Terms and Conditions

Effective Date: 03 September 2025

Last Updated: 03 September 2025

Introduction

These Terms and Conditions (“Agreement”) govern the relationship between Technobot LLC, a Minnesota-based IT consulting and CRM solutions provider (“Technobot,” “we,” “our,” or “us”), and you, the Client (“Client,” “you,” or “your”). By accessing Technobotus.com or by engaging Technobot for Services, you agree to be bound by this Agreement.

Technobot provides services including Microsoft Dynamics 365 CRM implementation, CRM integrations, sales and marketing automation, custom application development, industry-specific CRM solutions, and ongoing support. While Technobot serves Clients globally, this Agreement is governed by United States law, specifically the laws of the State of Minnesota.

This Agreement is divided into six core parts and seven appendices, covering all aspects of service delivery, compliance, and legal obligations.

Part I: Definitions, Acceptance, Scope, Responsibilities, Confidentiality, Warranties

1. Definitions

1.1 “Technobot” or “Company.”
For purposes of this Agreement, “Technobot,” “we,” “our,” or “us” shall refer to Technobot LLC, a limited liability company duly incorporated and organized under the laws of the State of Minnesota, United States of America, with its principal place of business located at 8100 Penn Ave S, STE 114, Bloomington, Minnesota, 55431. Technobot includes its officers, directors, employees, subcontractors, affiliates, consultants, successors, and permitted assigns.

1.2 “Website.”
The term “Website” means Technobotus.com, along with any of its subdomains, portals, digital knowledge bases, support forums, training environments, or other online services controlled and operated by Technobot for the purpose of delivering information, products, or Services to Clients and prospective clients.

1.3 “Client” or “You.”
“Client,” “you,” or “your” refers to the individual or legal entity who accesses the Website, procures Services, signs a Statement of Work, or otherwise enters into a business relationship with Technobot. For legal clarity, if you are acting on behalf of an organization, such as a corporation, partnership, or government entity, then that organization is deemed the Client, and you represent that you have authority to bind the organization to these Terms.

1.4 “Services.”
The term “Services” shall encompass the full range of IT consulting and CRM solutions provided by Technobot. This includes, but is not limited to, the implementation of Microsoft Dynamics 365 CRM platforms, CRM integration with third-party systems (ERP, POS, eCommerce, healthcare applications, etc.), sales and marketing automation design and execution, independent software vendor (ISV) solutions and custom application development, industry-specific CRM configurations, user training and adoption programs, data migration and backup, as well as ongoing support and managed services. The scope of Services may evolve as Technobot enhances its offerings, and any modifications will be incorporated into updated versions of this Agreement.

1.5 “Client Data.”
“Client Data” refers to any and all information, records, content, or files uploaded, transmitted, stored, or otherwise made available through Services by the Client, its employees, its customers, or its partners. Client Data includes, without limitation, personal data, customer contact information, sales records, patient data, educational records, financial information, and any other proprietary information that belongs to the Client.

1.6 “Agreement.”
The “Agreement” collectively refers to these Terms and Conditions, the Privacy Policy available on Technobotus.com, any Statement of Work (SOW) executed between the parties, and any supplemental addenda such as Data Processing Agreements (DPAs), Business Associate Agreements (BAAs), or Service Level Agreements (SLAs). This Agreement governs all interactions between Technobot and the Client and supersedes prior inconsistent documents, proposals, or oral understandings.

1.7 “Authorized Users.”
Authorized Users are individuals, such as employees, contractors, or agents of the Client, who have been expressly permitted to access and use Services under the Client’s account in compliance with this Agreement.

1.8 “Confidential Information.”
Confidential Information includes any business, financial, technical, operational, or strategic information disclosed by either party that is not generally available to the public. This definition extends to source code, workflows, pricing, trade secrets, and contractual terms. Whether or not such information is marked “confidential,” if its nature or circumstances of disclosure would reasonably indicate confidentiality, it is protected under this Agreement.

1.9 Interpretation Rules.
Unless the context requires otherwise:

Words in the singular include the plural, and vice versa.
The term “including” shall be interpreted as “including but not limited to.”
Headings and numbering are for convenience only and do not alter the legal meaning of the provisions.

2. Acceptance of Terms

2.1 Binding Agreement.
By visiting Technobotus.com, by accessing materials provided by Technobot, or by engaging Technobot for Services, you acknowledge and agree that you are entering into a legally binding agreement governed by these Terms. These Terms establish the rights, obligations, and responsibilities of both parties and shall remain in effect throughout the duration of the relationship.

2.2 Authority to Bind.
If you are entering into this Agreement on behalf of a company, organization, or other entity, you represent and warrant that you have the authority to bind that entity to this Agreement. If you do not have such authority, you must not access or use the Services.

2.3 Modification of Terms.
Technobot reserves the right to revise, amend, or update these Terms at any time. Any modifications will be posted to the Website with the “Last Updated” date revised accordingly. It is the Client’s responsibility to review the Terms periodically. Continued use of the Website or Services after the posting of revised Terms constitutes acceptance of such modifications.

2.4 Global Application.
While Technobot serves clients internationally, these Terms are governed exclusively by U.S. law, specifically the laws of the State of Minnesota. Clients operating outside the United States expressly acknowledge that this Agreement applies globally, regardless of jurisdiction.

3. Company Information

3.1 Corporate Identity.
Technobot LLC is a United States-based IT consulting and CRM solutions provider, incorporated in the State of Minnesota.

3.2 Headquarters.
The Company’s registered and operational headquarters is located at:
8100 Penn Ave S, STE 114, Bloomington, Minnesota, 55431, USA.

3.3 Contact Information.
Clients and prospective clients may reach Technobot via:

Email: info@technobotus.com
Website: https://www.technobotus.com
Telephone: +1 (507) 384-5566

3.4 Global Operations.
Although headquartered in Bloomington, Minnesota, Technobot operates on a global scale. Our services are delivered through a digital-first, cloud-driven model that allows for remote implementations, cross-timezone consulting, and international compliance accommodations.

3.5 Legal Compliance.
Technobot complies with relevant U.S. federal regulations, State of Minnesota law, and, where applicable, international frameworks such as GDPR for European clients, HIPAA for U.S. healthcare clients, and other regulatory obligations depending on the industry served.

4. Scope of Services

4.1 Microsoft Dynamics 365 CRM Implementation.
Technobot specializes in configuring and deploying Microsoft Dynamics 365 CRM systems tailored to the unique business processes of each Client. Implementation includes requirement gathering, business process mapping, customization of workflows, data migration from legacy systems, and full deployment. Our approach balances industry best practices with the Client’s individual requirements to maximize adoption and ROI.

4.2 CRM Integration Services.
Modern businesses rely on multiple systems—financial ERPs, retail POS systems, eCommerce platforms, healthcare records, and collaboration tools such as Microsoft Teams. Technobot provides integration solutions that unify these tools into a seamless ecosystem. This allows the Client to eliminate silos, enhance data accuracy, and create a single source of truth across departments.

4.3 Sales and Marketing Automation.
Technobot enables Clients to automate lead tracking, pipeline management, and campaign execution through CRM. Features include automated nurturing workflows, AI-driven insights for sales forecasting, and multi-channel communication strategies. These solutions reduce manual workload, improve customer engagement, and accelerate revenue generation.

4.4 ISV and Custom Application Development.
Where off-the-shelf CRM functionality falls short, Technobot designs and develops custom applications or ISV solutions that extend the power of Microsoft Dynamics 365. This may include industry-specific modules (e.g., for real estate or education), advanced reporting dashboards, or unique integrations with Client-specific tools.

4.5 Training and Support Services.
Technobot offers structured training programs tailored to administrators, sales teams, marketing staff, and customer service representatives. Training ensures that organizations maximize adoption and fully leverage CRM features. Support includes tiered help desk services, ongoing troubleshooting, and proactive monitoring.

4.6 Compliance-Oriented Solutions.
For industries with heightened regulatory requirements—healthcare, education, finance—Technobot designs CRM solutions aligned with HIPAA, FERPA, GDPR, and other standards. This ensures that Clients maintain compliance while benefiting from automation and data insights.

5. Client Responsibilities

5.1 Accuracy of Information.
The Client agrees that, at all times during the term of this Agreement, it will provide Technobot with accurate, complete, and up-to-date information required for the delivery of Services. This includes business process documentation, contact details for authorized personnel, technical specifications, and access credentials where necessary. Inaccurate or incomplete information provided by the Client may result in delays, additional costs, or reduced functionality of the Services. Technobot shall not be held liable for issues arising from information supplied incorrectly or incompletely by the Client.

5.2 Maintenance of Licenses.
Where the Client utilizes third-party applications, including Microsoft Dynamics 365 or other integrated platforms, the Client is solely responsible for obtaining and maintaining valid software licenses. Technobot may advise on licensing needs, but the ultimate obligation lies with the Client. Should the Client fail to maintain appropriate licenses, Technobot cannot be held responsible for interruptions, compliance failures, or legal liabilities that may result.

5.3 Internal Governance and User Conduct.
The Client shall establish and enforce internal governance policies to ensure that its employees, contractors, or other authorized users (collectively “Authorized Users”) use the Services in a manner consistent with this Agreement. The Client bears full responsibility for any actions of Authorized Users, including misuse, negligence, or intentional misconduct.

5.4 Compliance with Laws.
The Client is responsible for ensuring that its use of the Services complies with all applicable laws, rules, and regulations relevant to its industry. Examples include:

HIPAA for healthcare organizations handling Protected Health Information (PHI);
FERPA for educational institutions handling student data;
GDPR for Clients located in or serving individuals in the European Union;
PCI DSS for Clients handling payment card data in the retail or eCommerce space.

5.5 Security Responsibilities.
While Technobot implements best-practice security measures, the Client remains responsible for:

Safeguarding its own devices and networks;
Implementing password policies for its Authorized Users;
Notifying Technobot immediately in case of unauthorized access or suspected breaches originating on the Client’s side.

6. Acceptable Use Policy

6.1 Purpose.
The Acceptable Use Policy sets forth the boundaries of how Services may and may not be used. Its purpose is to protect the security, integrity, and reputation of Technobot, the Client, and all other stakeholders who rely on the Services.

6.2 Prohibited Conduct.
The Client agrees that it and its Authorized Users will not:

Introduce malware, ransomware, viruses, or any malicious code into Services;
Attempt to reverse engineer, decompile, or otherwise tamper with software components delivered by Technobot;
Use Services to conduct illegal activities, including fraud, identity theft, or unauthorized marketing;
Distribute content that is unlawful, defamatory, obscene, discriminatory, harassing, or that violates the intellectual property rights of others;
Overload, disrupt, or attempt to interfere with the normal functioning of Technobot’s systems or third-party integrations.

6.3 Email and Marketing Restrictions.
If Services are used to conduct sales or marketing campaigns, the Client must comply with all relevant anti-spam laws and regulations, including the CAN-SPAM Act in the United States and equivalent international laws. Mass marketing communications must be opt-in, and opt-out mechanisms must be respected.

6.4 Monitoring and Enforcement.
Technobot reserves the right, though not the obligation, to monitor Client use of Services to ensure compliance with this Acceptable Use Policy. Where violations are identified, Technobot may take corrective action, including suspending or terminating access, reporting the activity to authorities, or pursuing legal remedies.

6.5 Consequences of Violation.
Violations of this Acceptable Use Policy are considered material breaches of this Agreement. Technobot may suspend Services immediately without liability if misuse is detected, pending resolution of the matter.

7. Intellectual Property Rights

7.1 Ownership of Deliverables.
Unless otherwise specified in a Statement of Work, all software, code, designs, reports, training materials, documentation, workflows, and methodologies created by Technobot in connection with Services shall remain the sole intellectual property of Technobot. The Client is granted only the limited license specified herein to use such deliverables.

7.2 Client Data Ownership.
All Client Data remains the exclusive property of the Client. Technobot shall not claim ownership or usage rights over Client Data, except for purposes of providing Services or as required by law.

7.3 Third-Party Intellectual Property.
Microsoft Dynamics 365 CRM and other third-party products integrated with Services remain the intellectual property of their respective owners. Technobot makes no claim of ownership over these products. Clients are required to comply with all third-party licensing terms.

7.4 License Granted to Client.
Subject to payment of all applicable fees, Technobot grants the Client a limited, non-exclusive, non-transferable license to use deliverables for its internal business purposes only. This license does not permit resale, redistribution, sublicensing, or other commercial exploitation.

7.5 Feedback and Suggestions.
If the Client provides feedback, recommendations, or suggestions to Technobot regarding improvements or enhancements to Services, Technobot may freely use such input without obligation or compensation. The Client waives any claim of ownership over such feedback.

7.6 Intellectual Property Infringement.
Technobot respects the intellectual property rights of others and expects Clients to do the same. If a third-party claim of infringement arises, Technobot shall respond as outlined in the Indemnification section (Part II).

8. Payment Terms

8.1 General Billing Practices.
All Services are provided subject to the fees outlined in the applicable Statement of Work, proposal, or agreement. Fees may include one-time setup charges, milestone-based payments, recurring subscription fees, or hourly consulting rates depending on the nature of the engagement.

8.2 Invoices and Payment Deadlines.
Invoices shall be issued according to the schedule set forth in the contract (e.g., upon project initiation, monthly in arrears, or upon completion of defined milestones). Unless otherwise stated, invoices are payable within thirty (30) calendar days of issue.

8.3 Late Payments.
Failure to pay invoices on time may result in:

Suspension of Services until payment is received;
Interest charges of 1.5% per month or the maximum allowed by law;
Recovery of collection costs, including reasonable attorney’s fees.

8.4 Taxes.
All fees are exclusive of applicable taxes (sales tax, VAT, GST, etc.). The Client is responsible for payment of all such taxes, except for taxes based on Technobot’s income.

8.5 Refunds.
Consulting and implementation fees are non-refundable once Services have been delivered. Subscription-based services may be refundable on a pro-rata basis if expressly provided in the Client’s agreement.

8.6 Disputed Invoices.
If the Client disputes an invoice, it must notify Technobot in writing within ten (10) business days of receipt, specifying the grounds for dispute. Undisputed amounts must still be paid by the due date.

9. Confidentiality and Data Security

9.1 Obligation of Confidentiality.
Each party acknowledges that, in the course of business, it may receive Confidential Information from the other party. Both parties agree to maintain such information in strict confidence, using the same degree of care as they would for their own confidential information, but no less than a reasonable degree of care.

9.2 Permitted Disclosures.
Confidential Information may be disclosed only to employees, contractors, or advisors who require access for legitimate business purposes and who are bound by confidentiality obligations at least as restrictive as this Agreement.

9.3 Exclusions.
Confidential Information does not include information that is or becomes public through no fault of the receiving party, was independently developed, or was lawfully obtained from another source.

9.4 Data Protection Standards.
Technobot employs robust technical and organizational security measures, including encryption of data in transit and at rest, firewalls, intrusion detection, role-based access controls, and routine penetration testing.

9.5 HIPAA and GDPR.
Where applicable, Technobot supports HIPAA compliance for U.S. healthcare Clients and GDPR compliance for European Clients. Additional contractual protections, such as BAAs or DPAs, will be executed where required by law.

9.6 Breach Notification.
In the event of a data breach affecting Client Data, Technobot shall notify the Client promptly and within the legally mandated timelines. Notifications will include the nature of the breach, data affected, corrective actions taken, and mitigation steps for the future.

9.7 Survival.
Confidentiality obligations shall survive termination of the Agreement for five (5) years, except for trade secrets which remain protected indefinitely.

10. Warranties and Disclaimers

10.1 As-Is Basis.
All Services are provided “as is” and “as available.” While Technobot endeavors to provide high-quality, professional consulting and CRM solutions, it does not warrant that Services will be free of errors, uninterrupted, or immune from external disruptions such as internet outages or third-party failures.

10.2 No Implied Warranties.
Technobot disclaims all implied warranties, including merchantability, fitness for a particular purpose, and non-infringement.

10.3 Third-Party Products.
Technobot makes no warranties for third-party products, such as Microsoft Dynamics 365, ERP systems, or eCommerce integrations. These are governed by their respective vendor agreements.

10.4 Business Results Disclaimer.
While Technobot strives to optimize CRM implementation and business automation, it makes no guarantees that Services will result in specific financial gains, cost reductions, or performance outcomes. Actual results depend on Client execution, industry conditions, and other external factors beyond Technobot’s control.

10.5 Limitation of Warranty Remedies.
The Client’s exclusive remedy for any breach of warranty shall be, at Technobot’s discretion, re-performance of the defective Service or refund of fees paid for that Service.

Part II: Liability and Risk Allocation

11. Limitation of Liability

11.1 General Principle of Limited Liability.
Technobot’s Services are designed to support and enhance the Client’s business operations, but they are not infallible. As with any complex IT system, there is always a risk of errors, interruptions, or integration challenges. In recognition of these realities, the Client expressly agrees that Technobot’s total liability under this Agreement, whether in contract, tort (including negligence), warranty, or any other legal theory, shall in no event exceed the total amount of fees actually paid by the Client to Technobot for the Services giving rise to the claim during the twelve (12) months immediately preceding the event that triggered the liability. This cap ensures that Technobot’s financial exposure remains proportionate to the value of the contract and reflects the allocation of risk agreed between the parties.

11.2 Exclusion of Certain Types of Damages.
Technobot shall not be liable for certain categories of damages that are inherently speculative, indirect, or beyond its reasonable control. These include:

Consequential damages, such as the Client’s loss of anticipated profits, savings, or business opportunities;
Incidental damages, such as additional costs incurred because of a temporary service outage;
Reputational damages, including loss of goodwill, brand impact, or customer dissatisfaction;
Loss of or corruption of data, where such loss results from third-party systems, Client negligence, or events outside Technobot’s direct control;
Business interruption damages, including lost revenue during periods of downtime or reduced system availability.

11.3 Carve-Outs from Limitations.
Certain types of liability cannot be disclaimed under applicable law and, therefore, are expressly excluded from the above limitations. Neither party limits its liability for:

Death or personal injury caused by its negligence;
Fraud or fraudulent misrepresentation;
Breach of confidentiality obligations;
Misappropriation or willful misuse of Client Data by Technobot.

11.4 Force Majeure Exemption.
Technobot shall not be held responsible for performance failures caused by events beyond its reasonable control, commonly referred to as “Force Majeure.” Examples include natural disasters, acts of government, widespread internet outages, cyberattacks targeting global infrastructure, labor strikes, or pandemics. During such events, performance obligations shall be suspended, and Technobot’s liability shall be excused.

11.5 Rationale and Risk Allocation.
The Client acknowledges that Technobot’s pricing structure and willingness to provide Services are based on the allocation of risks established in this Agreement. Without these limitations, the fees charged by Technobot would necessarily be significantly higher. These limitations, therefore, reflect a fair commercial balance between the risks and benefits of engaging Technobot.

12. Indemnification

12.1 Client’s Indemnification Obligations.
The Client agrees to defend, indemnify, and hold harmless Technobot, its officers, employees, subcontractors, affiliates, and consultants against any claims, damages, liabilities, costs, and expenses (including reasonable attorneys’ fees) that arise out of or relate to:

The Client’s misuse of the Services;
Breach of this Agreement or violation of applicable laws by the Client or its Authorized Users;
Unauthorized disclosure, misuse, or transmission of Client Data;
Third-party claims alleging that Client Data, content, or business processes configured within the CRM system infringe intellectual property rights, privacy rights, or contractual obligations of others.

This means that if a lawsuit arises because of the Client’s conduct, Technobot will be shielded from liability, and the Client will bear the costs of defense and settlement.

12.2 Technobot’s Indemnification Obligations.
Technobot, in turn, agrees to indemnify the Client against claims brought by third parties alleging that a deliverable created solely by Technobot (e.g., a custom software module or ISV application) infringes a U.S. patent, copyright, or trade secret. This indemnity is subject to important conditions:

The Client must promptly notify Technobot of the claim in writing;
Technobot must have sole control over the defense and settlement of the claim;
The Client must provide reasonable cooperation and assistance at Technobot’s expense.

12.3 Limitations on Technobot’s Indemnification.
Technobot shall not be required to indemnify the Client where the alleged infringement arises from:

Client modifications to deliverables that were not approved by Technobot;
Use of deliverables in combination with non-Technobot products or services not authorized in writing;
Specifications, instructions, or data provided by the Client that directly contributed to the infringement claim.

12.4 Remedies for Infringement Claims.
If any deliverable becomes, or in Technobot’s reasonable opinion is likely to become, the subject of an infringement claim, Technobot may, at its discretion:

Modify the deliverable so that it no longer infringes while maintaining substantially equivalent functionality;
Replace the deliverable with a functionally equivalent, non-infringing product;
Obtain a license that permits the Client to continue using the deliverable without interruption; or
If none of the above options are commercially reasonable, terminate the affected portion of the Services and refund the Client any prepaid fees for the unused portion.

This ensures the Client retains business continuity while balancing the practical limitations of intellectual property law.

13. Insurance Requirements

13.1 Technobot’s Insurance Coverage.
To provide Clients with confidence in Technobot’s financial responsibility, Technobot maintains commercially reasonable levels of insurance coverage, which may include:

Commercial General Liability Insurance, covering bodily injury, property damage, and related claims;
Professional Liability Insurance (Errors and Omissions), covering damages arising from professional negligence in providing Services;
Cybersecurity and Data Breach Liability Insurance, covering costs associated with data breaches, cyberattacks, and regulatory penalties;
Workers’ Compensation Insurance, in accordance with Minnesota law and applicable federal requirements.

13.2 Client’s Insurance Obligations.
Depending on the Client’s industry, size, and use of Services, Technobot may recommend or require that the Client maintain certain insurance coverages. For example:

Cyber liability insurance if the Client processes sensitive personal data;
Professional indemnity insurance for regulated industries such as law or accounting;
Property and casualty insurance for on-premises deployments.

13.3 Proof of Insurance.
Upon written request, either party shall provide the other with certificates of insurance evidencing the coverage required under this Agreement.

13.4 Relationship to Liability Limitations.
The existence of insurance coverage does not increase or alter the limitations of liability set forth in Section 11. Insurance is a financial safeguard but does not expand contractual obligations.

14. Third-Party Software Disclaimer

14.1 Dependence on Third-Party Software.
Technobot’s Services often involve the integration of Microsoft Dynamics 365 CRM and other third-party systems. While Technobot provides consulting and integration expertise, it does not own, control, or guarantee the performance of such third-party software.

14.2 No Warranties for Third-Party Products.
Technobot expressly disclaims any warranties or representations regarding the quality, reliability, uptime, or functionality of third-party software. The Client acknowledges that any issues with third-party products are governed exclusively by the vendor’s terms of service.

14.3 Licensing Responsibility.
The Client is solely responsible for obtaining, maintaining, and renewing valid licenses for all third-party software used in connection with Technobot’s Services. Failure to do so may result in disruptions or compliance violations for which Technobot shall bear no liability.

14.4 Integration Limitations.
While Technobot will use commercially reasonable efforts to ensure seamless integration, it cannot guarantee compatibility between all third-party platforms, particularly where vendors modify their APIs, pricing, or licensing models without notice.

14.5 Support Boundaries.
Technobot’s obligations regarding third-party software are limited to integration assistance as defined in the Statement of Work. Ongoing maintenance, upgrades, or troubleshooting of third-party software beyond integration are the responsibility of the respective vendor, not Technobot.

Part III: Service Delivery

15. Service Availability and Service Level Agreements (SLAs)

15.1 Commitment to Service Availability.
Technobot recognizes that its Clients rely on CRM platforms and IT systems to carry out mission-critical business functions such as sales management, marketing automation, customer engagement, and compliance tracking. Accordingly, Technobot commits to use commercially reasonable efforts to ensure that Services, whether hosted directly by Technobot or through third-party cloud providers such as Microsoft Dynamics 365, remain available and operational in accordance with industry standards.

15.2 Definition of Availability.
“Availability” means that the Services are accessible by the Client and capable of performing their intended functions, excluding downtime caused by:

Planned maintenance windows announced in advance;
Emergency maintenance required to address security vulnerabilities;
Force Majeure events;
Failures attributable to the Client’s own systems, networks, or configurations;
Failures of the broader internet outside the reasonable control of Technobot.

15.3 Uptime Standards.
For Services hosted directly by Technobot, the Company shall endeavor to maintain uptime of not less than 99.9% measured on a monthly basis. For Services hosted by Microsoft Dynamics 365 or other cloud vendors, the uptime commitments published by the respective vendor shall apply, and Technobot shall not be held liable for downtime attributable to those vendors.

15.4 Measurement and Reporting.
Technobot may employ automated monitoring tools and reporting mechanisms to measure uptime. Clients may request uptime reports on a quarterly basis for transparency.

15.5 Service Credits.
If uptime falls below the guaranteed level, the Client may be entitled to service credits as defined in the SLA. Credits shall be calculated as a percentage of the monthly service fees for the affected Service, capped at twenty percent (20%) of monthly fees. Service credits represent the Client’s sole and exclusive remedy for failures to meet uptime commitments.

15.6 Escalation Procedures.
In the event of a major outage or sustained disruption, Technobot will follow defined escalation protocols:

Level 1: Notification within two (2) business hours;
Level 2: Assignment of senior engineers within four (4) business hours;
Level 3: Continuous updates to the Client every six (6) hours until resolution.

16. Training and Adoption Obligations

16.1 Purpose of Training.
The effectiveness of CRM solutions depends heavily on user adoption. Even the most advanced systems can fail to deliver value if employees are not adequately trained. Technobot, therefore, provides structured training programs designed to ensure that administrators, sales representatives, marketing teams, and customer service personnel can fully leverage the CRM platform.

16.2 Scope of Training Services.
Training may include, but is not limited to:

Administrator Training: Configuration, user management, security roles, and reporting.
End-User Training: Daily workflows, sales pipeline tracking, campaign management, and customer service modules.
Specialized Training: Industry-specific workflows (e.g., healthcare patient engagement, restaurant reservations, or retail loyalty programs).
Technical Training: For IT teams responsible for ongoing management of the system, including integration and custom development support.

16.3 Delivery Methods.
Technobot may deliver training through in-person workshops, live remote sessions, recorded video modules, documentation, or blended approaches depending on Client needs.

16.4 Client’s Responsibilities Regarding Training.
The Client must ensure that employees attend scheduled training sessions and that internal policies are aligned with the practices recommended by Technobot. If Client staff are unavailable or training sessions are missed, rescheduling may incur additional charges.

16.5 Adoption Support Programs.
Beyond formal training, Technobot may provide adoption support such as change management workshops, user feedback surveys, and refresher sessions. Adoption support is not merely technical—it also addresses cultural and organizational challenges associated with CRM adoption.

17. Support Services

17.1 Scope of Support.
Technobot provides technical support to Clients based on the service tier purchased. Support may include troubleshooting configuration issues, resolving integration errors, assisting with upgrades, and escalating bugs to Microsoft or other vendors where appropriate.

17.2 Support Channels.
Support is available through multiple channels, including:

Online ticketing system;
Email support;
Telephone hotlines during business hours;
Dedicated account managers for premium clients.

17.3 Support Tiers.
Technobot organizes support into multiple tiers:

Tier 1 (Help Desk): Basic login, access, and usage issues.
Tier 2 (Technical Troubleshooting): Resolution of CRM configurations, integration errors, and workflow failures.
Tier 3 (Advanced Engineering): Complex code-level issues, data recovery, or escalations requiring Microsoft or third-party intervention.

17.4 Response and Resolution Times.

Critical issues (system outage, data loss): Initial response within two (2) business hours, resolution targeted within twelve (12) business hours.
High-priority issues (major functionality impairment): Initial response within four (4) business hours, resolution targeted within one (1) business day.
Medium-priority issues (partial functionality issues): Initial response within one (1) business day, resolution targeted within three (3) business days.
Low-priority issues (minor inconveniences, enhancement requests): Initial response within three (3) business days, resolution time varies.

17.5 Exclusions from Standard Support.
Support does not cover:

Training or retraining beyond initial sessions;
Development of new features or enhancements not included in the SOW;
Errors arising from Client’s unauthorized modifications or unsupported integrations.

17.6 Premium Support Packages.
Clients may opt for premium support packages that include 24/7 availability, guaranteed shorter response times, and dedicated support engineers.

18. Data Migration and Backups

18.1 Purpose of Data Migration.
Migration of data from legacy systems into a new CRM platform is often a complex and risky process. Technobot provides data migration services designed to ensure accuracy, completeness, and security while minimizing disruption to the Client’s business.

18.2 Scope of Data Migration Services.
Migration typically involves:

Data extraction from legacy systems;
Data cleansing to remove duplicates, errors, or inconsistencies;
Data mapping to ensure compatibility with new CRM structures;
Data loading into the new CRM system;
Validation to confirm accuracy and completeness.

18.3 Client Responsibilities.
The Client must provide timely access to legacy systems, relevant documentation, and subject matter experts who can validate the accuracy of migrated data.

18.4 Backups.
Unless otherwise agreed in writing, the Client remains responsible for backing up its data. Technobot may provide backup solutions as part of a managed services agreement, but this must be specified in the contract.

18.5 No Absolute Guarantee.
While Technobot uses best practices and commercial-grade tools, no migration process is entirely risk-free. The Client acknowledges that Technobot cannot guarantee that all data will migrate without errors, particularly where legacy systems are incomplete, corrupted, or incompatible.

19. Updates, Patches, and Upgrades

19.1 Microsoft Dynamics 365 Updates.
As a Microsoft cloud product, Dynamics 365 CRM is subject to regular updates and patches. Technobot does not control the timing or content of these updates but will provide assistance in planning, testing, and deploying them where included in the Client’s support package.

19.2 Custom Development Updates.
For ISV solutions and custom applications developed by Technobot, updates and patches may be provided to fix bugs or enhance functionality. Enhancements beyond bug fixes may require additional fees.

19.3 Client Responsibilities Regarding Updates.
The Client is responsible for testing mission-critical processes after major updates to ensure compatibility with its business workflows. The Client must not disable or postpone security patches that address known vulnerabilities.

19.4 Compatibility Limitations.
Technobot cannot be held responsible for compatibility issues arising from third-party vendors’ unilateral updates to their software, APIs, or licensing models.

20. Subcontracting and Affiliates

20.1 Right to Subcontract.
Technobot may subcontract certain portions of Service delivery to affiliates or third-party consultants, particularly for specialized tasks such as advanced development, industry-specific compliance, or regional support.

20.2 Responsibility for Subcontractors.
Technobot remains fully responsible for the actions and omissions of its subcontractors in relation to Service delivery. Subcontractors shall not diminish Technobot’s obligations under this Agreement.

20.3 Confidentiality and Security Obligations.
All subcontractors engaged by Technobot are required to sign agreements imposing confidentiality and data protection obligations at least as stringent as those imposed on Technobot under this Agreement.

20.4 Notification to Client.
Upon request, Technobot will provide the Client with a list of material subcontractors involved in providing Services.

20.5 Offshore and Cross-Border Subcontracting.
Where subcontractors are located outside the United States, Technobot shall ensure compliance with applicable cross-border data transfer laws, including GDPR Standard Contractual Clauses for EU Clients.

20.6 Affiliates.
Technobot may deliver Services through its corporate affiliates without requiring Client approval, provided that Technobot remains contractually responsible for performance.

21. Electronic Messaging and Notifications

21.1 Types of Messages.
As part of the Services, Technobot may send Clients and their Authorized Users electronic communications, including but not limited to appointment reminders, order alerts, account status notifications, security alerts, and service announcements.

21.2 Message Frequency.
Messaging frequency may vary depending on system activity, configuration, and the Client’s selected Service options.

21.3 Carrier Charges.
Message and data rates may apply, depending on the recipient’s wireless carrier plan. Technobot is not responsible for carrier-imposed costs.

21.4 Consent and Enrollment.
Recipients will only receive non-essential electronic messages if they have provided valid consent. Consent may be obtained through one or more of the following methods:

The recipient messages Technobot first (express initiation of communication);
Verbal consent is provided in a recorded or documented conversation;
Consent is provided via email correspondence;
The recipient completes a website form;
The recipient completes a paper or electronic enrollment form;
Consent is captured through a third-party platform integrated with Technobot’s Services.

21.5 Opt-Out Rights.
Recipients may opt out of non-essential SMS communications at any time by replying with the keyword STOP. Upon receipt, Technobot will cease sending further text messages to that number, except where critical alerts are legally or operationally required.

21.6 Support via Messaging.
For assistance, recipients may reply with the keyword HELP or visit https://technobotus.com.

21.7 Privacy and Terms.
All messaging-related data is processed in accordance with Technobot’s Privacy Policy, available at https://technobotus.com/privacy-policy/. Additional terms governing the use of Services are available at https://technobotus.com/terms-and-conditions/.

Part IV: Compliance and Legal

22. Confidentiality and Non-Disclosure

22.1 Definition of Confidential Information.
For the purposes of this Agreement, “Confidential Information” means all non-public, proprietary, or sensitive information disclosed by one party (the “Disclosing Party”) to the other (the “Receiving Party”) in connection with Services. Confidential Information may be disclosed orally, visually, in writing, electronically, or through demonstrations, and includes but is not limited to business strategies, pricing models, intellectual property, source code, databases, trade secrets, financial records, customer or patient information, student data, and any other materials marked or reasonably understood to be confidential.

22.2 Exclusions from Confidential Information.
Confidential Information does not include information that:

Was already lawfully known to the Receiving Party without restriction at the time of disclosure;
Becomes publicly available without fault of the Receiving Party;
Is rightfully obtained from a third party who is not under an obligation of confidentiality;
Is independently developed by the Receiving Party without reliance on the Disclosing Party’s Confidential Information.

22.3 Obligations of Confidentiality.
The Receiving Party agrees to maintain strict confidentiality of all Confidential Information and not to disclose it to third parties except as expressly permitted under this Agreement. Disclosure is permitted only to employees, agents, consultants, or subcontractors who:
(a) have a legitimate business need to know; and
(b) are bound by confidentiality obligations no less protective than those in this Agreement.

22.4 Compelled Disclosure.
If the Receiving Party is legally compelled (by subpoena, court order, regulatory inquiry, or law) to disclose Confidential Information, it shall:

Promptly notify the Disclosing Party (unless prohibited by law);
Cooperate with the Disclosing Party to seek protective measures;
Disclose only the minimum Confidential Information required by law.

22.5 Duration of Confidentiality Obligations.
The obligations under this Section shall survive termination of the Agreement for a period of five (5) years. Trade secrets shall remain confidential indefinitely, or for as long as they remain trade secrets under applicable law.

23. HIPAA Addendum (Healthcare Clients)

23.1 HIPAA Compliance Statement.
Where Services involve the processing of Protected Health Information (PHI) subject to the Health Insurance Portability and Accountability Act of 1996 (“HIPAA”), Technobot acknowledges its role as a “Business Associate” to the Client, who is considered the “Covered Entity” or “Business Associate” as applicable.

23.2 Business Associate Agreement (BAA).
Technobot will execute a Business Associate Agreement (BAA) with any healthcare Client that requires PHI handling. The BAA will govern Technobot’s obligations concerning privacy, security, permitted uses, and disclosures of PHI.

23.3 Safeguards.
Technobot shall implement physical, administrative, and technical safeguards to protect PHI from unauthorized use, access, or disclosure. This includes encryption, access controls, audit logs, and staff training.

23.4 Breach Notification.
In the event of an unauthorized access, use, or disclosure of PHI, Technobot will notify the Client without unreasonable delay and within HIPAA’s legally mandated timeframes.

23.5 Limitations of Responsibility.
While Technobot provides HIPAA-compliant configurations, ultimate responsibility for compliance lies with the Client, including obtaining patient consent, configuring workflows properly, and ensuring that internal users follow HIPAA rules.

24. GDPR Data Processing Addendum (European Clients)

24.1 GDPR Compliance Statement.
For Clients located in the European Economic Area (EEA), the United Kingdom, or Switzerland, Technobot acknowledges its role as a “Data Processor” under the General Data Protection Regulation (GDPR). The Client acts as the “Data Controller.”

24.2 Processing of Personal Data.
Technobot shall process Personal Data only in accordance with documented instructions from the Client and solely for the purposes of providing Services.

24.3 Data Security Measures.
Technobot shall implement appropriate technical and organizational measures under GDPR Article 32, including pseudonymization, encryption, access controls, and regular testing of security systems.

24.4 Sub-processors.
Technobot may engage sub-processors but will notify the Client and ensure that such sub-processors are contractually bound by equivalent data protection obligations.

24.5 Cross-Border Transfers.
Where Personal Data is transferred outside the EEA, Technobot shall ensure compliance with GDPR Chapter V, including the use of Standard Contractual Clauses (SCCs) approved by the European Commission or other recognized transfer mechanisms.

24.6 Data Subject Rights.
Technobot shall assist Clients in fulfilling their GDPR obligations, including responding to data subject requests for access, rectification, erasure, restriction, portability, and objection.

24.7 Breach Notification.
Technobot shall notify the Client without undue delay of any Personal Data breach, providing all information necessary for the Client to comply with GDPR Articles 33 and 34.

25. CCPA Compliance (California Clients)

25.1 Role of the Parties.
For Clients subject to the California Consumer Privacy Act (CCPA), as amended by the California Privacy Rights Act (CPRA), the Client is deemed the “Business” and Technobot acts as the “Service Provider.”

25.2 Service Provider Obligations.
Technobot agrees not to:

Sell or share California consumers’ personal information;
Use personal information for any purpose other than providing Services;
Retain or disclose personal information outside the scope of the Client’s instructions.

25.3 Consumer Rights.
Technobot will reasonably assist the Client in responding to consumer rights requests under the CCPA, including requests to know, delete, or opt out of the sale of personal information.

26. FERPA Compliance (Education Clients)

26.1 FERPA Compliance Statement.
For Clients in the education sector, Technobot supports compliance with the Family Educational Rights and Privacy Act (FERPA).

26.2 Role of Technobot.
Technobot may act as a “School Official” with legitimate educational interests when processing student records through CRM systems.

26.3 Client Responsibilities.
The Client must:

Obtain parental or eligible student consent where required;
Configure CRM access controls to restrict unauthorized disclosures;
Ensure that its educational institution policies remain compliant with FERPA obligations.

27. Industry-Specific Terms

27.1 Restaurants and Hospitality.
CRM solutions may be configured to support reservations, loyalty programs, or order tracking. Clients in this sector must ensure compliance with consumer protection laws and PCI DSS standards for payment processing.

27.2 Retail and eCommerce.
Clients using CRM for eCommerce, loyalty, or marketing automation must comply with advertising laws, the CAN-SPAM Act, GDPR ePrivacy rules (if applicable), and truth-in-advertising requirements.

27.3 Healthcare and Wellness.
Healthcare Clients must ensure that PHI workflows are fully HIPAA-compliant and that staff are trained accordingly.

27.4 Education and Training.
Educational institutions using CRM for student lifecycle management must align their use with FERPA and any state-specific educational privacy laws.

27.5 Finance and Professional Services.
Clients must comply with applicable financial regulations, such as SEC, FINRA, or equivalent regulatory bodies, when using CRM for client data management.

28. Export Control and Sanctions Compliance

28.1 Export Law Compliance.
The Client agrees not to export, re-export, or use Services in violation of U.S. export control laws, trade sanctions, or regulations administered by the U.S. Department of Commerce, U.S. Department of State, or the U.S. Treasury’s Office of Foreign Assets Control (OFAC).

28.2 Restricted Entities.
Services may not be provided to or used by individuals or entities in countries subject to U.S. embargoes, including but not limited to Cuba, Iran, North Korea, Syria, and regions of Ukraine subject to sanctions.

28.3 Client’s Responsibility.
The Client shall ensure that neither it nor its Authorized Users are listed on U.S. government restricted party lists.

29. Anti-Corruption and Anti-Bribery

29.1 Compliance Commitment.
Both parties commit to compliance with all applicable anti-corruption and anti-bribery laws, including the U.S. Foreign Corrupt Practices Act (FCPA) and the UK Bribery Act.

29.2 Prohibited Conduct.
Neither party shall, directly or indirectly, offer, give, solicit, or accept bribes, kickbacks, or improper payments in connection with this Agreement.

29.3 Notification Obligation.
Each party shall promptly notify the other if it becomes aware of any breach or suspected breach of this anti-corruption provision.

30. Governing Law and Jurisdiction

30.1 Governing Law.
This Agreement shall be governed by and construed under the laws of the United States and, specifically, the laws of the State of Minnesota, without giving effect to conflict of laws principles.

30.2 Jurisdiction.
The parties irrevocably agree to submit to the exclusive jurisdiction of the state and federal courts located in Hennepin County, Minnesota, for resolution of any disputes arising out of or in connection with this Agreement.

30.3 Waiver of Objections.
Clients located outside the United States acknowledge that U.S. jurisdiction applies and waive any objections to jurisdiction, venue, or forum non conveniens.

31. Dispute Resolution

31.1 Good Faith Negotiation.
The parties agree to first attempt to resolve disputes informally through good faith discussions between senior management representatives.

31.2 Mediation.
If the dispute cannot be resolved within thirty (30) days, the parties may submit the dispute to non-binding mediation conducted in Minneapolis, Minnesota, with costs shared equally.

31.3 Arbitration.
If mediation fails, disputes shall be resolved by binding arbitration administered by the American Arbitration Association (AAA) under its Commercial Arbitration Rules. The arbitration shall be held in Minneapolis, Minnesota, in the English language, and the decision of the arbitrator(s) shall be final and binding.

31.4 Injunctive Relief.
Nothing in this Section prevents either party from seeking injunctive or equitable relief in court for breaches involving intellectual property rights or confidentiality obligations.

31.5 Costs.
Unless otherwise ordered by the arbitrator or court, each party shall bear its own costs and legal fees in connection with dispute resolution.

Part V: Termination and Suspension

32. Termination for Cause

32.1 Right to Terminate for Breach.
Either party may terminate this Agreement if the other party commits a material breach of its obligations and fails to cure such breach within thirty (30) days of receiving written notice. A “material breach” means a serious violation that undermines the essence of the Agreement. For example, repeated failure to pay fees, deliberate misuse of Confidential Information, or unauthorized redistribution of intellectual property would constitute a material breach.

32.2 Breach by Client.
Technobot may terminate the Agreement immediately, without further obligation, if the Client:

Fails to pay undisputed invoices within thirty (30) days after written demand;
Uses Services in violation of applicable laws such as HIPAA, GDPR, FERPA, CCPA, or PCI DSS;
Deliberately circumvents license restrictions, such as granting unauthorized third-party access;
Uses Services for fraudulent, unlawful, or unethical purposes;
Breaches its confidentiality obligations or engages in conduct that materially damages Technobot’s reputation or security.

32.3 Breach by Technobot.
The Client may terminate the Agreement if Technobot fails to perform its core obligations (for example, failure to deliver contracted services or persistent violation of agreed SLAs), and such failure remains uncured within thirty (30) days of written notice.

32.4 Insolvency.
Either party may terminate immediately if the other party becomes insolvent, enters into bankruptcy proceedings, makes a general assignment for the benefit of creditors, or ceases substantial business operations.

32.5 No Waiver of Other Rights.
Termination for cause does not limit the right of the non-breaching party to pursue other legal remedies, including damages or injunctive relief.

33. Termination for Convenience

33.1 Termination by Client.
The Client may terminate this Agreement for any reason, or no reason at all, provided it gives not less than sixty (60) days’ prior written notice to Technobot. This flexibility recognizes that business strategies evolve and that Clients may need to reallocate resources or change vendors.

33.2 Termination by Technobot.
Technobot may likewise terminate the Agreement for convenience by giving ninety (90) days’ prior written notice to the Client. This allows Technobot to disengage responsibly from relationships that may no longer align with its strategic or operational capacity while providing the Client sufficient time to transition.

33.3 Financial Consequences.
Where termination occurs for convenience:

The Client shall pay all fees accrued up to the termination date;
If projects are mid-implementation, the Client shall pay for all work completed and reasonable costs incurred for resources allocated;
Prepaid amounts may be refunded on a pro-rata basis only if expressly agreed in writing.

33.4 No Penalty.
Termination for convenience is not considered a breach, and no party owes penalties beyond the financial obligations described herein.

34. Effects of Termination

34.1 Cessation of Rights.
Upon termination of the Agreement, all rights and licenses granted to the Client shall immediately cease. The Client must stop using deliverables, confidential materials, and proprietary methodologies belonging to Technobot.

34.2 Outstanding Payments.
All outstanding amounts owed to Technobot shall become immediately due and payable. Technobot reserves the right to withhold return of Client Data until all undisputed amounts are settled.

34.3 Return or Deletion of Data.
At the Client’s written request, Technobot shall, within thirty (30) days after termination, provide the Client with a copy of its data in a mutually agreed format (such as CSV, SQL, or JSON), provided that all outstanding payments are cleared. After this period, Technobot may permanently delete or anonymize Client Data, except where retention is required by law or agreed otherwise in a Data Processing Agreement.

34.4 Transition Assistance.
Where feasible, Technobot may provide transition assistance to help the Client migrate to a new provider or internal system. Transition assistance shall be billed at Technobot’s standard consulting rates unless otherwise negotiated.

34.5 Survival of Provisions.
The following sections survive termination: Confidentiality (21), Intellectual Property Rights (7), Limitation of Liability (11), Indemnification (12), Governing Law and Jurisdiction (29), and Dispute Resolution (30). These obligations are designed to endure beyond the life of the Agreement because they involve fundamental rights and responsibilities.

34.6 Effect on Subscriptions.
For subscription-based services, termination will take effect at the end of the current billing cycle unless otherwise agreed. The Client acknowledges that subscription fees are non-refundable unless otherwise stated.

34. Suspension Rights

35.1 Suspension for Non-Payment.
Technobot may suspend access to Services if the Client fails to pay undisputed invoices within fifteen (15) days after written notice. Suspension is a protective measure that allows Services to resume quickly upon payment, without resorting to full termination.

35.2 Suspension for Security Concerns.
Technobot may suspend Services immediately, without prior notice, if it reasonably believes that continued access:

Poses a security threat to Technobot’s systems, other Clients, or third parties;
Risks data integrity or confidentiality;
Could expose Technobot or the Client to regulatory penalties;
Is being used to commit or facilitate unlawful activity.

35.3 Suspension for Breach of Acceptable Use.
If the Client violates the Acceptable Use Policy (Section 6), Technobot may suspend access while investigating. Depending on the outcome, Services may be reinstated, or the Agreement may be terminated.

35.4 Notification of Suspension.
Technobot shall notify the Client as soon as practicable after imposing a suspension, explaining the basis for the action and, where applicable, outlining steps the Client must take to resolve the issue.

35.5 Restoration of Services.
Technobot will promptly restore Services once the underlying issue (such as payment, security, or compliance violation) is resolved to Technobot’s satisfaction. 35.6 No Liability for Suspension.
Technobot shall not be liable for losses, damages, or inconvenience resulting from suspension of Services made in good faith and in compliance with this Agreement. Suspension is considered a reasonable measure to protect both parties from greater harm.

Part VI: Miscellaneous

36. Force Majeure

36.1 Definition and Scope.
Neither party shall be held liable or deemed to be in breach of this Agreement for any failure or delay in performance caused by events beyond its reasonable control (a “Force Majeure Event”). These may include natural disasters (earthquakes, floods, wildfires), pandemics or public health emergencies, acts of terrorism, war, civil unrest, labor strikes, widespread cyberattacks, failures of telecommunications or internet infrastructure, government actions, or utility outages.

36.2 Notification Requirement.
The party affected by a Force Majeure Event must notify the other party in writing within five (5) business days of becoming aware of the event. The notice must describe:

The nature of the event;
Its expected duration;
The steps being taken to mitigate impact;
The estimated timeline for resumption of performance.

36.3 Suspension of Obligations.
During the Force Majeure Event, the affected party’s obligations under this Agreement shall be suspended. For example, if Technobot cannot perform scheduled updates because of a widespread cloud outage, it will be excused until the outage is resolved. Payment obligations, however, are not excused but may be deferred if agreed in writing.

36.4 Extended Force Majeure.
If the Force Majeure Event continues for more than sixty (60) consecutive days, either party may terminate the Agreement without penalty upon written notice. This ensures neither party is indefinitely bound by a contract it cannot perform due to circumstances beyond control.

37. Severability

37.1 Invalidity of Provisions.
If any provision of this Agreement is found by a court or arbitrator to be invalid, illegal, or unenforceable, the remaining provisions shall remain valid and enforceable. For instance, if a specific clause on late payment interest is struck down by law, the rest of the Agreement remains intact.

37.2 Modification to Preserve Intent.
Where a provision is deemed invalid, the parties agree that it shall be replaced with a valid provision that most closely reflects the original intent and economic purpose of the clause. This prevents the entire Agreement from failing simply because one clause is unenforceable.

38. Waiver

38.1 No Waiver by Silence.
A party’s failure or delay in enforcing any right or provision under this Agreement does not constitute a waiver of that right or provision. For example, if Technobot does not immediately act when the Client misses a deadline, it still retains the right to enforce deadlines in the future.

38.2 Written Waivers Only.
Any waiver must be expressly stated in writing and signed by an authorized representative of the waiving party. Oral or implied waivers shall not be binding. This ensures that contractual rights are not accidentally waived.

39. Entire Agreement

39.1 Integration.
This Agreement, together with the Privacy Policy, applicable Statements of Work, Service Level Agreements, and any executed Data Processing or Business Associate Addenda, constitutes the entire agreement between the parties concerning the subject matter.

39.2 Supersession of Prior Agreements.
This Agreement supersedes all prior proposals, negotiations, emails, oral conversations, and written drafts that may have existed between the parties. For example, if the Client relies on a sales proposal that contradicts this Agreement, the Agreement prevails.

39.3 No Reliance on Non-Written Statements.
Each party acknowledges that it has not relied on any representation, promise, or statement not expressly set forth in this Agreement. This prevents disputes based on “he said, she said” arguments outside the written contract.

40. Assignment and Transfer

40.1 Restriction on Client Assignment.
The Client may not assign, delegate, or transfer its rights or obligations under this Agreement without prior written consent from Technobot. This ensures Technobot knows with whom it is doing business, as the Client’s identity and reliability are key to risk assessment.

40.2 Technobot’s Right to Assign.
Technobot may assign or transfer this Agreement without Client consent in limited circumstances, such as:

A merger, acquisition, or sale of substantially all of its assets;
Assignment to an affiliate or subsidiary;
Corporate restructuring.

40.3 Binding Effect.
Any permitted assignment shall be binding on and inure to the benefit of the parties’ successors and permitted assigns.

41. Notices

41.1 Requirement of Written Notices.
All notices or communications under this Agreement must be in writing. Acceptable methods include:

Certified mail with return receipt;
Recognized overnight courier service;
Email with delivery confirmation or read receipt.

41.2 Addresses for Notices.
Unless otherwise specified, notices to Technobot shall be sent to:

Technobot LLC
8100 Penn Ave S, STE 114
Bloomington, MN 55431, USA
Email: legal@technobotus.com

41.3 Deemed Delivery.

Certified mail: deemed delivered five (5) business days after mailing;
Courier: deemed delivered two (2) business days after dispatch;
Email: deemed delivered one (1) business day after transmission if confirmed.

42. Electronic Signatures and Records

42.1 Consent to Electronic Execution.
The parties agree that electronic signatures (e.g., DocuSign, Adobe Sign), scanned PDF copies, or click-to-accept mechanisms shall be valid and legally binding equivalents of handwritten signatures.

42.2 Electronic Records as Evidence.
Electronic records maintained by Technobot shall be admissible in legal proceedings and constitute prima facie evidence of the parties’ agreements, communications, and transactions under applicable law, including the U.S. E-SIGN Act.

43. Language and Interpretation

43.1 Governing Language.
This Agreement is drafted in English and shall be interpreted exclusively in English. While translations may be provided for convenience, the English version shall prevail in the event of any discrepancy.

43.2 Interpretive Principles.

Headings are for convenience only and do not affect meaning;
Words in singular include plural and vice versa;
“Including” means “including without limitation”;
The Agreement shall not be construed against either party on the basis that it drafted the language.

44. Publicity Rights

44.1 Use of Client’s Name and Logo.
Unless the Client expressly objects in writing, Technobot may use the Client’s name, logo, and a high-level description of the Services delivered in its marketing materials, case studies, and client lists. Technobot agrees not to misrepresent the scope of engagement or disclose Confidential Information.

44.2 Press Releases.
Any joint press release or public statement shall require the prior written approval of both parties.

45. Relationship of the Parties

45.1 Independent Contractors.
Technobot and the Client are independent contractors. Nothing in this Agreement creates a partnership, joint venture, fiduciary duty, or employment relationship between the parties.

45.2 No Authority to Bind.
Neither party has authority to act on behalf of or legally bind the other, except where expressly stated in this Agreement. For example, Technobot cannot enter into contracts on the Client’s behalf, and the Client cannot commit Technobot to third-party obligations.

46. Third-Party Beneficiaries

46.1 No Third-Party Rights.
This Agreement is made solely for the benefit of the parties. No person or entity other than Technobot and the Client shall have any rights or remedies under this Agreement.

46.2 Exception for Subcontractors.
While subcontractors may benefit indirectly from confidentiality or indemnification provisions, they are not parties to this Agreement and cannot enforce it.

47. Governing Ethics and Conduct

47.1 Good Faith Obligation.
Both parties agree to act in good faith and in accordance with ethical business practices in performing their obligations.

47.2 Fair Competition.
Neither party shall engage in deceptive, anti-competitive, or unethical practices relating to the Services.

48. Counterparts

48.1 Execution in Counterparts.
This Agreement may be executed in multiple counterparts, each of which shall be deemed an original, and all of which together constitute the same instrument.

48.2 Electronic Counterparts.
Electronic or digital copies shall have the same force and effect as originals.

49. Contact Information

For legal inquiries, questions, or concerns regarding these Terms, please contact:

Technobot LLC
8100 Penn Ave S, STE 114
Bloomington, MN 55431, USA
Email: legal@technobotus.com
Phone: +1 (507) 384 5566

Appendix A: Service Level Agreement (SLA)

A.1 Purpose and Scope

This Service Level Agreement (“SLA”) forms an integral part of the Terms and Conditions between Technobot LLC (“Technobot”) and the Client. Its purpose is to establish the standards of performance, availability, and responsiveness that Technobot commits to in providing Services, as well as to define the remedies available to the Client should Technobot fail to meet those standards.

The SLA applies to all Services delivered directly by Technobot, including Microsoft Dynamics 365 CRM consulting, integration, automation, custom development, support, and managed services. Where Services depend on third-party providers, such as Microsoft Dynamics 365 hosting or third-party API integrations, the SLA shall apply only to the aspects controlled by Technobot, with the third-party SLA governing the rest.

A.2 Definitions

For clarity, the following definitions apply to this SLA:

“Availability” means the extent to which Services are accessible and functional for Client use, excluding scheduled maintenance and circumstances beyond Technobot’s reasonable control.
“Downtime” means any period during which the Services are not available to the Client, measured in minutes, and excluding planned or excused downtime.
“Uptime Percentage” means the percentage of total time in a given calendar month during which the Services are available, calculated using the formula in Section A.3.
“Response Time” means the period from when Technobot receives a valid support request to when it acknowledges receipt and begins initial diagnosis.
“Resolution Time” means the period from initial acknowledgment to when Technobot either resolves the issue or provides a documented workaround.
“Service Credit” means a credit applied to the Client’s account as compensation for Technobot’s failure to meet SLA obligations.

A.3 Uptime Commitment

A.3.1 Target Availability.
Technobot commits to ensuring that Services directly hosted or managed by it will be available at least 99.9% of the time in each calendar month. This means that, in a given month, downtime should not exceed approximately 43 minutes.

A.3.2 Calculation of Uptime.
Uptime Percentage is calculated as follows:

Example: If a month has 43,200 minutes (30 days), and 30 minutes of unplanned downtime occur, uptime = (43,200 – 30) ÷ 43,200 × 100 = 99.93%.

A.3.3 Exclusions.
The following do not count as downtime:

Planned maintenance windows announced with at least 72 hours’ notice;
Emergency maintenance performed to protect security or stability;
Failures caused by the Client’s own systems, networks, or unauthorized changes;
Failures caused by third-party vendors (e.g., Microsoft Dynamics 365 cloud outages);
Force Majeure events as defined in Section 35.

A.4 Planned and Emergency Maintenance

A.4.1 Planned Maintenance.
Planned maintenance is scheduled in advance and typically occurs outside standard business hours. Technobot will provide at least 72 hours’ advance notice, detailing the scope, expected duration, and potential impact.

A.4.2 Emergency Maintenance.
Where vulnerabilities or imminent risks require immediate action, Technobot may perform emergency maintenance without prior notice. In such cases, Technobot will notify the Client as soon as reasonably possible, explaining the reason and steps taken.

A.5 Support Response and Resolution Targets

Technobot categorizes support incidents based on severity, ensuring that resources are allocated efficiently.

A.5.1 Severity Levels.

Critical (Severity 1): Complete system outage or data loss with severe business impact.
High (Severity 2): Major functionality impaired with significant operational disruption.
Medium (Severity 3): Partial functionality issue affecting specific users or processes.
Low (Severity 4): Minor inconvenience, non-critical bug, or general query.

A.5.2 Response Times.

Severity 1: Response within 2 business hours.
Severity 2: Response within 4 business hours.
Severity 3: Response within 1 business day.
Severity 4: Response within 3 business days.

A.5.3 Resolution Targets.

Severity 1: Resolution or workaround within 12 hours.
Severity 2: Resolution or workaround within 24 hours.
Severity 3: Resolution within 3 business days.
Severity 4: Resolution as scheduled in backlog, typically within 10 business days.

These targets are goals, not guarantees, but failure to meet them repeatedly may entitle the Client to remedies under this SLA.

A.6 Escalation Procedures

A.6.1 Escalation Path.
If an issue remains unresolved within target timeframes, the Client may escalate:

To a Senior Support Engineer;
To a Support Manager;
To an Account Manager or Director of Operations;
To Executive Leadership (CIO/CEO) for severe escalations.

A.6.2 Communication.
Technobot will provide regular updates during escalation, including estimated timelines, interim workarounds, and resource allocation.

A.7 Remedies and Service Credits

A.7.1 Service Credits for Downtime.
If availability falls below the 99.9% threshold in a calendar month, the Client may request service credits. Credits are calculated as a percentage of monthly service fees for the affected Service, capped at 20% of monthly fees.

Example: If uptime in a month is 99.5% (a shortfall of 0.4%), and the Client pays $10,000/month for Services, the Client may be entitled to a credit of up to $2,000.

A.7.2 Service Credits for Response Failures.
If Technobot repeatedly fails to meet response time commitments for Severity 1 or Severity 2 incidents, Clients may request credits equal to 5% of monthly fees for each recurring failure, subject to the same 20% cap.

A.7.3 Process for Claiming Credits.
Credits must be requested in writing within thirty (30) days after the end of the month in which the SLA failure occurred. Credits will be applied against future invoices.

A.7.4 Exclusive Remedy.
Service credits are the Client’s sole and exclusive remedy for SLA breaches. They are not refunds and cannot be exchanged for cash unless otherwise required by law.

A.8 Limitations of SLA

A.8.1 Exclusions.
This SLA does not apply to:

Free trials, proof-of-concept deployments, or beta services;
Client-caused downtime due to negligence, misuse, or unauthorized modifications;
Downtime arising from third-party services not under Technobot’s control.

A.8.2 No Guarantee of Business Outcomes.
This SLA measures only technical availability and responsiveness. Technobot makes no guarantees of specific business outcomes, such as revenue growth, customer satisfaction, or compliance success, as these depend on Client execution.

A.9 Review and Updates

A.9.1 Periodic Review.
Technobot may review and update SLA terms periodically to reflect improvements in technology, changes in vendor SLAs, or evolving industry best practices.

A.9.2 Notice of Changes.
Any modifications to this SLA will be posted on Technobotus.com with at least thirty (30) days’ notice before taking effect, unless changes are required urgently to address security or compliance issues.

Appendix B: Data Processing Addendum (GDPR)

B.1 Purpose and Relationship to the Agreement

This Data Processing Addendum (“DPA”) supplements and forms part of the main Terms and Conditions (the “Agreement”) between Technobot LLC (“Technobot”) and the Client. Its purpose is to ensure that any processing of Personal Data by Technobot on behalf of the Client complies with the General Data Protection Regulation (EU) 2016/679 (“GDPR”), the UK Data Protection Act 2018, and other relevant European data protection laws.

The Client acts as the Data Controller, determining the purposes and means of processing Personal Data. Technobot acts as the Data Processor, processing such data only on the documented instructions of the Client.

B.2 Definitions

For clarity, the following terms apply in this DPA:

“Personal Data” means any information relating to an identified or identifiable natural person, such as names, contact details, identification numbers, location data, or online identifiers.
“Processing” means any operation performed on Personal Data, including collection, storage, use, transmission, or deletion.
“Data Controller” (the Client) determines why and how Personal Data is processed.
“Data Processor” (Technobot) processes data only on behalf of and under the instructions of the Controller.
“Sub-processor” means any third party engaged by Technobot to process Personal Data on behalf of the Client.
“Data Subject” means an individual whose Personal Data is processed.
“Supervisory Authority” means an independent EU public authority (e.g., the UK Information Commissioner’s Office, the Irish Data Protection Commission) responsible for enforcing data protection laws.

B.3 Roles and Responsibilities

B.3.1 Client as Controller.
The Client is responsible for ensuring that its collection and use of Personal Data complies with applicable data protection laws. The Client must ensure that it has a lawful basis (such as consent, contract, or legal obligation) for processing data before providing it to Technobot.

B.3.2 Technobot as Processor.
Technobot shall process Personal Data solely on documented instructions from the Client, unless otherwise required by law. If Technobot is legally required to process data outside the Client’s instructions, it will inform the Client unless prohibited by law.

B.4 Scope of Processing

B.4.1 Nature and Purpose.
The processing of Personal Data by Technobot is limited to the provision of CRM implementation, consulting, integration, support, automation, and related IT services.

B.4.2 Types of Personal Data.
Personal Data processed may include (depending on Client’s configuration):

Customer and contact details (names, email addresses, phone numbers, purchase history);
Employee information (work records, roles, contact information);
Patient or student records (where applicable in healthcare or education contexts);
Transactional and engagement data for sales and marketing automation.

B.4.3 Duration.
Technobot will retain Personal Data only for as long as necessary to provide Services or as required by law. Upon termination, Personal Data will be securely returned or deleted in accordance with Section B.11.

B.5 Obligations of Technobot

B.5.1 Processing in Accordance with Instructions.
Technobot shall process Personal Data only in accordance with the Client’s documented instructions.

B.5.2 Confidentiality.
Technobot shall ensure that persons authorized to process Personal Data are subject to confidentiality obligations.

B.5.3 Security of Processing.
Technobot shall implement appropriate technical and organizational measures under GDPR Article 32, including:

Encryption of data in transit and at rest;
Access controls and authentication mechanisms;
Regular security audits and penetration testing;
Incident detection and response procedures.

B.5.4 Assistance with Compliance.
Technobot shall assist the Client in fulfilling GDPR obligations, including conducting Data Protection Impact Assessments (DPIAs) and consulting with Supervisory Authorities where required.

B.6 Sub-processors

B.6.1 Use of Sub-processors.
Technobot may engage Sub-processors to provide specialized services (e.g., hosting, security, analytics).

B.6.2 Conditions for Sub-processing.
Any Sub-processor engaged by Technobot shall be bound by contractual terms imposing data protection obligations equivalent to those in this DPA.

B.6.3 List of Sub-processors.
Upon request, Technobot shall provide the Client with an up-to-date list of Sub-processors.

B.6.4 Objection Right.
The Client may reasonably object to the use of a new Sub-processor if it has legitimate data protection concerns. If the parties cannot resolve the objection, the Client may terminate the affected Services.

B.7 International Data Transfers

B.7.1 Transfers Outside the EEA/UK.
Where Personal Data is transferred outside the European Economic Area (EEA), the UK, or Switzerland, Technobot shall ensure such transfers comply with GDPR Chapter V.

B.7.2 Transfer Mechanisms.
Technobot may rely on:

Standard Contractual Clauses (SCCs) approved by the European Commission;
UK Addendum to the SCCs;
Adequacy decisions issued by the European Commission or UK government.

B.7.3 Client Acknowledgment.
The Client acknowledges that cross-border transfers may be necessary for global service delivery, such as remote support or hosting in U.S. data centers.

B.8 Data Subject Rights

B.8.1 Client’s Responsibility.
The Client is primarily responsible for responding to Data Subject requests (DSRs) under GDPR Articles 12–23.

B.8.2 Technobot’s Assistance.
Technobot shall assist the Client, to the extent reasonably possible, in fulfilling DSRs, including:

Right of access;
Right to rectification;
Right to erasure (“right to be forgotten”);
Right to restriction of processing;
Right to data portability;
Right to object;
Rights related to automated decision-making.

B.8.3 Costs of Assistance.
Where responding to DSRs requires substantial effort beyond ordinary support, Technobot reserves the right to charge reasonable fees.

B.9 Personal Data Breaches

B.9.1 Notification Obligation.
In the event of a Personal Data breach, Technobot shall notify the Client without undue delay, providing:

Nature of the breach;
Categories and approximate number of Data Subjects affected;
Likely consequences of the breach;
Measures taken or proposed to address the breach.

B.9.2 Cooperation.
Technobot shall cooperate with the Client in investigating and mitigating breaches, including liaising with Supervisory Authorities if required.

B.10 Audits and Inspections

B.10.1 Audit Rights.
Upon reasonable notice, the Client may request audits or inspections to verify Technobot’s compliance with this DPA.

B.10.2 Third-Party Certifications.
Technobot may satisfy audit obligations by providing third-party certifications (e.g., ISO 27001, SOC 2) demonstrating equivalent compliance.

B.10.3 Limitations.
Audits must be conducted in a manner that minimizes disruption and protects the confidentiality of Technobot’s other Clients.

B.11 Return or Deletion of Data

B.11.1 End of Processing.
Upon termination of Services, Technobot shall, at the Client’s option:

Return Personal Data in a structured, commonly used, machine-readable format; or
Securely delete or anonymize the Personal Data.

B.11.2 Retention for Legal Purposes.
Technobot may retain Personal Data only where required by law or necessary to resolve disputes, enforce agreements, or maintain security.

B.12 Liability and Indemnification under GDPR

B.12.1 Liability of Controller and Processor.
Under GDPR Article 82, both Controllers and Processors may be held liable for damages caused by unlawful processing. Each party agrees to bear liability for its respective responsibilities.

B.12.2 Indemnification.
The Client shall indemnify Technobot for claims arising from the Client’s failure to obtain lawful basis for processing or misuse of Personal Data. Technobot shall indemnify the Client where damages result from its breach of this DPA or GDPR obligations.

Appendix C: HIPAA Business Associate Addendum (BAA)

C.1 Purpose and Applicability

This Business Associate Addendum (“BAA”) supplements and forms part of the Terms and Conditions between Technobot LLC (“Technobot”) and the Client. The purpose of this Addendum is to ensure that both parties comply with the Health Insurance Portability and Accountability Act of 1996 (HIPAA) and its implementing regulations, including the Privacy Rule (45 C.F.R. Part 160 and Subparts A and E of Part 164), the Security Rule (45 C.F.R. Part 160 and Subparts A and C of Part 164), and the Breach Notification Rule (45 C.F.R. §§ 164.400–414).

This BAA applies where the Client is a Covered Entity (such as a hospital, clinic, insurer, or healthcare provider) or a Business Associate of another Covered Entity, and where Technobot may create, receive, maintain, or transmit Protected Health Information (PHI) in connection with Services.

C.2 Definitions

“Protected Health Information” (PHI): Individually identifiable health information in any form or medium, whether electronic, paper, or oral, that relates to an individual’s past, present, or future physical or mental health, healthcare services, or payment for healthcare.
“Covered Entity”: A health plan, healthcare clearinghouse, or healthcare provider that transmits health information electronically in connection with HIPAA-covered transactions.
“Business Associate”: An entity that performs functions or activities on behalf of, or provides services to, a Covered Entity that involve the use or disclosure of PHI.
“Unsecured PHI”: PHI that is not rendered unusable, unreadable, or indecipherable through methods such as encryption or destruction approved by the Department of Health and Human Services (HHS).
“Breach”: Unauthorized acquisition, access, use, or disclosure of PHI that compromises its security or privacy, unless an exception under HIPAA applies.

C.3 Roles and Responsibilities

C.3.1 Role of the Client.
The Client, as a Covered Entity (or a Business Associate of another Covered Entity), retains ultimate responsibility for compliance with HIPAA and for ensuring that PHI is handled lawfully.

C.3.2 Role of Technobot.
Technobot, as a Business Associate, acknowledges its obligation to comply with HIPAA provisions applicable to Business Associates. Technobot may only use or disclose PHI as permitted by this BAA, the Agreement, or as required by law.

C.4 Permitted Uses and Disclosures

C.4.1 On Behalf of Client.
Technobot may use and disclose PHI only to perform Services on behalf of the Client, such as CRM implementation, integration, patient engagement workflows, or analytics solutions.

C.4.2 Administrative Uses.
Technobot may use PHI for its own internal management and administration, and to carry out its legal responsibilities, provided that such disclosures are either required by law or made with assurances of confidentiality.

C.4.3 Minimum Necessary.
Technobot shall limit uses, disclosures, and requests of PHI to the minimum necessary to accomplish the intended purpose.

C.5 Prohibited Uses and Disclosures

C.5.1 Outside the Scope.
Technobot shall not use or disclose PHI in a manner that would violate HIPAA if performed by the Client.

C.5.2 No Sale of PHI.
Technobot shall not sell PHI or use it for marketing or fundraising purposes unless explicitly authorized by the Client and permitted by law.

C.6 Safeguards

C.6.1 Administrative Safeguards.
Technobot shall implement policies and procedures to manage the selection, development, and enforcement of security measures protecting PHI. This includes workforce training, risk assessments, and access reviews.

C.6.2 Physical Safeguards.
Technobot shall implement physical controls to protect PHI, including secured facilities, access badges, visitor logs, and workstation use policies.

C.6.3 Technical Safeguards.
Technobot shall use technical measures such as encryption of PHI in transit and at rest, unique user identification, audit controls, firewalls, and intrusion detection systems.

C.6.4 Breach Prevention.
Technobot shall employ layered defenses consistent with industry standards such as NIST Cybersecurity Framework and ISO 27001.

C.7 Reporting and Breach Notification

C.7.1 Unauthorized Use or Disclosure.
Technobot shall report to the Client any use or disclosure of PHI not provided for in this BAA within five (5) business days of discovery.

C.7.2 Security Incidents.
Technobot shall notify the Client of any attempted or successful unauthorized access, use, disclosure, modification, or destruction of PHI.

C.7.3 Breach Notification.
If a Breach of Unsecured PHI occurs, Technobot shall provide written notification to the Client without unreasonable delay, and no later than sixty (60) calendar days after discovery. The notice shall include:

A description of what happened, including the date of the breach and discovery date;
Types of PHI involved;
Steps individuals should take to protect themselves;
Actions Technobot is taking to investigate, mitigate, and prevent recurrence.

C.8 Subcontractors

C.8.1 Flow-Down Requirements.
Technobot shall ensure that any subcontractors or agents who create, receive, maintain, or transmit PHI on behalf of Technobot agree in writing to the same restrictions and conditions imposed on Technobot by this BAA.

C.8.2 Client’s Right to Know.
Upon request, Technobot shall provide the Client with a list of subcontractors engaged to process PHI.

C.9 Access, Amendment, and Accounting

C.9.1 Access to PHI.
Technobot shall make PHI available to the Client to enable it to comply with HIPAA requirements granting individuals access to their PHI.

C.9.2 Amendment of PHI.
Technobot shall allow the Client to amend PHI in its systems as directed, consistent with HIPAA obligations.

C.9.3 Accounting of Disclosures.
Technobot shall document disclosures of PHI and provide the Client with an accounting of such disclosures upon request.

C.10 Termination of BAA

C.10.1 Termination for Cause.
The Client may terminate this BAA if Technobot materially breaches it and fails to cure the breach within thirty (30) days after notice.

C.10.2 Return or Destruction of PHI.
Upon termination, Technobot shall return or destroy all PHI received from the Client, unless retention is required by law or infeasible. If infeasible, Technobot shall continue to protect PHI as required by this BAA.

C.10.3 Survival.
Obligations concerning PHI shall survive termination for as long as Technobot retains PHI.

C.11 Liability and Indemnification

C.11.1 Technobot Liability.
Technobot shall be directly liable for its own violations of HIPAA as a Business Associate.

C.11.2 Indemnification by Technobot.
Technobot shall indemnify the Client for damages, penalties, or costs arising from Technobot’s failure to comply with HIPAA obligations under this BAA.

C.11.3 Indemnification by Client.
The Client shall indemnify Technobot for damages caused by the Client’s failure to configure, manage, or use Services in compliance with HIPAA.

Appendix D: Acceptable Use Policy (AUP)

D.1 Purpose and Scope

This Acceptable Use Policy (“AUP”) supplements the Agreement between Technobot LLC (“Technobot”) and the Client. Its purpose is to clearly define acceptable and unacceptable behavior in connection with the use of Technobot’s Services, including Microsoft Dynamics 365 CRM implementation, integrations, automation, custom applications, support, and managed services.

The AUP applies to all Clients, Authorized Users, contractors, affiliates, and any third party who accesses the Services through the Client’s account. It is designed to:

Protect the integrity, reliability, and security of Technobot’s infrastructure;
Safeguard Client Data and third-party data from misuse;
Ensure compliance with applicable laws, industry regulations, and ethical standards;
Promote responsible use of CRM and IT solutions in line with best practices.

Violations of this AUP may result in suspension, termination, or legal action as outlined in Section D.9.

D.2 General Principles of Acceptable Use

D.2.1 Lawful Purpose.
Services must be used only for lawful purposes. Clients and Authorized Users must ensure that their activities comply with all applicable laws, regulations, and contractual obligations, whether in the United States or in other jurisdictions where they operate.

D.2.2 Good Faith and Professional Conduct.
Users are expected to act in good faith, refrain from abusing system resources, and avoid behavior that may harm Technobot, other Clients, or third parties.

D.2.3 Client Responsibility.
The Client is fully responsible for the actions of its Authorized Users, contractors, and agents. Misconduct by any Authorized User shall be deemed misconduct by the Client.

D.3 Prohibited Activities

The following activities are strictly prohibited under this AUP.

D.3.1 Illegal Use.
Clients may not use Services to store, transmit, or process material that violates any applicable law, including but not limited to:

Child exploitation material;
Content that promotes terrorism, violence, or hate speech;
Fraudulent or deceptive schemes;
Unauthorized gambling, betting, or lottery operations;
Activities in violation of trade sanctions, export controls, or embargoes.

D.3.2 Security Violations.
Users must not:

Attempt to gain unauthorized access to Technobot’s systems or another Client’s data;
Circumvent authentication or security controls;
Introduce viruses, malware, ransomware, or any malicious code;
Engage in denial-of-service (DoS) or distributed denial-of-service (DDoS) attacks;
Conduct penetration testing against Services without prior written authorization.

D.3.3 Abuse of CRM Systems.
Examples of abusive behavior include:

Using CRM systems to harvest or scrape data without consent;
Uploading inaccurate, defamatory, or false records;
Misusing automation features for mass unsolicited communications.

D.3.4 Intellectual Property Infringement.
Clients must not upload, transmit, or share content that infringes intellectual property rights, including copyrighted material, trademarks, or trade secrets.

D.4 Prohibited Communications

D.4.1 Unsolicited Marketing (“Spam”).
Clients may not use Services to send spam or unsolicited bulk communications. All marketing campaigns must comply with applicable laws, including:

The U.S. CAN-SPAM Act;
The Telephone Consumer Protection Act (TCPA);
The ePrivacy Directive in the EU;
Local anti-spam and telemarketing regulations.

D.4.2 Fraudulent or Deceptive Messages.
Clients may not send messages with false headers, misleading information, or deceptive content intended to manipulate recipients.

D.4.3 Harassing or Offensive Content.
Clients must not use Services to transmit harassing, abusive, discriminatory, or obscene messages.

D.5 Resource Usage and Fair Use

D.5.1 System Resources.
Clients shall not use Services in a way that degrades system performance or negatively impacts other Clients. Examples of prohibited conduct include:

Excessive API calls beyond contracted limits;
Abnormal data storage that exceeds reasonable thresholds;
Use of Services for activities unrelated to the Client’s legitimate business operations.

D.5.2 Fair Use Policy.
Where Services include “unlimited” features (e.g., unlimited storage or communications), such usage is subject to a Fair Use Policy. Technobot may restrict usage that is excessive, abusive, or inconsistent with normal business practices.

D.6 Protection of Data and Privacy

D.6.1 Confidentiality.
Clients must respect the confidentiality of other Clients’ data and of Technobot’s proprietary systems.

D.6.2 Personal Data Handling.
Clients must ensure compliance with data protection laws, including HIPAA (for healthcare Clients), GDPR (for European Clients), FERPA (for education Clients), and CCPA (for California Clients).

D.6.3 Access Controls.
The Client is responsible for implementing strong access controls for Authorized Users, including unique logins, strong passwords, and where applicable, multi-factor authentication.

D.6.4 Prohibited Data Uploads.
Clients must not upload data that is classified as illegal to store or transmit, including stolen personal data, unlawfully intercepted communications, or classified government information.

D.7 Monitoring and Enforcement

D.7.1 Right to Monitor.
Technobot reserves the right, but not the obligation, to monitor use of Services to ensure compliance with this AUP. Monitoring may include automated scanning for spam, malware, or unusual activity patterns.

D.7.2 Investigation of Violations.
If Technobot suspects misuse, it may investigate by reviewing logs, requesting explanations, or interviewing the Client’s technical contacts.

D.7.3 Cooperation with Authorities.
Technobot may cooperate with law enforcement or regulatory authorities if illegal activity is detected.

D.8 Consequences of Violation

D.8.1 Suspension of Services.
If a violation is identified, Technobot may suspend Services immediately to prevent further harm. Suspension may be temporary or indefinite, depending on the severity.

D.8.2 Termination.
Serious or repeated violations may result in termination of the Agreement, with all fees immediately due.

D.8.3 Financial Liability.
The Client may be held financially liable for damages, penalties, or costs incurred by Technobot due to the Client’s violation of this AUP.

D.8.4 Indemnification.
The Client agrees to indemnify Technobot against third-party claims arising from misuse of Services in violation of this AUP.

D.9 Updates to AUP

D.9.1 Periodic Updates.
Technobot may update this AUP from time to time to reflect new threats, technologies, or legal requirements.

D.9.2 Notice of Changes.
Material updates will be communicated through the Website or via direct notice to Clients. Continued use of Services after updates constitutes acceptance.

Appendix E: Security Standards

E.1 Purpose and Commitment

The purpose of this Security Standards Appendix is to define the technical, organizational, and procedural safeguards that Technobot LLC (“Technobot”) commits to maintaining in connection with the Services provided to the Client. These safeguards are intended to:

Protect the confidentiality, integrity, and availability of Client Data;
Reduce the risk of unauthorized access, use, disclosure, alteration, or destruction of information;
Ensure compliance with applicable laws and industry regulations, including HIPAA, GDPR, CCPA, FERPA, and PCI DSS;
Provide Clients with assurance that best practices in information security are consistently applied.

Technobot recognizes that security is not a one-time event but a continuous process. Accordingly, these standards reflect ongoing obligations and evolving industry benchmarks.

E.2 Security Governance

E.2.1 Policies and Procedures.
Technobot maintains a comprehensive suite of written information security policies, covering access control, data handling, incident response, disaster recovery, and acceptable use. These policies are reviewed annually and updated as needed.

E.2.2 Security Officer.
Technobot has designated a Chief Information Security Officer (CISO) or equivalent role with overall responsibility for implementing, maintaining, and enforcing the security program.

E.2.3 Employee Training.
All employees and contractors with access to Client Data receive mandatory training on data protection, cybersecurity awareness, and compliance obligations. Training is conducted at onboarding and refreshed annually.

E.2.4 Background Checks.
Pre-employment background checks are conducted on all employees with potential access to sensitive data, consistent with applicable laws.

E.3 Technical Safeguards

E.3.1 Encryption.

Data in transit is encrypted using TLS 1.2 or higher.
Data at rest is encrypted using industry-standard AES-256 encryption.
Encryption keys are stored securely and rotated regularly.

E.3.2 Access Controls.

Role-Based Access Control (RBAC) ensures that users only have access to the data necessary for their role.
Multi-factor authentication (MFA) is enforced for all administrative access.
Strong password policies (length, complexity, rotation) are implemented.

E.3.3 Network Security.

Firewalls and intrusion prevention systems are deployed to filter unauthorized traffic.
Segregation of environments (production, development, testing) is enforced.
Virtual Private Networks (VPNs) are required for remote administrative access.

E.3.4 Endpoint Security.

Company devices are configured with antivirus, anti-malware, and endpoint detection and response (EDR) tools.
Devices accessing Client Data must be encrypted and subject to mobile device management (MDM) controls.

E.4 Monitoring and Logging

E.4.1 Audit Logs.
All access to systems handling Client Data is logged, including user, timestamp, and activity performed. Logs are retained for at least one year unless longer retention is legally required.

E.4.2 Monitoring.
Technobot employs continuous monitoring tools to detect suspicious activity, failed login attempts, malware, and anomalies in network traffic.

E.4.3 Alerting.
Critical security events generate real-time alerts, which are escalated to the security team for immediate investigation.

E.5 Incident Response

E.5.1 Incident Response Plan.
Technobot maintains a documented incident response plan that outlines procedures for detecting, containing, eradicating, and recovering from security incidents.

E.5.2 Response Team.
A dedicated incident response team (IRT) is available to investigate and remediate incidents.

E.5.3 Notification of Client.
If a security incident impacts Client Data, Technobot shall notify the Client without undue delay, providing details on the nature of the incident, the data affected, and remediation steps.

E.5.4 Post-Incident Review.
After an incident, a root cause analysis is conducted, and corrective actions are implemented to prevent recurrence. A summary report may be shared with affected Clients.

E.6 Physical Safeguards

E.6.1 Data Center Security.
Where Technobot utilizes third-party hosting providers (such as Microsoft Azure), those facilities must meet recognized standards such as ISO 27001 and SOC 2. Physical safeguards include:

24/7 on-site security staff;
Biometric or card-based access controls;
CCTV surveillance;
Fire suppression systems;
Redundant power and cooling.

E.6.2 Office Security.
Technobot’s office locations implement secure entry systems, visitor logs, and clean desk policies to prevent unauthorized access to sensitive data.

E.7 Business Continuity and Disaster Recovery

E.7.1 Continuity Planning.
Technobot maintains business continuity and disaster recovery plans to ensure resilience against major disruptions. These plans include redundant infrastructure, backup systems, and defined recovery time objectives (RTOs) and recovery point objectives (RPOs).

E.7.2 Backups.
Client Data backups are performed regularly, encrypted, and tested for integrity. Backups are stored in geographically diverse data centers to ensure recoverability.

E.7.3 Testing.
Disaster recovery procedures are tested at least annually, with documented outcomes and continuous improvement.

E.8 Compliance and Certifications

E.8.1 Industry Standards.
Technobot’s security framework aligns with:

ISO/IEC 27001 (Information Security Management Systems);
NIST Cybersecurity Framework;
CIS Critical Security Controls.

E.8.2 Third-Party Audits.
Technobot may undergo third-party audits (e.g., SOC 2 Type II) to validate security practices. Certifications or audit reports may be provided to Clients under non-disclosure agreements.

E.9 Client Responsibilities

E.9.1 Shared Responsibility.
Security is a shared responsibility. While Technobot implements robust safeguards, the Client must also:

Configure CRM workflows securely;
Manage internal access rights responsibly;
Train employees on phishing and social engineering risks;
Maintain endpoint and network security within its own environment.

E.9.2 Incident Cooperation.
If a breach occurs, the Client must cooperate fully with Technobot’s investigation and mitigation efforts, including providing logs, access details, and relevant context.

E.9.3 Compliance with Regulations.
The Client is responsible for ensuring that its use of Services complies with all laws applicable to its industry, including but not limited to HIPAA, GDPR, FERPA, and PCI DSS.

E.10 Updates to Security Standards

E.10.1 Evolving Threat Landscape.
Because cybersecurity threats evolve rapidly, Technobot may update these Security Standards from time to time. E.10.2 Notice of Material Changes.
Where material changes significantly alter obligations or impact Clients’ security posture, Technobot will provide written notice or publish updates on its Website.

Appendix F: Industry-Specific Disclaimers

F.1 Purpose and Scope

This Appendix outlines industry-specific disclaimers relevant to Clients using Technobot’s Services in highly regulated or sensitive sectors. While Technobot provides CRM solutions, consulting, and integration expertise, ultimate responsibility for regulatory compliance, lawful usage, and sector-specific obligations lies with the Client.

These disclaimers are designed to:

Ensure Clients understand the limitations of Technobot’s role;
Clarify shared responsibilities under compliance frameworks;
Prevent misunderstandings about legal or regulatory liability.

F.2 Restaurants, Food Services, and Hospitality

F.2.1 CRM in Food Service Contexts.
Technobot may implement CRM solutions for restaurants, cafes, hotels, or catering businesses to support reservations, loyalty programs, feedback systems, and targeted promotions.

F.2.2 PCI DSS Responsibility.
Where CRM systems integrate with point-of-sale (POS) platforms or payment gateways, the Client remains responsible for compliance with the Payment Card Industry Data Security Standard (PCI DSS). Technobot does not act as a payment processor and does not handle cardholder data directly.

F.2.3 Consumer Protection Compliance.
Clients are responsible for ensuring that loyalty programs, marketing campaigns, and promotional offers comply with applicable consumer protection laws, including truth-in-advertising and fair competition regulations.

F.2.4 Allergen and Health Data.
If CRM systems store data about customer dietary preferences, allergens, or health-related information, the Client must handle such data responsibly and in accordance with privacy laws.

F.3 Retail and eCommerce

F.3.1 CRM in Retail Environments.
Technobot’s CRM solutions may be used for customer segmentation, targeted marketing, loyalty tracking, and eCommerce integration.

F.3.2 Advertising and Marketing Laws.
The Client must ensure compliance with laws governing advertising and consumer outreach, including:

The CAN-SPAM Act (U.S. email marketing law);
The TCPA (Telephone Consumer Protection Act for SMS/voice marketing);
The ePrivacy Directive/Regulation (EU marketing and cookie consent rules).

F.3.3 Sales Tax and Regulatory Obligations.
Technobot’s systems may track transactions and sales data but do not replace the Client’s legal obligation to calculate, report, and remit applicable sales or value-added taxes.

F.3.4 Product Liability.
CRM systems may store product purchase histories, but Technobot assumes no liability for defective products or consumer disputes arising from Client’s goods or services.

F.4 Healthcare and Wellness

F.4.1 HIPAA Considerations.
Technobot supports HIPAA-compliant CRM solutions for hospitals, clinics, wellness centers, and telehealth providers. However, the Client remains the Covered Entity or responsible Business Associate under HIPAA and bears ultimate responsibility for lawful processing of Protected Health Information (PHI).

F.4.2 Scope of Responsibility.
Technobot ensures that its systems can be configured securely, but it does not guarantee that the Client’s use will remain HIPAA-compliant. Misconfigurations, inadequate user training, or unauthorized disclosures caused by the Client fall outside Technobot’s responsibility.

F.4.3 Wellness and Fitness Data.
Wellness providers, gyms, and fitness applications using CRM to manage member health data must comply with applicable privacy laws. While such data may not always be considered PHI, it may still be classified as sensitive personal information under GDPR or CCPA.

F.5 Education and Training

F.5.1 FERPA Responsibilities.
For Clients in education (schools, colleges, training institutes), Technobot may configure CRM to manage admissions, student lifecycle data, or learning management integrations. The Family Educational Rights and Privacy Act (FERPA) places responsibility for lawful use of student records squarely on the Client institution.

F.5.2 Student Consent.
Clients must obtain proper parental or student consent where required, and ensure access to student records is restricted to authorized personnel.

F.5.3 International Considerations.
For institutions with students from the EU/UK, GDPR may apply alongside FERPA. Technobot will support GDPR-compliant configurations but cannot guarantee compliance unless the Client fulfills its controller obligations.

F.6 Finance, Banking, and Professional Services

F.6.1 CRM in Financial Services.
Technobot may implement CRM for banks, wealth management firms, accounting firms, or insurance providers to manage client interactions, regulatory reporting, and compliance workflows.

F.6.2 Regulatory Frameworks.
The Client is responsible for compliance with industry regulations such as:

SEC (U.S. Securities and Exchange Commission) rules for financial advisers;
FINRA (Financial Industry Regulatory Authority) obligations for broker-dealers;
SOX (Sarbanes–Oxley Act) for accounting and auditing firms;
Insurance regulations in applicable jurisdictions.

F.6.3 AML/KYC Programs.
If CRM systems are used for Anti-Money Laundering (AML) or Know-Your-Customer (KYC) tracking, the Client must ensure processes align with legal requirements. Technobot’s role is limited to providing technical tools; regulatory compliance rests with the Client.

F.7 Logistics, Manufacturing, and Supply Chain

F.7.1 CRM in Supply Chain Contexts.
CRM may be used to track suppliers, monitor orders, or analyze logistics performance.

F.7.2 Export and Import Compliance.
Clients must ensure that their use of CRM in supply chain operations complies with export controls, sanctions regimes, customs requirements, and trade laws.

F.7.3 Product Safety and Quality.
Technobot’s role is limited to enabling workflow visibility. Responsibility for product safety, quality control, and regulatory certifications lies with the Client.

F.8 General Disclaimer for All Industries

F.8.1 No Legal Advice.
Technobot provides technology consulting, not legal or regulatory advice. Any information shared regarding compliance frameworks (HIPAA, GDPR, FERPA, PCI DSS, etc.) is for informational purposes only. Clients must consult their own legal counsel for compliance matters.

F.8.2 Client’s Ultimate Responsibility.
Regardless of industry, the Client remains ultimately responsible for:

Determining whether its use of Services complies with applicable laws;
Configuring CRM workflows appropriately;
Training Authorized Users on compliance requirements;
Establishing internal policies and audit processes.

F.8.3 Allocation of Liability.
Technobot’s liability remains limited in accordance with Section 11 of the Agreement. These disclaimers emphasize that Clients cannot shift regulatory liability onto Technobot.

Appendix G: Glossary of Terms

“Acceptable Use Policy” (AUP)

A set of rules established by Technobot defining how Services may and may not be used. The AUP prohibits activities such as sending spam, introducing malware, or violating intellectual property rights. Compliance with the AUP is a condition of continued use of Services.

“Agreement”

The legally binding contract between Technobot LLC and the Client, consisting of the Terms and Conditions, Privacy Policy, applicable Statements of Work (SOWs), Service Level Agreements (SLAs), Data Processing Addenda (DPAs), Business Associate Addenda (BAAs), and any other supplemental agreements executed by the parties.

“Applicable Law”

Any statute, regulation, directive, ordinance, or legal requirement in force in any jurisdiction relevant to the Services. Examples include HIPAA (U.S. healthcare), GDPR (EU data protection), FERPA (U.S. education), PCI DSS (global payment standards), and local consumer protection laws.

“Authorized User”

Any employee, contractor, consultant, or agent of the Client who has been granted access credentials to use Services on behalf of the Client. The Client is fully responsible for the conduct of its Authorized Users.

“Business Associate”

As defined under HIPAA, a person or entity (other than a member of a Covered Entity’s workforce) that performs functions or services on behalf of a Covered Entity and requires access to Protected Health Information (PHI). In this Agreement, Technobot is a Business Associate when handling PHI for healthcare Clients.

“Business Associate Agreement” (BAA)

A legally required contract under HIPAA between a Covered Entity and a Business Associate that governs the use, disclosure, and safeguarding of PHI. Appendix C constitutes Technobot’s BAA with healthcare Clients.

“Client Data”

All information, files, records, or content provided, uploaded, or processed by the Client in connection with Services. This includes customer contact information, patient health records, student data, financial information, transaction logs, and any other proprietary information belonging to the Client. Client Data remains the sole property of the Client.

“Confidential Information”

Any non-public business, financial, operational, technical, or strategic information disclosed by one party to the other that is reasonably understood to be confidential, regardless of whether it is marked as such. Confidential Information includes trade secrets, source code, pricing, workflows, and customer information but excludes information that becomes public through no fault of the receiving party.

“Controller”

Under GDPR, the entity (in this case, the Client) that determines the purposes and means of processing personal data. Controllers bear ultimate responsibility for ensuring data protection compliance.

“Data Breach”

An incident where Client Data or Personal Data is unlawfully accessed, disclosed, lost, or altered, whether due to malicious attack, human error, or system failure. Under GDPR, CCPA, and HIPAA, certain breaches must be reported to regulators and affected individuals within prescribed timeframes.

“Data Processing Addendum” (DPA)

A contract required under GDPR when a Processor (Technobot) handles Personal Data on behalf of a Controller (the Client). The DPA defines scope, purpose, safeguards, and responsibilities for data processing.

“Data Subject”

An individual whose personal data is processed. For example, a customer, student, patient, or employee whose information is managed within a CRM system. Under GDPR, Data Subjects have rights such as access, rectification, erasure, and portability.

“Downtime”

Any period during which Services are unavailable or fail to operate as intended, excluding planned maintenance, Force Majeure events, and issues caused by Client systems or third-party providers.

“Electronic Protected Health Information” (ePHI)

PHI that is created, stored, transmitted, or received electronically. ePHI must be protected under the HIPAA Security Rule, which mandates encryption, access controls, and audit logs.

“Export Control Laws”

U.S. federal regulations that govern the export and re-export of software, services, and technology to foreign entities. Clients are prohibited from using Services in violation of such laws, including using Services in sanctioned countries or providing access to restricted parties.

“Force Majeure”

Events beyond the reasonable control of a party that prevent performance of contractual obligations. Examples include natural disasters, acts of terrorism, labor strikes, pandemics, government restrictions, and internet infrastructure failures. Obligations affected by Force Majeure are temporarily suspended.

“General Data Protection Regulation” (GDPR)

Regulation (EU) 2016/679, the European Union’s framework for protecting personal data and privacy. GDPR applies to organizations processing the data of EU/EEA residents, even if the organization is outside Europe.

“Indemnification”

A contractual obligation in which one party (e.g., the Client) agrees to cover the costs, damages, or liabilities incurred by the other party (e.g., Technobot) due to the first party’s misconduct, negligence, or breach of agreement.

“Intellectual Property” (IP)

Creations of the mind protected by law, including software code, documentation, methodologies, designs, and trademarks. Unless explicitly transferred, all IP developed by Technobot remains its exclusive property, and the Client receives only a limited license for internal business use.

“Personal Data”

Any information relating to an identified or identifiable natural person, including names, addresses, identification numbers, online identifiers, and behavioral data. Personal Data has a broad definition under GDPR and other privacy laws.

“Processor”

Under GDPR, an entity (Technobot) that processes Personal Data on behalf of a Controller (the Client). Processors must follow the Controller’s documented instructions and maintain adequate security measures.

“Protected Health Information” (PHI)

Individually identifiable health information that relates to an individual’s health condition, provision of healthcare, or payment for healthcare services. PHI is protected under HIPAA and may only be used or disclosed as permitted by law or by contract (see Appendix C).

“Service Level Agreement” (SLA)

A contractual commitment defining uptime guarantees, response times, resolution targets, and remedies (such as service credits) if Technobot fails to meet agreed performance standards. Appendix A outlines Technobot’s SLA.

“Statement of Work” (SOW)

A document agreed upon by both parties that details the specific scope, deliverables, timelines, milestones, and fees for a given project or engagement under the broader Agreement.

“Sub-processor”

A third-party vendor engaged by Technobot to process Client Data on its behalf (e.g., cloud hosting providers, support tools). Sub-processors must comply with the same data protection obligations imposed on Technobot.

“Uptime Percentage”

The measure of time Services are available during a given month, expressed as a percentage. Technobot commits to 99.9% uptime for hosted Services, subject to exclusions in the SLA.

“Work Product”

All deliverables produced by Technobot under a Statement of Work, including software customizations, configurations, reports, and documentation. Unless expressly transferred, ownership remains with Technobot, and the Client receives a license for internal use only.

Final Provisions

– These Terms and Conditions form the entire, binding legal contract between Technobot and the Client.
– By accessing Technobotus.com or engaging our Services, you affirm that you have read, understood, and accepted these Terms.
– Technobot may update these Terms periodically, with updates posted on Technobotus.com. Continued use constitutes acceptance.