Terms & Policies
These T0 Solutions Terms of Service (the “Agreement”) set forth the terms and conditions under which T0 Solutions, LLC (“T0 Solutions”) makes available to you our solutions to assist businesses in managing their bookkeeping and finances, including products, features, software, software-as-a-service, analytics, tools, reports, dashboards, or other solutions (collectively, the “Services”), through our online technologies or properties, which may include sites, mobile applications, APIs, or other access channels (the “T0 Platform”).
By accessing and using the Services, you agree to be bound by this Agreement, as well as all agreements and policies referenced in this Agreement that apply to you, including without limitation our Data Protection Addendum, Privacy Policy, and Acceptable Use Policy. You further agree to any supplemental terms specific to the Services you use, which become part of your agreement with us and are hereby incorporated herein (the “Supplemental Terms” and collectively, the “Terms”). If any term within this Agreement conflicts with a term in any Supplemental Terms or agreement or policy referenced herein, then unless the Terms otherwise expressly provide to the contrary, the order of precedence shall be: (i) the Supplemental Terms; (ii) the terms of this Agreement; and (iii) any other agreement or policy referenced in this Agreement; provided that, with respect to the subject matter of data handling and processing, terms in the Data Processing Addendum take precedence over any conflicting Terms.
PLEASE REVIEW THESE TERMS CAREFULLY. ONCE ACCEPTED, THIS AGREEMENT, TOGETHER WITH THE REMAINDER OF THE TERMS, WILL BECOME A BINDING LEGAL COMMITMENT BETWEEN YOU AND T0 SOLUTIONS. IF YOU DO NOT AGREE TO BE BOUND BY THESE TERMS, YOU SHOULD NOT ACCEPT THESE TERMS OR USE T0 SOLUTIONS SERVICES.
PLEASE BE AWARE THAT THIS AGREEMENT CONTAINS AN AGREEMENT TO ARBITRATE, WHICH REQUIRES, WITH LIMITED EXCEPTIONS, THAT ALL DISPUTES BETWEEN YOU AND US SHALL BE RESOLVED BY BINDING AND FINAL ARBITRATION AND CONTAINS A CLASS ACTION AND JURY TRIAL WAIVER. PLEASE READ SECTION 14 CAREFULLY: UNLESS YOU OPT OUT WITHIN 30 DAYS: (1) YOU WILL ONLY BE PERMITTED TO PURSUE DISPUTES AGAINST US ON AN INDIVIDUAL BASIS AND YOU WAIVE YOUR RIGHT TO PARTICIPATE IN A CLASS ACTION LAWSUIT OR CLASS-WIDE ARBITRATION, AND (2) YOU ARE WAIVING YOUR RIGHT TO PURSUE DISPUTES IN A COURT OF LAW AND TO HAVE A JURY TRIAL.
As used throughout this Agreement, the terms “you” or “your” refers to customers who register for, use, or access the Services (each, a “Customer”). The terms “we,” “us” and “our” refer to T0 Solutions. Please note that headings in this Agreement are for reference only.
a. Eligibility. To create an account with T0 Solutions (“T0 Account”), you must be a business entity. Please be aware that we do not offer Services to individual consumers and you agree that you will not use our Services for personal, household, or family purposes. You hereby warrant that at all times during the term of this Agreement you are and will continue to be a legal business entity or sole proprietor.
b. Registration. Before you can use our Services, you must first create a business profile for your T0 Account by providing certain information about your business, including, without limitation, your legal entity name and address, and contact and other personal information. You must provide accurate and complete information in response to all registration inquiries. We may refuse your registration to use our Services in our sole discretion, including if we believe you may be in breach of these Terms or violating applicable laws, regulations, rules, industry standards or guidance, and any applicable and binding judgment or order of a relevant court of law (collectively, “Law”).
c. Account Information. You are responsible for keeping all T0 Account information up to date at all times. We will only allow you to use our Services if we are satisfied with the information you have provided, which may include verifying your information. We may obtain, verify, and add to your account profile certain information about you, your business and its affiliates, and any of its and their associated officers, directors, partners, beneficial owners, employees, contractors, professional advisors, or other personnel (collectively, “Representatives”). By accepting this Agreement, you authorize us to make inquiries or retrieve information about your business, including information about your Representatives, from our service providers and other third parties. We may request additional information as reasonably requested to provide Services and you will promptly respond to such requests. We reserve the right to suspend or limit access to our Services if we are unable to sufficiently verify your information.
d. Authorized Users. Customers must designate certain Representatives to access the T0 Platform (each, an “Authorized User”) in order to use the Services. You acknowledge that: (i) your Authorized Users have the authority to provide instructions to us on your behalf and we may execute on these instructions given by Authorized Users to operate the Services, (ii) you will be bound by the actions of your Authorized Users, until you provide us with written notice withdrawing the authority of an Authorized User and a reasonable time to act on such notice; and (iii) you will promptly report to us any infringements or unauthorized access to the T0 Solutions Platform.
e. Third Parties. You may designate third parties as your Authorized Users or otherwise grant certain third parties the right to view your T0 Account, Outputs, reports or other information generated by your use of the Services (each, an “Authorized Third Party”). Any access granted by you to an Authorized Third Party will be governed solely by an agreement between you and the Authorized Third Party. You acknowledge and agree that T0 Solutions is not a party to such agreement and is not responsible for any Authorized Third Party’s access to your T0 Account information or any other information related to your use of the Services.
f. Compliance. Services are only available to you in jurisdictions in which they may legally be sold, purchased, and used. T0 Solutions is not offering to sell anything in any jurisdiction in which such offer, solicitation, purchase, or sale would be unlawful, or to anyone to whom such sale would be unlawful. Components of the T0 Platform and the transmission and distribution of any applicable data, software, or other technologies underlying the Services, may be subject to export control Law. No data, software, or other technologies may be (i) downloaded from the Services or otherwise exported or re-exported in violation of applicable export control Law or (ii) provided to anyone in violation of applicable sanctions Law. Downloading and using data, software, or other technologies is at your sole risk. T0 Solutions disclaims any and all liability with respect to any use of the Services outside of approved jurisdictions or the terms of this Agreement.
a. Security Concerns. Each Authorized User must use a user name, unique password, and any multi-factor or other authentication means requested by T0 Solutions (“Account Credentials”) to log into the T0 Platform and use Services. You are responsible for safeguarding all log-in credentials associated with your T0 Account. You must store all Account Credentials safely and securely at all times and allow only your Authorized Users to access the Services. Customer must contact T0 Solutions immediately by email at info@t0.ai and change the password if it suspects any Account Credentials are stolen, lost, used without authorization, or otherwise compromised (each a “Security Concern”). Customer’s delay or failure to notify T0 Solutions of any Security Concern may affect the security of Services provided to Customer, and may result in costs, expenses, damages, or other losses, which, to the extent arising from such delay, will be borne entirely by Customer.
b. Technologies. We may elect, in our sole discretion, to make certain Services accessible via application programming interface (“APIs”). If you are granted access to our APIs, you must use the APIs to access only those Services made available. All access to APIs must be in accordance with the then-current API documentation issued by T0 Solutions. As part of the Services, we also may provide you the ability to share data with, and/or integrate into, third party applications. If you choose to use either of these features, you consent to the transfer of data you make available as indicated by these work flows.
c. Operation. We have the right, but not the obligation, to electronically monitor the T0 Platform. As part of our monitoring, we may use Customer Data as reasonably necessary to comply with applicable Law or legal process, or respond to any governmental agency or law enforcement request; investigate potential violations of and enforce the Terms; attempt to protect the rights, safety, or security of anyone; research, provide customer support, or train our personnel; or detect, combat, or prevent fraud, security, or technical issues arising from the T0 Platform. You agree that your user sessions may be recorded or otherwise monitored for the above purposes. You grant T0 Solutions permission to use these recordings and waive any right to review or inspect the recordings prior to their use and distribution. We may change, modify, optimize, improve, add, remove, cease, or otherwise revise the T0 Platform, in whole or in part, at any time, with or without notice.
a. Our Services. T0 Solutions will provide you with Services to assist you in managing your bookkeeping and finances through the T0 Platform. The Services available to you may depend on your account type and subscription plan. The Platform also may present you with offerings from certain other third parties, such as models, datasets, links to third-party sites, offers for third-party products, or third-party authentication services. T0 Solutions has no control over, and disclaims all liability for any third-party actions, products, or services. Your use of any third party offerings are independent from your use of the T0 Platform, and may be governed by separate third-party terms, agreements, or other governing documents. We do not endorse the products, services, or sites of any particular third party, nor make any representations about your eligibility for any third-party offering.
b. Services Restrictions. You may not use our Services in connection with certain prohibited activities as set forth in our Acceptable Use Policy. You may not take any action or attempt any action that interferes with the normal operation of the Services or T0 Platform. You must not, and must not enable or permit any third party to: (i) reverse engineer or attempt to reverse engineer, or introduce any viruses, worms, or other material that is malicious or technologically harmful into, the Services or T0 Platform; (ii) permit any unauthorised person to access the T0 Platform or use the Services; (iii) copy, reproduce, republish, upload, post, transmit, resell, or distribute in any way, any part of the Services or T0 Platform; or (iv) use the Services or T0 Platform for competitive purposes. We reserve the right to discontinue your use of our Services for any reason. We may designate certain Services or features as beta, pilot, pre-release, or a similar moniker (“Beta Services”). Beta Services are provided “as is” and “as available” and without warranty of any kind. Your use of, or reliance on, any Beta Services is done at your own risk.
c. Modifications. T0 Solutions may modify or discontinue any Service or component of the Services, including ceasing to offer that Service or component. T0 will endeavor to provide Customer notice in the T0 Platform of any material modification or discontinuation of a Service that Customer is using, unless giving notice would pose a security issue or cause T0 Solutions to violate any applicable Law or breach any legal obligation.
d. Calculations and Outputs. We may use proprietary methodology to determine, in our sole discretion, how Services are presented to you. To the extent that a Service provides you with any projections, calculations, forecasts, or other estimates, such as simulations, options, insights, recommendations, tax outcomes, or business or financial results (“Calculations”), these Calculations may be based on certain assumptions and then-current information, including being subject to the quality and accuracy of Customer Data (as defined below) provided to us, or be impacted by extrinsic influences, such as changes to the macroeconomic environment, industry standards, or legislative posture. Actual results may vary. We may offer Services that use artificial intelligence or machine learning (“AI Services”) to generate Calculations, automated assistance, or other outputs (“Outputs”). These AI Services may be experimental, may change or be withdrawn at any time, and are not covered by any service levels or support unless we agree otherwise in writing. Due to the inherent nature of AI Services, Outputs may be inaccurate, incomplete, biased, or entirely fabricated. You expressly acknowledge that AI Services may generate incorrect information that appears authentic and factual (commonly referred to as "hallucinations"). Outputs are provided “as is” and “as available” for informational purposes only. You must independently verify Outputs and apply appropriate human review before relying on them or using them in any way that could affect rights, obligations, or compliance.
e. No Professional Advice. Our Services, Calculations, and Outputs do not constitute professional advice (including financial, legal, tax, accounting, investment, or other regulated advice), and should not be the sole basis for decisions. You remain responsible for your use of Calculations and Outputs and for obtaining any professional advice needed. We do not warrant that Calculations and Outputs will be accurate, complete, reliable, original, non‑infringing, free of errors, or fit for your particular purposes. Calculations and Outputs may be incorrect, incomplete, context‑dependent, and not unique to you. Without limiting the foregoing: (i) the Services, Calculations, and Outputs do not constitute an audit, review, or compilation designed to provide assurance on financial statements; (ii) you are responsible for tracking employee location and determining tax nexus in those jurisdictions, as applicable; (iii) informal communications provided through the Services do not constitute formal written tax opinions and should not be relied upon to avoid tax penalties; and (iv) you must disclose all transactions involving virtual currency or NFTs, and we assume no liability for penalties resulting from undisclosed digital asset activities.
a. Customer Data. As between Customer and T0 Solutions and except as otherwise provided in the Terms, you retain all ownership and license rights to data that you upload, provide, have provided on your behalf, or otherwise submit to the T0 Platform for the provision of Services (including any instructions, prompts, or other directions regarding the processing of such data) and Calculations and Outputs provided to you in connection with the Services (collectively, “Customer Data”). You are responsible for all Customer Data, including ensuring you have all necessary rights and consents to submit such Customer Data, instruct us with respect to the provision of Services, and use Calculations and Outputs. You will comply with all applicable Law in your provision and use of Customer Data, including refraining from submitting Customer Data that violates data privacy or protection Laws or infringes, misappropriates, or violates the rights of any person. To the extent that you submit Customer Data that constitutes Personal Data, as this term is defined in our Data Protection Addendum, we will safeguard, share, and use this information as described in our Privacy Policy. Unless we expressly permit it in writing, you must not submit: (i) special categories of personal data or other sensitive data under applicable Law, or (ii) data that is unlawful, harmful, discriminatory, harassing, defamatory, obscene, or that promotes or enables fraud, abuse, or illegal activity. If you submit any such Customer Data in violation of this provision, you do so at your own risk.
b. Safeguards. We will maintain commercially reasonable administrative, technical, and physical controls designed to protect data in our possession or under its control from unauthorized access, accidental loss and unauthorized modification.
c. Use. We will use Customer Data for the provision of Services to Customer, including creating Calculations and Outputs for Customer, and operating the T0 Platform, including, without limitation, powering user experiences, providing customer support, and performing analytic, audit, operational, research, risk management, and technical activities to administer, deliver, develop, improve, or maintain the T0 Platform or Services.
d. Exclusions. Customer Data excludes (i) data independently collected by T0 Solutions, even if duplicative of Customer Data, (ii) Customer Data that has been anonymized and aggregated by removing or manipulating together direct and indirect identifiers to prevent re-identification; provided that the anonymization will be irreversible and we will not attempt to re-identify the information (“Anonymized Data”), and (iii) technical analysis, models, observations, and other information compiled, analyzed, or derived by T0 Solutions from systems, server, network, usage, or traffic data generated in the course of providing the T0 Platform (“Systems Data”). T0 Solutions may use Anonymized Data and Systems Data in accordance with applicable Law.
e. Third-Party Integrations. We may offer you the ability to share Customer Data from certain third parties via direct integrations, third-party authentication services, or other means (“Integrations”). To the extent you use such Integrations, you represent and warrant that such sharing is compliant with your agreement(s) with such third parties. T0 Solutions has no control over, and disclaims all liability for any third-party actions, products, or services. Your use of any third party offerings are independent from your use of the T0 Platform, and may be governed by separate third-party terms, agreements, or other governing documents. We do not endorse the products, services, or sites of any particular third party, nor make any representations about your eligibility for any third-party offering.
a. Payment Terms.
(i) To access certain Services, you will be required to select one or more of the Services specified on the T0 Platform, in the Pricing Page or otherwise in writing by us from time to time and pay fees on a recurring basis, as set out in the Pricing Page, on the T0 Platform, or as otherwise agreed in writing (‘Fees’). By activating or using a Service (including after the completion of any trial period, if applicable), you agree to pay the applicable Fees. Fees will be automatically charged at the beginning of every billing cycle to the payment method you provide upon opening your account. A billing cycle begins when you first activate or use the Services, and continues for the time period specified.
(ii) In respect of certain Services, we may invoice you for amounts due or payable. Such fees will be set forth on the Pricing Page, on the T0 Platform, or otherwise agreed to between you and us. T0 Solutions will invoice you monthly, or as otherwise set out on the Pricing Page, on the T0 Platform, or as agreed between you and us. All invoiced amounts are due as of the invoice date and must be paid by the date set forth on the invoice.
(iii) All amounts payable to T0 Solutions under this Agreement shall be paid by Customer in full without any setoff, deduction, or withholding for any reason. Fees payable under this Agreement are non-cancelable and, once paid, non-refundable other than as expressly set forth in this Agreement. If any fees are overdue, T0 Solutions may, without limiting any of its other rights and remedies, immediately suspend the availability of the T0 Platform to Customer until such fees are paid in full.
b. Service Changes. You may add or remove Services at any time, via the T0 Platform. Removing Services will take effect at the end of the Customer’s then-current billing cycle, while adding Services will take effect immediately. You are still liable for the fees for the then current billing cycle and will not be entitled to a refund or credit for any fees already due or paid. Removing Services could mean that you will lose access to certain products and features, and you should review your account and take appropriate action to ensure a smooth transition for when the downgrade occurs.
c. Payment Disputes. Customer will notify T0 Solutions in writing of fees that Customer disputes within 30 days of the date of the invoice. T0 Solutions will not suspend the provision of the T0 Platform for disputed fees, unless Customer fails to cooperate diligently with T0 Solutions or T0 Solutions determines the dispute is not reasonable or brought in good faith.
d. Taxes. All fees and other charges payable to T0 Solutions are exclusive of taxes. If applicable Law requires any sales, use, excise, gross receipts, or other similar taxes, or surcharges or fees in the nature of such taxes (excluding any taxes based on T0 Solutions’s income) to be collected or remitted, they will be added to the invoice and Customer will be responsible for paying the same, unless Customer provides T0 Solutions with a valid exemption certificate. T0 Solutions may send documents to certain tax authorities related to Customer’s use of the Services, as required by applicable Law.
e. Changes. We may modify the Fees at any time by updating the Pricing Page or by otherwise communicating such updates to you. We will always provide notice of Fee increases to you. Fee increases will take effect the greater of (i) 30 days from the date notice is provided, (ii) the time period specified in the notice, or (iii) such longer time period required by Law. New Fees and Fee decreases will take effect at our discretion.
a. Term. This Agreement shall continue until terminated.
b. Termination by You. You may terminate this Agreement at any time through the T0 Platform or by closing your Account. Such termination will take effect at the end of your current billing cycle.
c. Termination by Us. We reserve the right to terminate or suspend the Agreement and/or use of the Services, (i) for any reason upon 30 days notice to you, and (ii) at any time for cause, including without limitation, if (1) we suspect criminal or fraudulent activity in connection with your use of the Services, (2) we reasonably believe you are in violation of applicable Law, (3) you have breached these Terms, (4) you provide false, misleading or inaccurate information, or (5) we are legally required to do so.
d. Effect of Termination. You will remain liable for any outstanding obligations after termination.
e. Survival. Upon termination of this Agreement for any reason, provisions that by their nature are intended to survive termination shall survive, including any payment obligations and provisions that allocate risk or limit liability.
a. T0 Intellectual Property Rights. As between you and T0 Solutions, T0 Solutions owns all patents, rights to inventions, copyright and related rights, trade marks, trade names and domain names, rights in get-up, rights in goodwill or to sue for passing off, rights in designs, database rights, rights in computer software, rights in confidential information (including know-how and trade secrets) and any other intellectual property rights, in each case whether registered or unregistered and including all applications for and renewals or extensions of (and rights to apply for, renew or extend), such rights and all similar or equivalent rights or forms of protection which may now or in the future subsist in any part of the world, together in each case with the right to claim and retain damages for past, current and future infringements of such rights (collectively “Intellectual Property Rights”) in and to the T0 Platform, Services, provided documentation and its proprietary technology. This Agreement does not transfer from T0 Solutions to Customer any ownership rights in any of the foregoing.
b. T0 Grant. T0 Solutions grants to Customer a personal, limited, non-transferable, non-exclusive, non-assignable, right to access and use the T0 Platform and provided documentation, solely as necessary for the receipt of Services provided to Customer in accordance with the Terms.
c. Customer Grant. Customer grants to T0 Solutions a personal, limited non-transferable, non-exclusive, non-sublicensable (other than to T0 Solutions’s service providers as necessary hereunder and affiliates for internal purposes only), non-assignable license and right to access, use, display, create derivative works of, modify, and reproduce any trade marks, logos, company names, trade/trading names, domain names and any other logos or materials (collectively, “Marks”) and Customer Data, Calculations, and Outputs provided pursuant to this Agreement for the purposes of operating, maintaining, and improving the T0 Platform, providing the Services, and fulfilling T0 Solutions’s rights and discharging its obligations under these Terms. All Marks owned or used by Customer in the course of its business are the property of Customer or its licensors, and Customer reserves all Intellectual Property Rights in relation to Customer’s Marks.
d. Rights Reserved. Unless otherwise provided for in the Terms, you may not use T0 Solutions’s Marks without the prior written consent of T0 Solutions. All Marks owned or used by T0 Solutions in the course of its business are the property of T0 Solutions or its licensors, and T0 Solutions reserves all Intellectual Property Rights in relation to T0 Solutions’s Marks.
e. Promotion. T0 Solutions or its affiliates may issue a press release that identifies Customer as a new client of T0 Solutions. Before publication, T0 Solutions will provide a draft of the press release to Customer for approval, which Customer will not unreasonably withhold or delay. T0 Solutions may include Customer’s Marks and general business information in promotional and marketing materials, including on its website, without requesting further consent. At any time and upon written notice, Customer may request that T0 Solutions cease to use Customer’s Marks and general business information for this purpose.
f. Feedback. Customer may provide T0 Solutions with comments, questions, ideas, suggestions or other feedback relating to the T0 Platform or any of the Services (“Feedback”). T0 Solutions and its affiliates may freely use and exploit such Feedback in any manner without any obligation or restriction based on Intellectual Property Rights or otherwise. Feedback will not be considered Customer’s Confidential Information.
a. Use and Protection. Each party must (i) treat as confidential all information related to one party, its affiliates or Representatives disclosed to the other party, its affiliates or Representatives that is designated as confidential or that, given the nature of the information or the circumstances surrounding its disclosure, reasonably should be considered confidential or proprietary (“Confidential Information”) obtained from the other party under this Agreement, (ii) use another party’s Confidential Information solely for the specific purposes for which it was disclosed, (iii) not disclose the other party’s Confidential Information without such party’s prior written consent or as expressly permitted under this Agreement, (iv) take all action reasonably necessary to secure another party’s Confidential Information against theft, loss or unauthorised disclosure, and (v) notify the other party promptly upon discovery of any suspected or actual unauthorised access, use, or disclosure of that party’s Confidential Information, and take all reasonable steps, at its own expense, necessary to prevent or stop the access, use, or disclosure and regain possession of any affected Confidential Information.
b. Permitted Disclosures. Each party may disclose Confidential Information without consent (i) to its affiliates and Representatives who have a need to know and are subject to confidentiality obligations as least as protective as this Agreement, (ii) to the extent required by applicable Law or as directed by a government agency; and (iii) where T0 Solutions is the receiving party, to third-party service providers as is reasonably necessary to perform the Services.
c. Exclusions. The restrictions and obligations in this provision do not apply to any information that a party can demonstrate is (i) already public knowledge or which becomes so at a future date (otherwise than as a result of breach of this Agreement), (ii) received from a third party who is not under an obligation of confidentiality in relation to the information, or (iii) developed independently without use of or reference to the Confidential Information.
d. Survival. This provision will survive termination of this Agreement and will apply to (i) trade secrets indefinitely, and (ii) to all other Confidential Information for three years after its disclosure to a party.
You represent and warrant that you are a business entity, have the authority to enter into this Agreement, and will use the Services in compliance with all applicable Laws.
THE SERVICES, AI SERVICES, AND T0 PLATFORM ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. EXCEPT AS EXPRESSLY STATED IN THIS AGREEMENT, T0 SOLUTIONS DISCLAIMS ANY AND ALL WARRANTIES, WHETHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING ANY IMPLIED WARRANTIES OF TITLE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT. TO FINANCE DOES NOT WARRANT THAT THE SERVICES, AI SERVICES, AND T0 PLATFORM WILL BE UNINTERRUPTED OR ERROR- OR BUG-FREE.
TO THE MAXIMUM EXTENT PERMITTED BY LAW, (A) IN NO EVENT WILL T0 SOLUTIONS BE LIABLE FOR ANY INCIDENTAL, INDIRECT, PUNITIVE, SPECIAL, OR CONSEQUENTIAL DAMAGES, AND (B) T0 SOLUTIONS AND ITS AFFILIATES' TOTAL LIABILITY WILL NOT EXCEED THE TOTAL AMOUNT OF SERVICES FEES PAID TO T0 SOLUTIONS BY YOU DURING THE ONE-YEAR PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO LIABILITY, EXCEPT THAT T0 SOLUTIONS WILL HAVE NO LIABILITY FOR ANY CLAIMS CAUSED BY ERRORS OR OMISSIONS IN ANY CUSTOMER DATA. IN THE EVENT THAT ANY OF THE FOREGOING LIMITATIONS ARE FOUND TO BE UNENFORCEABLE, THE MAXIMUM TOTAL LIABILITY OF T0 SOLUTIONS AND ITS AFFILIATES SHALL BE LIMITED TO US$500.
You agree to defend, indemnify, and hold harmless T0 Solutions, its affiliates, and its and their respective Representatives from and against any claims, damages, losses, liabilities, costs, and expenses arising out of or relating to your use of the Services or your breach of this Agreement.
This Agreement will be governed by the laws of the State of California, without regard to any conflict of law provisions.
For purposes of this arbitration agreement (the “Arbitration Agreement”), references to you or T0 Solutions also include respective affiliates, subsidiaries, employees, processors, suppliers, agents, successors and assigns as well as any other beneficiary of the Services.
a. Binding Arbitration. You and T0 Solutions agree that any Disputes, except for actions brought in small claims court or excluded as described below, shall be resolved exclusively through final and binding arbitration by a single neutral arbitrator and not in a court of law. “Dispute” means any claim, controversy, or dispute between you and T0 Solutions arising out of or relating in any way to this Agreement or your access to or use of the Services or of the T0 Solutions Platform, including, without limitation, any issue regarding the interpretation or validity of any provision of the Terms. As an alternative to arbitration, (i) either party may bring an individual action that meets the jurisdictional qualifications in small claims court in your county of your business’ principal place of business, provided that the matter remains in small claims court and advances only on an individual (non-class, non-representative) basis; and (ii) you and T0 Solutions agree that Disputes based on the following claims are exceptions to the Arbitration Agreement and will be brought in a judicial proceeding in a court of competent jurisdiction: (1) any claim related to actual or alleged threatened infringement, misappropriation or violation of party’s Intellectual Property Rights; or (2) any claim seeking emergency injunctive relief or other provisional remedies.
b. Rules and Governing Law; Forum. Arbitration shall be administered by the American Arbitration Association (referred to as the “AAA”) in San Francisco, California, unless another location is required pursuant to the rules. The AAA’s rules will apply, except as modified by this Arbitration Agreement, and are available at www.adr.org. Notwithstanding any rules to the contrary concerning substantive law, you and T0 Solutions each agree that this Arbitration Agreement evidences a transaction in interstate commerce and thus the Federal Arbitration Act (9 U.S.C. §§1-16) will govern the interpretation and enforcement of this Arbitration Agreement. The arbitrator shall apply the substantive law of the State of California, without regard to its conflict or choice of law principles. If for any reason a Dispute proceeds in court rather than through arbitration, all such Disputes arising out of or relating to this Agreement (other than small claims actions pursuant to subsection (d)) will be brought in the state courts located in the City and County of San Francisco, or federal court for the Northern District of California. In such cases, you and T0 Solutions hereby consent and submit to the exclusive personal jurisdiction of such courts.
c. Initiation. A party who wishes to initiate arbitration must provide the other party with a request for arbitration (the “Request”). A Request to T0 Solutions should be sent either by mail to T0 Solutions, 188 Spear Street, 9th Floor San Francisco, CA 94105, Attn: Legal Department; or by email to Legal@T0.ai. A Request to you will be sent to your email address and/or street address that T0 Solutions has on file. It is your responsibility to keep your contact information up to date. The Request must include: (1) the name, telephone number, mailing address, e‐mail address of the party seeking arbitration and the account username and email address associated with any applicable account; (2) a statement of the legal claims being asserted and the factual bases of those claims; (3) a description of the remedy sought and amount in controversy in United States Dollars; (4) a statement certifying completion of the Informal Dispute Resolution process as described in subsection (d) below; and (5) evidence that the requesting party has paid any necessary filing fees.
d. Informal Dispute Resolution. Prior to sending a Request, a party seeking to address a Dispute must provide written notice of the nature of the claim and relief and amount sought and we will meet and confer telephonically or via videoconference, in a good faith effort to resolve informally any Dispute covered by this Arbitration Agreement (“Informal Dispute Resolution Conference”). If we are unable to resolve the Dispute within 30 days, either party may send a Request and proceed to file a claim for arbitration with the AAA. Engaging in the Informal Dispute Resolution Conference is a condition precedent and requirement that must be fulfilled before commencing arbitration. The statute of limitations and any filing fee deadlines shall be tolled while the parties engage in the Informal Dispute Resolution Conference process required by this section.
e. Batch Arbitration. To increase the efficiency of administration and resolution of arbitrations, you and T0 Solutions agree that in the event that there are 100 or more individual Requests of a substantially similar nature filed against T0 Solutions by or with the assistance of the same law firm, group of law firms, or organizations, within a 30 day period (or as soon as possible thereafter), the AAA shall (i) administer the arbitration demands in batches of 100 Requests per batch (plus, to the extent there are less than 100 Requests left over after the batching described above, a final batch consisting of the remaining Requests); (ii) appoint one arbitrator for each batch; and (iii) provide for the resolution of each batch as a single consolidated arbitration with one set of filing and administrative fees due per side per batch, one procedural calendar, one hearing (if any) in a place to be determined by the arbitrator, and one final award (“Batch Arbitration”). All parties agree that Requests are of a “substantially similar nature” if they arise out of or relate to the same event or factual scenario and raise the same or similar legal issues and seek the same or similar relief. To the extent the parties disagree on the application of the Batch Arbitration process, the disagreeing party shall advise the AAA, and the AAA shall appoint a sole standing arbitrator to determine the applicability of the Batch Arbitration process (“Administrative Arbitrator”). In an effort to expedite resolution of any such dispute by the Administrative Arbitrator, the parties agree that the Administrative Arbitrator may set forth such procedures as are necessary for prompt resolution. The Administrative Arbitrator’s fees shall be paid by T0 Solutions. You and T0 Solutions agree to cooperate in good faith with the AAA to implement the Batch Arbitration process, including, without limitation, the payment of single filing and administrative fees for batches of Requests, as well as any steps to minimize the time and costs of arbitration, such as the appointment of a discovery special master or the adoption of an expedited calendar of the arbitration proceedings. This Batch Arbitration provision shall in no way be interpreted as authorizing a class, collective and/or mass arbitration or action of any kind, or arbitration involving joint or consolidated claims under any circumstances, except as expressly set forth in this provision.
f. Arbitration Fees. Payment of all filing, administration and arbitrator fees will be governed by the AAA’s rules, unless otherwise stated herein. You or T0 Solutions may be able to seek an award of attorney fees and expenses if you or we prevail in arbitration, to the extent provided under applicable law and the AAA rules. Unless the arbitrator determines that your claim was frivolous or filed for the purpose of harassment (as measured by the standards set forth in Federal Rule of Civil Procedure 11(b)), T0 Solutions will not seek and hereby waives all rights it may have under applicable law or the AAA rules to recover attorneys’ fee and expenses if it prevails in arbitration.
g. Arbitration Procedures. If the value of the relief sought is $10,000 or less, you or T0 Solutions may elect to have the arbitration conducted by telephone or based solely on written submissions, which election shall be binding on both parties subject to the discretion of the arbitrator to require an in-person hearing. In the event that an in-person hearing is held, you or T0 Solutions may attend by telephone, unless the arbitrator requires otherwise. The arbitrator will be either a retired judge or an attorney licensed to practice law in the state of California. If the parties are unable to agree upon an arbitrator within thirty-five (35) days of delivery of the Request, then the AAA will appoint the arbitrator in accordance with the AAA Rules, provided that if the Batch Arbitration process under subsection (e) is triggered, the AAA will appoint an arbitrator for each batch. The arbitrator shall have exclusive authority to resolve any Dispute, including, without limitation, disputes arising out of or related to the interpretation, scope, or application of the Arbitration Agreement, except for the following: (i) all Disputes arising out of or relating to the subsection (h) Class Action Waiver, including any claim that all or part of that subsection is unenforceable, illegal, void or voidable, or that that subsection has been breached, shall be decided by a court of competent jurisdiction and not by an arbitrator; and (ii) except as expressly contemplated in subsection (e) Batch Arbitration, all Disputes about the payment of arbitration fees shall be decided only by a court of competent jurisdiction and not by an arbitrator. The arbitrator shall have the authority to grant motions dispositive of all or part of any Dispute. Any settlement offer made by you or T0 Solutions shall not be disclosed to the arbitrator, unless and until the arbitrator issues an award on the claim. The arbitrator shall issue a written award and statement of decision describing the essential findings and conclusions on which the award is based, including the calculation of any damages awarded. The award of the arbitrator is final and binding upon you and us. Judgment on the arbitration award may be entered in any court having jurisdiction. An arbitrator’s decision or judgment thereon will not have any precedential or collateral estoppel effect.
h. Class Action Waiver. YOU AND T0 SOLUTIONS AGREE THAT, EXCEPT AS SPECIFIED IN SUBSECTION (E) BATCH ARBITRATION, EACH OF US MAY BRING CLAIMS AGAINST THE OTHER ONLY ON AN INDIVIDUAL BASIS AND NOT ON A CLASS, REPRESENTATIVE, OR COLLECTIVE BASIS, AND THE PARTIES HEREBY WAIVE ALL RIGHTS TO HAVE ANY DISPUTE BE BROUGHT, HEARD, ADMINISTERED, RESOLVED, OR ARBITRATED ON A CLASS, COLLECTIVE, REPRESENTATIVE, OR MASS ACTION BASIS. ONLY INDIVIDUAL RELIEF IS AVAILABLE, AND DISPUTES OF MORE THAN ONE CUSTOMER OR USER CANNOT BE ARBITRATED OR CONSOLIDATED WITH THOSE OF ANY OTHER CUSTOMER OR USER. The arbitrator(s) may award relief (including monetary, injunctive and declaratory relief) only in favor of the individual party seeking the relief and only to the extent necessary to provide relief warranted by the individual party’s claim. Any relief awarded by an arbitrator cannot affect or impact any other T0 Solutions customer. Nothing in this paragraph is intended to, nor shall it, affect the terms and conditions under the subsection (e). If this paragraph is held unenforceable with respect to any Dispute, then the entirety of the Arbitration Agreement will be deemed void with respect to such Dispute. This subsection does not prevent you or T0 Solutions from participating in a class-wide settlement of claims.
i. Jury Trial Waiver. YOU AND T0 Solutions HEREBY WAIVE ANY CONSTITUTIONAL AND STATUTORY RIGHTS TO SUE IN COURT AND HAVE A TRIAL IN FRONT OF A JUDGE OR A JURY. You and T0 Solutions are instead electing that all Disputes shall be resolved by arbitration under this Arbitration Agreement, except as specified in subsection (a) above.
j. 30-Day Right to Opt Out. You have the right to opt out of (i) the provisions of this Arbitration Agreement or (ii) changes made to the Arbitration Agreement (but, in this case, not the provisions of the Arbitration Agreement to which you were previously bound) by sending written notice of your decision to opt out to: T0 Solutions, 188 Spear Street, 9th Floor San Francisco, CA 94105, within 30 days after first becoming subject to this Arbitration Agreement or receiving notice of material changes, as applicable. Your notice must include your name and address, the email address you used to set up your T0 Solutions account (if you have one), and an unequivocal statement that you want to opt out of this Arbitration Agreement or the changes, respectively. If you do not opt out, your continued use of the T0 Solutions Platform and/or Services constitutes your acceptance of this Arbitration Agreement or the changes, as applicable. If you opt out of this Arbitration Agreement, all other parts of these Terms will continue to apply to you. Opting out of this Arbitration Agreement has no effect on any other arbitration agreements that you may currently have, or may enter in the future, with us.
k. Severability, Expiration. With the exception of the provisions concerning Class Action Waiver (subsection (h)), if any other provision of this Arbitration Agreement is deemed invalid or unenforceable by a court of competent jurisdiction, such provision will be severed, and the remainder of the Arbitration Agreement shall be given full force and effect. You and T0 Solutions further agree that any Dispute must be initiated within the applicable statute of limitation for that claim or controversy, or it will be forever time barred. Likewise, you and T0 Solutions agree that all applicable statutes of limitation will apply to any arbitration in the same manner as those statutes of limitation would apply in the applicable court of competent jurisdiction.
l. Modification. Notwithstanding any provision in these Terms to the contrary, we agree that if T0 Solutions makes any future material change to this Arbitration Agreement, it will notify you.
m. Confidentiality. You and T0 Solutions will keep confidential the existence of the arbitration, the arbitration proceedings and evidence, and the arbitrator’s decision, except: (i) each party may disclose as necessary to professional advisors that are subject to a strict duty of confidentiality; (ii) in connection with a court application for a preliminary remedy, or confirmation of an arbitrator’s decision or its enforcement; (iii) T0 Solutions may disclose the arbitrator’s decision in confidential settlement negotiations; and (iv) as Law otherwise requires.
a. Electronic Communications. You agree and consent to receive communications from us in electronic format, including receipts, notices, updates, and disclosures. You agree that such electronic communications have the same meaning and effect as if we had provided you with a paper copy. You agree that your electronic signature constitutes your consent to be bound by the terms of these Terms and is the legal equivalent of your manual/handwritten signature.
b. Anti-Bribery and Corruption. Each party agrees to comply with all applicable Laws relating to bribery and corruption.
c. Changes. We may modify this Agreement at any time by posting a revised version on the T0 Platform or by otherwise communicating such amendments to you. Your continued use of the Services after the modification constitutes your acceptance of the changes.
d. Force Majeure. Neither party will be responsible for any failure to fulfill any obligation due to an event outside its reasonable control, such as an act of God, war, or natural disaster.
e. Assignment. You may not assign any rights or obligations under this Agreement without our prior written consent. T0 Solutions may assign this Agreement without your consent upon written notice to you.
f. Contractors. T0 Solutions may subcontract its obligations under this Agreement without your consent. Subject to the terms and conditions of this Agreement, T0 Solutions will be responsible for its contractors as if the actions of such contractors were the actions of its employees.
g. Notices. Notices provided by one party to the other in connection with these Terms shall be in writing (email is sufficient), If to T0 Solutions, notices must be emailed to legal@T0.ai and, if to Customer, notices will be provided to the email address set forth on the Order Form and/or posted on the T0 Platform.
h. General. The Terms constitute the entire agreement between you and T0 Solutions for the provision of Services. If any provision is found to be unenforceable, that provision will be limited to the minimum extent necessary so that this Agreement will otherwise remain in full force and effect. Any failure or delay in insisting on strict performance of these Terms shall not be construed as a waiver of any provision or right provided by these Terms.
