DOOLY RESEARCH LTD.
Terms of Service
This Terms of Service (“Agreement”) is between Dooly Research Ltd.
(“Dooly”) and the named customer (“Customer”) and is effective as of the date identified
in the Order (“Effective Date”).
This Agreement allows Customer and its Affiliates to purchase access to Dooly’s
subscription Service under one or more Orders.
Dooly is the world’s first connected workspace for revenue teams. Giving
salespeople back the freedom to sell, Dooly helps sellers hit quota by saving them 5+ hours of Salesforce grunt
work every week. Businesses worldwide — including Asana, BigCommerce, and Intercom — use Dooly to
align their teams on a single platform that helps everyone become a top performer.
2.1. Permitted Use. During the Subscription Term, Customer may
access and use the Service only for its internal business purposes in accordance with the Customer’s Order,
Renewal and this Agreement (as the case may be), including any usage limits in an Order. This includes the right
to use the Software as part of Customer’s authorized use of the Service.
2.2.Users. Only Users may access or use the Service. Each
User must keep login credentials confidential and not share them with anyone else. Customer is responsible for its
Users’ compliance with this Agreement and actions taken through their accounts (excluding misuse of accounts
caused by Dooly’s breach of this Agreement). Customer will promptly notify Dooly if it becomes aware of any
compromise of its User login credentials. Dooly uses User account information as described in its Privacy Policy.
2.3.Administrators. Customer may designate a User as an
administrator (or “master” administrator) with control over Customer’s Service account,
including management of Users and Customer Data, as described in the Documentation. Customer is fully responsible
for its choice of administrators and any actions they take. Customer agrees that Dooly’s responsibilities do
not extend to the internal management or administration of the Service for Customer. Dooly reserves the right to
refuse registration of, or cancel passwords it deems inappropriate.
2.4. Restrictions. Customer will not (and will not permit
anyone else to) do any of the following: (a) provide access to, distribute, sell or sublicense the Service to a
third party, (b) use the Service on behalf of, or to provide any product or service to, third parties, (c) use the
Service to develop a similar or competing product or service, (d) scrape, data mine, reverse engineer, decompile,
disassemble or seek to discover or access the source code, underlying ideas, underlying user interface techniques
or algorithms, or non-public APIs to or unauthorized data from the Service, except to the extent expressly
permitted by Law (and then only with prior notice to Dooly), (e) modify or create derivative works of the Service
or copy any element of the Service (other than authorized copies of the Software), (f) remove or obscure any
proprietary notices in the Service or otherwise misrepresent the source of ownership of the Service, (g)
publish benchmarks or performance information about the Service, (h) interfere with
the Service’s operation, circumvent its access restrictions or conduct any security or vulnerability test of
the Service, (i) transmit any viruses or other harmful materials to the Service, (j) allow Users to share User
seats, (k) engage in any fraudulent, misleading, illegal or unethical activities related to the Service, (l) use
the Service to store or transmit material which contains illegal, inappropriate or racially or morally offensive
topics or content, (m) remove any proprietary notices or labels. Although Dooly has no obligation to monitor
Customer’s use of the Services, Dooly may do so and may prohibit any use of the Services it believes may be
(or alleged to be) in violation of the foregoing.
During the Subscription Term, the Service will be subject to the SLA (Exhibit A) and Dooly will provide Support
in accordance with the Support
Policy (Exhibit B).
4.1. Data Use. Customer grants Dooly the non-exclusive,
worldwide right to use, copy, store, transmit, display and, modify Customer Data, but only as necessary to provide
the Service, Support and any Technical Services to Customer under this Agreement.
4.2. Security. Dooly uses reasonable technical and
organizational measures designed to protect the Service and Customer Data as described in the Security Policy
which can be found here https://www.dooly.ai/security/.
4.3. Personal Data. Each party agrees to comply with the DPA.
Sent under separate cover along with the SOC2 Report after a signed NDA.
4.4. Disaster Recovery and Business
Continuity. Dooly has and will maintain a disaster recovery and business continuity plan.
Sent under separate cover along with the SOC2 Report after a signed NDA.
Customer is responsible for its Customer Data, including its content and accuracy, and
agrees to comply with Laws in using the Service. Customer represents and warrants that it has made all disclosures
and has all rights, consents and permissions necessary to use its Customer Data with the Service and grant Dooly
the rights in Section 4.1 (Data Use), all without violating or infringing Laws, third-party rights (including
intellectual property, publicity or privacy rights) or any terms or privacy policies that apply to the Customer
Data.
Only where necessary, Dooly may suspend Customer’s access to the Service and
related services if Customer breaches Section 2.4 (Restrictions) or Section 5 (Customer Obligations), if
Customer’s account is 20 days or more overdue or if Customer’s actions risk harm to other customers or
the security, availability or integrity of the Service. Dooly will use reasonable efforts to provide Customer with
prior notice of the suspension. Once Customer resolves the issue requiring suspension, Dooly will promptly restore
Customer’s access to the Service in accordance with this Agreement.
7.1. Customer may choose to use the Service with Third-Party Platforms. Use of Third-Party Platforms is subject
to Customer’s agreement with the relevant provider and
not this Agreement. Dooly does not warrant, support, control, and has no liability for, Third-Party Platforms,
including their security, functionality, operation, availability or interoperability or how the Third-Party
Platforms or their providers use Customer Data. If Customer enables a Third-Party Platform with the Service, Dooly
may access and exchange Customer Data with the Third-Party Platform on Customer’s behalf.
7.2. The Service may contain features designed to interoperate with Third-Party
Platforms. Dooly cannot guarantee the continued availability of such Service features, and
may cease providing them without entitling Customer to any refund, credit, or other compensation, if for example
and without limitation, the provider of a Third-Party Platform ceases to make the Third-Party Platform available
for interoperation with the corresponding Service features in a manner acceptable to Dooly.
Any purchased Technical Services are as described in the relevant Order. Any Technical
Services deliverables relate to the configuration or use of the Service. Customer may use Technical Services
deliverables only as part of its authorized use of the Service, subject to the same terms as for the Service in
Section 2 (The Service) and Section 5 (Customer Obligations).
9.1. Subscription Term. Unless otherwise specified in the
applicable Order (monthly billing or annual billing), each Subscription Term will renew for successive 12-month
periods, unless either party gives the other party notice of non-renewal at least 90 days before the current
Subscription Term ends.
9.2. Fees and Taxes. Fees are as described in each Order. Fees
are invoiced on the schedule in the Order and reimbursable expenses are invoiced in arrears. Unless the Order
provides otherwise, all fees and expenses are due within 30 days of the invoice date. Fees for renewal
Subscription Terms are at Dooly’s then-current rates, regardless of any discounted pricing in a prior Order.
Late payments are subject to a service charge of 1.5% per month or the maximum amount allowed by Law, whichever is
less. All fees and expenses are non-refundable except as set out in Section 10.2 (Warranty Remedy), Section 14.4
(Mitigation and Exceptions) and the SLA. Customer is responsible for any sales, use, GST (or other national or
harmonized sales tax), value-added, withholding or similar taxes or levies that apply to its Orders, whether
domestic or foreign (“Taxes”), other than Dooly’s income tax. Fees and expenses are exclusive of
Taxes.
9.3. Usage Limits. Services are subject to usage limits
(number of user seats) specified in the Order or in self-serve online orders. If Customer’s use of the
Services exceeds the number of user seats set forth on the Order Form or otherwise owes additional fees based on
Customer’s use (per the terms of this Agreement), Customer shall be billed for such usage and Customer
agrees to pay the additional fees at Customer’s current rate in the same manner provided in the Order.
9.4. Fee changes. Company reserves the right to change 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).
9.5. Fee disputes. If Customer believes that Company has
billed Customer incorrectly, Customer must contact Company no later than 60 days after the closing date on the
first billing statement in which the error or problem appeared, and provide sufficient justification in order to
receive an adjustment or credit. Inquiries should be directed to the Company’s customer support department.
9.6. Affiliate Orders. An Affiliate of Customer may enter its own Order(s) as mutually agreed with Dooly. This
creates a
separate agreement between the Affiliate and Dooly incorporating this Agreement with the Affiliate treated as
“Customer”. Neither Customer nor any Customer Affiliate has any rights under each other’s
agreement with Dooly, and breach or termination of any such agreement is not breach or termination under any
other.
10.1. Limited Warranty. Dooly warrants to Customer that:
(a) the Service will perform materially as described in the Documentation and Dooly
will not materially decrease the overall functionality of the Service during a Subscription Term (the
“Performance Warranty”); and
(b) Dooly will perform any Technical Services in a professional and workmanlike manner
(the “Technical Services Warranty”).
10.2. Warranty Remedy. If Dooly breaches Section 10.1 (Limited
Warranty) and Customer makes a reasonably detailed warranty claim within 30 days of discovering the issue, then
Dooly will use reasonable efforts to correct the non-conformity. If Dooly cannot do so within 60 days of
Customer’s warranty claim, either party may terminate the affected Order as relates to the non-conforming
Service or Technical Services. Dooly will then refund to Customer any pre-paid, unused fees for the terminated
portion of the Subscription Term (for the Performance Warranty) or for the non-conforming Technical Services (for
the Technical Services Warranty). These procedures are Customer’s exclusive remedy and Dooly’s entire
liability for breach of the warranties in Section 10.1. These warranties do not apply to (a) issues caused by
misuse or unauthorized modifications, (b) issues in or caused by Third-Party Platforms or other third-party
systems or (c) Trials and Betas or other free or evaluation use.
10.3. Disclaimers. Except as expressly provided in Section
10.1 (Limited Warranty), the Service, Support, Technical Services and all related Dooly services are provided
“AS IS”. Dooly and its suppliers make no other warranties, whether express, implied, statutory or
otherwise, including warranties of merchantability, fitness for a particular purpose, title or non-infringement.
Without limiting its express obligations in Section 3 (SLA and Support), Dooly does not warrant that
Customer’s use of the Service will be uninterrupted or error-free or that the Service will meet
Customer’s requirements, operate in combination with third-party services used by Customer or maintain
Customer Data without loss. Dooly is not liable for delays, failures or problems inherent in use of the Internet
and electronic communications or other systems outside Dooly’s control. Customer may have other statutory
rights, but any statutorily required warranties will be limited to the shortest legally permitted period.
11.1. Term. This Agreement starts on the Effective Date and
continues until expiration or termination of all Subscription Terms.
11.2. Termination. Either party may terminate this Agreement
(including all Orders) if the other party (a) fails to cure a material breach of this Agreement (including a
failure to pay fees) within 30 days after notice, (b) ceases operation without a successor or (c) seeks protection
under a bankruptcy, receivership, trust deed, creditors’ arrangement, composition or comparable proceeding,
or if such a proceeding is instituted against that party and not dismissed within 60 days.
11.3. Effect of Termination. Upon expiration or termination of
this Agreement or an Order, Customer’s access to the Service and Technical Services will cease, other than
limited use of the Service to export Customer Data as described in Section 4.4 (Data Export). At the disclosing
party’s request upon expiration or termination of this Agreement, the receiving party will delete all of the
disclosing party’s Confidential Information (excluding Customer Data, which is addressed in Section 4.4).
Customer Data and other Confidential Information may be retained in the receiving party’s standard backups
after deletion but will remain subject to this Agreement’s confidentiality restrictions.
11.4. Survival. These Sections survive expiration or
termination of this Agreement: 2.4 (Restrictions), 4.4 (Data Export), 5 (Customer Obligations), 9.2 (Fees and
Taxes), 10.3 (Disclaimers), 11.3 (Effect of Termination), 11.4 (Survival), 12 (Ownership), 13 (Limitations of
Liability), 14 (Indemnification), 15 (Confidentiality), 16 (Required Disclosures), 19 (General Terms) and 20
(Definitions). Except where an exclusive remedy is provided, exercising a remedy under this Agreement, including
termination, does not limit other remedies a party may have.
Neither party grants the other any rights or licenses not expressly set out in this
Agreement. Except for Dooly’s use rights in this Agreement, between the parties Customer retains all
intellectual property and other rights in Customer Data and Customer Materials provided to Dooly. Except for
Customer’s use rights in this Agreement, Dooly and its licensors retain all intellectual property and other
rights in the Service, any Technical Services deliverables and related Dooly technology, templates, formats and
dashboards, including any modifications or improvements to these items made by Dooly. Dooly may generate and use
Usage Data to operate, improve, analyze and support the Service and for other lawful business purposes. If
Customer provides Dooly with feedback or suggestions regarding the Service or other Dooly offerings, Dooly may use
the feedback or suggestions without restriction or obligation.
13.1. Consequential Damages Waiver. Except for Excluded
Claims, neither party (nor its suppliers) will have any liability arising out of or related to this Agreement for
any loss of use, lost data, lost profits, failure of security mechanisms, interruption of business or any
indirect, special, incidental, reliance or consequential damages of any kind, even if informed of their
possibility in advance.
13.2. Liability Cap. Except for Excluded Claims, each
party’s (and its suppliers’) entire liability arising out of or related to this Agreement will not
exceed in aggregate the amounts paid or payable by Customer to Dooly during the prior 12 months under this
Agreement.
13.3. Excluded Claims. “Excluded Claims” means:
(a) Customer’s breach of Sections 2.4 (Restrictions) or 5 (Customer Obligations), (b) either party’s
breach of Section 15 (Confidentiality) (but excluding claims relating to Customer Data) or (c) amounts payable to
third parties under the indemnifying party’s obligations in Section 14 (Indemnification).
13.4. Nature of Claims and Failure of Essential Purpose. The
waivers and limitations in this Section 13 apply regardless of the form of action, whether in contract, tort
(including negligence), strict liability or otherwise and will survive and apply even if any limited remedy in
this Agreement fails of its essential purpose.
14.1. Indemnification by Dooly. Dooly will defend Customer
from and against any third-party claim to the extent alleging that the Service, when used by Customer as
authorized in this Agreement, infringes a third party’s patent, copyright, trademark or trade secret, and
will indemnify and hold harmless Customer against any damages or costs awarded against Customer (including
reasonable attorneys’ fees) or agreed in settlement by Dooly resulting from the claim.
14.2. Indemnification by Customer. Customer will defend Dooly
from and against any third-party claim to the extent resulting from Customer Data, Customer Materials or
Customer’s breach or alleged breach of Section 5 (Customer Obligations), and will indemnify and hold
harmless Dooly against any damages or costs awarded against Dooly (including reasonable attorneys’ fees) or
agreed in settlement by Customer resulting from the claim.
14.3. Procedures. The indemnifying party’s obligations
in this Section 14 are subject to receiving (a) prompt notice of the claim, (b) the exclusive right to control and
direct the investigation, defence and settlement of the claim and (c) all reasonably necessary cooperation of the
indemnified party, at the indemnifying party’s expense for reasonable out-of-pocket costs. The indemnifying
party may not settle any claim without the indemnified party’s prior consent if settlement would require the
indemnified party to admit fault or take or refrain from taking any action (other than relating to use of the
Service, when Dooly is the indemnifying party). The indemnified party may participate in a claim with its own
counsel at its own expense.
14.4. Mitigation and Exceptions. In response to an actual or
potential infringement claim, if required by settlement or injunction or as Dooly determines necessary to avoid
material liability, Dooly may at its option: (a) procure rights for Customer’s continued use of the Service,
(b) replace or modify the allegedly infringing portion of the Service to avoid infringement without reducing the
Service’s overall functionality or (c) terminate the affected Order and refund to Customer any pre-paid,
unused fees for the terminated portion of the Subscription Term. Dooly’s obligations in this Section 14 do
not apply (1) to infringement resulting from Customer’s modification of the Service or use of the Service in
combination with items not specified in the Documentation or provided by Dooly (including Third-Party Platforms),
(2) to infringement resulting from Software other than the most recent release, (3) to unauthorized use of the
Service, (4) if Customer settles or makes any admissions about a claim without Dooly’s prior consent, (5) if
Customer continues to use the Service (or any element thereof) after being notified of allegedly infringing
activity or informed of modifications that would have avoided the alleged infringement, (6) to Trials and Betas or
other free or evaluation use or (7) to the extent the alleged infringement is not caused by
the particular technology or implementation of the Service but instead by features common to any similar service.
This Section 14 sets out Customer’s exclusive remedy and Dooly’s entire liability regarding
infringement of third-party intellectual property rights.
15.1. Definition. “Confidential Information” means
information disclosed to the receiving party under this Agreement that is designated by the disclosing party as
proprietary or confidential or that should be reasonably understood to be proprietary or confidential due to its
nature and the circumstances of its disclosure. Dooly’s Confidential Information includes the terms and
conditions of this Agreement and any technical or performance information about the Service. Customer’s
Confidential Information includes Customer Data.
15.2. Obligations. As receiving party, each party will (a)
hold Confidential Information in confidence and not disclose it to third parties except as permitted in this
Agreement, including Section 4.1 (Data Use), and (b) only use Confidential Information to fulfill its obligations
and exercise its rights in this Agreement. The receiving party may disclose Confidential Information to its
employees, agents, contractors and other representatives having a legitimate need to know (including, for Dooly,
the subcontractors referenced in Section 19.9), provided it remains responsible for their compliance with this
Section 15 and they are bound to confidentiality obligations no less protective than this Section 15.
15.3. Exclusions. These confidentiality obligations do not
apply to information that the receiving party can document (a) is or becomes public knowledge through no fault of
the receiving party, (b) it rightfully knew or possessed prior to receipt under this Agreement, (c) it rightfully
received from a third party without breach of confidentiality obligations or (d) it independently developed
without using the disclosing party’s Confidential Information.
15.4. Remedies. Unauthorized use or disclosure of Confidential
Information may cause substantial harm for which damages alone are an insufficient remedy. Each party may seek
appropriate equitable relief, in addition to other available remedies, for breach or threatened breach of this
Section 15.
Nothing in this Agreement prohibits either party from making disclosures, including
of Customer Data and other Confidential Information, if required by Law, subpoena or court order, provided (if
permitted by Law) it notifies the other party in advance and cooperates in any effort to obtain confidential
treatment.
If Customer receives access to the Service or Service features on a free or trial
basis or as an alpha, beta or early access offering (“Trials and Betas”), use is permitted only for
Customer’s internal evaluation during the period designated by Dooly (or if not designated, 30 days). Trials
and Betas are optional and either party may terminate Trials and Betas at any time for any reason. Trials and
Betas may be inoperable, incomplete or include features that Dooly may never release, and their features and
performance information are Dooly’s Confidential Information. Notwithstanding anything else in this
Agreement, Dooly provides no warranty, indemnity, SLA or support for Trials and Betas and its liability for Trials
and Betas will not exceed CDN$50.
Neither party may publicly announce this Agreement except with the other party’s
prior consent or as required by Laws. However, Dooly may include Customer and its trademarks in Dooly’s
customer lists and promotional materials but will cease such use at Customer’s written request.
19.1. Assignment. Neither party may assign this Agreement
without the prior consent of the other party, except that either party may assign this Agreement in connection
with a merger, reorganization, acquisition or other transfer of all or substantially all its assets or voting
securities. Any non-permitted assignment is void. This Agreement will bind and inure to the benefit of each
party’s permitted successors and assigns.
19.2. Governing Jurisdiction and Dispute Resolution. The laws
of the Province of British Columbia and Canadian law applicable in British Columbia will govern any dispute, cause
of action or claim arising out of this Agreement or use of the Services, including against any Dooly
(“Dispute”), without giving effect to conflict-of-law principles. If Customer breaches this Agreement
or violates Dooly’s rights or another person’s rights, in addition to any other remedy, Dooly may ask
a court for an injunction or injunctions to prevent breaches of this Agreement or to enforce specifically the
performance of the terms and provisions of this Agreement, and Customer will reimburse Dooly for reasonable legal
fees associated therewith. If Customer has any kind of Dispute with Dooly, the exclusive means of resolving it
will be by confidential, binding arbitration before a single arbitrator chosen by Customer and Dooly. Customer
will give notice of Customer’s Dispute to Dooly in writing. If Customer and Dooly do not decide together on
an arbitrator within fifteen (15) days after receiving that notice, Customer and Dooly both agree to ask the
British Columbia International Commercial Arbitration Centre (BCICAC) to appoint one. The arbitration will take
place in Vancouver, British Columbia, under the Arbitration Act (British Columbia), and will follow the Domestic
Commercial Arbitration Rules of the BCICAC. The arbitrator will have the right to decide how the costs should be
divided between Customer and Dooly. The arbitrator will have the right to accept whatever kind of evidence they
think is appropriate and will have the right to make whatever award they consider fair and equitable, based on
legal and equitable principles, including giving an order such as an injunction (to stop one of Customer or Dooly
from doing something) or an order that Customer or Dooly pay damages to the other. The arbitrator’s award
can be entered into the registry of the British Columbia Supreme Court in Vancouver, British Columbia, and
enforced in the same way as a court order if the court in the enforcing jurisdiction allows. Any Dispute
resolution proceedings will be conducted only on an individual basis and not in a class, consolidated or
representative action. Dooly and Customer each waive any right to a trial by jury.
19.3. Notices. Except as set out in this Agreement, any notice
or consent under this Agreement must be in writing to the addresses on the first page and will be deemed given:
(a) upon receipt if by personal delivery, (b) upon receipt if by certified or registered U.S. or Canadian mail
(return receipt requested) or (c) one day after dispatch if by a commercial overnight delivery service. Either
party may update its address with notice to the other party. All notices to Dooly must include a copy emailed to
delight@dooly.ai. Dooly may also send operational notices to
Customer by email or through the Service.
19.5. Entire Agreement. This Agreement (which includes all
Orders, Renewals, the Policies and the DPA) is the parties’ entire agreement regarding its subject matter
and supersedes any prior or contemporaneous agreements regarding its subject matter. In this Agreement, headings
are for convenience only and “including” and similar terms are to be construed without limitation.
This Agreement may be executed in counterparts (including electronic copies and PDFs), each of which is deemed an
original and which together form one and the same agreement.
19.6. Amendments. Any amendments, modifications or supplements
to this Agreement must be in writing and signed by each party’s authorized representatives or, as
appropriate, agreed through electronic means provided by Dooly. Nonetheless, with notice to Customer, Dooly may
modify the Policies to reflect new features or changing practices, but the modifications will not materially
decrease Dooly’s overall obligations during a Subscription Term. The terms in any Customer purchase order or
business form will not amend or modify this Agreement and are expressly rejected by Dooly; any of these Customer
documents are for administrative purposes only and have no legal effect.
19.7. Waivers and Severability. Waivers must be signed by the
waiving party’s authorized representative and cannot be implied from conduct. If any provision of this
Agreement is held invalid, illegal or unenforceable, it will be limited to the minimum extent necessary so the
rest of this Agreement remains in effect.
19.8. Force Majeure. Neither party is liable for any delay or
failure to perform any obligation under this Agreement (except for a failure to pay fees) due to events beyond its
reasonable control, such as a strike, blockade, war, act of terrorism, riot, Internet or utility failures, refusal
of government license or natural disaster.
19.9. Subcontractors. Dooly may use subcontractors and permit
them to exercise Dooly’s rights, but Dooly remains responsible for their compliance with this Agreement and
for its overall performance under this Agreement.
19.10. Independent Contractors. The parties are independent
contractors, not agents, partners or joint venturers.
19.11. Export. Customer shall not use the Service if located in any jurisdiction in
which the provision of the Service is prohibited under Canadian, U.S. or other laws (a “Prohibited
Jurisdiction”) and Customer will not provide access to the Service to any government, entity or individual
located in any Prohibited Jurisdiction. Customer confirms that it is not named on any Canadian or U.S. government
list of persons or entities prohibited from transaction with any Canadian or U.S. person; (b) Customer is not a
national of, or a company registered in, any Prohibited Jurisdiction; (c) Customer will not allow Authorized Users
to access or use the Service in violation of any Canadian, U.S. or other export embargoes, prohibitions or
restrictions; and (d) Customer will comply with all laws regarding the transmission of data exported from the
country in which Customer (or Authorized Users) is located to Canada and the United States.
“Affiliate” means an entity that, directly or indirectly, owns or
controls, is owned or controlled by, or is under common ownership or control with a party, where
“ownership” means the beneficial ownership of fifty percent (50%) or more of an entity’s voting
equity securities or other equivalent voting interests and “control” means the power to direct the
management or affairs of an entity.
“Customer Data” means any data, content or materials that Customer
(including its Users) creates within or submits to the Service, including from Third-Party Platforms.
“Customer Materials” means materials, systems and other resources that
Customer provides to Dooly in connection with Technical Services.
“Laws” means all relevant local, provincial, state, federal and
international laws, regulations and conventions, including those related to data privacy and data transfer,
international communications and export of technical or personal data.
“Order” means an order for access to the Service, Support, Technical
Services or related services that is executed by the parties and references this Agreement, including any Renewal.
“Renewal” means the renewal of an Order.
“Policies” means the [Privacy Policy, Security
Policy, Support Policy and SLA].
“Privacy Policy” means the Privacy Policy, the current version of which can
be found here [https://www.dooly.ai/privacy-policy/]
“Security Policy” means the Dooly Security Policy, the current version of
which can be found here https://www.dooly.ai/security/
“Service” means Dooly’s proprietary cloud service, as identified in
the relevant Order and as modified from time to time. The Service includes the Software but does not include
Technical Services deliverables or Third-Party Platforms.
“SLA” means the Dooly Service Level Agreement, the current version of
which can be found in Exhibit A.
“Software” means any Dooly client software, scripts, apps or other code
provided to Customer by Dooly for use with the Service.
“Subscription Term” means the term for Customer’s use of the
Service as identified in an Order. “Support” means support for the Service as described in the Support
Policy.
“Support Policy” means the Dooly Support Policy, the current version of
which can be found in Exhibit B.
“Technical Services” means any training, customer onboarding, enablement
or other technical services provided by Dooly related to the Service, as identified in an Order.
“Third-Party Platform” means any platform, add-on, service or product not
provided by Dooly that Customer elects to integrate or enable for use with the Service.
“Usage Data” means Dooly’s technical logs, data and learnings about
Customer’s use of the Service, but excluding Customer Data.
“User” means any individual that Customer or its Affiliate permits or
invites to use the Service, as further described in the Documentation.
The Services shall be available 99.9%, measured monthly, excluding holidays and
weekends and scheduled maintenance. If Customer requests maintenance during these hours, any uptime or downtime
calculation will exclude periods affected by such maintenance. Further, any downtime resulting from outages of
third party connections or utilities or other reasons beyond Company’s control will also be excluded from
any such calculation. Customer’s sole and exclusive remedy, and Company’s entire liability, in
connection with Service availability shall be that for each period of downtime lasting longer than one hour,
Company will credit Customer 5% of Service fees for each period of 30 or more consecutive minutes of downtime;
provided that no more than one such credit will accrue per day. Downtime shall begin to accrue as soon as Customer
(with notice to Company) recognizes that downtime is taking place, and continues until the availability of the
Services is restored. In order to receive downtime credit, Customer must notify Company in writing within 24 hours
from the time of downtime, and failure to provide such notice will forfeit the right to receive downtime credit.
Such credits may not be redeemed for cash and shall not be cumulative beyond a total of credits for one (1) week
of Service Fees in any one (1) calendar month in any event. Company will only apply a credit to the month in which
the incident occurred. Company’s blocking of data communications or other Service in accordance with its
policies shall not be deemed to be a failure of Company to provide adequate service levels under this Agreement.
Company will provide Technical Support to Customer via both telephone and electronic
mail on weekdays during the hours of 9:00 am through 8:00 pm Eastern time, with the exclusion of Federal Holidays
(“Support Hours”).
Customer may initiate Support through the Dooly platform via the Intercom support
interface. Company will use commercially reasonable efforts to respond to all Support requests within 1 business
day.