive any termination or expiration of the Contract.
Customer grants us the right to use Customer’s company 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 from time-to-time. We don’t want to list customers who don’t want to be listed, so Customer may send us an email tohello@BetterCo.ai stating that it does not wish to be used as a reference.
Neither us nor Customer will be liable by reason of any failure or delay in the performance of its obligations on account of events beyond the reasonable control of a party, which may include denial-of-service attacks, a failure by a third party hosting provider or utility provider, strikes, shortages, riots, fires, acts of God, war, terrorism, and governmental action.
The parties are independent contractors. The Contract does not create a partnership, franchise, joint venture, agency, fiduciary or employment relationship between the parties. There are no third party beneficiaries to the Contract.
Except as otherwise set forth herein, all notices under the Contract will be by email, although we may instead choose to provide notice to Customer through the Services (e.g., a notification through the Services). Notices to BetterCo will be sent to hello@BetterCo.ai, except for legal notices, such as notices of termination or an indemnifiable claim, which must be sent to billing@BetterCo.ai. Notices will be deemed to have been duly given (a) the day after it is sent, in the case of notices through email; and (b) the same day, in the case of notices through the Services.
As our business evolves, we may change these Customer Terms and the other components of the Contract (except any Order Forms). If we make a material change to the Contract, 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 Services. Customer can review the most current version of the Customer Terms at any time by visiting this page and by visiting the most current versions of the other pages that are referenced in the Contract. The materially revised Contract 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 Authorized User) accesses or uses the Services after the effective date, that use will constitute Customer’s acceptance of any revised terms and conditions.
No failure or delay by either party in exercising any right under the Contract will constitute a waiver of that right. No waiver under the Contract will be effective unless made in writing and signed by an authorized representative of the party being deemed to have granted the waiver.
The Contract will be enforced to the fullest extent permitted under applicable law. If any provision of the Contract is held by a court of competent jurisdiction to be contrary to law, the provision will be modified and interpreted so as best to accomplish the objectives of the original provision to the fullest extent permitted by law, and there maining provisions of the Contract will remain in effect.
Except with respect to the BetterCo Extended Family, neither party may assign or delegate any of its rights or obligations hereunder, whether by operation of law or otherwise, without the prior written consent of the other party (not to be unreasonably withheld). Notwithstanding the foregoing, either party may assign the Contract in its entirety (including all Order Forms), without consent of the other party, to a corporate affiliate or in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets. Customer will keep its billing and contact information current at all times by notifying BetterCo of any changes. Any purported assignment in violation of this section is void. A party’s sole remedy for any purported assignment by the other party in breach of this section will be, at the non-assigning party’s election, termination of the Contract up on written notice to the assigning party. In the event of such a termination by Customer, we will refund Customer any prepaid fees covering the remainder of the term of all subscriptions after the effective date of termination. Subject to the foregoing, the Contract will bind and inure to the benefit of the parties, their respective successors and permitted assigns.
All references to ‘BetterCo,’ ‘we,’ or ‘us’ under the Contract, what law will apply in any dispute or lawsuit arising out of or in connection with the Contract, and which courts have jurisdiction over any such dispute or lawsuit, depend on where Customer is domiciled.
Domicile
Contracting Entity
Governing Law
Venue
United States & Canada
EU countries
Rest of World
Founders1 GmbH
Germany
Berlin, Germany
The Contract, and any disputes arising out of or related hereto, will be governed exclusively by the applicable governing law above, without regard to conflicts of laws rules or the United Nations Convention on theInternational Sale of Goods. The courts located in the applicable venue above will have exclusive jurisdiction to adjudicate any dispute arising out of or relating to the Contract or its formation, interpretation or enforcement. Each party hereby consents and submits to the exclusive jurisdiction of such courts. Each party also hereby waives any right to jury trial in connection with any action or litigation in anyway arising out of or related to the Contract. In any action or proceeding to enforce rights under the Contract, the prevailing party will be entitled to recover its reasonable costs and attorney’s fees.
The Contract, including these Customer Terms and all referenced pages andOrder 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, the Contract supersedes the terms of any online agreement electronically accepted by Customer or any Authorized Users. However, to the extent of any conflict or inconsistency between the provisions in these Customer Terms and any other documents or pages referenced in these Customer Terms, the following order of precedence will apply: (1) the terms of any Order Form (if any), (2) the Customer Terms and (3) finally any other documents or pages referenced in the Customer Terms. Notwithstanding any language to the contrary therein, no terms or conditions stated in aCustomer 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 the Contract, and all such terms or conditions will be null and void.
Effective Date: January 10, 2023
Agreement with a user that joins an existing workspace to create and share projects and a user that joins an existing and shared project on an existing workspace
These User Terms of Service (the “User Terms”) govern your access and use of our online Onboarding and Collaboration tools and platform (the “Services”) and the content or information you are submitting to the Services (the “User Data”). Please read them carefully. Even though you are signing onto an existing workspace,these User Terms apply to you as a user of the Services. Weare grateful you’re here.
2.1. First things First
2.1.1. These User Terms are Legally Binding
These User Terms are a legally binding contract between you and us. As part of these User Terms, you agree to comply with the most recent version of our Acceptable Use Policy, which is incorporated by reference into these User Terms. If you access or use the Services, or continue accessing or using the Services after being notified of a change to the User Terms or the Acceptable Use Policy, you confirm that you have read, understand and agree to be bound by the User Terms and the Acceptable Use Policy. “We”, “our” and “us” currently refers to the applicable BetterCo entity in the Contract (defined below).
2.2. Customer’s Choices and Instructions
2.2.1. You are an Authorized User on a WorkspaceControlled by a “Customer”
An organization or other third party that we refer to in these User Terms as “Customer” has invited you to a workspace (i.e., a unique domain where a group of users may access the Services, as further described in our Help Center pages). If you are joining one of your employer’s workspaces, for example, Customer is your employer. If you are joining a workspace created by your friend using her personal email address to work on her new startup idea, she is our Customer and she is authorizing you to join her workspace.
2.2.2. You are a Guest User for a BetterCo Workspace Controlled by an “Authorized User”
An individual that we refer to in these User Terms as “Authorized User” has created a BetterCo Workspace and at its own discretion decided to share access to User Data by inviting and potentially granting extended sharing privileges to any group of users including Customer and you, as further described in our Help Center pages).
If you are joining one of your employer’s workspaces, for example, Customer is your employer. If you are joining a workspace created by your friend using her personal email address to work on her new startup idea, she is our Customer and she is authorizing you to join her workspace.
2.2.3. What This Means for You—and for Us
Customer has separately agreed to our Customer Terms of Service or entered into a written agreement with us (in either case, the “Contract”) that permitted Customer to create and configure a workspace so that you and others could join (each invitee granted access to the Services, including you, is an “Authorized User”- (each invitee granted access to User Data but only limited access to the Services, including you, is a “Guest User”). The Contract contains our commitment to deliver the Services to Customer. Customers may then invite Authorized Users to join its workspace(s). Authorized Users who may then invite Guest Users to join a workspace.
When an Authorized User (including, you) submits content or information to the Services, such as data, files or information (“User Data”), you are the owner of the User Data. However, you acknowledge and agree that the Contract provides Customer with many choices and control over an Authorized User (including, you) which can impact the User Data.
When a Guest User(including, you) accesses a workspace you have been granted access to by an Authorized User, you are not the owner of User Data but have been granted certain rights to view or even change User Data. However, you acknowledge and agree that the Contract provides Customer with many choices and control over an Authorized User which can impact the User Data and that User Terms provide Authorized User with many choices and control over a Guest User (including you) which can impact the User Data.
For example, Customer may provision or deprovision User Accounts and access to the Services, enable or disable third party integrations, manage permissions, retention and export settings, transfer or assign workspaces, or consolidate workspaces with other workspaces. Authorized Members may provision or deprovision access to User Data, enable or disable third party integrations, manage permissions, retention and export settings, or consolidate projects.
Since these choices and instructions may result in the access, use, disclosure, modification or deletion of certain or all User Data, please review the Help Center pages for more information about these choices and instructions.
2.2.4. What’s Yours is Yours…
As between us on the one hand, and Customer and any Authorized Users on the other, Customers will own User Accounts and Authorized Users will own all User Data. Subject to the terms and conditions of the Contract and User Terms, Authorized Users (for itself and all of its Authorized Users and Guest Users to access User Data)grants us and the BetterCo Extended Family a worldwide, non-exclusive, limited term license to access, use, process, copy, distribute, perform, export and display User Data, and any Non-BetterCo Products created by or for Customer, only as reasonably necessary (a) to provide, maintain and update the Services; (b) to prevent or address service, security, support or technical issues; (c)as required by; and (d) as expressly permitted in writing by Authorized User. Authorized User represents and warrants that it has secured all rights in and to User Data as may be necessary to grant this license to Customer.
2.2.5. The Relationship Between You, Customer and Us
AS BETWEEN US AND CUSTOMER, YOU AGREE THAT IT IS SOLELY CUSTOMER’S RESPONSIBILITY TO (A) INFORM YOU AND ANY AUTHORIZED USERS OF ANY RELEVANT CUSTOMER POLICIES AND PRACTICES AND ANY SETTINGS THAT MAY IMPACT THE PROCESSING OF USER DATA; (B) OBTAIN ANY RIGHTS, PERMISSIONS OR CONSENTS FROM YOU AND ANY AUTHORIZED USERS THAT ARE NECESSARY FOR THE LAWFUL USE OF USER DATA AND THE OPERATION OF THE SERVICES; (C) ENSURE THAT THE TRANSFER AND PROCESSING OF USER DATA UNDER THE CONTRACT IS LAWFUL; AND (D) RESPOND TO AND RESOLVE ANY DISPUTE WITH YOU AND ANY AUTHORIZED USER RELATING TO OR BASED ON CUSTOMER DATA, THE SERVICES OR CUSTOMER’S FAILURE TO FULFILL THESE OBLIGATIONS. BETTERCO MAKES NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, TO YOU RELATING TO THE SERVICES, WHICH ARE PROVIDED TO YOU ON AN “AS IS” AND “ AS AVAILABLE” BASIS.
2.3. A Few Ground Rules
2.3.1. You Must be Over the Legal Age
To the extent prohibited by applicable law, the Services are not intended for and should not be used by anyone under the age of sixteen. You represent that you are over the legal age and are the intended recipient of Customer’s invitation to the Services. You may not access or use the Services for any purpose if either of the representations in the preceding sentence is not true. Without limiting the foregoing, you must be of legal working age.
2.3.2. While You Are Here, You Must Follow the Rules
To help ensure a safeand productive work environment, all Authorized Users must comply with ourAcceptable Use Policy and any applicable policies established by Customer. Ifyou see inappropriate behavior or content, please report it to Customer and us.
2.3.3. You Are Here At the Pleasure of Customer (and Us)
These User Terms remain effective until Customer’s subscription for you expires or terminates, or your access to the Services has been terminated by Customer, or your access to User Data has been terminated by an Authorized User or us.
If you are an Authorized User, please contact Customer if you at any time or for any reason wish to terminate your account on its workspace, including due to a disagreement with any updates to these User Terms or the Acceptable Use Policy.
If you are a Guest User, please contact Authorized User if you at any time or for any reason wish to terminate your access to User Data or remove the invitation to user data, including due to a disagreement with any updates to these User Terms or the Acceptable Use Policy.
2.4. Limitation of Liability
If we believe that there is a violation of the Contract, User Terms, the Acceptable Use Policy, or any of our other policies that can simply be remedied by Customer’s removal of certain Customer Data or taking other action, we will, in most cases, ask Customer to take action rather than intervene. We may directly step in and take what we determine to be appropriate action (including disabling your account) if Customer does not take appropriate action or we believe there is a credible risk of harm to us, the Services, Authorized Users, or any third parties. IN NO EVENT WILL YOU OR WE HAVE ANY LIABILITY TO THE OTHER 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. UNLESS YOU ARE ALSO A CUSTOMER (AND WITHOUT LIMITATION TO OUR RIGHTS AND REMEDIES UNDER THE CONTRACT), YOU WILL HAVE NO FINANCIAL LIABILITY TO US FOR A BREACH OF THESE USER TERMS. OUR MAXIMUM AGGREGATE LIABILITY TO YOU FOR ANY BREACH OF THE USER TERMS IS ONE HUNDRED DOLLARS ($100) IN THE AGGREGATE. THE FOREGOING DISCLAIMERS WILL NOT APPLY TO THE EXTENT PROHIBITED BY APPLICABLE LAW AND DO NOT LIMIT EITHER PARTY’S RIGHT TO SEEK AND OBTAIN EQUITABLE RELIEF.
2.4.1. Application of Consumer Law
BetterCo offers online Onboarding and Collaboration tools and a platform intended for use by businesses and organizations and not for consumer purposes. To the maximum extent permitted by law, you hereby acknowledge and agree that consumer laws do not apply. If however any consumer laws do apply and cannot otherwise be lawfully excluded, nothing in these User Terms will restrict, exclude or modify any statutory warranties, guarantees, rights or remedies you have, and our liability is limited (at our option) to the replacement, repair or resupply of the Services or the pro-rata refund to Customer of pre-paid fees for your subscription covering the remainder of the term.
2.4.2. Survival
The sections titled “The Relationship Between You, Customer, and Us,” “Limitation of Liability,” and “Survival,” and all of the provisions under the general heading “General Provisions” will survive any termination or expiration of the User Terms.
2.5. General Provisions
2.5.1. Email and BetterCo Messages
Except as otherwise set forth herein, all notices under the User Terms will be by email, although we may instead choose to provide notice to Authorized Users and Guest Users through the Services (e.g., a BetterCo notification). Notices to BetterCo should be sent to hello@betterco.ai, except for legal notices, which must be sent to admin@betterco.ai. A notice will be deemed to have been duly given (a) the day after it is sent, in the case of a notice sent through email; and (b) the same day, in the case of a notice sent through the Services. Notices under the Contract will be delivered solely to Customer in accordance with the terms of that agreement.
2.5.2. Privacy Policy
Please review our Privacy Policy for more information on how we collect and use data relating to the use and performance of our products.
2.5.3. Modifications
As our business evolves, we may change these User Terms or the Acceptable Use Policy. If we make a material change to the User Terms or the Acceptable Use Policy, we will provide you with reasonable notice prior to the change taking effect either by emailing the email address associated with your account or by messaging you through the Services. You can review the most current version of the User Terms at any time by visiting this page, and by visiting the following for the most current versions of the other pages that are referenced in these User Terms: Acceptable Use Policy and Privacy Policy. Any material revisions to these User Terms will become effective on the date set forth in our notice, and all other changes will become effective on the date we publish the change. If you use the Services after the effective date of any changes, that use will constitute your acceptance of the revised terms and conditions.
2.5.4. Waiver
No failure or delay by either party in exercising any right under the User Terms, including the Acceptable Use Policy, will constitute a waiver of that right. No waiver under the User Terms will be effective unless made in writing and signed by an authorized representative of the party being deemed to have granted the waiver.
2.5.5. Severability
The User Terms, including the Acceptable Use Policy, will be enforced to the fullest extent permitted under applicable law. If any provision of the User 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 the User Terms will remain in effect.
2.5.6. Assignment
You may not assign any of your rights or delegate your obligations under these User Terms, including the Acceptable Use Policy, whether by operation of law or otherwise, without the prior written consent of us (not to be unreasonably withheld). We may assign these User Terms in their entirety (including all terms and conditions incorporated herein by reference), without your consent, to a corporate affiliate or in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of our assets.
2.5.7. Governing Law; Venue; Waiver of Jury Trial; Fees
The User Terms, including the Acceptable Use Policy, and any disputes arising out of or related hereto, will be governed exclusively by the same applicable governing law of the Contract, without regard to conflicts of laws rules or the United Nations Convention on the International Sale of Goods. The courts located in the applicable venue of the Contract will have exclusive jurisdiction to adjudicate any dispute arising out of or relating to the User Terms, including the Acceptable Use Policy, or its formation, interpretation or enforcement. Each party hereby consents and submits to the exclusive jurisdiction of such courts. Each party also hereby waives any right to jury trial in connection with any action or litigation in any way arising out of or related to the Contract. In any action or proceeding to enforce rights under the User Terms, the prevailing party will be entitled to recover its reasonable costs and attorney’s fees.
2.5.8. Entire Agreement
The User Terms, including any terms incorporated by reference into the User Terms, constitute the entire agreement between you and us and supersede all prior and contemporaneous agreements, proposals or representations, written or oral ,concerning its subject matter. To the extent of any conflict or inconsistency between the provisions in these User Terms and any pages referenced in these User Terms, the terms of these User Terms will first prevail; provided, however, that if there is a conflict or inconsistency between the Contract and the User Terms, the terms of the Contract will first prevail, followed by the provisions in these User Terms, and then followed by the pages referenced in these User Terms (e.g. the Privacy Policy). Customer will be responsible for notifying Authorized Users of those conflicts or inconsistencies and until such time the terms set forth herein will be binding.
2.5.9. Contacting BetterCo
Please also feel free to contact us if you have any questions about our User Terms of Service. You may contact us at hello@betterco.ai or at our mailing address below:
Founders1 GmbH
Adelheidstr. 93
65185 Wiesbaden
Germany
Onboarding und Compliance
für regulierte Unternehmen und Entwickler
Onboarding und Compliance
für regulierte Unternehmen und Entwickler
Onboarding und Compliance
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