Effective starting: 01 January, 2025
This Agreement sets forth the terms and conditions governing the relationship between Dotwork and the Customer. "Customer" refers to the entity on whose behalf this Agreement is accepted, or if none, the individual accepting it.
If you are accepting this Agreement on behalf of an entity, you confirm that:
1. You have the legal authority to bind that entity.
2. You accept this Agreement on its behalf.
If you accept this Agreement using an email address associated with an entity:
1. You represent that entity.
2. Your acceptance binds the entity.
3. "You" or "Customer" will refer to that entity.
By clicking Agree (or similar confirmation) when placing an order or using the Products, you agree to be bound by this Agreement. If you do not agree, refrain from clicking or using the Products.
This Agreement aligns with industry best practices and standard SaaS agreements, ensuring a consistent experience for enterprise customers.
This Agreement applies to Orders for Products and related Support and Advisory Services. The terms of this Agreement apply to Cloud Products. In addition, Support and Advisory Services are subject to the applicable Policies.
2.1. Subject to the terms of this Agreement and for the duration of the applicable Subscription Term, Dotwork grants Customer a non-exclusive, worldwide right to use the Products, along with related Support and Advisory Services, solely for Customer’s and its Affiliates’ internal business purposes. This use must comply with the Documentation and remain within the Scope of Use specified in the Order and applicable Policies.
2.2. Restrictions. Except as expressly permitted by this Agreement, Customer must not, and must not allow any other party to: (a) rent, lease, sell, distribute, or sublicense the Products, or (except for Affiliates) include them in a service bureau or outsourcing offering; (b) provide access to the Products to any third party, except for Users; (c) charge customers a standalone fee for the Products; however, Customer may include the Products as part of a broader service offering for which it charges a fee; (d) use the Products to develop a similar or competing product or service; (e) reverse engineer, decompile, disassemble, or attempt to access the source code or non-public APIs of the Products; (f) modify or create derivative works of the Products; (g) interfere with or circumvent Product usage limits or Scope of Use restrictions; (h) remove, obscure, or alter any proprietary notices, attributions, or other markings within the Products; or (i) violate the Acceptable Use Policy.
2.3. DPA. The Data Processing Agreement (DPA) governs Customer’s use of the Products, Support, and Advisory Services and is incorporated as part of this Agreement.
3.1. Obligation. Customer may authorize Users to access and use the Products in accordance with the Documentation and Customer’s Scope of Use. Customer is responsible for ensuring its Users comply with this Agreement and for all activities undertaken by its Users, including any Orders they place and how they access and use Customer Data. Users to be at least 16 years old, with Customer responsible for enforcement.
3.2. Login Credentials. Customer must ensure that each User keeps his or her login credentials confidential. If Customer becomes aware of any unauthorized access to User login credentials or any other unauthorized access to or use of the Products, it must promptly notify Dotwork at support@dotwork.com.
3.3. Domains. If a Cloud Product requires the Customer to specify a domain for its operation or for a specific feature, Dotwork may verify that Customer or an Affiliate owns or controls the domain. If Dotwork is unable to verify such ownership or control, it has no obligation to provide the Cloud Product or feature.
4.1. Customer Data. Dotwork may process Customer Data as necessary to provide the Cloud Products and related Support or Advisory Services, in accordance with this Agreement.
4.2. Security Program. Dotwork has implemented and will maintain an information security program with appropriate physical, technical, and organizational measures designed to protect Customer Data from unauthorized access, destruction, use, modification, or disclosure, as outlined in the Security Measures. Additionally, Dotwork will maintain a compliance program that includes independent third-party audits and certifications, as described in its Security Measures. Further details about Dotwork’s security program can be found on the Dotwork Trust Center, which is updated periodically.
4.3. Service Levels. Where applicable, service level commitments for the Cloud Products are outlined in the Service Level Agreement.
4.4. Data Retrieval. The Documentation outlines the process for Customer to retrieve its Customer Data from the Cloud Products.
4.5. Removals and Suspension. Dotwork is not obligated to monitor Customer Data. However, if Dotwork determines that: (a) Customer Data may violate applicable Law, Section 2.2 (Restrictions), or contain infringing content, Dotwork may take action, including: (1) Terminating accounts of repeat copyright infringers; (2) Handling copyright complaints through the DMCA process, allowing affected users to submit a counter-notification; or (3) Requiring parties to resolve trademark disputes before reporting to Dotwork, which may take corrective actions such as reclaiming usernames that violate trademark rights. (b) Customer’s use of the Cloud Products threatens security or operations, Dotwork may: 1) Limit access to or remove the relevant Customer Data, 2) Suspend Customer’s or any User’s access to the affected Cloud Products. Dotwork may also take such actions if required by Law or upon governmental request. When practicable, Dotwork will provide Customer an opportunity to remedy the issue before enforcement.
5.1. Disclosures and Rights. Customer must ensure that it has made all necessary disclosures and obtained all required rights and consents for Dotwork to use Customer Data and Customer Materials in providing the Cloud Products, Support, or Advisory Services.
5.2. Product Assessment. Customer is responsible for assessing whether the Products meet its requirements and comply with any regulatory obligations relevant to its intended use.
5.3. Sensitive Health Information and HIPAA. Unless the parties have entered into a Business Associate Agreement, Customer must not (and must not allow others to) upload to the Cloud Products or use them to process any patient, medical, or other protected health information regulated under the Health Insurance Portability and Accountability Act (HIPAA).
6.1. Third-Party Code. This Agreement, along with the Third-Party Code Policy, governs the use of open-source software and commercial third-party software included in the Dotwork Product. Dotwork includes third-party software and open-source components in its Products, governed by their respective licenses. Except as provided in Section 10.1, Dotwork provides no warranties for third-party software, which is provided ‘as is,’ and disclaims liability for any failures, vulnerabilities, or security risks arising from its use to the extent such issues are outside Dotwork’s reasonable control. Customers must ensure compliance with applicable third-party licenses.
Dotwork will provide Support and Advisory Services as outlined in the Order and applicable Policies. The provision of these services is contingent upon Customer providing timely access to Customer Materials and any necessary personnel reasonably requested by Dotwork.
An Order is not binding until Dotwork provides its acceptance, which may be confirmed by sending a confirmation email, granting access to the Products, or making license or access keys available to Customer. No terms from any purchase order or other business form used by Customer will supersede, supplement, or apply to this Agreement. Upon receiving payment of the fees, Dotwork will promptly deliver login instructions or license keys for the Products electronically to Customer’s account or through other reasonable means.
9.1. Fees.
(a) Direct Purchases. If Customer purchases directly from Dotwork, the fees and payment terms are specified in Customer’s Order with Dotwork.
(b) Resellers. If Customer purchases through a Reseller, all applicable payments must be made directly to the Reseller. The Order placed by the Reseller with Dotwork on Customer’s behalf will specify the Products and Scope of Use.
(c) Renewals. Unless otherwise specified in an Order, and provided the Product, Support, or Advisory Services remain available, a Subscription Term will automatically renew at Dotwork’s prevailing rates. Renewal fees for any Subscription Term will not increase by more than 7% over the fees applicable to the immediately preceding Subscription Term, unless otherwise mutually agreed in writing, as follows: (1) If Customer’s prior Subscription Term was less than twelve (12) months, it will renew for the same duration as the prior term. (2) If Customer’s prior Subscription Term was twelve (12) months or more, it will renew for twelve (12) months. Dotwork will notify Customer of any price increases at least 30 days before renewal in accordance with Section 19.4 (Notices). Either party may opt not to renew a Subscription Term by providing notice before the end of the current term. Customer must submit a non-renewal notice by contacting Dotwork’s support team, or by otherwise notifying Dotwork. Either party may opt not to renew a Subscription Term by providing notice before the end of the current term. Customer must submit a non-renewal notice by contacting Dotwork’s support team, or by otherwise notifying Dotwork.
(d) Exceeding Scope of Use. If Customer exceeds its purchased Scope of Use, unless otherwise agreed in writing with Dotwork, Customer must either upgrade its subscription or pay for the increased Scope of Use. Unless otherwise specified in an applicable Order, Dotwork will charge Customer for any increased Scope of Use at Dotwork’s prevailing rates, which may be prorated for the remainder of the then-current Subscription Term.
(e) Refunds. All fees and expenses are non-refundable, except as otherwise provided in this Agreement. If Customer purchases through a Reseller, any applicable refunds from Dotwork related to that purchase will be issued by the Reseller, unless Dotwork expressly notifies Customer otherwise at the time of refund.
(f) Credit Cards. If Customer uses a credit card or similar online payment method for its initial Order, Dotwork may charge that payment method for renewals, additional Orders, Scope of Use overages, expenses, and any unpaid fees, as applicable.
9.2. Taxes.
(a) General Tax Treatment. All fees and expenses are exclusive of any sales, use, value-added, GST, withholding, or similar taxes or levies applicable to Customer’s Orders. Except for taxes on Dotwork’s net income, Customer is responsible for paying any such taxes or levies. Dotwork will itemize these separately on the applicable invoice, which Customer must pay in accordance with the invoice terms.
(b) Withholding. If Customer is required to withhold taxes from payments to Dotwork in certain jurisdictions, it must provide valid documentation from the relevant taxing authority confirming the remittance of withholding. This documentation must be submitted at the time of payment of the applicable invoice to Dotwork.
(c) Exemptions. If Customer claims an exemption from sales tax, VAT, GST, or similar taxes under this Agreement, it must provide Dotwork with a valid tax exemption certificate or tax ID at the time of the Order. Upon receiving valid evidence of exemption, Dotwork will exclude the applicable taxes from the relevant Customer invoice.
9.3. Suspension for Non-payment. If Customer’s payment is overdue, Dotwork may suspend Customer’s rights to use the Products or receive Support or Advisory Services, provided that Dotwork has given no fewer than ten (10) days’ written notice.
9.4. Termination Return Policy. Within thirty (30) days of placing its initial Order for a Product, Customer may terminate the Subscription Term for that Product, for any reason or no reason, by providing notice to Dotwork. Upon such termination, and upon Customer’s request (which may be submitted to support@dotwork.com), Dotwork will refund the amount paid for that Product and any associated Support under the applicable Order. Unless otherwise specified in the Order, this return policy does not apply to Advisory Services or Cloud Services after thirty (30) days from the date of the initial Order.
10.1. Performance Warranties. Dotwork warrants to Customer that during the applicable Subscription Term: (a) the Products will operate in substantial conformity with the applicable Documentation; (b) Dotwork will not materially reduce the functionality or overall security of the Products; and (c) Dotwork will use reasonable efforts to ensure that the Products, when provided, are free from viruses, malware, or similar malicious code. Each of the above warranties constitutes a “Performance Warranty".
10.2. Remedies for Performance Warranty. If Dotwork breaches a Performance Warranty and Customer submits a reasonably detailed warranty claim within 30 days of discovering the issue, Dotwork will use reasonable efforts to correct the non-conformity. If Dotwork determines that such a remedy is impracticable, either party may terminate the affected Subscription Term. In that case, Dotwork will refund Customer for any pre-paid, unused fees for the terminated portion of the Subscription Term. These procedures constitute Customer’s exclusive remedy and Dotwork’s entire liability for any breach of a Performance Warranty.
10.3. Warranty Limitations. The warranties in Section 10 (Dotwork Warranties) do not apply if the issue or non-conformity is caused by: (a) Customer’s unauthorized use or modification of the Products; (b) Unsupported releases of Cloud Clients; or (c) Third-Party Products.
10.4. Disclaimer of Warranties. Except as expressly stated in Section 10 (Dotwork Warranties), the Products, Support, Advisory Services, and all related Dotwork services and deliverables are provided “AS IS.” Dotwork makes no other warranties, whether express, implied, statutory, or otherwise, including warranties of merchantability, fitness for a particular purpose, title, or non-infringement. Dotwork does not warrant that Customer’s use of the Products will be uninterrupted or error-free. Additionally, Dotwork is not liable for delays, failures, or problems caused by the use of the internet, electronic communications, or other systems outside Dotwork’s control.
11.1. Term. This Agreement takes effect on the date Customer accepts it and continues until all Subscription Terms have expired or been terminated.
11.2. Customer Termination. Customer may terminate this Agreement or a Subscription Term at any time by providing notice. However, subject to Section 9.4 (Return Policy), Customer is not entitled to any refunds upon termination after the initial thirty (30)-day period specified in Section 9.4. Any unpaid amounts for the then-current Subscription Term and any related service periods will become immediately due and payable upon termination.
11.3. Termination for Cause. Either party may terminate this Agreement or a Subscription Term if the other party: (a) fails to cure a material breach of this Agreement (including non-payment of fees) within 30 days after receiving notice; (b) ceases operations without a successor; or (c) seeks protection under bankruptcy, receivership, trust deed, creditors’ arrangement, composition, or a comparable proceeding, or if such a proceeding is instituted against that party and not dismissed within 60 days. If Customer terminates this Agreement or a Subscription Term under this Section 11.3, Dotwork will refund any pre-paid, unused fees for the terminated portion of the Agreement or applicable Subscription Term.
11.4. Effect of Termination. Upon expiration or termination of this Agreement or any Subscription Term: (a) Customer’s rights to use the applicable Products, Support, and Advisory Services terminate immediately; (b) Customer must immediately cease access to the Cloud Products; and (c) Customer must delete or, upon request, return all license keys and access credentials. Following expiration or termination, unless prohibited by Law, Dotwork will delete Customer Data in accordance with the Documentation.
11.5. Survival. The following sections will survive the expiration or termination of this Agreement: 2.2 (Restrictions), 4.2 (Security Program), 9.1 (Fees), 9.2 (Taxes), 10.4 (Disclaimer of Warranties), 11.4 (Effect of Termination), 11.5 (Survival), 12 (Ownership), 13 (Limitations of Liability) 14 (Indemnification by Dotwork) 15 (Confidentiality) 16.4 (Disclaimer) 17 (Feedback) 19 (General Terms) 20 (Definitions)
Except as expressly stated in this Agreement, neither party grants the other any rights or licenses to its intellectual property. As between the parties: Customer retains all intellectual property and other rights in Customer Data and Customer Materials provided to Dotwork or used with the Products. Dotwork and its licensors retain all intellectual property and other rights in the Products, any Support and Advisory Services deliverables, related source code, Dotwork technology, templates, formats, and dashboards, including any modifications or improvements.
13.1. Damages Waiver. Except for excluded claims (as defined below), neither party (nor its suppliers) will have any liability arising out of or related to these terms for any loss of use, lost or inaccurate data, lost profits, failure of security mechanisms, interruption of business, costs of delay, or any indirect, special, incidental, reliance, or consequential damages of any kind, even if informed of the possibility of such damages in advance.
13.2. Liability Cap. Except for excluded claims, each party’s and its suppliers’ aggregate liability to the other arising out of or related to these terms will not exceed the amount actually paid by you to us for the cloud products and additional services giving rise to the liability in the twelve (12) months immediately preceding the claim.
13.3. Excluded Claims. “Excluded Claims” means: (a) Customer’s breach of Section 2.2 (Restrictions) or Section 6 (Customer Obligations); or (b) Either party’s breach of Section 15 (Confidentiality), excluding claims related to Customer Data or Customer Materials; or (c) Amounts payable to third parties under Dotwork’s obligations in Section 14 (Indemnification by Dotwork).
13.4. Special Claims Liability Cap. For Special Claims, Dotwork’s total aggregate liability under this Agreement will be the lesser of: (a) Two times (2x) the amounts paid to Dotwork for the Products, Support, and Advisory Services that gave rise to the Special Claim during the twelve (12) months preceding the first event that led to the claim; or (b) US$3,000,000. “Special Claims” means any unauthorized disclosure of Customer Data or Customer Materials caused by Dotwork’s breach of its obligations under Section 4.2 (Security Program).
13.5. Applicability of Limitations. The exclusions and limitations in Section 13 (Limitations of Liability) apply regardless of the form of action, whether based on contract, tort (including negligence), strict liability, or any other legal theory. These limitations will survive and remain in effect even if any limited remedy provided in this Agreement fails to achieve its essential purpose.
14.1. IP Indemnification. Dotwork must: (a) Defend Customer against any third-party claim alleging that the Products, when used by Customer as authorized under this Agreement, infringe a third party’s intellectual property rights (an “Infringement Claim”); and (b) Indemnify and hold harmless Customer against any damages, fines, or costs (including reasonable attorneys’ fees) that are finally awarded by a court of competent jurisdiction or agreed upon in settlement by Dotwork as a result of an Infringement Claim.
14.2. Conditions. Dotwork’s obligations under Section 14.1 (IP Indemnification) are subject to Customer: (a) Providing sufficient notice of the Infringement Claim to avoid prejudicing Dotwork’s defense; (b) Granting Dotwork the exclusive right to control and direct the investigation, defense, and settlement of the Infringement Claim; and (c) Offering all reasonably requested cooperation, with Dotwork covering any reasonable out-of-pocket expenses incurred by Customer. Customer may participate in the defense of an Infringement Claim with its own counsel, but at its own expense.
14.3. Settlement. Customer may not settle an Infringement Claim without Dotwork’s prior written consent. Similarly, Dotwork may not settle an Infringement Claim without Customer’s prior written consent if the settlement would require Customer to admit fault or take (or refrain from taking) any action, except for actions related to the use of the Products.
14.4. Response to Claims. In response to an actual or potential Infringement Claim, Dotwork may, at its discretion: (a) Procure the necessary rights for Customer to continue using the Products; (b) Replace or modify the allegedly infringing portion of the Products, provided the overall functionality remains unchanged; or (c) Terminate the affected Subscription Term and refund Customer any pre-paid, unused fees for the terminated portion of the Subscription Term.
14.5. Exceptions. Dotwork’s obligations under Section 14 (Indemnification by Dotwork) do not apply if an Infringement Claim arises from: (a) Customer’s modification or unauthorized use of the Products; (b) Use of the Products in combination with items not provided by Dotwork (including Third-Party Products); or (c) Third-Party Products, Customer Data, or Customer Materials.
14.6. Exclusive Remedy. This Section 14 (Indemnification by Dotwork) constitutes Customer’s exclusive remedy and Dotwork’s entire liability for any third-party intellectual property infringement claims.
15.1. Definition. “Confidential Information” refers to information disclosed by one party to the other under or in connection with this Agreement that: (a) is explicitly designated as proprietary or confidential by the disclosing party; or (b) should reasonably be understood as proprietary or confidential based on its nature and the circumstances of disclosure. Dotwork’s Confidential Information includes any source code and technical or performance information related to the Products. Customer’s Confidential Information includes Customer Data and Customer Materials.
15.2. Confidentiality Obligations. Unless expressly authorized in writing by the disclosing party, the receiving party must: (a) Keep the disclosing party’s Confidential Information confidential and not disclose it to third parties, except as permitted under this Agreement; and (b) Use the Confidential Information only to fulfill its obligations and exercise its rights under this Agreement. The receiving party may share Confidential Information with its employees, agents, contractors, and other representatives who have a legitimate need to know (including, for Dotwork, subcontractors referenced in Section 19.11 (Subcontractors and Affiliates)), provided that: The receiving party remains responsible for their compliance with this Section 15 (Confidentiality); and They are bound by confidentiality obligations that are at least as protective as those in this Section 15 (Confidentiality).
15.3. Exclusions. The confidentiality obligations in this Agreement do not apply to information that the receiving party can demonstrate: (a) Is or becomes publicly available through no fault of the receiving party; (b) Was lawfully known or possessed by the receiving party before receiving it under this Agreement, without violating any confidentiality obligations; (c) Was received from a third party without breach of any confidentiality obligations; or (d) Was independently developed by the receiving party without using the disclosing party’s Confidential Information. The receiving party may also disclose Confidential Information if required by Law, subpoena, or court order, provided that (if permitted by Law) it notifies the disclosing party in advance and cooperates, at the disclosing party’s expense, in any reasonable effort to obtain confidential treatment.
15.4. Remedies. Unauthorized use or disclosure of Confidential Information may cause substantial harm for which monetary damages alone would be an insufficient remedy. Therefore, each party may seek equitable relief, including injunctive relief, in addition to any other remedies available, for any actual or anticipated breach of Section 15 (Confidentiality).
16.1. Access. Customer may access certain Products or Product features on a free, fully discounted, or trial basis, or as an alpha, beta, or early access offering (“Free or Beta Products”). Use of Free or Beta Products is subject to this Agreement and any additional terms specified by Dotwork, including the applicable scope and term of use.
16.2. Termination or Modification. Dotwork reserves the right to modify or terminate Customer’s access to Free or Beta Products, including applicable terms, at any time and without liability. If Dotwork modifies the Free or Beta Products or Customer’s use of them, Customer must accept those modifications to continue accessing or using the Free or Beta Products.
16.3. Limitations. Free or Beta Products may be inoperable, incomplete, or contain errors and bugs. They may also include features that Dotwork may never release. Additionally, all features and performance information related to Free or Beta Products are considered Dotwork’s Confidential Information.
16.4. Disclaimer. Notwithstanding any other provision in this Agreement, and to the maximum extent permitted by Law, Dotwork provides no warranty, indemnity, service level agreement, or support for Free or Beta Products. Additionally, Dotwork’s total aggregate liability for Free or Beta Products is limited to US $100.
Dotwork may identify Customer as a Dotwork customer in its promotional materials as part of the consideration for any discounts, promotional pricing, or special offers provided to Customer under this agreement. Customer may opt out of such identification by submitting a written request to info@dotwork.com. Upon receipt of the request, Dotwork will immediately cease using Customer’s identity in promotional materials, and any associated discounts, promotional pricing, or special offers tied to this provision will terminate, with Customer reverting to standard pricing terms effective immediately.
If Customer provides Dotwork with feedback or suggestions regarding the Products or other Dotwork offerings, Dotwork may use the feedback or suggestions without restriction or obligation.
19.1. Compliance with Laws. Each party must comply with all Laws applicable to its business in performing obligations or exercising rights under this Agreement.
19.2. Assignment.
(a) Customer may not assign or transfer any of its rights or obligations under this Agreement or an Order without Dotwork’s prior written consent. However, Customer may assign this Agreement in its entirety (including all Orders) to a successor resulting from a merger, acquisition, or sale of all or substantially all of its assets or voting securities, provided that Customer: Provides Dotwork with prompt written notice of the assignment, and Ensures that the assignee agrees in writing to assume all of Customer’s obligations under this Agreement and complies with Dotwork’s procedural and documentation requirements to effect the assignment.
(b) Any attempted transfer or assignment by Customer, except as expressly permitted above, is null and void.
(c) Dotwork may assign its rights and obligations under this Agreement (in whole or in part) without Customer’s consent.
19.3. Governing Law, Jurisdiction and Venue.
(a) This Agreement is governed by the laws of the State of Texas, with jurisdiction and venue for actions related to this Agreement in the state and U.S. federal courts located in Georgetown, Texas.
(b) This Agreement will be governed without regard to conflict of law principles. Both parties submit to the personal jurisdiction of the applicable courts. The United Nations Convention on the International Sale of Goods does not apply to this Agreement.
19.4. Notices.
(a) Except as specified elsewhere in this Agreement, notices must be in writing and are deemed given upon: (1) Personal Delivery, (2) Receipt by the addressee if sent via a recognized overnight courier with receipt requested, (3) The third business day after mailing, or (4) the first business day after sending by email (except that email is not sufficient for notices regarding Infringement Claims, breach allegations against Dotwork, or Customer’s termination under Section 11.3 (Termination for Cause)).
(b) Notices to Dotwork must be provided at legal@dotwork.com.
(c) Notices to Customer must be sent to the billing or technical contact provided to Dotwork, which may be updated in Customer’s support portal. Dotwork may also send general or operational notices via email, its website, or through the Products. Customer may subscribe for email updates about this Agreement at legal@dotwork.com.
19.5. Entire Agreement. This Agreement constitutes the entire agreement between the parties regarding its subject matter and supersedes any prior or contemporaneous agreements on the same subject. In the event of a conflict among the documents that make up this Agreement, the main body of the Agreement (Sections 1–20) will control, except that the Policies, Product-Specific Terms, and DPA will control for their respective subject matter.
19.6. Dotwork Offerings. Dotwork provides additional offerings that may be used with the Products, which may be subject to separate terms and conditions available at www.dotwork.com/legal. These offerings include, but are not limited to, training services. For clarity, this Agreement takes precedence over any conflicting terms related to Customer’s use of the Products.
19.7. Interpretation, Waivers and Severability. Headings in this Agreement are for convenience only. “Including” and similar terms are to be construed without limitation. Waivers must be in writing and signed by an authorized representative of the waiving party. If any provision of this Agreement is found invalid, illegal, or unenforceable, it will be limited to the minimum extent necessary so the remainder of the Agreement remains in effect.
19.8. Changes to this Agreement.
(a) Dotwork may modify this Agreement (including the Policies, Product-Specific Terms, and DPA) by posting the changes on its website. Dotwork must use commercially reasonable efforts to post modifications at least 30 days before they become effective.
(b) For free subscriptions, modifications take effect during the current Subscription Term, per Dotwork’s notice.
(c) For paid subscriptions: modifications take effect at the next Order or renewal, unless either party opts not to renew per Section 9.1(c) (Renewals). Dotwork may apply modifications during an ongoing Subscription Term if: (1) Required to comply with Law, or (2) Necessary to reflect updates to Product functionality or new features. If Customer objects, it may terminate the remainder of the Subscription Term for the affected Products as its exclusive remedy. To exercise this right, Customer must notify Dotwork within 30 days of the modification notice, and Dotwork will refund pre-paid fees for the terminated portion of the Subscription Term.
19.9. Force Majeure. Neither party will be liable for delays or failures in performance under this Agreement (excluding payment obligations) resulting from circumstances beyond its reasonable control, provided such circumstances were not caused by that party’s fault or negligence.
19.10. Subcontractors and Affiliates. Dotwork may use subcontractors or Affiliates to fulfill its obligations under this Agreement. However, Dotwork remains responsible for overall performance and will have appropriate written agreements in place with its subcontractors to ensure compliance.
19.11. Independent Contractors. The parties are independent contractors. Nothing in this Agreement creates an agency, partnership, or joint venture between them.
19.12. Export Restrictions. The Products may be subject to U.S. export restrictions and import restrictions in other jurisdictions. Customer must comply with all applicable export and import Laws in its access, use, and download of the Products or related content. Customer must not (nor permit others to): (a) Export, re-export, transfer, or disclose the Products to any U.S.-embargoed jurisdiction or its nationals/residents; (b) Provide access to any party listed on U.S. or non-U.S. restricted or denied-party lists; or (c) Use the Products in violation of U.S. export Laws or for restricted end uses.
19.13. No Contingencies. The Products, Support and Advisory Services in each Order are purchased separately and not contingent on purchase or use of other Dotwork products and services, even if listed in the same Order. Customer’s purchases are not contingent on delivery of any future functionality or features.
“Acceptable Use Policy” – Dotwork’s acceptable use policy, available at Dotwork Acceptable Use Policy.
“Advisory Services” – Advisory services as described in the Advisory Services Policy.
“Advisory Services Policy” – Dotwork’s advisory services policy, available at Advisory Services Policy.
“Affiliate” - Any entity that directly or indirectly owns, controls, or is under common control with a party, where: “Ownership” means holding more than 50% of an entity’s voting equity securities or equivalent voting interests. “Control” means having the power to direct management or affairs of an entity.
“Agreement” - This Dotwork Customer Agreement, including the Product-Specific Terms, DPA, and Policies.
“Cloud Products” means Dotwork’s Cloud Products, including client software for its Cloud Products (“Cloud Clients”).
“Customer Data” – Any data, content, or materials provided to Dotwork by or at the direction of Customer or its Users via the Cloud Products, including data from Third-Party Products.
“Customer Materials” – Materials and resources provided by Customer to Dotwork in connection with Support or Advisory Services.
“Documentation” – Dotwork’s usage guidelines and technical documentation for a Product, available from within the Dotwork Software, unless otherwise specified in Product-Specific Terms.
“DPA” – The Dotwork Data Processing Addendum, available at Dotwork DPA.
“Laws” – All applicable laws, regulations, conventions, decrees, decisions, orders, judgments, codes, and governmental requirements at any level (federal, state, local, or international).
“Order” – Dotwork’s ordering document, online sign-up, or other ordering process specifying the Products, Support, or Advisory Services under this Agreement, accepted in accordance with Section 9 (Ordering Process and Delivery).
“Policies” – Includes the following: Acceptable Use Policy, Advisory Services Policy, Guidelines for Reporting Copyright and Trademark Violations, Privacy Policy, Security Measures, Service Levels, Support Policy, Third-Party Code Policy, and any additional policies specified in Product-Specific Terms.
“Privacy Policy” – Dotwork’s privacy policy, available at Dotwork Privacy Policy.
“Products” – The Cloud Products made available by Dotwork under an Order.
“Reseller” – A Dotwork-authorized partner that resells Dotwork’s Products, Support, and Advisory Services to customers.
“Scope of Use” – Customer’s entitlements to the Products, which may be based on: (1) licenses, copies, or instances, (2) entity, division, business unit, website, or field of use, (3) number and type of Users, (4) usage-based metrics (e.g., queries, requests, or other billable units), or (5) other restrictions specified in the Order.
“Security Measures” – Dotwork’s security practices, available at Dotwork Security Measures.
“Service Level Agreement” – The service level commitments for a Cloud Product, as described at Dotwork SLA.
“Subscription Term” – The period for which Customer is entitled to use the Products, Support, and Advisory Services, as defined in an Order.
“Support” – The level of support for the Products, corresponding to Customer’s Scope of Use, as outlined in the Support Policy.
“Support Policy” – Dotwork’s support offerings documentation, available at Dotwork Support Policy.
“Third-Party Code Policy” – Dotwork’s third-party code policy, available at Dotwork Third-Party Code Policy.
“User” – Any individual that Customer authorizes to use the Products. Users may include: (1) customer’s or its Affiliates’ employees, consultants, contractors, and agents, (2) third parties with whom Customer or its Affiliates transact business, (3) individuals invited by Customer’s users, (4) individuals under managed accounts, or (5) individuals interacting with a Product as Customer’s customer.