Terms of Service
THESE TERMS OF SERVICE (the “Agreement”) GOVERN YOUR RECEIPT, ACCESS TO, AND USE OF THE SERVICES PROVIDED BY ASNEY POLSKA SP. Z O.O.. (“11BOT”). BY (A) PURCHASING ACCESS TO THE SERVICE THROUGH AN ONLINE ORDERING PROCESS THAT REFERENCES THIS AGREEMENT, (B) SIGNING UP FOR A FREE OR PAID ACCESS PLAN FOR THE SERVICE VIA A PLATFORM THAT REFERENCES THIS AGREEMENT, OR (C) CLICKING A BOX INDICATING ACCEPTANCE, YOU AGREE TO BE BOUND BY THE TERMS OF THIS AGREEMENT. THE INDIVIDUAL ACCEPTING THIS AGREEMENT DOES SO ON BEHALF OF A COMPANY OR OTHER LEGAL ENTITY (“Customer”); SUCH INDIVIDUAL REPRESENTS AND WARRANTS THAT THEY HAVE THE AUTHORITY TO BIND SUCH ENTITY AND ITS AFFILIATES TO THIS AGREEMENT. IF THE INDIVIDUAL ACCEPTING THIS AGREEMENT DOES NOT HAVE SUCH AUTHORITY, OR IF THE ENTITY DOES NOT AGREE WITH THESE TERMS AND CONDITIONS, SUCH INDIVIDUAL MUST NOT ACCEPT THIS AGREEMENT AND MAY NOT USE THE SERVICES. CAPITALIZED TERMS HAVE THE MEANINGS SET FORTH HEREIN. THE PARTIES AGREE AS FOLLOWS:
1. The Service
1.1 Service Description
11Bot owns and provides a cloud-based artificial intelligence service offering agents for customer support, sales, and user engagement (the “Service”). Anything the Customer (including Users) configures, customizes, uploads, or otherwise utilizes through the Service is considered a “User Submission.” Customer is solely responsible for all User Submissions it contributes to the Service. Additional terms regarding User Submissions, including ownership, are in Section 8.2 below. The Service may include templates, scripts, documentation, and other materials that assist Customer in using the Service (“11Bot Content”). Customers will not receive or have access to the underlying code or software of the Service (collectively, the “Software”) nor receive a copy of the Software itself.
1.2. Customer’s Subscription
Subject to the terms of this Agreement, Customer may purchase a subscription to, and has the right to access and use, the Service as specified in one or more ordering screens agreed upon by the parties through 11Bot’s website or service portal that reference this Agreement and describe the business terms related to Customer’s subscription (“Order(s)”). All subscriptions are for the period described in the applicable Order (“Subscription Period”). Use of and access to the Service is permitted only for individuals authorized by the Customer and solely for Customer’s own internal business purposes, not for the benefit of any third party (“Users”).
1.3. 11Bot’s Ownership
11Bot owns the Service, Software, 11Bot Content, Documentation, and anything else provided by 11Bot to the Customer (collectively, the “11Bot Materials”). 11Bot retains all rights, title, and interest (including all intellectual property rights) in and to the 11Bot Materials, all related and underlying technology, and any updates, enhancements, modifications, or fixes thereto, as well as all derivative works of or modifications to any of the foregoing. No implied licenses are granted under this Agreement, and any rights not expressly granted to the Customer are reserved by 11Bot.
1.4 Permissions
The Service includes customizable settings allowing Users to grant permissions to other Users to perform various tasks within the Service (“Permissions”). It is solely the Customer's responsibility to set and manage all Permissions, including determining which Users can set such Permissions. Accordingly, 11Bot has no responsibility for managing Permissions and no liability for Permissions set by the Customer and its Users. The Customer may provide access to the Service to its Affiliates, in which case all rights granted and obligations incurred under this Agreement shall extend to such Affiliates. The Customer represents and warrants it is fully responsible for any breaches of this Agreement by its Affiliates and has the authority to negotiate this Agreement on behalf of its Affiliates. The Customer is also responsible for all payment obligations under this Agreement, regardless of whether the use of the Service is by the Customer or its Affiliates. Any claim by an Affiliate against 11Bot must be brought by the Customer, not the Affiliate. An “Affiliate” of a party means any entity directly or indirectly controlling, controlled by, or under common control with that party, where “control” means the ownership of more than fifty percent (50%) of the voting shares or other equity interests.
1.5 Assignment, Transfer, and Novation
11Bot may, at its sole discretion and without Customer consent, assign, transfer, novate, or delegate this Agreement, in whole or in part, including all associated rights, obligations, intellectual property, and service operations, to any of the following:
(a) an Affiliate of 11Bot;
(b) a successor entity in the event of a merger, acquisition, or corporate reorganization;
(c) a purchaser or transferee of all or substantially all of 11Bot's assets or business;
(d) a newly formed or spun-off entity created to own, operate, or commercialize the Service;
(e) a licensor, licensee, reseller, distributor, or authorized service provider acting on behalf of or in partnership with 11Bot.
By accepting this Agreement, Customer provides advance, irrevocable consent to any such assignment, transfer, or novation. The assignee or transferee shall assume all of 11Bot's obligations under this Agreement, and Customer's rights and the scope and quality of the Service shall not be diminished as a result of such transfer.
11Bot shall notify Customer of any such assignment or transfer via email or through the Service interface within thirty (30) days of its effective date. Customer acknowledges that such notification constitutes sufficient notice and that no additional consent, re-acceptance of terms, or re-entry of payment details shall be required.
1.6 Service Provision by Affiliates and Partners
The Service may be provided, operated, hosted, or supported in whole or in part by 11Bot's Affiliates, licensors, subprocessors, resellers, distributors, or other authorized third parties (collectively, "Service Partners"). Customer agrees that:
(a) 11Bot may delegate any or all of its operational obligations under this Agreement to Service Partners;
(b) Service Partners may directly provide, bill for, or support the Service on 11Bot's behalf;
(c) Customer's contractual relationship shall remain with the original contracting party (11Bot or its assignee), regardless of which entity operationally delivers the Service;
(d) The use of Service Partners does not alter Customer's rights or obligations under this Agreement.
For clarity, the involvement of Service Partners shall not require Customer to enter into new agreements, re-accept these Terms, or update payment methods, unless Customer chooses to do so voluntarily.
1.7 Change of Ownership or Control
A change in the ownership structure, shareholders, corporate form, managing directors, or control of 11Bot (including through share transfers, capital restructuring, or changes in ultimate beneficial ownership) shall not constitute an assignment or modification of this Agreement and shall not require the conclusion of a new agreement with Customer, provided that the Service continues to be provided in accordance with these Terms of Service.
Such changes are expressly excluded from any provisions that would otherwise require Customer consent or notification, except as required by mandatory law.
1.8 Corporate Restructuring and Spin-Offs
Any corporate restructuring of 11Bot, including but not limited to the following, shall not constitute a termination of this Agreement or a material change to the Service:
(a) internal reorganization, spin-offs, or divisional separation;
(b) creation of new legal entities to hold, license, or operate the Service or its intellectual property;
(c) conversion of 11Bot's legal form (e.g., from a limited liability company to a corporation);
(d) relocation of 11Bot's registered office or principal place of business;
(e) changes in 11Bot's trade name, brand, or commercial identity, provided reasonable notice is given.
In such events, this Agreement shall automatically transfer to and be binding upon the successor or surviving entity, and Customer's subscription, pricing, and access rights shall remain uninterrupted and unchanged.
1.9 Continuity of Service and Customer Cooperation
In the event of any assignment, transfer, novation, change of control, or corporate restructuring:
(a) the Service shall continue to be provided without interruption, unless interruption is required for technical or legal reasons, of which Customer shall be informed in advance where reasonably possible;
(b) Customer's existing subscription, pricing terms, prepaid balances, and access rights shall remain in full force and effect;
(c) any unexpired subscription period shall continue under the same terms until its natural expiration or renewal.
Customer acknowledges that an assignment, transfer, or restructuring may, for technical, operational, or legal reasons, require Customer to take certain actions, including but not limited to:
(a) creating a new account on a successor platform or service instance;
(b) re-entering or updating payment information or billing details;
(c) migrating data, configurations, or integrations to a new system;
(d) accepting updated Terms of Service from a successor entity, provided such terms are not materially less favorable to Customer.
Customer agrees to cooperate in good faith with any reasonable requests from 11Bot or its successor to facilitate such transitions. Failure to cooperate within a reasonable timeframe (not less than thirty (30) days from notice) may result in suspension or termination of the Service. Such operational requirements shall not, in and of themselves, constitute a material breach of this Agreement by 11Bot, nor grounds for Customer to terminate this Agreement or seek a refund, provided that 11Bot uses commercially reasonable efforts to minimize disruption and maintain the scope and quality of the Service.
1.10 Limitations on Customer Objection Rights
Customer acknowledges that, to the maximum extent permitted by applicable law, Customer waives any right to object to assignments, transfers, novations, or corporate restructurings described in Sections 1.5 through 1.9, provided that:
(a) Customer's rights under this Agreement are not materially reduced;
(b) the scope, quality, and availability of the Service are maintained;
(c) Customer's data is processed in accordance with the applicable Data Processing Agreement and privacy laws.
Notwithstanding the foregoing, nothing in this Section shall limit any mandatory rights that Customer may have under applicable consumer protection or data protection laws, including EU Regulation 2016/679 (GDPR) and the Consumer Rights Directive 2011/83/EU. If mandatory law requires Customer consent for any specific transfer, 11Bot shall notify Customer and provide an opportunity to object where legally required. In such cases, if Customer objects and the transfer cannot proceed without Customer's data or account, Customer may terminate this Agreement in accordance with Section 5, and any prepaid Fees for the unused portion of the Subscription Period shall be refunded.
2. Restrictions
2.1 Customer’s Responsibilities
The Customer is responsible for all activity on its account and those of its Users, except where such activity results from unauthorized access due to vulnerabilities in the Service itself. The Customer will ensure its Users are aware of and comply with the obligations and restrictions in this Agreement, bearing responsibility for any breaches by a User.
2.2 Use Restrictions
The Customer agrees not to, and not to permit Users or third parties to, directly or indirectly: (a) modify, translate, copy, or create derivative works based on the Service; (b) reverse engineer, decompile, or attempt to discover the source code or underlying ideas of the Service, except as permitted by law; (c) sublicense, sell, rent, lease, distribute, or otherwise commercially exploit the Service; (d) remove proprietary notices from the Service; (e) use the Service in violation of laws or regulations; (f) attempt unauthorized access to or disrupt the Service; (g) use the Service to support products competitive to 11Bot; (h) test the Service's vulnerability without authorization. If the Customer’s use of the Service significantly harms 11Bot or the Service’s security or integrity, 11Bot may suspend access to the Service, taking reasonable steps to notify the Customer and resolve the issue promptly.
2.3. API Access Restrictions
11Bot may provide access to APIs as part of the Service. 11Bot reserves the right to set and enforce usage limits on the APIs, and the Customer agrees to comply with such limits. 11Bot may also suspend or terminate API access at any time.
2.4. Age Requirement
The Service is intended for users who are at least 18 years of age. By accepting this Agreement, you represent and warrant that you are at least 18 years old and have the legal capacity to enter into binding contracts. If you are under 18, you may not use the Service.
3. Third-Party Services
The Service may interface with third-party products, services, or applications that are not owned or controlled by 11Bot ("Third-Party Services"). Customers have the discretion to utilize these Third-Party Services in conjunction with our Service. Should the integration of the Service with any Third-Party Service require, customers will be responsible for providing their login information to 11Bot solely for the purpose of enabling 11Bot to deliver its Service. Customers affirm that they have the authority to provide such information without violating any terms and conditions governing their use of the Third-Party Services. 11Bot does not endorse any Third-Party Services. Customers acknowledge that this Agreement does not cover the use of Third-Party Services, and they may need to enter into separate agreements with the providers of these services. 11Bot expressly disclaims all representations and warranties concerning Third-Party Services. Customers must direct any warranty claims or other disputes directly to the providers of the Third-Party Services. The use of Third-Party Services is at the customer's own risk. 11Bot shall not be liable for any issues arising from the use or inability to use Third-Party Services.
4. Financial Terms
4.1 Fees
Customers are required to pay for access to and use of the Service as detailed in the applicable order ("Fees"). All Fees will be charged in the currency stated in the order or, if no currency is specified, in Euro. Payment obligations are non-cancellable and, except as explicitly stated in this Agreement, Fees are non-refundable.
11Bot reserves the right to modify its Fees or introduce new fees at any time at its sole discretion. 11Bot will provide notice of any fee changes to the Customer. If a Customer disagrees with the revised fees, they must notify 11Bot in writing within seven (7) days of the fee change notice that they wish to finish their current subscription period at the old price. If such notice is received within the seven (7) day period, the Customer will be charged the old price for the remainder of their current Subscription Period, after which the subscription will renew at the new price or terminate. If no such notice is received, the new fees will apply immediately or as specified in the notice.
4.2 Payment
11Bot, either directly or through its third-party payment processor ("Payment Processor"), will bill the customer for the Fees using the credit card or ACH payment information provided by the customer. 11Bot reserves the right to charge the customer's credit card or ACH payment method for any services provided under the order, including recurring Fees. It is the customer's responsibility to ensure that 11Bot has current and accurate credit card or ACH payment information. Failure to provide accurate information may lead to a suspension of access to the Services. 11Bot also reserves the right to offset any Fees owed by the customer. If the customer pays through a Payment Processor, such transactions will be subject to the Payment Processor's terms, conditions, and privacy policies, in addition to this Agreement. 11Bot is not responsible for errors or omissions by the Payment Processor. 11Bot reserves the right to correct any errors made by the Payment Processor, even if payment has already been requested or received. If the customer authorizes, through accepting an order, recurring charges will be automatically applied to the customer's payment method without further authorization until the customer terminates this Agreement or updates their payment method.
4.3 Taxes
Fees do not include any taxes, levies, duties, or similar governmental assessments, including value-added, sales, use, or withholding taxes, imposed by any jurisdiction (collectively, "Taxes"). Customers are responsible for paying all Taxes associated with their purchases. If 11Bot is obligated to pay or collect Taxes for which the customer is responsible, 11Bot will invoice the customer for such Taxes unless the customer provides 11Bot with a valid tax exemption certificate authorized by the appropriate taxing authority beforehand. For clarity, 11Bot is solely responsible for taxes based on its income, property, and employees.
4.4 Failure to Pay
If a customer fails to pay any Fees when due, 11Bot may suspend access to the Service until overdue amounts are paid. 11Bot is authorized to attempt charging the customer's payment method multiple times if an initial charge is unsuccessful. If a customer believes they have been incorrectly billed, they must contact 11Bot within sixty (60) days from the first billing statement showing the error to request an adjustment or credit. Upon receiving a dispute notice, 11Bot will review and provide the customer with a written decision, including evidence supporting this decision. If it is determined that the billed amounts are due, the customer must pay these amounts within ten (10) days of receiving 11Bot's written decision.
5. Term and Termination
5.1. Agreement Term and Renewals
Subscriptions to access and use 11Bot's service ("Service") commence on the start date specified on the applicable Order ("Subscription Start Date") and continue for the duration of the Subscription Period. Customers may opt not to renew their Subscription Period by notifying 11Bot at hello@11bot.ai (provided that 11Bot confirms such cancellation in writing) or by modifying their subscription through the Customer’s account settings within the Service. This Agreement takes effect on the first day of the Subscription Period and remains effective for the duration of the Subscription Period stated on the Order, including any renewals of the Subscription Period and any period that the Customer is using the Service, even if such use is not under a paid Order ("Term"). If this Agreement is terminated by either party, it will automatically terminate all Orders. If a Customer cancels or chooses not to renew their paid subscription to the Service, the Customer's subscription will still be accessible but will automatically be downgraded to a version of the Service with reduced features and functionality that 11Bot offers to unpaid subscribers ("Free Version"). Should this Agreement be terminated by either 11Bot or the Customer, or should the Customer delete its workspace within the Service, access to the Free Version will be revoked.
5.2. Termination for Breach
Either party may terminate this Agreement with written notice to the other party if the other party materially breaches this Agreement and such breach is not cured within thirty (30) days after receipt of such notice. 11Bot may terminate a Customer's access to the Free Version at any time upon notice.
5.2a. Termination for Convenience
Notwithstanding any other provision in this Agreement, either party may terminate this Agreement at any time, with or without cause, by providing the other party with at least thirty (30) days prior written notice. Such termination shall be effective at the end of the thirty (30) day notice period. In the event of termination under this section, the Customer shall remain responsible for all Fees incurred up to and including the effective date of termination, and shall not be entitled to a refund of any prepaid Fees, except as provided in Section 5.3.
5.3. Effect of Termination
If the Customer terminates this Agreement due to an uncured breach by 11Bot, 11Bot will refund any unused, prepaid Fees for the remainder of the then-current Subscription Period. If 11Bot terminates this Agreement due to an uncured breach by the Customer, the Customer will pay any unpaid Fees covering the remainder of the then-current Subscription Period after the date of termination. No termination will relieve the Customer of the obligation to pay any Fees payable to 11Bot for the period prior to the effective date of termination. Upon termination, all rights and licenses granted by 11Bot will cease immediately, and the Customer will lose access to the Service. Within thirty (30) days of termination for cause, upon the Customer’s request, or if the Customer deletes its workspace within the Service, 11Bot will delete the Customer’s User Information, including passwords, files, and submissions, unless an earlier deletion is requested in writing. For Customers using the Free Version, 11Bot may retain User Submissions and User Information to facilitate continued use. 11Bot may delete all User Submissions and User Information if an account remains inactive for more than one (1) year.
5.4. Survival
Sections titled “11Bot's Ownership”, “Third-Party Services”, “Financial Terms”, “Term and Termination”, “Warranty Disclaimer”, “Limitation of Liability”, “Confidentiality”, “Data” and “General Terms” will survive any termination or expiration of this Agreement.
6. Warranties and Disclaimers
6.1. Warranties
Customers represent and warrant that all User Submissions submitted by Users comply with all applicable laws, rules, and regulations.
6.2. Warranty Disclaimer
EXCEPT AS EXPRESSLY STATED 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 11BOT EXPRESSLY DISCLAIMS ANY AND ALL WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. CUSTOMERS ACKNOWLEDGE THAT 11BOT DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE. SOME JURISDICTIONS DO NOT ALLOW THE DISCLAIMER OF CERTAIN WARRANTIES, SO THE FOREGOING DISCLAIMERS MAY NOT APPLY TO THE EXTENT PROHIBITED BY LAW.
7. Limitation of Liability
NOTWITHSTANDING ANY PROVISION TO THE CONTRARY, 11BOT WILL NOT BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL DAMAGES, OR DAMAGES BASED ON THE USE OR ACCESS, INTERRUPTION, DELAY, OR INABILITY TO USE THE SERVICE, LOST REVENUES OR PROFITS, LOSS OF BUSINESS OR GOODWILL, DATA CORRUPTION, OR SYSTEM FAILURES, REGARDLESS OF THE LEGAL THEORY. FURTHER, 11BOT'S TOTAL LIABILITY WILL NOT EXCEED THE TOTAL FEES PAID OR PAYABLE BY THE CUSTOMER FOR THE SERVICE DURING THE TWELVE (12) MONTHS PRIOR TO THE CLAIM. THESE LIMITATIONS APPLY REGARDLESS OF WHETHER 11BOT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND NOTWITHST
8. Confidentiality
8.1 Definition
Each party (the “Receiving Party”) recognizes that the other party (the “Disclosing Party”) may share business, technical, or financial information pertaining to the Disclosing Party’s operations that, due to the nature of the information and the context of disclosure, is reasonably considered confidential (“Confidential Information”). For 11Bot, Confidential Information includes non-public details about features, functionality, and performance of the Service. For Customers, Confidential Information comprises User Information and User Submissions. This Agreement, along with all related Orders, is considered Confidential Information of both parties. However, Confidential Information does not include information that: (a) becomes publicly available without breaching any duty to the Disclosing Party; (b) was known to the Receiving Party before disclosure by the Disclosing Party without breaching any duty; (c) is received from a third party without breaching any duty; or (d) was independently developed by the Receiving Party without using the Disclosing Party’s Confidential Information.
8.2 Protection and Use of Confidential Information
The Receiving Party must: (a) protect the Disclosing Party’s Confidential Information with at least the same degree of care it uses for its own similar information, but no less than a reasonable level of care; (b) restrict access to Confidential Information to personnel, affiliates, subcontractors, agents, consultants, legal advisors, financial advisors, and contractors (“Representatives”) who need this information in relation to this Agreement and who are bound by confidentiality obligations similar to those in this Agreement; (c) not disclose any Confidential Information to third parties without prior written consent from the Disclosing Party, except as expressly stated herein; and (d) use the Confidential Information solely to fulfill obligations under this Agreement. This does not prevent sharing of Agreement terms or the other party’s name with potential investors or buyers under standard confidentiality terms.
8.3 Compelled Access or Disclosure
If required by law, the Receiving Party may access or disclose the Disclosing Party’s Confidential Information, provided that it notifies the Disclosing Party in advance (when legally permissible) and offers reasonable help, at the Disclosing Party's expense, if the Disclosing Party wants to contest the disclosure.
8.4 Feedback
Customers may occasionally offer feedback on the Service (“Feedback”). 11Bot may choose to incorporate this Feedback into its services. Customers grant 11Bot a royalty-free, worldwide, perpetual, irrevocable, fully transferable, and sublicensable license to use, disclose, modify, create derivative works from, distribute, display, and exploit any Feedback as 11Bot sees fit, without any obligation or restriction, except for not identifying the Customer as the source of Feedback, unless consent is given.
9. Data
9.1 User Information
Customers and their Users must provide information like names, email addresses, usernames, IP addresses, browsers, and operating systems (“User Information”) to access the Service. Customers authorize 11Bot and its subcontractors to store, process, and retrieve User Information as part of the Service usage. Customers guarantee they have the necessary rights to provide User Information to 11Bot for processing as described in this Agreement. Customers are liable for their User Information and any unauthorized use of their credentials.
9.2 User Submissions
Customers grant 11Bot a non-exclusive, worldwide, royalty-free, transferable license to use, process, and display User Submissions solely to provide the Service. Beyond the rights granted here, Customers retain all rights to User Submissions, with no implied licenses under this Agreement.
9.3 Service Data
11Bot collects data on Service performance and operation (“Service Data”) as Customers use the Service. Provided Service Data is aggregated and anonymized, without disclosing any personal information, 11Bot can use this data freely. 11Bot owns all rights to Service Data, but will not identify Customers or Users as its source.
9.4 Data Protection
11Bot maintains reasonable security practices to protect Customer Data, including User Submissions and User Information. Nonetheless, Customers are responsible for securing their systems and data. 11Bot processes all Customer Data in accordance with its Data Processing Agreement, available at https://11bot.ai/legal/dpa
10. General Terms
10.1 Publicity
With prior written consent from the Customer, 11Bot is allowed to identify the Customer and use and display the Customer’s name, logo, trademarks, or service marks on 11Bot’s website and in 11Bot’s marketing materials. This will help in demonstrating the clientele and user base of 11Bot without compromising any confidential information or privacy rights of the Customer.
10.2 Force Majeure
11Bot shall not be liable for any failure or delay in performing its obligations hereunder caused by events beyond its reasonable control, including but not limited to failures of third-party hosting or utility providers, strikes (excluding those involving 11Bot’s employees), riots, fires, natural disasters, wars, terrorism, divine or government actions. These circumstances provide a shield for 11Bot against unforeseen events that prevent it from fulfilling its service obligations.
10.3 Changes
11Bot acknowledges that its service is an evolving, subscription-based product. To enhance customer experience, 11Bot reserves the right to make modifications to the Service. Furthermore, 11Bot may modify the terms of this Agreement unilaterally, provided that Customers are notified at least thirty (30) days before such changes take effect, with changes posted prominently, for example, on the 11Bot website terms page.
10.4 Relationship of the Parties
This Agreement does not create a partnership, franchise, joint venture, agency, fiduciary, or employment relationship between 11Bot and the Customer. Both parties are independent contractors, maintaining their respective operations and autonomy while cooperating under the terms laid out in this Agreement.
10.5 No Third-Party Beneficiaries
This Agreement is strictly between 11Bot and the Customer. It is not intended to benefit any third party, nor shall any third party have the right to enforce any of its terms, directly or indirectly. This clause clarifies the intended scope of the Agreement, limiting obligations and benefits to the parties involved.
10.6 Email Communications
Notices under this Agreement will be communicated via email, although 11Bot may choose to provide notices through the Service instead. Notices to 11Bot must be directed to a designated 11Bot email, while notices to Customers will be sent to the email addresses provided by them through the Service. Notices are considered delivered the next business day after emailing or the same day if provided through the Service.
10.7 Amendment and Waivers
No modifications to this Agreement will be effective unless in writing and signed or acknowledged by authorized representatives of both parties. Neither party's delay or failure to exercise any right under this Agreement will be deemed a waiver of that right. Waivers must also be in writing and signed by the party granting the waiver.
10.8 Severability
Should any provision of this Agreement be found unlawful or unenforceable by a court, it will be modified to the minimum extent necessary to make it lawful or enforceable, while the remaining provisions continue in full effect. This clause ensures the Agreement remains operational even if parts of it are modified or removed.
10.9 Assignment
Customer may not assign or delegate their rights or obligations under this Agreement without 11Bot's prior written consent. Any unauthorized assignment by Customer will be void.
11Bot may, without Customer consent, assign or delegate this Agreement in accordance with Sections 1.5 through 1.10, including in cases of mergers, acquisitions, corporate reorganizations, spin-offs, sales of substantially all assets, or transfers to Affiliates, successors, licensees, resellers, or other authorized entities.
This Agreement binds and benefits the parties, their successors, and permitted assigns. For the avoidance of doubt, this clause is subject to and should be read consistently with Sections 1.5 through 1.10 regarding assignment, transfer, and corporate restructuring.
10.10 Governing Law and Venue
This Agreement will be governed by the laws of Poland, excluding its conflict of laws principles. Disputes arising under this Agreement will be resolved in courts in Warsaw, Poland, to which both parties consent to jurisdiction and venue. There is a waiver of any right to a jury trial for disputes arising under this Agreement. The prevailing party in any enforcement action is entitled to recover its reasonable costs and attorney fees.
10.11 Entire Agreement
This Agreement, including any referenced documents and Orders, constitutes the full agreement between 11Bot and the Customer, superseding all prior discussions, agreements, and understandings of any nature. This ensures clarity and completeness in the mutual expectations and obligations of the parties involved.
10.12 Mutual Agreements
Notwithstanding anything to the contrary in this Agreement, any specific terms or conditions mutually agreed upon in writing (including via email or Order form) and signed or acknowledged by authorized representatives of both 11Bot and the Customer shall take precedence over and override any conflicting provisions in these Terms of Service.