Terms of Service

Last Updated: May 10, 2026

Thanks for using Backer Hub! Please read these Backer Hub Terms of Service carefully.

⚠️ IMPORTANT — PLEASE READ CAREFULLY

These Terms of Service contain critical provisions that significantly limit our liability and your legal rights, including:

  • ABSOLUTE DISCLAIMER OF LIABILITY FOR AI AGENT ACTIONS
  • MANDATORY BINDING ARBITRATION AND CLASS ACTION WAIVER
  • COMPLETE RELEASE AND INDEMNIFICATION
  • LIMITATION OF LIABILITY
  • NO PROFESSIONAL, LEGAL, FINANCIAL, OR REAL ESTATE ADVICE
  • NO GUARANTEES OF BUSINESS RESULTS, PROFIT, OR ROI
  • AUTOMATIC BILLING AND NON-REFUNDABLE FEES

BY USING OUR SERVICES, YOU IRREVOCABLY AGREE TO ALL TERMS. IF YOU DO NOT AGREE, DO NOT USE THE SERVICES. Your continued use of our Service automatically constitutes your acceptance of these updated Terms.

1. Definitions

  1. Account(s): The account on the Service you register and open in order to access and use the Service.

  2. AI Model(s): Any artificial intelligence or machine learning model, algorithm, or system, including large language models, neural networks, and generative AI systems, used by or incorporated into the Services, whether developed by Backer Hub or licensed from Third-Party Services including but not limited to OpenAI, Anthropic, Google, and others.

  3. Account Information: Registration information about Customer's Backer Hub Account and information that Customer provides to Backer Hub in connection with (i) the creation or administration of Customer's Backer Hub Account; or (ii) Backer Hub's maintenance of Customer's Backer Hub Account or the Service. For example, Account Information includes names, usernames, passwords, email addresses, and billing information.

  4. Customer: You and, if applicable, the individual accepting these Terms and any company or entity or other person on whose behalf you are accepting these Terms, collectively referred to as "you" or "Customer." You represent and warrant that (i) you have full legal authority to bind your representatives, agents, employer or such entity to these Terms; (ii) you have read and understand these Terms; and (iii) you agree to these Terms on behalf of such employer or entity.

  5. Customer Content: Any documents, content, data, or materials you upload, submit, or make available to Backer Hub through the Site or Service.

  6. Derived Data: Structured metadata, log data, or other data extracted from Customer Content or generated through Customer's use of the Services, including but not limited to data routed through, fetched from, transmitted to, generated by, or otherwise in connection with Third-Party Services.

  7. Derived Output(s): AI-generated content produced by or through the Services, including content generated by AI Models.

  8. Feedback: Feedback, comments, ideas, proposals, recommendations, suggestions, and enhancement requests or other information for improvements, features, functionality, or operation, along with associated context, whether regarding the Service, Site, a beta release, or any other products, services, or business of Backer Hub.

  9. Frozen Status: A state in which Customer's Account is preserved but access to operational Service features is restricted, except for billing and payment-related actions and other actions permitted by Backer Hub in its sole discretion, including without limitation limited administrative or Account-management actions.

  10. Pricing Menu(s): The official list of Subscription Plans, Subscription Fees, and features published on Backer Hub's Site, as updated from time to time at Backer Hub's discretion.

  11. Released Party(ies): All of Backer Hub's respective parent companies, subsidiaries, affiliates, related entities, officers, directors, shareholders, members, managers, employees, agents, contractors, consultants, licensors, suppliers, service providers, successors, assigns, and any other parties involved in creating, producing, delivering, hosting, maintaining, or supporting the Services.

  12. Sensitive Personal Data: (i) patient, medical, or other protected health information, including those regulated by the Health Insurance Portability and Accountability Act (as amended and supplemented) ("HIPAA"); (ii) credit, debit, bank account or other financial account numbers; (iii) social security numbers, driver's license numbers, or other government ID numbers; and (iv) special categories of personal data enumerated in the European Union General Data Protection Regulations ("GDPR").

  13. Service(s): Backer Hub's proprietary AI-driven automation platform, products, and applications of AI solutions and integrations into business workflows, offered on a SaaS basis, with the support and inclusion of AI Models, autonomous AI agents (including automated response agents, intake and classification agents, workflow automation agents, document processing agents, and integration agents), dashboards, integrations with Third-Party Services, APIs, automation workflows, AI-generated content, tools, analytics, and all related software, services, updates, upgrades, modified versions, extensions, improvements, and derivative works of the foregoing technologies (collectively, the "Service" or "Services").

  14. Site: Backer Hub's website at backerhub.ai, including all subdomains and related digital properties operated by Backer Hub.

  15. Subscription Fee(s): The fees applicable to your right to access and use the Services in accordance with the applicable Subscription Plan as set forth in our Pricing Menu included in the Services or on Backer Hub's Site.

  16. Subscription Plan(s): The plan applicable to Customer's Account in accordance with these Terms, for access to the Services, as detailed in the applicable Backer Hub's Pricing Menu.

  17. Subscription Term(s): The recurring period of a Customer's agreed subscription for a Subscription Plan during which Customer can access the Services. For monthly plans, a Subscription Term is one calendar month, beginning on the day the subscription starts (the "Start Date") and ending on the corresponding day in the next calendar month. If the Start Date does not exist in the following month (e.g., the 29th, 30th, or 31st), the Subscription Term will end on the first day of the next month. For annual plans, a Subscription Term consists of twelve (12) consecutive monthly Subscription Terms. Each Subscription Term is used to calculate billing, renewals, pro-rated charges, and all references to time periods in these Terms unless otherwise specified.

  18. Terms: Backer Hub's Terms of Service, which govern your access to and use of Backer Hub's AI-driven platform, autonomous AI agents, and related Services available at backerhub.ai. These constitute the entire agreement with respect to the provision of the Services by Backer Hub and are a legally binding contract between you (the "Customer") and Backer Hub.

  19. Third-Party Service(s): Any web-based, mobile, or other third-party service, connection, site, platform, application, software, or integration created, hosted, or operated by third parties that Customer makes available to Backer Hub that interacts with, automates actions on, extracts data from, or interoperates with the Services.

2. Agreement and Acceptance

2.1 Binding Contract

These Terms constitute a legally binding contract between you, the Customer, and Backer Hub ("backerhub.ai", "we", "us", or "our"), a Florida corporation with principal offices at 340 W Flagler Street, #1103, Miami, FL 33130.

These Terms govern your access to and use of Backer Hub's Services.

2.2 Acceptance

By: (a) creating an Account; (b) clicking "I Accept", "Sign Up", or similar buttons; (c) accessing or using any part of the Services; (d) signing up for any trial or Subscription Plan; or (e) providing payment information, you acknowledge that you have read, understood, and irrevocably agree to be bound by these Terms and all incorporated policies.

IF YOU DO NOT AGREE TO THESE TERMS IN THEIR ENTIRETY, YOU MUST IMMEDIATELY CEASE ALL USE OF THE SERVICES.

2.3 Legal Capacity

Customer represents and warrants that: (a) you are at least 18 years of age and have full legal capacity to enter into these Terms; (b) if entering these Terms on behalf of an organization, you have full legal authority to bind that organization, employer or such entity to these Terms; (c) you have read and understand these Terms; and (d) you agree to these Terms on behalf of such employer or entity; (e) you are not located in, under the control of, or a national or resident of any country subject to a United States government embargo or designated by the United States government as a state sponsor of terrorism; and (f) you are not prohibited by law from using the Services.

2.4 Modifications

We reserve the right to modify, amend, or replace these Terms at any time, in our sole and absolute discretion, by posting updated Terms on our Site or within the Services. Customer's continued use of the Services after any modification constitutes your binding acceptance of the modified Terms. We may, but are not obligated to, notify you of material changes via email or in-app notification.

2.5 Additional Policies

These Terms incorporate by reference and include our Privacy Policy and any other policies, guidelines, or rules posted on our Site or provided to you. In the event of a conflict, these Terms control.

3. Description of Services

3.1 AI-Powered Platform

Backer Hub provides an artificial intelligence–powered automation platform that enables autonomous AI agents to analyze inbound communications, retrieve customer relationship management ("CRM") data, generate responses, and perform workflow actions on your behalf. Our Services include, but are not limited to:

  • Automated Response Agents: AI agents that analyze incoming emails or messages and generate automated reply content based on CRM data, business rules, and configured preferences.
  • Intake and Classification Agents: AI agents that extract, summarize, classify, and label inbound communications, including identifying intent, urgency, and key data fields.
  • Workflow Automation Agents: AI agents that trigger actions such as logging activities, updating CRM records, creating tasks, advancing pipeline stages, and initiating follow-up sequences.
  • Document Processing Agents: AI agents that analyze uploaded documents for the limited purpose of extracting structured data to populate CRM records, profiles, or transactions.
  • Integration Agents: AI agents that connect to Third-Party Services (including email services and CRM systems) to retrieve data, transmit messages, and synchronize records.
  • AI-Generated Content: Textual responses, summaries, classifications, and other content generated by machine learning models based on user-provided data and configuration.
  • Automation and Orchestration: Rule-based and AI-driven workflows that coordinate multiple steps across Third-Party Services without human intervention.
  • Analytics and Reporting: Dashboards, logs, and system metrics related to AI activity, message status, automation outcomes, and operational performance.

3.2 Autonomous Nature of AI Technology

CUSTOMER EXPRESSLY ACKNOWLEDGES AND AGREES THAT:

(a) The Services utilize autonomous artificial intelligence agents that operate using probabilistic machine learning models and algorithmic processes;

(b) AI agents analyze data, generate content, make decisions, and perform actions autonomously at the time of execution, without guaranteed human oversight or intervention;

(c) Derived Outputs are generated through statistical pattern recognition and automated inference and may contain errors, inaccuracies, omissions, biases, or unpredictable results;

(d) We do not control, predict, guarantee, or warrant the accuracy, reliability, completeness, legality, or suitability of any specific AI-generated output, action, recommendation, or consequence;

(e) The Services are not a substitute for human judgment, review, or professional advice. Users should exercise caution and verify any important information after the AI-generated content is produced, and before taking any actions based on it.

(f) AI-generated content may be similar or identical to content generated for other users due to the nature of machine learning models and shared training data;

(g) Customer assumes all responsibility and risk for any reliance on, use of, or consequences resulting from AI-generated content, Derived Outputs, or automated actions produced through the Services, including any content sent automatically via the platform.

(h) We do not guarantee the accuracy, reliability, completeness, or suitability of any AI-generated content or automated action. AI outputs may contain errors, omissions, or biases.

3.3 Service Modifications

We reserve the right, in our sole discretion, to: (a) modify, suspend, discontinue, or terminate any feature, functionality, or aspect of the Services at any time without notice; (b) update, change, or replace AI Models, algorithms, or underlying technologies; (c) impose limits on usage, features, or functionality; and (d) add, remove, or modify pricing, plans, or packages. We shall have no liability for any such modifications.

4. Account Registration; User Obligations; Prohibited Uses; Suspension & Termination

4.1 Account Registration and Rights to Access

By creating an Account with Backer Hub, you are granted a limited, non-exclusive, non-transferable permission to access and use the Services solely for your internal business purposes. Authenticated access may require the creation of login credentials. You represent and warrant that any Account you create is done by you or by someone authorized to act on your behalf. You agree to: (a) provide accurate, current, and complete information about yourself as part of the registration process; (b) maintain and promptly update your Account Information and any other information you provide to Backer Hub to keep it accurate, current, and complete; and (c) accept all risks of unauthorized access to your Account Information or any other information you provide to Backer Hub via your Account(s) or password(s).

Upon proper registration for a Backer Hub Account and subject to these Terms, Backer Hub will make the Services available during the applicable Subscription Term. Your access and use of authenticated Services are conditional upon your continued compliance with these Terms and any applicable policies we communicate to you. All Services, content, tools, and features available through the platform are owned or licensed by Backer Hub and are protected under United States and international intellectual property laws. Except as expressly permitted under these Terms, no rights or licenses are granted.

4.2 Prohibited Use

You are prohibited from, and agree to prevent your personnel or representatives who access the Services on your behalf from, using the Services:

  • in any way that violates applicable federal, state, local, or international law or regulation;
  • for fraudulent, deceptive, or unlawful purposes;
  • to exploit, harass, harm, or attempt to exploit or harm others in any way, including exposing them to inappropriate content;
  • to store, publish, display, or transmit defamatory, infringing, libelous, abusive, threatening, or otherwise unlawful material;
  • to store, publish, display, or transmit material in violation of third-party privacy, intellectual property, or other rights;
  • to send unsolicited messages or postings, including bulk commercial advertising, spam, or other automated messaging not expressly permitted by Backer Hub;
  • to compromise, or attempt to compromise, the security of the Services, any account, or any network or system;
  • to impersonate or attempt to impersonate Backer Hub, its personnel, other users, or any other person or entity; or
  • in any way that disrupts, restricts, or inhibits other users' access to or enjoyment of the Services, or that may cause liability or harm to Backer Hub, its Released Parties, or its users.

4.3 Account Responsibility

You are solely responsible for maintaining the confidentiality, security, and integrity of your Account credentials, including your username and password(s), or any third-party authentication credentials used to access your Account, and for safeguarding them against unauthorized use. You are responsible for all activities that occur under your Account, whether or not authorized by you, including any actions taken by persons you have authorized to use your Account.

You must immediately notify Backer Hub of any unauthorized access or security breach related to your Account. You are also responsible for all content, data, and actions taken through your Account. Backer Hub and its Released Parties shall not be liable for any damages or losses that may occur as a result of your failure to maintain the confidentiality of your login credentials. You irrevocably release Backer Hub and its Released Parties from any and all liability arising from unauthorized access to or use of your Account.

4.4 Account Suspension and Termination

We reserve the absolute right to suspend, restrict, or terminate Customer's Account and access to the Services, immediately and without notice, if: (a) you breach any provision of these Terms; (b) we suspect fraudulent, abusive, or illegal activity; (c) your use poses security, legal, or reputational risks to us or others; (d) your payment fails or is disputed; (e) we are required to do so by law or legal process; or (f) for any other reason in our sole discretion. No refunds will be provided for terminations for cause.

5. Customer Content; Privacy

5.1 Privacy Policy

For information on our data collection, usage, disclosure, and processing practices, please review our Privacy Policy. If you reside in a jurisdiction subject to the European Union General Data Protection Regulation ("GDPR"), the United Kingdom GDPR, or similar data protection laws, our processing of personal data is governed by our Privacy Policy and any applicable data processing addendum.

5.2 Customer Content and Ownership

Customer retains all rights, title, and interest in and to all Customer Content, including without limitation all related intellectual property rights inherent therein. Except for the limited rights expressly granted herein, nothing in these Terms transfers ownership of Customer Content to Backer Hub.

Customer grants Backer Hub a non-exclusive, worldwide, royalty-free, sublicensable license to access, use, process, transform, extract, transmit, export, modify, display, generate Derived Data, store Derived Outputs, and create derivative works from Customer Content solely as reasonably necessary to:

(i) provide, operate, maintain, and improve the Services;

(ii) perform document summarization, data extraction, and administrative automation;

(iii) populate CRM records and trigger workflow actions at Customer's direction;

(iv) prevent or address technical, security, or support issues;

(v) comply with applicable legal obligations;

(vi) create and use anonymized, aggregated, or de-identified data derived solely from (a) Derived Outputs and (b) Derived Data objects created by the Services through automated field extraction from Customer Content (and not from raw Customer Content, original email content, or document attachments) for analytics, retrieval-augmented generation (RAG), model training, product improvement, benchmarking, and commercial purposes, provided that such data does not identify you or any individual.

5.3 Limited Data Storage and Derived Outputs

Customer acknowledges and agrees that Backer Hub does not retain original email bodies or document attachments, processing such data only transiently as required to generate outputs and execute workflows. We store only:

(i) Derived Outputs, including AI-generated reply text and

(ii) Derived Data objects from Customer Content (such as names, phone numbers, email addresses, deal values, pipeline stages, timestamps, and classifications) associated with Customer's Account.

All Derived Outputs are provided "as-is" and may be inaccurate, incomplete, or misleading.

5.4 Administrative Automation Only; No Legal Review or Professional Services

All document processing features are limited to data extraction, summarization, key field identification, CRM updates, and workflow automation. The Services do not provide legal advice, contract review, legal analysis, compliance services, risk detection, deal validation, or professional analysis. Customer remains solely responsible for verifying all documents, CRM records, and business decisions derived from the Services. Customer irrevocably waives any claim based on reliance on AI outputs.

5.5 Sensitive Personal Data

Due to the nature of the Services, Customer Content may include Sensitive Personal Data, including financial and identification information commonly contained in real estate, lending, and transactional documents. Backer Hub does not intentionally collect Sensitive Personal Data and processes such data solely as submitted by Customer for the limited purposes of data extraction, summarization, administrative automation, workflow execution, and CRM population. Backer Hub does not retain original email bodies, document attachments, or other raw inputs containing Sensitive Personal Data and retains only Derived Outputs and Derived Data generated from such content. Customer remains solely responsible for the lawfulness, regulatory compliance, and accuracy of any Sensitive Personal Data processed through the Services. Customer acknowledges and agrees that Backer Hub is not a HIPAA-covered entity or business associate and that the Services are not designed to process or store protected health information in compliance with HIPAA. Customer agrees not to use the Services for regulated healthcare processing or for any purpose requiring HIPAA-compliant handling of data.

5.6 Data Retention; Deletion; Model Improvement Controls

Customer acknowledges and agrees that Backer Hub does not retain original email bodies or document attachments and retains only Derived Outputs and Derived Data associated with Customer's Account.

A. Data Retention. By default, Backer Hub retains Derived Outputs, Derived Data, and account-linked workflow records only for the duration of Customer's active subscription. Upon termination or expiration of Customer's Account, Backer Hub will delete or de-identify such retained data within a commercially reasonable period, except where retention is required by law or for legitimate business purposes such as billing, audit, or dispute resolution.

B. Deletion Requests. You may delete your retained Derived Outputs and Derived Data at any time using the "Delete My Account and Data" functionality within the Services or by submitting a support request. Upon verified request, Backer Hub will delete or de-identify such data within a commercially reasonable period, subject to applicable legal retention requirements and technical limitations.

C. Model Improvement Controls. Backer Hub may use anonymized, aggregated, or de-identified data derived solely from Derived Outputs and Derived Data (and not from raw Customer Content, original email content, or document attachments) for analytics, retrieval-augmented generation (RAG), model training, product improvement, benchmarking, and commercial purposes. Such use is enabled by default but may be disabled by you at any time through your Account settings. If you disable this setting, Backer Hub will cease using newly generated Derived Outputs and Derived Data from your Account for such purposes but may continue to use previously derived anonymized and aggregated data that cannot reasonably be re-identified or separated.

Customer acknowledges that deletion of retained data may impair or disable certain features of the Services, including historical analytics, CRM records, and workflow continuity.

5.7 Your Compliance Obligations

Customer is solely responsible for the accuracy, quality, legality, reliability, and appropriateness of all Customer Content. You represent and warrant that you have all necessary rights, consents, and legal authority to facilitate Customer Content through the Services and that it does not contain or spread any viruses or other malware such as worms or spyware and that its transfer to and contractual processing by Backer Hub does not infringe any third-party rights or violate any laws. You agree to ensure that the Customer Content does not include anything harassing, offensive, racist, pornographic or obscene, which can damage the reputation of Backer Hub and its Released Parties. You represent and warrant that your Customer Content will not violate any law, regulations, or third-party rights and you have full legal authority to process Customer Content and assume all risk arising from use of the Services.

Without limiting any of your representations or warranties with respect to the Customer Content, Backer Hub has the right (but not the obligation) to reject or remove any Customer Content, without notice to you, that Backer Hub believes, in Backer Hub's sole discretion: (i) violates these Terms or any Backer Hub policy, (ii) violates or misappropriates the intellectual property rights of any third party, or (iii) is in any way harmful or objectionable.

6. Third-Party Services

6.1 Connected Third-Party Services and Authorization

The Service contains features designed to interoperate with Customer's Third-Party Services. To use such features, Customer must grant Backer Hub the necessary permissions to access their accounts on such Third-Party Services. The Service may contain, or otherwise enable, links to and integrations with Third-Party Services, whether located within the Service or on separate Third-Party Services' websites that connect back to the Service.

Backer Hub provides and/or enables such links to and integrations to facilitate the functionality of the Services and as a convenience, but has no responsibility for the content, functionality, or availability of such Third-Party Services, and does not endorse such Third-Party Services (or any products or other services associated therewith).

Customer is required to obtain access to such Third-Party Services from their providers and grant Backer Hub any necessary permissions to access Customer's account(s) on such Third-Party Services in order to use the Services and integration-enabled features. Without such access, the integration-dependent features of the Services will not function. Customer grants Backer Hub permission to access and use Customer Content from Third-Party Services and their providers solely as required for the functionality and integration dependent features of the Services.

6.2 Third-Party Actions and Data Responsibility

Access to any Third-Party Service linked to the Service is at your own risk, and Backer Hub and its Released Parties are not responsible for the accuracy or reliability of any information, data, opinions, advice, or statements made by, on, or through such Third-Party Service. If you choose to grant a Third-Party Service any access to your Backer Hub Account, you are solely responsible for that Third-Party Service's access to your data, including Customer Content, and for any actions it may take using that data in connection with the Services or on behalf of your Backer Hub Account or Customer Content.

Linking to Third-Party Services: You acknowledge and agree that your Account Information and Customer Content regarding your use of a Third-Party Service's integration through your Backer Hub Account may be shared with that Third-Party Service. Pursuant to your use of the Service, Customer Content will be transmitted to and from your Backer Hub Account to one or more Third-Party Services you've linked with your Backer Hub Account.

6.3 No Endorsement; No Liability

Inclusion of any Third-Party Service, or any link thereto, within the Service does not imply Backer Hub's approval, endorsement, or sponsorship of such Third-Party Service. Backer Hub and its Released Parties are not responsible or liable for any content, policies, practices, or availability of any Third-Party Service, even if such Third-Party Service links to, or is linked from, the Service. Customer is responsible for reviewing any applicable terms, conditions and privacy policies of such Third-Party Services before using such Third-Party Service or disclosing Customer Content directly to it.

6.4 Third-Party Terms and Disclaimers

Any acquisition by Customer of Third-Party Services, and any exchange of Customer Content between Customer and any Third-Party Service, product, or provider, is solely between Customer and the applicable Third-Party Service. Your use of any Third-Party Service is subject to the terms applicable to such Third-Party Service, and you do so at your own risk.

Backer Hub and its Released Parties do not warrant or support Third-Party Services. Backer Hub and its Released Parties are not responsible for any disclosure, modification or deletion of Customer Content resulting from access by any Third-Party Services or their providers.

Backer Hub and its Released Parties are not responsible for and make no warranties, express or implied, regarding Third-Party Services or their providers, including, without limitation, the accuracy or completeness of information provided by such Third-Party Service or their privacy practices.

7. Ownership, Reservation of Rights

7.1 Ownership of Service

Backer Hub, and its licensors, retain all right, title, and interest, including all intellectual property rights in all software, code, algorithms, AI Models, designs, graphics, interfaces, documentation, trademarks, logos, and other intellectual property, in and to the Service, the Service's content, features, modifications, updates, upgrades, extensions, components, and any derivative works thereof, and all Feedback, Account Information, Customer Content, Derived Outputs, and Derived Data, except as expressly granted to you herein. No ownership rights in the Service or any Backer Hub content are conveyed to you. All our rights not expressly granted under these Terms are hereby retained.

7.2 Improving the Service

Customer provided Feedback may be used without restriction or compensation. Notwithstanding anything to the contrary set forth herein or otherwise:

(a) Backer Hub may collect, analyze, and use Customer Content, Account Information, Derived Data, and Derived Outputs to operate, enhance, improve, and develop Backer Hub products or services, including through AI Model training, and otherwise in connection with our business;

(b) Customer provided Feedback, suggestions, ideas, or recommendations regarding the Services are granted to Backer Hub under a worldwide, perpetual, irrevocable, royalty-free, fully paid, transferable, sublicensable, exclusive license to use, exploit, and commercialize the Feedback without any obligation to Customer. Customer waives all moral rights in Feedback;

(c) Backer Hub may derive de-identified data sets from your Customer Content and may use such Derived Data to operate, enhance, improve, and develop Backer Hub products or services, including through AI Model training;

(d) Feedback does not include Customer Content. Feedback shall not create any confidentiality obligation for Backer Hub.

7.3 Trademarks and Reservation of Rights

A. Trademarks

Backer Hub, the Backer Hub name, logos, and all product names are trademarks and/or service marks of Backer Hub. Third-party logos, product marks, and product names are trademarks and/or service marks of their respective owners. Nothing in these Terms shall be construed as granting any license or right to use any Backer Hub or third-party trademark without the applicable prior written consent of Backer Hub or the owner of the applicable trademark. You hereby grant Backer Hub the right to identify you as a customer of Backer Hub and to use your logos and/or trademarks solely for marketing and promotional purposes.

B. Reservation of Rights

The look and feel of the Site and the Services, including any custom graphics, button icons, and scripts, are also the property of Backer Hub, and you may not copy, imitate, or use them, in whole or in part, without Backer Hub's prior written consent. Backer Hub reserves all rights not expressly granted to you in these Terms and Backer Hub does not grant any licenses to you or to any other party under these Terms, whether by implication, estoppel or otherwise, except as expressly set forth herein.

C. Limited License to Access Service

Subject to Customer's compliance with these Terms, Backer Hub grants you a limited, non-exclusive, non-transferable, non-sublicensable, revocable license to access and use the Service and any outputs generated by the Service ("Backer Hub Content") solely for your internal purposes. This license terminates immediately upon termination or deletion of your Account or these Terms. Upon termination, you may no longer access, use, copy, reproduce, or distribute the Service, Backer Hub Content, or any content or outputs provided by Backer Hub, and all rights granted hereunder automatically revert to Backer Hub.

8. Fees, Payment Terms, and Liability Cap

8.1 Subscription Plans & Access

(a) Access to the Service is provided on a subscription basis pursuant to the Subscription Plan selected by Customer. Subscription Plans may include differing features, functionality, usage limits, and pricing tiers.

(b) In exchange for your rights to access the Service during the Subscription Term, Customer agrees to pay all applicable Subscription Fees in advance for the selected Subscription Plan.

(c) Customer's Subscription Term begins upon registration of an Account and the provision of valid payment information and continues for the period selected at purchase (e.g., monthly or annual), unless earlier suspended or terminated in accordance with these Terms.

(d) Features or components of the Service are only available upon payment of applicable Subscription Fees or enrollment in a Subscription Plan, except as made available during a free trial.

(e) Customer acknowledges and agrees that its purchase of a Subscription Plan is based solely on the functionality of the Service available at the time of purchase and is not contingent upon, nor shall it be deemed dependent on, the delivery of any future features, functionality, or enhancements, or on any oral or written statements, promises, or representations regarding future development, performance, or availability of the Service.

8.2 Subscription Fees & Payment Authorization

Access to the Services requires payment of all applicable Subscription Fees for the selected Subscription Plan. All Subscription Fees are payable in United States Dollars (USD) unless otherwise specified. By providing a payment method, Customer authorizes Backer Hub to charge all applicable Subscription Fees to such payment method. Subscription Fees are payable in advance for the applicable Subscription Term.

At Backer Hub's sole discretion, we may offer discounts on fees, including partial month adjustments for Subscription Plan upgrades or downgrades. Discounts are not permanent, and their duration, amount, and applicability are determined solely by Backer Hub. Any discounts granted do not alter the non-refundable nature of Subscription Fees, fees, and payments or any other terms of these Terms.

Subscription Fees are non-cancelable, and all payments are non-refundable, except as expressly required by applicable law.

8.3 Billing Cycles, Automatic Renewals, and Plan Changes

A. Billing Cycles

Your Subscription Term is based on the recurring billing period selected at purchase (e.g., monthly or annual). At the start of each Subscription Term, all applicable Subscription Fees for your Subscription Plan are due in advance.

B. Automatic Renewal

YOUR SUBSCRIPTION AUTOMATICALLY RENEWS at the end of each Subscription Term for the same Subscription Plan for a period equal to your then-current Subscription Term, unless you cancel at least ten (10) days prior to the end of the current Subscription Term. If your Subscription Plan has been modified, replaced, or succeeded by another plan at Backer Hub's sole discretion, your subscription will automatically continue under the new plan. Subscription Fees for renewals shall be those indicated on Backer Hub's publicly available Pricing Menu at the time of renewal.

Customers may upgrade or downgrade their Subscription Plan at any time. Any changes may result in pro-rated adjustments or fees as determined at Backer Hub's sole discretion. Upgrades take effect immediately, while downgrades generally take effect at the start of the next Subscription Term, unless otherwise stated.

By enrolling in a Subscription Plan, you expressly authorize Backer Hub to automatically charge your payment method for all applicable fees, including Taxes, overages, or other applicable charges, on each renewal date. All renewals are subject to Backer Hub continuing to offer the applicable Service, Subscription Plan, and components thereof, and to any eligibility criteria reflected in the Pricing Menu.

C. Price Change

Backer Hub reserves the right to modify Subscription Fees, plan features, or pricing structures at any time. Price changes for existing subscriptions will generally take effect at the next renewal date following notice to Customer, although immediate changes may be applied with notice as required by law.

8.4 Usage Limits & Overage Charges

Certain Subscription Plans include usage limits for the Service, including but not limited to the number of API calls or processed items per Subscription Term. If Customer exceeds these limits, additional usage may be allowed at Customer's discretion through overage charges in accordance with Backer Hub's publicly available Pricing Menu at the time of the excess. Customers may choose to enable automatic top-ups to continue using the Service beyond their Subscription Plan limits, subject to a maximum limit set by the Customer to control overage costs. Any overage fees incurred under an enabled top-up are billed immediately and are non-refundable. Backer Hub reserves the right to temporarily restrict usage if Customer has not enabled overage payments or has reached their top-up limit, in order to maintain Service integrity and prevent unprofitable operation.

8.5 Free Trials

Backer Hub may, at its sole discretion, offer free trials or promotional access to certain Subscription Plans (each, a "Free Trial") for a limited period.

If you enroll in a free trial, your trial begins upon registration and continues for the trial period specified at signup. If you do not cancel prior to the end of the free trial period, your subscription will automatically convert to a paid Subscription Plan, and you authorize Backer Hub to charge your payment method for the applicable Subscription Fees, and recurring billing will commence. Backer Hub may require payment information at the time of trial signup.

NOTWITHSTANDING ANYTHING CONTAINED HEREIN, ANY SERVICE PROVIDED DURING A FREE TRIAL PERIOD IS PROVIDED "AS-IS" AND WITHOUT ANY REPRESENTATIONS, WARRANTIES, OR INDEMNITIES.

8.6 Taxes

All fees are exclusive of all applicable federal, provincial, state, local, or foreign Taxes, levies, duties, or similar governmental assessments, including without limitation GST, HST, PST, VAT, or sales Taxes ("Taxes"). Customer is responsible for paying all such Taxes, other than Taxes based on Backer Hub's net income, and we will charge and collect all applicable Taxes at the time of payment as required by law.

8.7 No Refunds

Except as provided in a Free Trial, access to all paid Service features requires payment of applicable Subscription Fees. Except as expressly stated in these Terms or as required by applicable law, all Subscription Fees are non-refundable, and payment obligations are non-cancelable.

This includes, without limitation: (a) Subscription Fees for any unused portion of a Subscription Term; (b) overage fees; (c) Subscription Fees paid for Accounts terminated for cause; (d) Subscription Fees for Services you do not use; and (e) Subscription Fees for Free Trials that converted to paid subscriptions. No refunds will be provided for partial months, Subscription Plan upgrades or downgrades, or any unused Subscription Term of the Services for an open Account.

By agreeing to these Terms, Customer expressly waives any right to a refund except as required by applicable law.

8.8 Liability Cap

To the maximum extent permitted by law, Backer Hub's and its Released Parties' total liability for any claim arising out of or relating to the Services, whether in contract, tort, or otherwise, shall not exceed the amount paid by Customer for the last three (3) monthly Subscription Terms. For annual Subscription Plans, such amount shall be calculated as three (3) months of the total Subscription Fees paid under the applicable Subscription Plan.

Customer acknowledges and agrees that its purchase of the Services is based solely on the functionality available during the applicable Subscription Term and is not contingent upon, nor shall it be deemed dependent on, the delivery of any future features, functionality, or enhancements, or on any oral or written statements, promises, or representations regarding future development or performance of the Services.

9. Termination, Suspension, and Survival

9.1 Termination and Suspension by Backer Hub

We reserve the right, at any time and in our sole discretion, to suspend, restrict, or terminate your Backer Hub Account and/or our Services, immediately and without prior notice, for any reason, including without limitation:

(a) violation of these Terms or any applicable policy or agreement;

(b) fraudulent, abusive, deceptive, or illegal activity;

(c) conduct that poses a security threat or risk to Backer Hub, its Released Parties, the Services, or any third party;

(d) failure to pay any applicable fees or charges when due;

(e) chargebacks, payment disputes, or suspected unauthorized payment activity;

(f) use of the Services in a manner that harms, disrupts, or negatively impacts other users or the integrity or reputation of the platform;

(g) compliance with any law, regulation, court order, or request from law enforcement or a governmental authority; or

(h) any other reason determined by Backer Hub in its sole discretion.

9.2 Termination by You

A. Cancellation

Customer may cancel the Subscription Plan(s) at any time by following the cancellation procedures in your Account settings under the billing section of our Site. Cancellation requests submitted by email, chat, phone, or any other method will not constitute valid cancellation unless expressly confirmed by Backer Hub. Cancellation will take effect at the end of your then-current Subscription Term.

Cancelling your Subscription Plan does not automatically delete your Account or Customer Content. Your access to the Services under your Subscription Plan remains until the end of your current Subscription Term, at which point your Account will be placed in Frozen Status. To immediately delete your Account, de-identify all Derived Outputs and Derived Data, and permanently delete Customer Content, you must use the "Delete My Account and Data" feature. This action will permanently delete all Customer Content, de-identify all Derived Outputs and Derived Data, and revoke all access to the Services immediately, without waiting for the end of your Subscription Term.

Cancellation does not relieve you of any payment obligations or liabilities for your Subscription Plan. Except as expressly stated in these Terms or required by applicable law, all Subscription Fees are non-refundable.

If you purchase an annual Subscription Plan, you remain responsible for all Subscription Fees for the entire annual Subscription Term, regardless of early cancellation, and no prorated refunds will be provided. Any courtesy or exception to the payment obligations set forth is at Backer Hub's sole discretion, and Backer Hub makes no representation or assumes any obligation to grant such consideration.

B. Account Deletion

Deletion of your Backer Hub Account is immediate: your access to all Service features, dashboards, integrations, and your Account will immediately cease, and your Account and Customer Content will be permanently deleted or de-identified and will not be recoverable in identifiable form. Backer Hub may retain only de-identified Derived Outputs and Derived Data in accordance with our data retention policy, and Backer Hub makes no representation or warranty that any data will remain available for restoration after Account deletion.

9.3 Suspension for Non-Payment; Frozen Status

If payment is not received when due, or your payment method is invalid, Customer's Subscription Plan will be suspended and placed in Frozen Status. While in Frozen Status, Customer will not have access to any Service features, functionality, dashboards, or integrations, except for limited administrative or Account-management actions permitted by Backer Hub in its sole discretion, until payment is received. Backer Hub reserves the right, at its sole discretion, to delete Accounts in Frozen Status after ninety (90) days for operational, storage, or business reasons. Upon payment, normal access to the Service will be restored.

For the avoidance of doubt, the following actions do not constitute valid cancellation of your Subscription Plan or termination of your Account unless expressly confirmed by Backer Hub:

(i) Sending an email request to cancel your Subscription Plan or close your Account;

(ii) Initiating a chat or support ticket requesting cancellation;

(iii) Placing a phone call requesting cancellation; or

(iv) Revoking, suspending, or failing to provide payment for your Subscription Plan.

Suspension or Frozen Status does not constitute cancellation of a Subscription Plan, and the Account remains subject to these Terms, including all payment obligations, until properly cancelled in accordance with Section 9.

9.4 Survival

Upon termination of a Customer's Subscription Plan or deletion of a Backer Hub Account:

(a) Customer's license to access or use the Services immediately terminates; (b) Customer must cease all use of the Services; (c) Backer Hub may delete the Customer's Account and Customer Content, subject to Backer Hub's data retention obligations; (d) all payment obligations of the Customer become immediately due; and (e) Customer remains bound by provisions of these Terms that expressly or by their nature survive termination.

Except where an exclusive remedy is expressly specified in these Terms, the exercise by either party of any remedy, including termination, will be without prejudice to any other remedies available under these Terms. All sections of these Terms which by their nature should survive termination will survive, including, without limitation, accrued rights to payment, use restrictions, intellectual property and ownership rights, data retention and use rights, warranty disclaimers, AI liability disclaimers, Third-Party Services disclaimers, confidentiality obligations, Customer compliance and indemnity obligations, limitations of liability, and dispute resolution provisions.

10. Indemnification and Warranties

10.1 Limited Service Warranty

If you are a paying subscriber to the Service, Backer Hub warrants solely that the Services will be made available during the applicable Subscription Term in a manner that substantially conforms to the features described in these Terms or on our Site. Backer Hub will use reasonable efforts to maintain the Services in a manner which minimizes material errors and interruptions.

Customer's exclusive remedy for any breach of this limited warranty is subject to the limitations set forth in Section 8.8 (Liability Cap). Customer must notify Backer Hub in writing of any claimed warranty deficiency within ten (10) days after the issue first arises in order to receive any remedy.

10.2 Disclaimers

TO THE MAXIMUM EXTENT PERMITTED BY LAW, AND EXCEPT AS EXPRESSLY SET FORTH IMMEDIATELY ABOVE, THE SERVICE IS PROVIDED STRICTLY ON AN "AS IS" AND "AS AVAILABLE" BASIS, AND BACKER HUB MAKES NO WARRANTY THAT THE SERVICE IS COMPLETE, SUITABLE FOR YOUR PURPOSE, RELIABLE, USEFUL, OR ACCURATE. ON BEHALF OF ITSELF AND ITS LICENSORS, BACKER HUB HEREBY EXPRESSLY DISCLAIMS ANY AND ALL IMPLIED, STATUTORY, OR OTHER WARRANTIES WITH RESPECT TO THE SERVICE OR THE AVAILABILITY OF THE FOREGOING, INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NONINFRINGEMENT. THE ENTIRE RISK AS TO RESULTS OBTAINED THROUGH USE OF THE SERVICE RESTS WITH YOU. BACKER HUB AND ITS LICENSORS WILL NOT BE LIABLE OR RESPONSIBLE IN ANY WAY FOR ANY LOSSES OR DAMAGE OF ANY KIND INCURRED AS A RESULT OF THE USE OF OR RELIANCE ON ANY MATERIAL CONTAINED IN THE SERVICE.

Backer Hub makes no representation or warranty that the Service will be error-free, that all errors will be corrected, or that the availability of the Service will be uninterrupted, timely, secure, or available at any particular time or location. The Services may be temporarily unavailable due to maintenance, updates, system failures, Third-Party Services outages, or other causes beyond our reasonable control, including integrations such as CRM or email platforms.

Backer Hub makes no representations or guarantees regarding performance, effectiveness, uptime, availability, or any business results, including but not limited to leads, conversions, clients, sales, revenue, outcome, profit, or return on investment (ROI).

Customer acknowledges that all Derived Outputs are generated using probabilistic machine learning models based on Customer Content and automated inference. We make no warranties or guarantees regarding the accuracy, reliability, completeness, quality, legality, compliance, or suitability of any Derived Outputs, AI-generated content, extracted data, predictions, classifications, summaries, or automated actions for any purpose. Such Derived Outputs may contain errors, omissions, or inaccuracies.

Customer acknowledges that the quality and reliability of Derived Outputs depend materially on the accuracy, completeness, and context of inbound messages, CRM data, system configurations, Third-Party Services integrations, and other data sources or inputs outside Backer Hub's control. We do not warrant the correctness of Derived Outputs from inaccurate, incomplete, misleading, or unlawful inputs.

The Services function as an assistive automation tool only. The Services provide automated draft responses and administrative automation for convenience and informational purposes only. The Services do not provide legal, financial, real estate, compliance, or professional advice, and no outputs should be relied upon as a substitute for human judgment or professional review.

Customer remains solely responsible for all outputs, Customer Content, uploaded documents, extracted data, CRM records, communications, and actions generated or sent through the Services, and assumes all risks arising from the automated or autonomous operation of the Services. Customer is solely responsible for any business or legal decisions made based on the Services. Customer acknowledges and agrees that all use of the Services is at Customer's own risk.

10.3 Indemnification

Customer agrees to defend, indemnify, and hold harmless Backer Hub and its Released Parties from and against any and all claims, demands, suits, actions, or proceedings, and against any and all loss, costs, damages, liabilities, and expenses (including attorneys' fees, expert fees, settlements, judgments, and litigation costs) arising out of or related to, including without limitation:

  • Your use or misuse of the Services
  • Any AI-generated content, Derived Output, communication, or action taken through your Account
  • Your violation or alleged violation of these Terms
  • Violation of any applicable law, regulation, or third-party right
  • Your use of Customer Content with the Service
  • Any content, data, or materials you upload, submit, post, transmit, or make available through the Services
  • Any claim that your use of the Services or AI-generated content infringes, misappropriates, or violates any intellectual property, privacy, publicity, or other proprietary right
  • Any claim brought by your customers, prospects, leads, or third parties arising from AI agent communications or actions
  • Any regulatory investigation, enforcement action, or compliance matter arising from your use of the Services
  • Your breach of any representation, warranty, or covenant in these Terms
  • Any negligent or wrongful act or omission by you or anyone using your Account

Backer Hub and its Released Parties reserve the right, at their own expense, to assume the exclusive defense and control of any matter subject to indemnification by you. You agree to cooperate fully with Backer Hub and its Released Parties in the defense of any claim. You may not settle any claim without Backer Hub's prior written consent.

11. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT SHALL ANY RELEASED PARTY BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, PUNITIVE, OR SIMILAR DAMAGES OF ANY KIND, INCLUDING WITHOUT LIMITATION, ANY LOSS OF PROFITS, REVENUE, SALES, BUSINESS, GOODWILL, REPUTATION, DATA, OR BUSINESS INTERRUPTION, OR COSTS OF SUBSTITUTE GOODS OR SERVICES, ARISING OUT OF OR RELATING TO THE SERVICES OR THESE TERMS, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND REGARDLESS OF THE LEGAL THEORY ASSERTED, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR OTHERWISE.

TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE TOTAL AGGREGATE LIABILITY OF BACKER HUB AND ALL RELEASED PARTIES FOR ALL CLAIMS ARISING OUT OF OR RELATING TO THE SERVICES OR THESE TERMS SHALL NOT EXCEED THE AMOUNT PAID BY CUSTOMER FOR THE LAST THREE (3) MONTHLY SUBSCRIPTION TERMS. FOR ANNUAL SUBSCRIPTION PLANS, SUCH AMOUNT SHALL BE CALCULATED AS THREE (3) MONTHS OF THE TOTAL SUBSCRIPTION FEES PAID UNDER THE APPLICABLE SUBSCRIPTION PLAN.

THE PARTIES ACKNOWLEDGE AND AGREE THAT THE LIMITATIONS SET FORTH IN THIS SECTION ARE A FUNDAMENTAL AND ESSENTIAL BASIS OF THE BARGAIN BETWEEN THE PARTIES, REFLECT A REASONABLE ALLOCATION OF RISK, AND APPLY REGARDLESS OF THE FORM OF ACTION OR LEGAL THEORY. THE SERVICES WOULD NOT BE PROVIDED WITHOUT SUCH LIMITATIONS.

SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES OR LIABILITIES. IN SUCH JURISDICTIONS, THE FOREGOING LIMITATIONS SHALL APPLY ONLY TO THE MAXIMUM EXTENT PERMITTED BY LAW.

12. Confidential Information

(a) Definition: Each party ("Disclosing Party") may disclose Confidential Information to the other party ("Receiving Party") in connection with the Services. "Confidential Information" is anything that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure, as well as non-public business, product, product roadmap, technology, and marketing information. Confidential Information includes, without limitation: (a) for both parties, the terms and conditions of these Terms (including pricing); (b) for Customer, Customer Content; and (c) for Backer Hub, the Service, AI Models, algorithms, system architecture, documentation, and any information related to the training, optimization, or performance of AI systems. If something is labeled "Confidential," that is a clear indicator to the Receiving Party that the material is confidential. Notwithstanding the above, Confidential Information does not include information that (i) is or becomes generally available to the public without breach of any obligation owed to the Disclosing Party; (ii) was known to the Receiving Party prior to its disclosure by the Disclosing Party without breach of any obligation owed to the Disclosing Party; (iii) is received from a third party without breach of any obligation owed to the Disclosing Party; or (iv) was independently developed by the Receiving Party.

(b) Protection and Use of Confidential Information: The Receiving Party will (i) take at least reasonable measures to prevent the unauthorized disclosure or use of Confidential Information, and limit access to those employees, affiliates, and contractors who need to know such information in connection with the Service, provided, they are bound to confidentiality obligations at least as restrictive as those in these Terms; and (ii) not use or disclose any Confidential Information of the Disclosing Party for any purpose outside the scope of the Service and these Terms. Nothing above will prevent either party from sharing Confidential Information with (i) financial and legal advisors, or (ii) potential investors and acquirers in connection with bona fide due diligence; provided, such advisors, investors, and acquirers are bound to confidentiality obligations at least as restrictive as those in these Terms.

(c) Compelled Disclosure: The Receiving Party may access or disclose Confidential Information of the Disclosing Party if required by law; provided, however, that the Receiving Party gives the Disclosing Party prior notice of the compelled access or disclosure (to the extent legally permitted) and reasonable assistance, at the Disclosing Party's cost, if the Disclosing Party wishes to contest the access or disclosure. If the Receiving Party is compelled by law to access or disclose the Disclosing Party's Confidential Information, the Disclosing Party will reimburse the Receiving Party for its reasonable cost of compiling and providing access to such Confidential Information as well as the reasonable cost for any support provided in connection with the Disclosing Party seeking a protective order or confidential treatment for the Confidential Information to be produced.

13. Mandatory Binding Arbitration and Dispute Resolution

PLEASE READ THIS SECTION CAREFULLY. IT AFFECTS YOUR LEGAL RIGHTS, INCLUDING YOUR RIGHT TO FILE A LAWSUIT IN COURT.

13.1 Binding Arbitration

Any and all controversies, disputes, demands, claims, counts, or causes of action arising out of or relating to: (a) these Terms or the Services (including the interpretation and scope of this clause); (b) your use of or inability to use the Services; (c) any AI-generated content, output, Derived Output, Derived Data, or action produced through the Services; or (d) any aspect of the relationship between you and Backer Hub or its Released Parties, shall be settled exclusively through final, binding, and confidential arbitration rather than in court.

Arbitration shall be subject to the Federal Arbitration Act and not any state arbitration law. The arbitration shall be conducted before one commercial arbitrator with substantial experience in resolving commercial contract disputes from the American Arbitration Association ("AAA"), and governed by the AAA's Commercial Arbitration Rules. Backer Hub reserves the right to modify the application of such rules at its sole discretion.

The arbitration shall take place in Miami, Florida, and may be conducted in person, by telephone, by video conference, or through submission of documents, at the arbitrator's discretion. There is no judge or jury in arbitration, and court review of an arbitration award is limited.

ARBITRATION SHALL BE CONDUCTED ON AN INDIVIDUAL BASIS ONLY. You may not bring claims as a plaintiff or class member in any class, consolidated, or representative arbitration. The arbitrator may not consolidate claims of multiple parties or preside over any form of class or representative proceeding.

13.2 Cost, Confidentiality, and Relief

The arbitrator will honor claims of privilege and privacy recognized at law, the arbitration proceedings will be confidential, and neither Customer nor Backer Hub may disclose the existence, content, or results of any arbitration, except as may be required by law or for purposes of enforcement of the arbitration award. Each party shall bear its own costs and attorney fees in arbitration, except as otherwise required by applicable law or awarded by the arbitrator. The arbitrator may award attorney fees and costs to the prevailing party if permitted by law. Backer Hub and its Released Parties reserve the right, in their sole and exclusive discretion, to assume responsibility for all of the costs of the arbitration.

13.3 Relief and Small Claims Exceptions

Notwithstanding the foregoing: (a) either Customer or Backer Hub may bring an individual action in small claims court to the extent eligible; (b) either party may seek emergency, injunctive, or equitable relief before the state or federal courts located in the State of Florida in order to maintain the status quo pending arbitration and/or as necessary to prevent the actual or threatened infringement, misappropriation, or violation of Backer Hub's and its Released Parties' data security, Confidential Information, or intellectual property rights.

Each party hereby agrees to submit to the exclusive personal jurisdiction of the courts located within the State of Florida for such purposes. A request for interim measures will not be deemed a waiver of the right to arbitrate.

14. Class Action Waiver

You acknowledge and agree that you may not bring any claim against Backer Hub and its Released Parties as a plaintiff or class member in any purported class, collective, representative, multiple plaintiff, or similar proceeding ("Class Action"). You further agree you waive any right to participate in or be represented in any Class Action or other representative action brought against Backer Hub and its Released Parties.

If any portion of this Class Action Waiver is found unenforceable, class-action claims may proceed in court, but all other provisions of the arbitration agreement in Section 13 and these Terms remain fully in effect, and such disputes shall be resolved in court subject to Section 16.

15. Jury Trial Waiver

You acknowledge that by agreeing to these Terms, you, Backer Hub, and its Released Parties each waive the right to trial by jury.

16. Governing Law and Jurisdiction

These Terms will be governed by, interpreted, enforced, and construed in all respects in accordance with the laws of the State of Florida, without reference to its conflict of laws principles. All disputes arising out of or relating to these Terms, including for purposes of enforcing any award or judgment or seeking interim or emergency relief, will be submitted to the exclusive jurisdiction of a court of competent jurisdiction located in Miami, Florida, and each party irrevocably consents to such personal jurisdiction and waives all objections to this venue.

17. Entire Agreement

17.1 Severability

If any provision of these Terms is held to be invalid, illegal, or unenforceable, the remaining portions will remain in full force and effect, and such provision will be enforced to the maximum extent possible so as to effect the intent of the parties and will be reformed to the extent necessary to make such provision valid and enforceable.

If any provision of these Terms is invalid, illegal or unenforceable in any jurisdiction, such invalidity, illegality, or unenforceability shall not affect any other provision of these Terms or invalidate or render such provision unenforceable in any other jurisdiction.

No waiver of rights by either party may be implied from any actions or failures to enforce rights under these Terms.

17.2 Assignment

You may not assign or transfer these Terms, or any of your rights or obligations hereunder, in whole or in part, by operation of law or otherwise, without the prior written consent of Backer Hub, and any attempted assignment in violation of the foregoing is null and void.

Backer Hub may freely transfer, assign, or delegate these Terms, in whole or in part, to any third party, or its rights and duties under these Terms, without notice to you, including in connection with a merger, reorganization, acquisition, or other transfer of all or substantially all of Backer Hub's assets or voting securities. Backer Hub may also transfer, pledge, deliver, or grant a security interest in these Terms or its rights hereunder to its lenders or other creditors.

These Terms will be binding on each party's successors and permitted assigns. These Terms do not create any right in favor of any third party.

17.3 Relationship

The relationship between the parties is that of independent contractors. Nothing contained in these Terms will be deemed or construed in any manner whatsoever to create any agency, partnership, employment, fiduciary, any form of joint venture, or other similar relationship between the parties, and neither party has or will have the authority to contract for or bind the other.

17.4 Force Majeure

Backer Hub and its Released Parties will not be liable by reason of any failure or delay in the performance of their obligations under these Terms on account of events beyond their reasonable control, including but not limited to acts of God, natural disasters, pandemics, epidemics, war, terrorism, riots, civil unrest, strikes, labor disputes, shortages, governmental actions, fires, denial-of-service attacks, power outages, internet or telecommunications failures, failures of Third-Party Services (including AI Model providers, cloud infrastructure, or payment processors), or any other force majeure event.

17.5 Amendments

Backer Hub may modify or amend these Terms from time to time. If Backer Hub makes any material changes, as determined by Backer Hub, to these Terms, Backer Hub will notify you. If any of the changes are unacceptable to you, you should cease interacting or using the Site. By continuing to access or use the Service after the posting of any modified Terms, you agree to be bound by such modified Terms.

18. Notices

Backer Hub may provide notices to you via email to the address associated with your Account, by posting on our Site, or through in-app notifications. You are responsible for keeping your email address current. Notices shall be deemed given immediately upon the delivery of electronic mail or upon posting.

For general questions or complaints regarding the Services, you may contact Backer Hub via email at legal@backerhub.ai. If you have a dispute with Backer Hub, wish to provide a notice under these Terms, or become subject to insolvency or other similar legal proceedings, you must promptly send written notice to Backer Hub at:

Backer Hub Attn: Legal 340 W Flagler Street, #1103 Miami, FL 33130

19. Acknowledgement and Acceptance

BY CLICKING "I ACCEPT," "SIGN UP," OR SIMILAR BUTTONS, OR BY ACCESSING OR USING THE SERVICES, YOU ACKNOWLEDGE THAT:

  • You have read, understood, and agree to be bound by these Terms of Service in their entirety.
  • You understand and accept the AI liability disclaimers, limitations of liability, and complete release provisions.
  • You consent to mandatory binding arbitration and waive your rights to Class Action and jury trial.
  • You agree to indemnify and hold Backer Hub and its Released Parties harmless.
  • You have the legal capacity and authority to enter into these binding Terms.
  • You consent to receive electronic communications from us, including emails, in-app notifications, and postings on our Site.
  • You agree that all agreements, notices, disclosures, and other communications provided electronically satisfy any legal requirement that such communications be in writing.

IF YOU DO NOT AGREE TO THESE TERMS, YOU MUST IMMEDIATELY STOP USING THE SERVICES.

These Terms and the policies or terms expressly referenced and incorporated into these Terms constitute the entire agreement and understanding between the parties concerning the subject matter hereof, notwithstanding any different or additional terms that may be contained in (i) the form of purchase order; (ii) service orders; or (iii) other documents used by you to place orders or otherwise effect transactions hereunder, which such terms are hereby rejected and shall not be considered an amendment to these Terms. These Terms supersede all prior or contemporaneous discussions, proposals, and agreements between you and Backer Hub relating to the subject matter hereof, and there are no oral promises, conditions, representations, understandings, interpretations, or terms of any kind between the parties, except as may otherwise be expressly provided herein.

You are electronically signing these Terms by interacting with the Services in any manner, including, but not limited to, clicking "I Accept" or "Sign Up," creating an Account, or otherwise providing electronic consent through any acceptance mechanism, including any future flow changes. Your electronic signature has the same legal force and effect as a handwritten signature.