LAST MODIFIED: MAR 23, 2022
Dor Technologies, Inc., a Delaware corporation (collectively with its subsidiaries, parents, affiliates, and their respective successors and assigns, “Dor”) operates a cloud-based foot-traffic data collection and analytics platform (the “Dor Service”) and sells sensing and associated communications hardware devices for use with the Dor Service (the “Dor Hardware”). As used herein, the term “Dor Service” also includes (without limitation) the website and mobile apps through which the Dor Service is accessed, documentation, and other materials accessible or downloadable from the Dor Service (excluding Customer Data, as defined below), and any customer support systems and services operated by or on behalf of Dor in connection with the Dor Service or the Dor Hardware.
The provisions of these Standard Terms & Conditions (these “Terms”) shall govern the relationship between Dor, on the one hand, and the person (whether natural or a legal entity) who has purchased the Dor Hardware and/or subscribed to the Dor Service (“Customer”) pursuant to one or more Order Forms (which may be printed and signed or may be electronic “Order Confirmation” screens or the like) and, in the case of certain enterprise customers, a Master Sales Agreement (a “MSA”) and Customer’s employees, consultants, contractors, and other parties who access the Dor Service through Customer’s subscription (“Users”), on the other hand. In the event of any conflict between these Terms and an applicable MSA, the provisions of the MSA shall control.
Customer’s and its associated Users’ right to access and use the Dor Service (as, as applicable, to download or export materials from the Dor Service) is conditioned upon Customer’s and its associated Users’ compliance with the provisions of these Terms (as may be modified by an applicable MSA). In addition, when using or accessing the Dor Service, Customer and its associated Users shall be subject to all applicable posted guidelines and rules that may contain other restrictions on use beyond those set forth in these Terms. If Customer or its associated Users breach any provision of these Terms, an applicable MSA, or any applicable posted guidelines or rules, Customer’s and its associated Users’ authorization and license to use the Dor Service will automatically terminate and Customer must immediately destroy any materials downloaded or printed from the Dor Service (including materials downloaded or printed by Customer’s associated Users).
In order to access and utilize the Dor Service, Customer and its associated users will be required to provide certain contact and other account information as part of a registration process. In connection therewith, Customer (i) represents and warrants that all information submitted during the registration process is accurate and (ii) agrees to update that information to keep it accurate and complete during the term of any Customer subscriptions to the Dor Service. Dor reserves the right to accept or reject registrations for the Dor Service for any reason in Dor’s sole discretion. Dor shall not be liable for any failure to deliver notices or communications that results from inaccurate or out-of-date account information. Customer is responsible for safeguarding the password and login information used to access the Dor Service and Customer agrees, on behalf of itself and its associated Users, not to disclose password and login information to any third party. Customer takes sole responsibility for any activities or actions conducted or taken using Customer’s or its associated Users’ password and login information, whether or not authorized, and agrees to notify Dor immediately of any unauthorized use of password or login information.
The Dor Service may also allow registration or use through single sign-on accounts, including without limitation through a User’s Facebook®, LinkedIn®, Microsoft®, or Google® accounts. To the extent such registration or use is permitted, Customer and its associated Users will be subject to the applicable single sign-on account operator’s agreements and policies governing such account, as well as these Terms. Neither Customer not its associated Users may undertake any registration or use of the Dor Service that violates any applicable agreement with or policy of any such single sign-on account operator.
Customer owns any Dor Hardware Customer purchases. However, as a condition of Dor selling Customer such Dor Hardware or providing Customer or its associated Users with access to the Dor Service, Customer agrees, on behalf of itself and its associated Users, not to reverse engineer any such Dor Hardware. Customer further acknowledge that Dor Hardware may contain embedded or stored software or firmware and that such embedded or stored software or firmware is licensed, not sold, and such license shall be governed by these Terms in the same manner as the Dor Service. Without limiting the foregoing, neither Customer nor its associated Users may reverse engineer, extract, decompile, dissemble, modify, or creative derivative works from such embedded or stored software or firmware, nor alter or modify and disabling mechanism contained in or effected through such embedded or stored software or firmware.
Except to the extent an applicable MSA or Order Form provides for installation of the Dor Hardware by Dor, Customer is solely responsible for siting and installing Dor Hardware in accordance with Dor’s published guidelines (available at https://www.getdor.com/activate), as may be supplemented by time to time. Failure to adhere to such guidelines may void any warranty applicable to such Dor Hardware. To the extent an applicable MSA or Order Form provides for installation of the Dor Hardware by or on behalf of Dor, no warranty applicable to the Dor Hardware shall be affected by any improper installation of such Dor Hardware by Dor or its authorized agents, and Dor shall, at its own expense, correct any such improper installation; provided, however, that the foregoing clause shall not apply to Dor Hardware that has been modified, tampered with, relocated, or reinstalled by Customer or any third party (and such modification, tampering, relocation, or reinstallation by Customer or any third party may void any warranty applicable to such Dor Hardware).
The Dor Service is licensed, not sold. During the term of Customer’s subscription, and in exchange for receipt of applicable subscription fees, Dor grants to Customer and its associated Users a revocable, limited, non-transferable, nonexclusive license to access and use the Dor Service solely in connection with and subject to the terms of such subscription (as set forth in the applicable Order Form and, if applicable, the MSA) and these Terms. Neither Customer nor its associated Users may assign, sublicense, rent, timeshare, loan, lease, or otherwise transfer any right or license to the Dor Service or otherwise directly or indirectly permit any third party to access, use, or copy any portion of the Dor Service. Neither Customer nor its associated Users may remove any proprietary notice (e.g., copyright, patent, or trademark notices) from the Dor Service (including without limitation any materials downloaded or printed from the Dor Service). To the extent Customer distributes to third parties any materials that incorporate data obtained using the Dor API, Customer agrees to print or display (as applicable) the phrase “Powered by Dôr” prominently on such materials. All use of the Dor Service shall be in accordance with these Terms, the applicable Order Form, and, if applicable, the MSA. Customer shall be solely responsible for ensuring that any use of the Dor Service by Customer and its associated Users is in compliance with applicable international, federal, state, and local laws, rules, and regulations.
Customer will retain ownership of all data pertaining to Customer and its operations and activities that is (i) collected using Dor Hardware registered to Customer or (ii) furnished by or on behalf of Customer through the Dor Service (via APIs, manual entry, or otherwise) (such data described in the preceding clauses (i) and (ii) collectively, “Customer Data”). Notwithstanding the foregoing, Dor shall have the right, and is hereby granted a nonexclusive, perpetual, irrevocable, worldwide, fully paid-up, assignable, transferable, sublicenseable (through multiple tiers) license, to use, store, reproduce, display, perform, modify, transmit, distribute, and create derivative works from Customer Data solely as follows: (a) in order to provide the Dor Service to Customer and its associated Users; (b) to the extent authorized and directed by Customer or its associated Users, to furnish to their third-party designees; (c) to improve Dor’s products and services; (d) to comply with legal process or otherwise as required by law; (e) to license such Customer Data to other third parties for commercial purposes, including one or more entities providing location technology services, and which Customer Data may include data collected prior to the effective date of these Terms, provided that such third party is bound by customary confidentiality obligations and may not publicly disclose Customer’s name or other identifying information without Customer’s consent; or (e) in an anonymized, aggregated form for any other purpose (including commercial purposes). While Dor may, through the Dor Service or otherwise, provide Customer, its associated Users, or third parties authorized by Customer or its associated Users with access to or the ability to download or export Customer Data, DOR MAKES NO GUARANTEE AS TO THE AVAILABILITY (OR CONTINUED AVAILABILITY) OF SUCH ACCESS OR ABILITY TO DOWNLOAD OR EXPORT CUSTOMER DATA FOLLOWING THE EXPIRATION OR TERMINATION OF CUSTOMER’S SUBSCRIPTION TO THE DOR SERVICE. The provisions of this section entitled “Customer Data” shall survive the expiration or termination of Customer’s subscription to the Dor Service or any written agreement relating thereto (including without limitation any applicable MSA or Order Form).
In connection with signing up for and using the Dor Service, Users may be required or permitted to provide Dor with, and Dor may collect (from such Users or otherwise), certain personal information, including without limitation Users’ name, email address, other contact or location information, credit card or other payment information, and demographic, biographic, or other personal profile information (such information, “Personal Information”). Personal Information, and Users’ use of the Dor Service, shall be governed by the terms of Dor’s Privacy Policy (available at https://wwww.getdor.com/privacy-policy), which are incorporated by reference into these Terms; provided, however, that in the event of a conflict between an applicable MSA and such Privacy Policy, the terms of the MSA shall control. By using the Dor Service, each of Customer and its associated Users acknowledges and agrees that Dor’s collection, storage, and use of Personal Information as contemplated in these Terms and Dor’s Privacy Policy shall not constitute a breach of Customer’s or its associated Users’ rights of privacy, publicity, or any other right related to protection of personal data, whether in equity, law, contract, or otherwise.
We do not disclose your personal information to third parties, except in the following limited circumstances: We may disclose your personal information to other companies that help us process or service your account or correspond with you. For example, we may provide your personal information to a service provider to verify the validity or credit limit of your credit card. The companies that we hire to assist us with processing or servicing your account or correspond with you are not allowed to use your personal information for their own purposes and are contractually obligated to maintain strict confidentiality. We may license certain customer data to third parties for commercial purposes, including one or more entities providing location technology services, which may include personal information such as your company’s name, location or other identifying information, provided that such third party is bound by customary confidentiality obligations and may not publicly disclose such information without your consent. We may disclose or report your personal information when we believe, in good faith, that the disclosure is required or permitted under law, for example, to cooperate with regulators or law enforcement authorities or to resolve consumer disputes.
Users may be able to communicate with Dor or others users of the Dor Service through means including (without limitation) sales or support emails, tickets, telephone calls, online chats, or other sales or support channels or posts to public support or discussion forums (including support or discussion forums with access limited to all or certain Dor customers or users) (any such communications “User Communications”).
With respect to User Communications posted to public support or discussion forums, each of Customer and its associated Users hereby grants to Dor a nonexclusive, perpetual, irrevocable, worldwide, fully paid-up, assignable, transferable, sublicenseable (through multiple tiers) license to use, store, reproduce, display, perform, modify, transmit, distribute, and create derivative works from such posted User Communications. Dor shall be under no obligation at any time to either preserve or remove/disable access to any such posted User Communications, and any such preservation or removal/disabling of access shall be at Dor’s sole discretion.
While Dor welcomes product- and service-related questions and feedback, by asking such questions or providing such feedback, Customer or, as applicable, its associated Users acknowledge and agree that Dor may freely use such questions or feedback or any other related User Communications to improve Dor’s products and services, and each of Customer and its associated Users hereby grants to Dor a nonexclusive, perpetual, irrevocable, worldwide, fully paid-up, assignable, transferable, sublicenseable (through multiple tiers) license to use, exploit (commercially or otherwise), practice, manufacture, import, sell, store, reproduce, display, perform, modify, transmit, distribute, and create derivative works from any discoveries, developments, concepts, designs, ideas, know-how, techniques, improvements, inventions, or original works of authorship contained, described, or embodied in any such questions, feedback, or any other related User Communications. Each of Customer and its associated Users further waives any rights of attribution, paternity, integrity, modification, disclosure and withdrawal, or any other rights throughout the world that may be known as or referred to as “moral rights,” “artist’s rights,” “droit moral,” or the like with respect to such questions, feedback, or any other related User Communications.
The provisions of this section entitled “User Communications” shall survive the expiration or termination of Customer’s subscription to the Dor Service or any written agreement relating thereto (including without limitation any applicable MSA or Order Form).
Customer and its associated Users are solely responsible for the content of any materials, comments, information, questions, feedback, ideas, descriptions of processes, or other information posted or otherwise submitted through the Dor Service by or at the direction of Customer or its associated Users (including, without limitation, Customer Data, Personal Information, and User Communications). Each of Customer and its associated Users represents and warrants that each will only post or otherwise submit to the Dor Service content that is (i) owned by the poster or submitter, (ii) posted or otherwise submitted with the express permission of the owner, or (iii) in the public domain. Customer and its associated Users are prohibited from posting or transmitting to, from, or via the Dor Service any unlawful, threatening, libelous, defamatory, obscene, pornographic, or other materials that would violate any law or the rights of others, including without limitation laws against copyright infringement. Dor reserves the right to restrict or terminate access to the Dor Service at any time without notice in the event Dor believes Customer or any of its associated Users has violated the provisions of this paragraph.
Pricing and payment terms for the purchase of the Dor Hardware and the license of the Dor Software and for any additional services to be provided by or on behalf of Dor to Customer shall be as set forth in the applicable Order Form or, if applicable, the MSA.
Unless otherwise provided in the applicable Order Form or an applicable MSA, any subscription to the Dor Service shall automatically renew immediately upon expiration unless Customer terminates such subscription as provided below (or as otherwise provided in an applicable MSA). Each renewal subscription shall have the same duration and pricing as the expiring subscription (e.g., month-to-month subscriptions shall renew monthly and annual subscriptions shall renew for another one-year term annually); provided, however, that Dor may change the pricing for a subscription upon sixty (60) days’ notice, which notice may be delivered via email. If Customer does not opt to terminate a subscription as described below (or as otherwise provided in an applicable MSA) prior to automatic renewal following the effective date of any pricing change, Customer shall be deemed to have accepted such pricing change.
If Customer has provided Dor with electronic payment details and payment for a subscription renewal or other amount due under an applicable Order Form using such details fails for any reason, or if a payment required under an applicable Order Form or MSA is otherwise not made on time, Customer’s and its associated Users’ license to access and use the Dor Service may (at Dor’s sole discretion) be immediately suspended without further notice, and Dor may disable access to the Dor Service until payment has been successfully processed or received.
Unless other notice requirements are set forth in an applicable MSA or Order Form, Customer may terminate its subscription by contacting customer support as described on Dor’s Support page (available at https://help.getdor.com) no later than fifteen (15) days prior to the expiration of the current subscription for subscription terms of less than one (1) year and no later than thirty (30) days prior to the expiration of the current subscription for subscription terms of one (1) year or longer. Terminations will be effective immediately following the expiration of the current subscription: once Customer has requested a subscription termination, Customer’s subscription will not automatically renew but it will remain active until it expires and Customer will not be entitled to any proration or refund. Except to the limited extent described below under “Limited Warranty,” Dor Hardware may not be returned and no refunds for Dor Hardware purchases will be given.
Customer agrees to pay all license subscription charges as well as any applicable taxes that accrue in relation to use of the Dor Service by Customer and its associated Users. Customer’s payment obligations with respect to the Dor Service are separate and independent from any purchase by Customer of Dor Hardware, even if such Dor Hardware was purchased as part of a bundle with an initial subscription to the Dor Service; CUSTOMER SHALL NOT BE ENTITLED TO ANY REFUND OF ANY DOR SERVICE SUBSCRIPTION FEE EVEN IF CUSTOMER’S OR ITS USERS’ ACCESS TO OR USAGE OF THE DOR SERVICE IS IMPAIRED (WHOLLY OR IN PART) AS A RESULT OF DAMAGE, DESTRUCTION, LOSS, THEFT, OR IMPROPER USE OR INSTALLATION (EXCEPT FOR INSTALLATIONS PERFORMED BY OR ON BEHALF OF DOR) OF OR TO CUSTOMER’S DOR HARDWARE.
Dor reserves the right not to renew any subscription for any reason, or no reason, at any time. Dor may also suspend or terminate Customer’s and its associated Users’ license and disable access to the Dor Service immediately upon a breach by Customer or its associated Users of these Terms or any other written agreement between Dor and Customer (including without limitation any applicable MSA or Order Form) or upon any use of the Dor Hardware or the Dor Service by Customer or its associated Users in a manner not contemplated by these Terms or in violation of any applicable law, and Customer will not be entitled to any refund or proration with respect to any time remaining on Customer’s subscription or otherwise. Each of Customer and its associated Users agrees not to access, use, or attempt to access or use the Dor Service if Customer’s or, as applicable, its associated User’s, license has been suspended or terminated. Dor’s right to suspend or terminate a license hereunder shall be in addition to, and not exclusive of, all other legal or equitable remedies for breach available to Dor.
Dor also reserves the right to terminate an active subscription in the event (i) Dor discontinues the Dor Service or (ii) a third party brings an intellectual property infringement claim against the Dor Hardware or the Dor Service. In the event of such a termination, Dor will refund Customer the pro-rated portion of the applicable subscription fee.
The Dor website and mobile apps may contain links to third-party websites that are not under the control of Dor. Dor makes no representations whatsoever about any third-party web site to which Customer or its associated Users may have access through the Dor Service. Dor is not responsible for the accuracy or reliability of any information, data, opinions, advice, or statements made on third-party websites, for the quality of any products or services available or advertised on such websites, or for any damage or loss caused or alleged to be caused through or in connection with the use of or reliance on the content, goods, or services available on or through any third-party link, website, or resource. Dor provides such links merely as a convenience and the inclusion of such links does not imply that Dor endorses or accepts any responsibility for the content or uses of any third-party websites or resources.
Dor shall have the right to publicly identify Customer as a customer of Dor and to use Customer’s name and logo in connection with online or other marketing activities. Customer hereby grants to Dor a limited, revocable, nonexclusive, worldwide, fully paid-up, sublicenseable (through multiple tiers) license to use, store, reproduce, display, perform, transmit, distribute, and create derivative works from Customer’s marks solely in furtherance of the foregoing sentence. For avoidance of doubt, the sublicenseability of the foregoing license is intended to facilitate permitted use on servers, other infrastructure (e.g., Amazon Web Services), and other media operated by third parties at Dor’s direction or on Dor’s behalf. The provisions of this paragraph shall survive the expiration or termination of Customer’s license to the Dor Service.
Dor is a provider of “interactive computer services” under the Communications Decency Act, 47 U.S.C. Section 230, and as such, Dor’s liability for defamation and other claims arising out of any postings to the Dor Service by third parties is limited as described therein. Dor is not responsible for content or any other information posted to the Dor Service by third parties. Dor neither warrants the accuracy of such postings, nor exercises any editorial control of content posted by third parties, nor assumes liability in connection with such postings, including any responsibility or liability for investigating or verifying the accuracy of any content or any other information contained in such postings.
Californians have rights to the following information pursuant to California Civil Code Section 1789.3 and California Business and Professions Code Section 17538: Dor may be contacted at its principal executive office (101A Clay St. #136, San Francisco CA, 94111). Please feel free to contact us to resolve issues regarding any aspect of the Dor Service by writing to that address or emailing us at support@getdor.com. The Complaint Assistance Unit of the Division of Consumer Services of the Department of Consumer Affairs in California may be contacted in writing at 400 R. Street, Suite 3090, Sacramento, California or by calling 1-800-952-5210.
Dor warrants that during the term of any license to the Dor Software granted under these Terms, the applicable Order Form and, if applicable, the MSA: (a) the Dor Hardware will be fit for the purpose for which it has been sold and the Dor Service will be fit for the purpose for which it has been licensed; and (b) no change in functionality to the Dor Service will materially impair Customer’s use of the Dor Hardware or the Dor Service. Upon written notice by Customer to Dor of any claim pursuant to the foregoing limited warranty, Dor shall have thirty (30) days to cure any breach under or non-conformity with respect to such warranty. If such breach or non-conformity has not been cured within such thirty (30)-day period, Customer may upon written notice to Dor terminate the current Dor Service license term and, upon return to Dor of all Dor Hardware purchased in connection with the current license term, shall be entitled to a pro-rated refund (based on the ratio of the time remaining in the current license term as of the date of notice of termination to the total length of the current license term) of all amounts paid for (i) the Dor Service for the current license term and (ii) any Dor Hardware purchased by Customer from Dor in connection with the current license term. The foregoing warranty shall apply to Customer and its permitted assigns only, and no third-party beneficiary right shall be deemed created hereby. In addition, if at any time during the term of a license to the Dor Service Customer’s use of the Dor Hardware is materially impaired due to a defect in the Dor Hardware (excluding impairment resulting from damage, destruction, loss, theft, or improper use or non-Dor installation of or to such Dor Hardware), Dor will replace such defective Dor Hardware free of charge. The remedies set forth in this section entitled “Limited Warranty” shall be the exclusive remedies available to Customer with respect to the subject matters described in this section.
Dor shall, at Dor’s own expense, indemnify, defend, and hold harmless Customer (including its subsidiaries, parents, affiliates, and their respective successors and assigns) and its directors, officers, employees, agents, suppliers, and other business partners from and against any losses, costs, damages, liabilities, and expenses (including reasonable attorneys’ fees), arising out of or related to a third-party claim, action, or allegation that the Dor Hardware or the Dor Service infringes any third-party copyright, trademark, patent, trade secret, or other intellectual property right or violates any applicable federal, state, or local law. The foregoing obligations shall not apply with respect to: (a) portions or components of the Dor Hardware or the Dor Service combined by Customer (or its associated Users) or at Customer’s request or direction with other products, processes, or materials where the alleged infringement relates to such combination; (b) where Customer or any of its associated Users continues allegedly infringing activity after being notified thereof or after being informed of modifications that would have avoided the alleged infringement or violation; or (c) where Customer’s or its associated Users’ use of the Dor Hardware or the Dor Service (as applicable) is not strictly in accordance with these Terms (as may be modified by an applicable MSA). Customer shall not enter into a settlement of any claim, action, or allegation without Dor’s prior written consent, and shall not incur expenses and fees in defending any claim, action, or allegation without prior approval from Dor. If, due to a claim of infringement or violation of applicable law, the Dor Hardware or the Dor Service is held by a court of competent jurisdiction to be or is believed by Dor to be infringing or in violation of law, Dor may, at its option and expense: (x) replace or modify the Dor Hardware or the Dor Service (as applicable) to be non-infringing or non-violating provided that such modification or replacement contains substantially similar features and functionality; (y) obtain for Customer a license to continue using the Dor Hardware or the Dor Service (as applicable); or (z) if neither of the foregoing is commercially practicable, terminate this Agreement and Customer’s license to the Dor Service and refund Customer (i) on a pro-rated basis for the remainder of Customer’s license term, and (ii) the purchase price for any Dor Hardware purchased by Customer from Dor in connection with the current license term (which may be zero in the case of Dor Hardware bundled for free with licenses to the Dor Service or where all Dor Hardware was purchased in connection with a prior license term). The remedies set forth in this paragraph shall be the exclusive remedies available to Customer with respect to the subject matters described in this section entitled “IP and Legal Indemnification and Cure by Dor,” and the provisions of this section shall survive the expiration or termination of Customer’s subscription to the Dor Service or any written agreement relating thereto (including without limitation any applicable MSA or Order Form).
EXCEPT AS EXPRESSLY PROVIDED ABOVE PURSUANT TO THE SECTIONS ENTITLED “LIMITED WARRANTY” AND “IP AND LEGAL INDEMNIFICATION AND CURE,” OR AS OTHERWISE PROVIDED IN AN APPLICABLE MSA, CUSTOMER’S AND ITS ASSOCIATED USERS’ USE OF THE DOR HARDWARE AND THE DOR SERVICE, AND USE OF ANY THIRD-PARTY SITES, ARE PROVIDED “AS IS,” “WHERE IS,” “AS AVAILABLE,” AND “WITH ALL FAULTS” AND, TO THE FULLEST EXTENT PERMITTED BY LAW, WITHOUT WARRANTY OF ANY KIND. EXCEPT AS EXPRESSLY PROVIDED ABOVE PURSUANT TO THE SECTIONS ENTITLED “LIMITED WARRANTY” AND “IP AND LEGAL INDEMNIFICATION AND CURE,” OR AS OTHERWISE PROVIDED IN AN APPLICABLE MSA, DOR DISCLAIMS ALL WARRANTIES WITH RESPECT TO THE DOR HARDWARE AND THE DOR SERVICE, EITHER EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, IMPLIED WARRANTIES OF TITLE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, QUIET ENJOYMENT, SUPPORT, QUALITY OF INFORMATION, SECURITY, RELIABILITY, TIMELINESS, AND PERFORMANCE OF THE DOR HARDWARE OR THE DOR SERVICE. WITHOUT LIMITING THE FOREGOING, DOR MAKES NO WARRANTY THAT (I) THE DOR HARDWARE OR THE DOR SERVICE WILL MEET CUSTOMER’S REQUIREMENTS, (II) THE DOR HARDWARE OR THE DOR SERVICE WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE, (III) THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE DOR HARDWARE OR THE DOR SERVICE WILL BE EFFECTIVE, ACCURATE, OR RELIABLE, (IV) THE QUALITY OF THE DOR HARDWARE OR THE DOR SERVICE PURCHASED OR OBTAINED BY CUSTOMER WILL MEET CUSTOMER’S EXPECTATIONS, OR (V) ANY ERRORS IN THE DOR HADWARE OR THE DOR SERVICE WILL BE CORRECTED. SOME STATES OR JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES, SO THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU. TO THE EXTENT PERMISSIBLE, ANY IMPLIED WARRANTIES THAT CANNOT BY LAW BE EXCLUDED ARE LIMITED TO SIXTY (60) DAYS FROM THE DATE OF THE APPLICABLE ORDER FORM. UNLESS OTHERWISE STATED IN AN APPLICABLE MSA OR ORDER FORM, THE DOR HARDWARE AND ANY OTHER PRODUCTS PURCHASED OR ORDERED FROM DOR ARE MADE PURSUANT TO A SHIPMENT CONTRACT. THIS MEANS THAT THE RISK OF LOSS AND TITLE FOR SUCH DOR HARDWARE OR OTHER PRODUCTS PASSES TO CUSTOMER UPON OUR DELIVERY TO THE CARRIER.
THE DOR SERVICE COULD INCLUDE TECHNICAL OR OTHER MISTAKES, INACCURACIES, OR TYPOGRAPHICAL ERRORS. DOR MAY MAKE CHANGES TO THE DOR HARDWARE OR THE DOR SERVICE, INCLUDING THE PRICES AND DESCRIPTIONS OF ANY PRODUCTS OR SERVICES LISTED HEREIN, AT ANY TIME WITHOUT NOTICE. THE DOR HARDWARE AND OTHER PRODUCTS AVAILABLE FOR PURCHASE THROUGH THE DOR SERVICE MAY BE OUT OF DATE, AND DOR MAKES NO COMMITMENT TO UPDATE SUCH DOR HARDWARE OR OTHER PRODUCTS.
EXCEPT AS EXPRESSLY PROVIDED ABOVE PURSUANT TO THE SECTION ENTITLED “LIMITED WARRANTY,” DOR ASSUMES NO RESPONSIBILITY FOR ERRORS OR OMISSIONS IN THE DOR HARDWARE OR THE DOR SERVICE OR FOR INFORMATION, MATERIALS, OR SERVICES OF THIRD PARTIES THAT ARE REFERENCED BY OR LINKED TO FROM THE DOR SERVICE.
IN NO EVENT SHALL DOR OR ITS LICENSORS OR SUPPLIERS BE LIABLE TO CUSTOMER, ITS ASSOCIATED USERS, OR ANY THIRD PARTY FOR ANY COST TO PROCURE SUBSTITUTE SERVICES OR PRODUCTS, ANY SPECIAL, PUNITIVE, INCIDENTAL, DIRECT, INDIRECT, SPECIAL, EXEMPLARY, OR CONSEQUENTIAL DAMAGES OF ANY KIND, OR OTHER DAMAGES, INCLUDING, WITHOUT LIMITATION, THOSE RESULTING FROM LOSS OF USE, LOSS OF DATA, LOST PROFITS, LOST REVENUES, OR BUSINESS INTERRUPTION, ON ANY THEORY OF LIABILITY ARISING OUT OF CUSTOMER’S OR ITS ASSOCIATED USERS’ USE OF (OR INABILITY TO USE) THE DOR HARDWARE OR THE DOR SERVICE OR OF ANY WEBSITE REFERENCED OR LINKED TO FROM THE DOR SERVICE, WHETHER OR NOT DOR HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. SOME JURISDICTIONS PROHIBIT THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, SO THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU.
THE DOR HARDWARE AND THE DOR SERVICE MAY BE USED TO ACCESS AND TRANSFER INFORMATION OVER THE INTERNET. CUSTOMER, ON BEHALF OF ITSELF AND ITS ASSOCIATED USERS, ACKNOWLEDGES AND AGREES THAT DOR DOES NOT OPERATE OR CONTROL THE INTERNET AND THAT (I) VIRUSES, WORMS, TROJAN HORSES, AND OTHER UNDESIRABLE DATA OR SOFTWARE, OR (II) UNAUTHORIZED USERS (E.G., HACKERS) MAY ATTEMPT TO OBTAIN ACCESS TO AND DAMAGE CUSTOMER’S OR ITS ASSOCIATED USERS’ DATA, WEBSITES, COMPUTERS, OR NETWORKS. DOR SHALL NOT BE RESPONSIBLE FOR SUCH ACTIVITIES. CUSTOMER IS SOLELY RESPONSIBLE FOR THE SECURITY AND INTEGRITY OF CUSTOMER’S DATA AND SYSTEMS. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY CUSTOMER OR ITS ASSOCIATED USERS FROM DOR, ITS REPRESENTATIVES, OR THROUGH OR FROM THE SITE SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THESE TERMS OR AN APPLICABLE MSA.
IN ADDITION TO THE LIMITATIONS AND EXCLUSIONS SET FORTH ABOVE, AND EXCEPT FOR DOR’S INDEMNIFICATION OBLIGATIONS EXPRESSLY PROVIDED ABOVE UNDER THE SECTION ENTITLED “IP AND LEGAL INDEMNIFICATION AND CURE BY DOR,” IN NO EVENT WILL DOR’S LIABILITY FOR CLAIMS ARISING OUT OF OR RELATING TO THE LICENSE, PURCHASE AND SALE, ACCESS, OR USE OF OR TO THE DOR HARDWARE OR THE DOR SERVICE OR ANY RIGHTS OR OBLIGATIONS OF THE PARTIES UNDER TO THESE TERMS OR ANY APPLICABLE MSA OR ORDER FORM EXCEED THE TOTAL AMOUNT PAID BY CUSTOMER TO DOR IN THE TWELVE (12) CALENDAR MONTHS PRECEDING THE OCCURRENCE OF THE CIRCUMSTANCES GIVING RISE TO SUCH CLAIMS.
EACH OF CUSTOMER AND ITS ASSOCIATED USERS ACKNOWLEDGES THAT THE ALLOCATION OF RISK AND THE LIMITATIONS OF LIABILITIES CONTAINED IN THESE TERMS IS A MATERIAL CONSIDERATION FOR THE PROVISION OF THE DOR HARDWARE AND THE DOR SERVICE.
THE PROVISIONS OF THIS SECTION ENTITLED “DISCLAIMER OF OTHER WARRANTIES; LIMITATION OF LIABILITY” SHALL SURVIVE THE EXPIRATION OR TERMINATION OF CUSTOMER’S SUBSCRIPTION TO THE DOR SERVICE OR ANY WRITTEN AGREEMENT RELATING THERETO (INCLUDING WITHOUT LIMITATION ANY APPLICABLE MSA OR ORDER FORM).
Customer shall, at Customer’s own expense, indemnify, defend, and hold harmless Dor (including its subsidiaries, parents, affiliates, and their respective successors and assigns) and its directors, officers, employees, agents, suppliers, and other business partners from and against any losses, costs, damages, liabilities, and expenses (including reasonable attorneys’ fees), arising out of or related to a third-party claim, action, or allegation (i) related in any way to a transaction or dispute between Customer and/or any of its associated Users and any third party, (ii) based on or caused by unauthorized access to the Dor Service through Customer’s account, (iii) is based on facts or alleged facts that would constitute a breach of any of Customer’s or any of its associated Users’ representations, warranties, covenants, or other obligations or restrictions under these Terms, or (iv) arising out of a request for Dor to remove or disable access to any User Communications. Customer shall not enter into a settlement of the foregoing without Dor’s prior written consent, and shall not incur expenses and fees in defending the above claims, actions, or allegations without prior approval from Dor. The provisions of this section entitled “Indemnification by Customer” shall survive the expiration or termination of Customer’s subscription to the Dor Service or any written agreement relating thereto (including without limitation any applicable MSA or Order Form).
These Terms, the Dor Privacy Policy, and any applicable MSA and Order Form(s) together constitute the entire agreement between Customer (and its associated Users) and Dor with respect to the Dor Hardware and the Dor Service and merges all prior agreements or previous discussions (written or oral) between Customer (and its associated Users) and Dor regarding same. These Terms may be amended by Dor at any time by posting updated Terms on the Dor Service, and such updated terms shall be effective as to Customer upon the earlier of (i) the Customer’s next Dor Service subscription renewal following such amendment and (ii) Customer’s adoption of a new Order Form following such amendment, and, without limiting the foregoing, Customer’s or its associated Users continued usage of the Dor Service thereafter shall constitute acceptance of such amendment.
In the event that a portion of these Terms or an applicable MSA or Order Form is held to be unenforceable, the unenforceable portion will be construed in accordance with applicable law as nearly as possible to reflect the original intentions of the parties, and the remainder of the provisions will remain in full force and effect. The failure by either party to exercise or enforce any right under these Terms or an applicable MSA or Order Form shall not be deemed a waiver of such right. A waiver by either party of a breach of any provision of these Terms or an applicable MSA or Order Form shall not operate or be construed as a waiver of any subsequent breach of that provision or as a waiver of any other right.
Dor will not be liable in any manner for failure to perform any obligation under these Terms or an applicable MSA or Order Form if such failure is caused by the occurrence of cause beyond the reasonable control of Dor, including, without limitation, outages of the Internet or connections thereto, communications outages, labor shortage, earthquake, fire, flood, war, or act of God, or (except to the extent of Dor’s indemnification obligations as set forth above in the section entitled “IP and Legal Indemnification and Cure by Dor”) any acts of governmental bodies or authorities.
The rights and obligations of each party under these Terms and any applicable MSA or Order Form shall inure to the benefit of and be enforceable by such party’s respective successors and assigns; provided, however, neither party’s rights and obligations may be assigned without the express written permission of the other party. Notwithstanding the foregoing, each party may freely assign its rights and obligations under this agreement to a successor acquiring substantially all of the business or assets of the assigning party pursuant to a merger or acquisition (whether structured as a stock sale, asset sale, or otherwise). In the event of any such assignment by Customer, Customer shall provide written notice of the same to Dor within thirty (30) days following such assignment.
Any notice required or permitted under these Terms or an applicable MSA or Order Form shall (except in cases where alternative methods of notice are expressly provided under these Terms or an applicable MSA or Order Form) be in writing and shall be deemed sufficient upon delivery when delivered personally or by overnight courier, or forty-eight (48) hours after being deposited in the U.S. mail as certified or registered mail with postage prepaid, addressed to the party to be notified. Notices to Dor shall be sent to Dor’s principal executive office (101A Clay St. #136, San Francisco CA, 94111). Notices to Customer shall be sent to Customer’s address as set forth on Customer’s most recent Order Form or as subsequently modified by written notice.
The Dor Service (excluding third-party web sites) is controlled by Dor from its offices within the State of California, United States of America. Customer, on behalf of itself and its associated Users, agrees that the statutes and laws of the State of California, without regard to the conflicts of laws principles thereof, shall govern all matters relating to Customer’s and its associated Users’ license, purchase and sale, access, or use of or to the Dor Hardware and the Dor Service, as well as to any rights or obligations of the parties under to these Terms and any applicable MSA and Order Forms. Customer, on behalf of itself and its associated Users, also agrees and hereby submits to the exclusive personal jurisdiction and venue of the state courts in the City and County of San Francisco and the United States District Court for the Northern District of California with respect to such matters. Dor makes no representation that the Dor Service, the Dor Hardware, or other products available on the Dor Service are appropriate or available for use in other locations, and accessing or using them from or within jurisdictions where their contents are illegal is prohibited. Those who choose to access the Dor Service from other locations do so at their own risk and are responsible for compliance with local laws. The provisions of this section entitled “Governing Law and Jurisdiction” shall survive the expiration or termination of Customer’s subscription to the Dor Service or any written agreement relating thereto (including without limitation any applicable MSA or Order Form).
All or any portion of the Dor Service may not be reproduced, duplicated, copied, sold, resold, visited, or otherwise exploited for any commercial purpose without express written consent of Dor. Neither Customer nor its associated Users may frame or utilize framing techniques to enclose any trademark, logo, or other proprietary information (including images, text, page layout, or form) of Dor without Dor’s express written consent. Neither Customer nor its associated Users may use any meta tags or any other ‘hidden text’ utilizing Dor’s name or trademarks without Dor’s express written consent. Any unauthorized use terminates any permission or license granted by Dor.