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.
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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.
2.3.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 email@example.com. 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.
“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 hour.