Terms and Conditions


‍1.1 Subject to these terms and conditions of use, in addition to any terms contained on an Order Form referencing these terms (collectively, the “Agreement”) Bitesize will use reasonable efforts to provide Customer access to the Bitesize software-as-a-service communication platform and related services as described in an applicable Order Form (“Services”).

1.2 Subject to the terms hereof, Bitesize will provide Customer with reasonable technical and customer support services in accordance with Bitesize’s standard practices then in effect and as described in an applicable Order Form, which is referenced and incorporated herein.


‍2.1 Customer will not, directly or indirectly: reverse engineer, decompile, disassemble or otherwise attempt to discover the source code, object code or underlying structure, ideas, know-how or algorithms relevant to the Services or any software, documentation or data related to the Services; modify, translate, or create derivative works based on the Services or any portion thereof(except to the extent expressly permitted by Bitesize or authorized within the Services); use the Services for timesharing or service bureau purposes or otherwise for the benefit of a third party; or remove any proprietary rights notices.

2.2 The Services may be subject to export laws and regulations of the United States and other jurisdictions. Bitesize and Customer each represents that it is not named on any U.S government denied-party list. Customer will not permit any user to access or use any part of the Service in a U.S.-embargoed country or region (currently Cuba, Iran, North Korea, Sudan, Syria or Crimea) or in violation of any U.S. export law or regulation.

2.3 Customer represents, covenants, and warrants that Customer will use the Services only in compliance with Bitesize’s Acceptable Use Policy located at Bitesize.co/aup, which is referenced and fully incorporated herein, (collectively the “Policy”) and all applicable laws and regulations. Bitesize reserves the right to determine whether to modify or amend the Policy and shall provide notice of such amendment to Customer via email. Although Bitesize has no obligation to monitor Customer’s use of the Services, Bitesize may do so and may prohibit any use of the Services it believes may be (or alleged to be) in violation of the foregoing.

2.4 To the extent that Customer instructs Bitesize to initiate text messages or phone calls to phone numbers (including by providing Bitesize access to Customer’s CRM, DMS, or similar systems), Customer represents and warrants that outbound text messages and calls sent by Bitesize on Customer’s behalf comply with all applicable laws and industry best practices.  This includes, but is not limited to: (i) Customer has any required consent (written on otherwise) from the consumer to receive marketing calls and text messages from Customer; (ii) all provided phone numbers have either been scrubbed against all applicable state and federal do-not-call lists or a valid exemption exists to override such a registration (e.g., affirmative consent or a non-expired established business relationship), and (iii) that the consumer has not placed an internal do-not-call request pertaining to Customer, revoked consent, or otherwise asked Customer to cease contact.  Customer must ensure that the consumer phone numbers provided, or otherwise made available, to Bitesize are continually updated to ensure compliance with the requirements set forth in this Section, and Customer must immediately notify Bitesize of any change in disposition for any consumer information obtained by Bitesize (for example, the expiration of an existing business relationship exemption, revocation of consent, or do-not-call request).

2.5 Customer shall be responsible for obtaining and maintaining any equipment and ancillary services needed to connect to, access or otherwise use the Services, including, without limitation, modems, hardware, servers, software, operating systems, networking, web servers and the like (collectively, “Equipment”). Customer shall also be responsible for maintaining the security of the Equipment, Customer account, passwords (including but not limited to administrative and user passwords) and files, and for all uses of Customer account or the Equipment with or without Customer’s knowledge or consent.

2.6 Bitesize reserves the right to permanently deactivate groups of contacts organized within Customer’s Bitesize account (“lists”) in which no messages have been sent for 89 or more days. Bitesize also reserves the right to deactivate Bitesize Groups Customer has selected to be archived.


‍3.1 Each party (the “Receiving Party”) understands that the other party (the “Disclosing Party”) has disclosed or may disclose business, technical or financial information relating to the Disclosing Party’s business (hereinafter referred to as “Proprietary Information” of the Disclosing Party). Proprietary Information of Bitesize includes non-public information regarding features, functionality and performance of the Service. Proprietary Information of Customer includes non-public data provided by Customer to Bitesize to enable the provision of the Services (“Customer Data”). The Receiving Party agrees: (i) to take reasonable precautions to protect such Proprietary Information, and (ii) not to use (except in performance of the Services or as otherwise permitted herein) or divulge to any third person any such Proprietary Information. The Disclosing Party agrees that the foregoing shall not apply with respect to any information that the Receiving Party can document (a) is or becomes generally available to the public, or (b) was in its possession or known by it prior to receipt from the Disclosing Party, or (c) was rightfully disclosed to it without restriction by a third party, or (d) was independently developed without use of any Proprietary Information of the Disclosing Party or (e) is required to be disclosed by law.

3.2 Customer shall own all right, title and interest in and to the Customer Data. Bitesize shall own and retain all right, title and interest in and to (a) the Services, all improvements, enhancements or modifications thereto, (b) any software, applications, inventions or other technology developed in connection with the Services or support, and (c) all intellectual property rights related to any of the foregoing.

3.3 Notwithstanding anything to the contrary, Bitesize shall have the right to collect and analyze data and other information relating to the provision, use and performance of various aspects of the Services and related systems and technologies (including, without limitation, information concerning Customer Data and data derived therefrom) in accordance with its privacy policy at https://www.Bitesize.co/privacy ("Privacy Policy”). Bitesize will be free (during and after the term hereof) to (i) use such information and data to improve and enhance the Services and for other development, diagnostic and corrective purposes in connection with the Services and other Bitesize offerings, (ii) disclose such data solely in aggregate or other de-identified form in connection with its business, and (iii) use and disclose such data in its defense of legal claims and investigations. No rights or licenses are granted except as expressly set forth herein.


‍4.1 Customer shall pay Bitesize the fees described in the Order Form for the Services as described in the Order Form in accordance with the terms therein. If Customer’s use of the Services exceeds the Service capacity, if any, set forth on the Order Form or otherwise requires the payment of additional fees (per the terms of this Agreement), Customer shall be billed for such usage and Customer agrees to pay the additional fees in the manner provided herein. Absent uncured material breach by Bitesize, fees are nonrefundable or subject to allocation. Bitesize reserves the right to change the Fees or applicable charges and to institute new charges and Fees at the end of the Initial Service Term or then-current renewal term, upon thirty (30) days prior notice to Customer (which may be sent by email). If Customer believes that Bitesize has billed Customer incorrectly, Customer must contact Bitesize no later than 30 days after the closing date on the first billing statement in which the error or problem appeared, in order to receive an adjustment or credit. Inquiries should be directed to Bitesize’s customer support department.

4.2 Unless other terms have been agreed to in the applicable Order Form, full payment for invoices issued in any given month must be received by Bitesize thirty (30) days after the date of the invoice. Unpaid amounts are subject to a finance charge of 1.5% per month on any outstanding balance, or the maximum permitted by law, whichever is lower, plus all expenses of collection and may result in immediate termination of Service.

4.3. Unless otherwise stated in an Order Form, each Product will be available for purchase by the Customer for a fixed Service Period of twelve (12) months. In the event the Customer deactivates their platform at an earlier point in time, Bitesize shall, irrespective of the deactivation date, be entitled to invoice the Customer for the agreed Product Fee over a total period of twelve (12) months. Purchased Product subscriptions cannot be cancelled or refunded during the Service Period after an order has been placed. The same applies if the contractual relationship between Bitesize and the Customer is terminated.

4.4. The Product Fee will be payable for the second Service Period and all subsequent Service Periods for as long as the Partner does not submit a request for deletion or deactivation during the Service Period.

4.5. Unless otherwise stated in an Order Form, Bitesize’s charges do not include any taxes, levies, duties or similar governmental assessments, including value-added, sales, use or withholding taxes assessable by any local, state, provincial or foreign jurisdiction (collectively “Taxes”). Customer is responsible for paying Taxes, except those assessable against Bitesize measured by its net income. Bitesize will invoice Customer for such Taxes if Bitesize believes it has a legal obligation to do so and Customer agrees to pay such Taxes if so invoiced.


5.1 Subject to earlier termination as provided below, this Agreement is for the Initial Service Term as specified in the Order Form, and unless expressly stated otherwise in the Order Form, shall automatically renew for additional periods of the same duration as the Initial Service Term (collectively, the “Term”), unless either party requests termination at least thirty (30) days prior to the end of the then-current term. Unless otherwise stated in an Order Form, use of Bitesize is limited to 1,000 campaign text messages per-weekday per-organization, barring holiday periods.

5.2 In addition to any other remedies it may have, either party may terminate this Agreement upon thirty (30) days’ notice (or without notice in the case of nonpayment), if the other party materially breaches any of the terms or conditions of this Agreement and such breach remains uncured for thirty days following notice thereof. In no event will termination relieve Customer of its obligation to pay any fees payable to Bitesize for the period prior to the effective date of termination. All sections of this Agreement which by their nature should survive termination will survive termination, including, without limitation, accrued rights to payment, confidentiality obligations, warranty disclaimers, limitations of liability, and dispute resolution and arbitration provisions.

5.3 Upon termination, Customer Data shall remain available for Customer to download for 30 days. Upon request, Bitesize shall delete all production Customer Data. Bitesize may retain a secure, encrypted copy of Customer Data for up to one year after termination pursuant to Bitesize’s standard archiving and back-up procedures and policies. Bitesize is subject to duties of confidentiality regarding Customer Data under this Agreement at all times that it is in Bitesize’s possession, in addition to Bitesize’s obligations under its Privacy Policy.


‍6.1 Bitesize shall use reasonable efforts consistent with prevailing industry standards to maintain the Services in a manner which minimizes errors and interruptions in the Services and shall perform the Services in a professional and workmanlike manner. Services may be temporarily unavailable for scheduled maintenance or for unscheduled emergency maintenance, either by Bitesize or by third-party providers, or because of other causes beyond Bitesize’s reasonable control, but Bitesize shall use reasonable efforts to provide advance notice in writing or by e-mail of any scheduled service disruption. However, Bitesize does not warrant that the Services will be uninterrupted or error free; nor does it make any warranty as to the results that may be obtained from use of the Services. Bitesize shall have no liability whatsoever for unavailability or interruption of the Services or any portion thereof, including but not limited to message delivery or phone call connectivity, for reasons beyond Bitesize’s control such as telecommunications network disruption, handset availability, carrier filtering rules or other issues with telecommunications providers. EXCEPT AS EXPRESSLY SET FORTH IN THIS SECTION, THE SERVICES ARE PROVIDED “AS IS” AND Bitesize DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT.


‍7.1 Subject to the limitation of liability set forth in Section 8 below, Bitesize shall indemnify, defend, and hold Customer harmless from liability to third parties resulting from infringement by the Service of any United States patent or any copyright or misappropriation of any trade secret. The foregoing obligations do not apply with respect to portions or components of the Service (i) not supplied by Bitesize, (ii) made in whole or in part in accordance with Customer specifications, (iii) that are modified after delivery by Bitesize, (iv) combined with other products, processes or materials where the alleged infringement relates to such combination, (v) where Customer continues allegedly infringing activity after being notified thereof or after being informed of modifications that would have avoided the alleged infringement, or (vi) where Customer’s use of the Service is not strictly in accordance with this Agreement. If, due to a claim of infringement, the Services are held by a court of competent jurisdiction to be or are believed by Bitesize to be infringing on the intellectual property rights of a third party, Bitesize may, at its option and expense (a) replace or modify the Service to be non-infringing provided that such modification or replacement contains substantially similar features and functionality, (b) obtain for Customer a license to continue using the Service, or (c) if neither of the foregoing is commercially practicable, terminate this Agreement and Customer’s rights hereunder and provide Customer a prorated refund of any prepaid, unused fees for the Service.

7.2 Customer will defend, indemnify, and hold harmless Bitesize and its affiliates, subsidiaries, successors, assignees, owners, directors, officers, employees, contractors, suppliers, representatives, and agents from and against any and all claims, governmental investigations, awards, settlements, damages, fines, injuries, penalties, and costs arising out of or related to (i) any breach or alleged breach of this Agreement by Customer or (ii) Customer’s gross negligence or willful misconduct.

7.3 The party seeking indemnification (the “Indemnified Party”) will give prompt written notice to the party from whom indemnification is sought (the “Indemnifying Party”) of any claim for which indemnification is sought under this Agreement. Failure to give such notice will not relieve the Indemnifying Party of its obligation to provide indemnification except to the extent that such failure materially adversely affects the ability of the Indemnifying Party to defend the applicable claim. The Indemnifying Party may elect to assume the defense and control of any such claim at its own cost and expense and the Indemnified Party will have the right to be represented by its own counsel at its own cost in such matters. The Indemnifying Party will use counsel reasonably acceptable to the Indemnified Party. Neither the Indemnifying Party, nor the Indemnified Party, will settle or dispose of any such matter in any manner without the prior written consent of the other party, which will not be unreasonably withheld or delayed. Each party will reasonably cooperate with the other party and its counsel in the course of defense of any claim, such cooperation including, without limitation, providing documents, information, and/or witnesses.




‍9.1 If any provision of this Agreement is found to be unenforceable or invalid, that provision will be limited or eliminated to the minimum extent necessary so that this Agreement will otherwise remain in full force and effect and enforceable.

9.2 This Agreement is not assignable, transferable or sublicensable by Customer except with Bitesize’s prior written consent. Bitesize may transfer and assign any of its rights and obligations under this Agreement without consent.

9.3 This Agreement is the complete and exclusive statement of the mutual understanding of the parties and supersedes and cancels all previous written and oral agreements, communications and other understandings relating to the subject matter of this Agreement, and that all waivers and modifications must be in a writing signed by both parties, except as otherwise provided herein. Bitesize may update these Terms from time to time at its sole discretion.

9.4 No agency, partnership, joint venture, or employment is created as a result of this Agreement and Customer does not have any authority of any kind to bind Bitesize in any respect whatsoever.

9.5 The parties shall endeavor to resolve any dispute with respect to this Agreement in good faith within 30 days of a dispute being raised by one party with the other party. Any unresolved controversy or claim arising out of or relating to this Agreement shall be submitted to binding arbitration under the auspices of JAMS in San Francisco, California in accordance with its rules then in effect, and judgment upon any award rendered in such arbitration will be binding and may be entered in any court having jurisdiction thereof. In any such action or proceeding, the prevailing party will be entitled to recover costs and attorneys’ fees. The decision of the arbitrator shall be final, binding, and conclusive upon the parties. Such decision shall be written and shall be supported by written findings of fact and conclusions which shall set forth the award, judgment, decree or order awarded by the arbitrator. This dispute resolution provision shall be governed by the Federal Arbitration Act.

9.6 All notices under this Agreement will be in writing and will be deemed to have been duly given when received, if personally delivered; when receipt is electronically confirmed, if transmitted by facsimile or e-mail; the day after it is sent, if sent for next day delivery by recognized overnight delivery service; and upon receipt, if sent by certified or registered mail, return receipt requested.

9.7 This Agreement shall be governed by the laws of the State of California without regard to its conflict of laws provisions.

9.8: Acceptable Use Policy: All Bitesize customers and users are subject to the Acceptable Use Policy, accessible at www.bitesize.co/aup

9.9 Force Majeure. No party shall be liable or responsible to the other Party, nor be deemed to have defaulted under or breached this Agreement, for any failure or delay in fulfilling or performing any term of this Agreement except for any obligations to make payments to the other party hereunder, when and to the extent such failure or delay is caused by or results from acts beyond the affected party’s reasonable control (“Force Majeure Event”). The party suffering a Force Majeure Event shall give notice within 3 days of the Force Majeure Event to the other party, stating the period of time the occurrence is expected to continue and shall use diligent efforts to end the failure or delay and ensure the effects of such Force Majeure Event are minimized.

9.10 Public Announcements and Case Studies. Neither party shall issue or release any announcement, statement, press release or other publicity or marketing materials relating to this Agreement or otherwise use the other party’s trademarks, service marks, trade names, logos, domain names or other indicia of source, affiliation or sponsorship, in each case, without the prior written consent of the other party. Bitesize may, subject to obtaining Customer’s consent, include Customer’s name and/or other indicia in its lists of Bitesize’s current or former customers of Bitesize in promotional and marketing materials. Additionally, upon consent of Customer, Bitesize shall prepare a case study relating to Customer’s access and use of the Services, including but not limited to one or more testimonials from Customer’s users, aggregated data of the results of Customer’s use of the Services, and other informational material as determined by Bitesize. Customer agrees to provide reasonable assistance to Bitesize and timely responses in Bitesize’s preparation of said case study.

Privacy Compliance Addendum

By executing this Agreement, Bitesize (“Supplier”) hereby certifies to Customer (“Customer”) that Supplier complies with the following obligations as of the Effective Date of this Agreement and will continue to comply with the following obligations for so long as Supplier maintains a business relationship with Customer or retains Customer-related Personal Information (as defined below).

Definitions. For the purposes of this Agreement, the following terms shall have the following meanings: 

Applicable Privacy Laws - All applicable current and future federal, state, and local laws, ordinances, regulations, and orders relating to privacy, data security, and the processing, storage, protection, and disclosure of Personal Information, including, but not limited to, the California Consumer Privacy Act (“CCPA”), California Privacy Rights Act (effective January 1, 2023) (“CPRA”), Colorado Privacy Act (effective July 1, 2023) (“CPA”), and Virginia Consumer Data Protection Act (effective January 1, 2023) (“VCDPA”).

Consumer - A natural person to whom Personal Information relates, directly or indirectly, and including, without limitation, a “consumer” as defined under Applicable Privacy Laws.

Consumer Rights Request - A request by a Consumer to exercise one or more rights provided to such Consumer under Applicable Privacy Laws.

Personal Information - Information that identifies, relates to, describes, is reasonable capable of being associated with, or could reasonably be linked, directly or indirectly, with an identified or identifiable person or household. 

Process or Processing - means any operation or set of operations that are performed upon Personal Data or on sets of Personal Data, whether or not by automatic means, such as access, collection, recording, organization, structuring, storage, adaptation or alteration, retrieval, consultation, use, disclosure by transmission, dissemination or otherwise making available, alignment or combination, restriction, erasure, or destruction. Process and its variants may be used uncapitalized in this addendum for ease of reading

Sale - Selling, renting, releasing, disclosing, disseminating, making available, transferring, or otherwise communicating orally, in writing, or by electronic or other means, Personal Information to a third party for monetary or other valuable consideration. A “sale” does not include disclosure of a Consumer’s Personal Information to a third party when the Consumer uses or directs Supplier or Customer, as applicable, to (i) intentionally disclose their Personal Information or (ii) intentionally interact with one or more third parties. “Sale” and its variants may be used uncapitalized in this addendum for ease of reading. 

Share - Sharing, renting, releasing, disclosing, disseminating, making available, transferring, or otherwise communicating orally, in writing, or by electronic or other means, Personal Information to a third party for cross-context behavioral advertising or targeted advertising (as defined under Applicable Privacy Laws), whether or not for monetary or other valuable consideration. “Share” does not include disclosure of a Consumer’s Personal Information to a third party when the Consumer uses or directs Supplier or Customer, as applicable, to (i) intentionally disclose their Personal Information or (ii) intentionally interact with one or more third parties. “Share” and its variants may be used uncapitalized in this addendum for ease of reading.

Obligations of Supplier Supplier complies and will comply at all times with Applicable Privacy Laws.

If Supplier provides services to Customer and receives or collects Personal Information from or on behalf of Customer for processing in connection with such services, then with regard to such Personal Information Supplier processes in connection with the services provided by it to Customer, the following provisions apply:

A. Supplier will process the Personal Information specified in this Agreement solely for the limited purposes and duration specified in this Agreement including in Exhibit A hereto.

B. Supplier understands and agrees that it will not (i) sell Personal Information; (ii) retain, use, or disclose Personal Information for any purpose other than the specific purpose of performing the services in Supplier’s Agreement with Customer, including retaining, using, or disclosing the Personal Information for a commercial purpose other than providing the services specified in this Agreement; (iii) retain, use, or disclose Personal Information outside of the direct business relationship between Supplier and Customer; or (iv) disclose Personal Information to any third party except for sub-processors (a) pursuant to a written contract restricting the sub-processors’ use and disclosure of such Personal Information to the same extent as Supplier and (b) after providing Customer written notice of such sub-processors’ engagement to process such Personal Information to which Customer has not objected within fifteen (15) business days of receiving such notice. 

C. Supplier will, within thirty (30) business days after Customer’ request, provide to Customer any and all relevant Personal Information in its possession or control and take all reasonable actions requested by Customer, at Supplier’s expense, to assist in Customer’s response to a Consumer Rights Request. Supplier will provide the requested information in a mutually acceptable electronic format. Personal Information is deemed within Supplier’s control if the Personal Information is possessed by Supplier or one of its affiliates, contractors, agents, employees, service providers, sub-processors, or representatives, or if Supplier is capable of directing the retrieval or deletion of such Personal Information. If Supplier is unable to delete all or part of a Consumer’s Personal Information for any reason, Supplier will notify Customer within the time frame for deletion and specify (i) the specific pieces of Personal Information that it is unable to delete and (ii) the legal basis for its refusal to delete each piece of Personal Information. Supplier will work with Customer in good faith to resolve any request for deletion that it asserts it is unable to fulfill.

D. In the event Supplier receives a Consumer Rights Request related to Personal Information, Supplier will inform the person of Supplier’s relationship with Customer and instruct the person to make their Consumer Rights Request directly to Customer.

E. Customer, or Customer’ designee, may monitor and audit Supplier’s use and disclosure of Personal Information for compliance with Applicable Privacy Laws and this Agreement, and Supplier will reasonably cooperate with such monitoring and auditing by Customer including, without limitation, by providing documentation and other information in its possession demonstrating its compliance with Applicable Privacy Laws and this Agreement. Supplier will promptly provide written notice to Customer if Supplier determines it is no longer able to meet its obligations under Applicable Privacy Laws or this Agreement. Upon receipt of such notice or after performing monitoring or auditing, Customer may take actions that, in its sole discretion, are appropriate to stop and/or remediate Supplier’s unauthorized or legally noncompliant use or disclosure of Personal Information.

Supplier will provide reasonable assistance to Customer in connection with Customer’ performance of data protection assessments and cybersecurity audits required by Applicable Privacy Laws.

Personal Information will be considered Customer’s confidential information for all purposes.

Upon termination of the Agreement, Supplier will return or destroy, at Customer’ option, Personal Information unless retention of such Personal Information is required by laws or regulations applicable to Supplier or Customer consents to the retention. 

Supplier will comply with all requirements, including contractual requirements, imposed by Applicable Privacy Laws upon its processing of the Personal Information even if such requirements are not enumerated herein such that Supplier will be deemed a service provider, data processor, or similar term under Applicable Privacy Laws with regard to such processing.

Supplier will provide all reasonable assistance to Customer to facilitate Customer’ compliance with Applicable Privacy Laws. 

Supplier will keep and provide to Customer, upon request, accurate and up-to-date records relating to the Processing of Personal Data by Supplier.

Upon termination of the Agreement, Supplier will return or destroy, at Customer’s option, all Personal Data in its possession or control unless retention of such Personal Data is required by laws or regulations applicable to Supplier or Customer consents to the retention thereof.

Exhibit A

Data Processing Instructions

Supplier will process Personal Information in accordance with the following instructions.

Nature and Purpose of Processing: Supplier will process Personal Information of prospective customers, past customers and current customers to assist Customer in selling vehicles, purchasing vehicles, booking service appointments, getting consumer feedback and providing helpful information to current and past consumers. It will accomplish this by sending text messages to customers per Customer’s instruction.

Types of Personal Information to be Processed: name, telephone number, email address, mailing address, purchase history, product inquiries, IP address, device ID and other similar identifiers.

Categories of Consumers about whom Personal Information Relates: consumers, prospective consumers, employees

Duration of Processing: Beginning on the Effective Date of this Agreement and continuing until terminated by either party in accordance with this Agreement as described above.

Contact Details of Supplier’s Data Protection Officer

Email: helpdesk@bitesize.co
In writing to: Bitesize - attn: privacy - 169 11th St - San Francisco CA - 94103