These Terms of Service (these "Terms") are a binding agreement between File Business Inc. [confirm exact legal entity name], a Delaware corporation doing business as "BosAI" ("BosAI," "we," "us," or "our"), and the individual or entity that registers for, accesses, or uses the Service ("you," "your," or "Customer"). PLEASE READ THESE TERMS CAREFULLY. SECTION 18 CONTAINS A BINDING ARBITRATION PROVISION AND CLASS ACTION WAIVER THAT AFFECT YOUR LEGAL RIGHTS. BY CLICKING "I AGREE," CREATING AN ACCOUNT, OR USING THE SERVICE, YOU AGREE TO BE BOUND BY THESE TERMS AND OUR PRIVACY POLICY, ACCEPTABLE USE POLICY, AND COOKIE POLICY, EACH OF WHICH IS INCORPORATED BY REFERENCE.
1. Acceptance of These Terms; Eligibility
1.1 Business use. The Service is a business productivity tool intended for use by businesses and individuals acting in a commercial capacity. You represent that you are using the Service for business purposes and not primarily for personal, family, or household purposes.
1.2 Authority. If you use the Service on behalf of a company or other legal entity, you represent and warrant that you have the authority to bind that entity to these Terms, in which case "you" and "Customer" refer to that entity. Each individual you authorize to access your account (a "Seat") must comply with these Terms, and you are responsible for their acts and omissions.
1.3 Age. You must be at least 18 years old and capable of forming a binding contract. The Service is not directed to anyone under 18.
1.4 Order of precedence. If you and BosAI have executed a separate written agreement governing the Service (including a Data Processing Addendum), that agreement controls to the extent it conflicts with these Terms.
2. The Service
2.1 Description. BosAI provides a software-as-a-service platform through which artificial-intelligence-powered software agents presented as named "employees" (each, an "AI Employee") perform business administration tasks such as preparing and sending invoice payment reminders, triaging and drafting email, scheduling, preparing estimates, and monitoring business deadlines, together with a daily summary interface (the "Brief"), activity logs ("Receipts"), web and mobile applications, and related services (collectively, the "Service").
2.2 AI Employees are software. Notwithstanding any name, persona, avatar, or conversational style used in the Service, AI Employees are automated software features. They are not humans, employees, agents, or fiduciaries of you or of BosAI, and no employment, agency (except the limited authorization you grant under Section 5), or fiduciary relationship is created by these Terms or by use of the Service.
2.3 Per-business scope. Each subscription covers one (1) business entity or operating business (a "Business"). Additional Businesses require additional subscriptions as described in Section 4.3.
2.4 Modifications. We may improve, add, or remove features of the Service as described in Section 20.
3. Accounts and Registration
3.1 Accurate information. You agree to provide accurate, current, and complete registration information and to keep it updated.
3.2 Credentials. You are responsible for maintaining the confidentiality of your login credentials and for all activity occurring under your account, whether or not authorized by you, except to the extent caused by our breach of these Terms. Notify us immediately at info@file.business of any suspected unauthorized use.
3.3 Seats. The number of Seats included depends on your plan. Seats are for identified individuals and may not be shared. You may reassign a Seat to a new individual who replaces a departing one.
4. Plans, Billing, Trials, Renewals, and Taxes
4.1 Plans and fees. Current plans, prices, and included features are published at our pricing page and at checkout. All fees are stated in U.S. dollars unless otherwise indicated. Published prices are the same on web and in mobile app stores; purchases made through an app store are also subject to that store's terms.
4.2 Billing and renewal. Paid plans are billed in advance on a monthly or annual basis and renew automatically at the end of each billing period unless you cancel before renewal. You authorize us and our payment processor to charge your payment method for all fees due. Annual plans are discounted as published (approximately two months free relative to monthly billing).
4.3 Additional Businesses. Each plan covers one Business. Each additional Business you add is billed at fifty percent (50%) of the then-current published price of the applicable plan for that additional Business.
4.4 Free plan and trials. We offer a free plan and time-limited free trials of paid plans (currently 14 days) without payment-method collection. At the end of a trial, if you have not purchased a paid plan, your account converts automatically to the free plan; we do not charge you at trial end. Trial features, duration, and availability may change, and we may deny or terminate trials that we reasonably believe are abusive.
4.5 Downgrades and cancellation. You may cancel or downgrade at any time through your account settings, effective at the end of the current billing period. After cancellation of a paid plan, your account converts to the free plan and paid features (including elevated autonomy settings) are disabled; Receipts remain viewable and exportable as described in Section 14.4.
4.6 Refunds. Except where required by law or expressly stated otherwise, fees are non-refundable and non-creditable, including for partial periods, downgrades, or unused features. If you believe you were billed in error, contact us within 60 days of the charge and we will review in good faith.
4.7 Price changes. We may change prices with at least thirty (30) days' advance notice; changes take effect at your next renewal. If you do not agree, cancel before the renewal takes effect.
4.8 Taxes. Fees are exclusive of taxes, levies, and duties. You are responsible for all applicable sales, use, VAT, GST, and similar taxes, other than taxes on our net income. If you are required to withhold, you will gross up so we receive the full amount invoiced.
4.9 Late amounts. Undisputed amounts not paid when due may accrue interest at the lesser of 1.5% per month or the maximum lawful rate, and we may suspend paid features for continued non-payment after notice.
5. Authorization to Act on Your Behalf; Autonomy Levels
5.1 Your grant of authority. Certain features perform actions in your connected accounts or send communications on your behalf (for example, sending an invoice reminder from your email address). By enabling such features, you grant BosAI a limited authorization to take those actions solely as instructed through your configuration of the Service, and you appoint the Service as your limited agent solely for the purpose of executing those instructed actions. This authorization is revocable at any time by changing your settings or disconnecting the relevant Connected Service.
5.2 Autonomy levels. The Service offers configurable autonomy levels per AI Employee and per task category, currently: (a) "Draft" (content is prepared for you and nothing is sent or changed without your affirmative approval); (b) "Auto with review" (defined routine actions are executed on a schedule or trigger you have enabled, and are logged for your after-the-fact review); and (c) "Fully delegated" (defined task categories are executed without per-action approval, and are logged). You are responsible for choosing autonomy levels appropriate to your business and for reviewing Receipts.
5.3 Your instructions control. Actions taken by the Service within the autonomy levels, connections, templates, tone settings, and schedules you configure are deemed authorized by you. "Authorized Actions" exclude actions resulting from our material failure to follow your configuration.
5.4 Receipts. The Service is designed to log material actions in Receipts. Receipts are provided for transparency; they are not a substitute for your books and records or for review of your own accounts.
5.5 No control of funds. The Service does not hold, transmit, or control your funds; does not initiate payments, transfers, or withdrawals from your financial accounts; and is not a money transmitter, money services business, payment processor, or financial institution. Payments from your customers are made through your own accounts with third-party providers.
6. Connected Services
6.1 Connections. The Service can connect, at your direction, to third-party services you use, such as accounting (e.g., QuickBooks), payments (e.g., Stripe, Square), email (e.g., Gmail), and calendar (e.g., Google Calendar) (each, a "Connected Service"). Connections use the third party's authorized interfaces (for example, OAuth) and the credentials and permission scopes you approve.
6.2 Your relationship with Connected Services. Your use of each Connected Service is governed by your agreement with that provider. We are not a party to those agreements and are not responsible for Connected Services, including their availability, security, or changes to their interfaces that affect the Service. You represent that you have all rights and permissions needed to connect each Connected Service and to authorize the processing described in our Privacy Policy.
6.3 Google user data. The Service's use and transfer of information received from Google APIs adheres to the Google API Services User Data Policy, including the Limited Use requirements.
6.4 Disconnection. You may disconnect any Connected Service at any time. Disconnection disables dependent features prospectively and does not affect actions already taken.
7. Your Content; Our License; Outputs
7.1 Your Content. "Customer Content" means data, text, files, and other content that you submit to the Service or that the Service accesses from your Connected Services at your direction, together with Outputs (defined below). As between the parties, you own all right, title, and interest in Customer Content.
7.2 License to us. You grant BosAI a worldwide, non-exclusive, royalty-free license to host, copy, transmit, display, and process Customer Content solely (a) to provide, secure, and support the Service; (b) as instructed by you through the Service's features and autonomy settings; and (c) as otherwise permitted by our Privacy Policy. We do not use Customer Content to train generalized artificial-intelligence foundation models without your explicit opt-in consent.
7.3 Outputs. The Service generates drafts, summaries, messages, analyses, and other materials ("Outputs"). Subject to these Terms and to the extent permitted by law, we assign to you our right, title, and interest, if any, in Outputs delivered to you. You acknowledge that Outputs are machine-generated, may be similar to outputs generated for other customers, and may contain errors; Section 10 applies to all Outputs.
7.4 Usage data. We may collect and use technical and usage data (excluding Customer Content) and de-identified or aggregated data to operate, secure, and improve the Service, provided such data does not identify you or any natural person.
8. Acceptable Use
Your use of the Service must comply with our Acceptable Use Policy, which is incorporated into these Terms. We may investigate suspected violations and may remove content, restrict features, or suspend or terminate accounts as described in Section 14.
9. Communications Sent on Your Behalf
9.1 You are the sender. Emails, messages, and other communications composed or sent through the Service from your accounts are sent by you, in your name. You are solely responsible for their content and for compliance with all applicable laws governing commercial communications, including without limitation the CAN-SPAM Act, the Telephone Consumer Protection Act (TCPA), Canada's Anti-Spam Legislation (CASL), and analogous laws, and for honoring opt-out and consent requirements applicable to your recipients.
9.2 Contract terms with your customers. Features that reference late fees, payment terms, scheduling commitments, or similar terms operate from information you provide or connect. You are responsible for ensuring that any term the Service communicates on your behalf (for example, a late fee) is accurate and lawfully enforceable under your own customer agreements.
10. AI Outputs; No Professional Advice
10.1 Nature of AI. The Service uses machine-learning models that generate probabilistic output. Outputs may be inaccurate, incomplete, outdated, or inappropriate for your situation despite appearing confident or plausible. You should review Outputs, and you are responsible for decisions and actions taken based on them, including Outputs executed automatically under autonomy levels you enable.
10.2 No professional advice. THE SERVICE PROVIDES GENERAL BUSINESS ADMINISTRATION ASSISTANCE AND INFORMATION ONLY. IT DOES NOT PROVIDE, AND MUST NOT BE RELIED UPON AS, LEGAL, TAX, ACCOUNTING, AUDIT, INVESTMENT, INSURANCE, OR OTHER PROFESSIONAL ADVICE, AND NO ATTORNEY-CLIENT, ACCOUNTANT-CLIENT, FIDUCIARY, OR SIMILAR RELATIONSHIP IS CREATED. CONSULT QUALIFIED PROFESSIONALS FOR ADVICE SPECIFIC TO YOUR CIRCUMSTANCES.
10.3 High-risk reliance prohibited. You will not use the Service as the sole basis for decisions with legal, financial, safety, or similarly significant effects on any person without independent human review.
11. Intellectual Property; Feedback
11.1 Our IP. The Service, including software, models, interfaces, designs, AI Employee names and personas, trademarks, and all related intellectual property rights, is owned by BosAI and its licensors. Except for the limited rights expressly granted, no rights are granted to you, whether by implication, estoppel, or otherwise. You will not copy, modify, create derivative works of, reverse engineer, decompile, or attempt to extract source code or model weights from the Service, except to the extent such restriction is prohibited by law.
11.2 Feedback. If you provide suggestions or feedback, you grant us a perpetual, irrevocable, worldwide, royalty-free license to use it without restriction or obligation to you.
12. Third-Party Services; Beta Features
12.1 Third-party components. The Service incorporates third-party services, including cloud infrastructure and third-party AI model providers, as described in our Privacy Policy and Data Processing Addendum.
12.2 Beta features. Features identified as alpha, beta, preview, or early access are provided "as is," may be modified or discontinued at any time, may be subject to additional terms, and are excluded from any service commitments.
13. Privacy
Our collection and use of personal information is described in our Privacy Policy. Where BosAI processes personal data on your behalf as a processor or service provider, the Data Processing Addendum applies and is incorporated into these Terms for such processing.
14. Term, Suspension, and Termination
14.1 Term. These Terms apply from your first use of the Service until your account is terminated as permitted herein.
14.2 Termination by you. You may stop using the Service and delete your account at any time in settings. Deleting your account cancels paid plans effective at the end of the then-current billing period.
14.3 Suspension or termination by us. We may suspend or terminate your access, with notice where practicable, if (a) you materially breach these Terms (including the AUP) and, where curable, fail to cure within ten (10) days of notice; (b) suspension is reasonably necessary to prevent harm to the Service, other customers, or third parties, or to comply with law; or (c) your account has been inactive on the free plan for more than twelve (12) consecutive months (with at least 30 days' notice).
14.4 Effect of termination; export. Upon termination, your rights to use the Service cease. For thirty (30) days following termination (except termination for your material breach involving unlawful conduct), we will make Customer Content, including Receipts, available for export in a commonly used format on request, after which we may delete it in the ordinary course as described in our Privacy Policy. Sections 4 (amounts accrued), 7.2 (only as needed to wind down), 10, 11, 15, 16, 17, 18, 19, and 22 survive termination.
15. Disclaimer of Warranties
TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE SERVICE, ALL OUTPUTS, AND ALL RELATED SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE," WITH ALL FAULTS, AND WITHOUT WARRANTY OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE. WITHOUT LIMITING THE FOREGOING, WE EXPRESSLY DISCLAIM ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, QUIET ENJOYMENT, AND ANY WARRANTIES ARISING FROM COURSE OF DEALING OR USAGE OF TRADE, AND ANY WARRANTY THAT THE SERVICE WILL BE UNINTERRUPTED, ERROR-FREE, OR SECURE, OR THAT OUTPUTS WILL BE ACCURATE, COMPLETE, OR RELIABLE. SOME JURISDICTIONS DO NOT ALLOW CERTAIN DISCLAIMERS, SO SOME OF THE ABOVE MAY NOT APPLY TO YOU.
16. Limitation of Liability
16.1 Exclusion of certain damages. TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT WILL EITHER PARTY BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR LOST PROFITS, REVENUES, GOODWILL, OR DATA, ARISING OUT OF OR RELATING TO THESE TERMS OR THE SERVICE, HOWEVER CAUSED AND UNDER ANY THEORY OF LIABILITY, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
16.2 Cap. TO THE MAXIMUM EXTENT PERMITTED BY LAW, EACH PARTY'S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THESE TERMS OR THE SERVICE WILL NOT EXCEED THE GREATER OF (A) THE AMOUNTS YOU PAID TO BOSAI FOR THE SERVICE IN THE TWELVE (12) MONTHS BEFORE THE EVENT GIVING RISE TO LIABILITY AND (B) ONE HUNDRED U.S. DOLLARS (US $100).
16.3 Exceptions. The limitations in this Section 16 do not apply to (a) your payment obligations; (b) either party's liability for fraud, gross negligence, or willful misconduct; (c) your breach of Section 8 or 9 or your indemnification obligations; or (d) any liability that cannot be limited under applicable law.
16.4 Basis of the bargain. The parties acknowledge that the fees reflect the allocation of risk in this Section and that these limitations are an essential basis of the bargain and will apply notwithstanding failure of essential purpose of any limited remedy.
17. Indemnification
You will defend, indemnify, and hold harmless BosAI and its officers, directors, employees, and agents from and against any third-party claims, and all resulting damages, liabilities, costs, and expenses (including reasonable attorneys' fees), arising out of or relating to (a) Customer Content; (b) your use of the Service in violation of these Terms, the AUP, or applicable law; (c) communications sent on your behalf under Section 9, including claims under communications, consumer-protection, or debt-collection laws; or (d) your products, services, or dealings with your own customers. We will provide prompt notice of any claim (delay excuses obligations only to the extent of resulting prejudice) and reasonable cooperation at your expense; you may not settle any claim that imposes non-monetary obligations on us without our prior written consent.
18. Dispute Resolution; Arbitration; Class Action Waiver
18.1 Informal resolution first. Before filing a claim, each party agrees to attempt to resolve the dispute informally by sending written notice describing the dispute to the other (to us: info@file.business, Attn: Legal). If the dispute is not resolved within sixty (60) days of notice, either party may proceed as set forth below. Compliance with this Section 18.1 is a condition precedent to arbitration or suit.
18.2 Binding arbitration. Except as provided in Sections 18.4 and 18.5, any dispute, claim, or controversy arising out of or relating to these Terms or the Service will be finally resolved by binding arbitration administered by the American Arbitration Association ("AAA") under its Commercial Arbitration Rules and, where applicable, its Consumer Arbitration Rules, before a single arbitrator. The arbitration will be conducted in English. The seat of arbitration is Wilmington, Delaware, provided that either party may appear by video, and any hearing will be held remotely or in the county of your principal place of business if you request. The Federal Arbitration Act governs the interpretation and enforcement of this Section. Judgment on the award may be entered in any court of competent jurisdiction.
18.3 Class action and jury waiver. TO THE MAXIMUM EXTENT PERMITTED BY LAW, EACH PARTY WAIVES THE RIGHT TO A TRIAL BY JURY AND TO PARTICIPATE IN A CLASS, COLLECTIVE, CONSOLIDATED, OR REPRESENTATIVE ACTION. Claims may be brought only in the parties' individual capacities. If this class waiver is found unenforceable as to a particular claim, that claim (and only that claim) shall proceed in court, and this Section shall be enforced to the maximum extent otherwise permitted.
18.4 Exceptions. Either party may (a) bring an individual claim in small-claims court; and (b) seek temporary or preliminary injunctive or other equitable relief in a court of competent jurisdiction to protect its intellectual property, confidential information, or the security of the Service, pending arbitration.
18.5 Opt-out. You may opt out of the arbitration and class-waiver provisions of this Section 18 by emailing info@file.business with the subject line "Arbitration Opt-Out," your account email, and a clear statement of opt-out, within thirty (30) days after first accepting these Terms. Opting out does not affect any other provision of these Terms.
18.6 Fees; batch procedures. Arbitration fees will be allocated under the applicable AAA rules; for consumers, we will pay filing, administration, and arbitrator fees to the extent required by those rules or law. If twenty-five (25) or more demands presenting similar claims are filed by or with the assistance of coordinated counsel, the parties agree the AAA shall administer them in staged batches of up to fifty (50), with a single arbitrator per batch, before remaining demands proceed.
19. Governing Law and Venue
These Terms and any dispute arising out of or relating to them are governed by the laws of the State of Delaware, without regard to conflict-of-laws principles, except that Section 18 is governed by the Federal Arbitration Act. Subject to Section 18, the state and federal courts located in New Castle County, Delaware will have exclusive jurisdiction over any permitted court proceeding, and each party consents to personal jurisdiction and venue there. Nothing in this Section deprives a consumer of the protection of mandatory provisions of the law of their place of residence where applicable.
20. Changes to the Service or These Terms
20.1 Service changes. We continually develop the Service and may add, alter, or remove functionality. If we materially reduce core functionality of your paid plan, we will notify you, and your exclusive remedy is to cancel and receive a pro-rata refund of prepaid fees for the remainder of your billing period.
20.2 Terms changes. We may update these Terms from time to time. For material changes, we will provide at least thirty (30) days' notice by email or in-Service notice before the changes take effect. Changes apply prospectively. Your continued use after the effective date constitutes acceptance; if you do not agree, you must stop using the Service and may cancel for a pro-rata refund of prepaid fees covering the period after the effective date.
21. Export Controls and Sanctions
You represent that you are not located in, organized under the laws of, or ordinarily resident in any country or region subject to comprehensive U.S. sanctions, and that you are not identified on any U.S. government restricted-party list. You will not use or export the Service in violation of U.S. export control or sanctions laws.
22. Miscellaneous
22.1 Entire agreement. These Terms (including documents incorporated by reference) are the entire agreement between the parties regarding the Service and supersede all prior or contemporaneous agreements on that subject. Terms in your purchase orders or vendor forms are rejected and have no effect.
22.2 Assignment. You may not assign these Terms without our prior written consent, except to a successor in a merger, acquisition, or sale of substantially all assets with notice to us. We may assign these Terms in connection with a merger, acquisition, corporate reorganization, or sale of assets.
22.3 Notices. We may provide notices via the Service or to the email address on your account; you will provide notices to info@file.business and, for legal notices, to File Business Inc., Attn: Legal, [registered address]. Notices are deemed given when sent (email) or received (courier/mail).
22.4 Force majeure. Neither party is liable for delay or failure caused by events beyond its reasonable control, including acts of God, labor disputes, internet or utility failures, governmental actions, or failures of third-party providers, except for payment obligations.
22.5 Severability; waiver; interpretation. If any provision is held unenforceable, it will be modified to the minimum extent necessary and the remainder will remain in effect. Failure to enforce a provision is not a waiver. "Including" means "including without limitation." Section headings are for convenience only.
22.6 Independent contractors; no third-party beneficiaries. The parties are independent contractors. There are no third-party beneficiaries to these Terms, except that app-store providers are third-party beneficiaries of the mobile-app terms solely to the extent required by their policies.
22.7 U.S. Government use. The Service is "commercial computer software" and related documentation; government users acquire only the rights granted to all other customers.
Questions about these Terms: info@file.business · File Business Inc. d/b/a BosAI, [registered address].