This DovitoCare Service Agreement (this "Agreement") is a binding contract between Dovito® Business Solutions, Ltd., a Colorado limited liability company, 508 Main Street, Windsor, Colorado 80550 ("Dovito," "we," or "us"), and the business or organization that enrolls a deliverable in DovitoCare ("Customer" or "you"). It takes effect on the Join Date.
PLEASE READ SECTIONS 3.4, 7.3, 8, AND 9. COVER ON A DELIVERABLE CAN BE ADDED ONLY DURING THE JOIN WINDOW, AND IT ENDS FOR GOOD IF YOU CANCEL IT.
1.1 Service Agreement. DovitoCare is a maintenance and repair service that Dovito performs on one deliverable at a time, for a Plan Fee and a Fix Fee on each Covered Fix. This Agreement is a contract for services.
1.2 Services Only. This Agreement is a contract for repair and maintenance services. It is not a policy, a contract of indemnity, or a contract of suretyship. It is not a warranty or guarantee that a Covered Deliverable will run without interruption or error. Dovito does not agree under this Agreement to pay money to you or anyone else for any loss, damage, or expense, or to reimburse you for repairs that you or others perform or buy. Dovito's only obligation is to perform the Covered Fixes and the other services described in Section 4.
1.3 Dovito Performs. Dovito is the party obligated to perform this Agreement, and it performs the services itself or through its personnel and subcontractors under Section 4.7. No third party guarantees Dovito's performance.
1.4 Related Documents. The Systematics Terms of Service published at dovito.com/legal/systematics-terms (the "Systematics Terms"), Dovito's Data Processing Agreement (the "DPA"), and Dovito's Acceptable Use Policy apply to this Agreement. Capitalized terms not defined here have the meaning given in the Systematics Terms. If this Agreement conflicts with those documents about DovitoCare, this Agreement controls. On every other subject, the Systematics Terms control.
1.5 Business Use. You represent that you are buying DovitoCare for business purposes and not for personal, family, or household purposes.
2.1 In this Agreement:
"Billing Period" means the month or the year, as you choose under Section 7.2, for which a Plan Fee is charged.
"Business Day" means a day other than a Saturday, a Sunday, or a United States federal holiday, measured in Mountain Time.
"Completion Receipt" means the record that Systematics generates when Dovito completes a deliverable and delivers it to you. It shows the go-live date and the deliverable's type and size.
"Covered Deliverable" means an Eligible Deliverable that is enrolled under Section 3 while its Plan is in effect.
"Covered Fix" means a Fix that Section 4.1 lists, that Section 6 does not exclude, and that falls within the limits in Section 5.
"Day 0" means the go-live date shown on the Completion Receipt.
"Edit" means a change to a Covered Deliverable, or to an app, account, or data source connected to it, made by you, your Users, or anyone other than Dovito or a person acting for Dovito.
"Edit Log" means the change history recorded in Systematics, and the change history that a Third-Party Service keeps for the Covered Deliverable and the items connected to it.
"Eligible Deliverable" means an automation, a form with logic, or a chat form (including an AI chat form) that Dovito created for you and delivered under a Completion Receipt. An SOP, an item that you or another vendor built, and an item that Dovito only reviewed or advised on, is not an Eligible Deliverable.
"Enrollment Record" means the record in Systematics of your enrollment. It shows the Covered Deliverable, its type and size, the Join Date, the Plan Fee, and your billing option.
"Fix" means work to restore a Covered Deliverable to the working condition in which Dovito delivered it.
"Fix Fee" has the meaning given in Section 7.5.
"Join Date" means the date on which your Plan starts under Section 3.6.
"Join Window" has the meaning given in Section 3.4.
"Plan" means your DovitoCare enrollment of one Covered Deliverable under this Agreement.
"Plan Fee" means the recurring fee for a Plan under Section 7.1.
"Plan Month" means each period of one month, and "Plan Year" means each period of 12 months, in each case starting on the Join Date.
"Request" means a notice from you, or a failure that Dovito's monitoring detects, showing that a Covered Deliverable has stopped working as delivered.
"Standard Repair Rate" means $150 per hour of Dovito time.
"Third-Party Service" means software, an app, a platform, an API, or an account that someone other than Dovito operates, including Zapier, Make, GoHighLevel, HubSpot, and Mighty.
"Uncovered Repair Price" means the number of hours Dovito estimates for a Fix under Section 5.3, multiplied by the Standard Repair Rate.
"Vendor-Wide Event" has the meaning given in Section 5.2.
3.1 One Deliverable at a Time. A Plan covers one Covered Deliverable. It never covers your account, your business, or any other deliverable. Each deliverable that you want covered needs its own Plan, and the Plan Fee, Fix Limits, and Fix Fees belong to that Covered Deliverable alone.
3.2 Eligibility. Only an Eligible Deliverable may be enrolled.
3.3 Day 0. The Completion Receipt is the only record of Day 0. No separate sign-off is required or used. Dovito's Completion Receipt in Systematics is conclusive about Day 0 unless it contains a manifest error.
3.4 Join Window. You may enroll an Eligible Deliverable only on or before the 30th day after Day 0, until 11:59 p.m. Mountain Time on that day (the "Join Window"). You enroll by accepting this Agreement in Systematics or by signing an order that includes DovitoCare. Once the Join Window for a deliverable closes, that deliverable can never be enrolled, unless an officer of Dovito agrees otherwise in a signed writing.
3.5 Offered With Quotes. Dovito includes DovitoCare as a line on each quote for an Eligible Deliverable. You may remove the line before you sign the quote, and you may add DovitoCare at any time through the end of the Join Window.
3.6 When the Plan Starts. If DovitoCare was a line on a quote that you accepted, the Plan starts on Day 0. If you add DovitoCare later, the Plan starts on the date you accept this Agreement. The date on which the Plan starts is the Join Date. A Plan covers only Fixes that become necessary on or after the Join Date.
4.1 Covered Fixes. For each Covered Deliverable, Dovito will perform the following Fixes:
(a) a Fix when a Third-Party Service changes its API or app and the Covered Deliverable stops working as delivered;
(b) a Fix of breakage after a platform update by a Third-Party Service;
(c) a re-run of failed runs and a replay of missed data; and
(d) re-authorizing a connection that expired.
4.2 Monitoring. Dovito will monitor run failures on each Covered Deliverable. When Dovito detects a failure that may need a Covered Fix, it will open a ticket and notify your account owner. Monitoring is a reasonable-efforts service. It does not promise that every failure will be detected, or detected before you notice it.
4.3 Response Time. Dovito will give a first response within 1 Business Day after it receives or detects a Request on a Covered Deliverable. A first response is a message from Dovito that acknowledges the Request and begins diagnosis. It is not a deadline to complete a Fix.
4.4 Priority. Dovito handles Requests on Covered Deliverables ahead of support requests on deliverables that are not covered.
4.5 How a Fix Works. After a Request, Dovito will diagnose the problem and tell you in the ticket whether the work is a Covered Fix, the hours it estimates under Section 5.3, and the Fix Fee. Dovito starts work after the Fix Fee is shown in the ticket. If Section 8.2 applies, Dovito starts only after you approve the Fix Fee in Systematics or by email. Your enrollment in DovitoCare is your approval of a Fix Fee calculated under Section 7.5.
4.6 Standard of Work. Dovito will perform Covered Fixes and monitoring with reasonable skill and care, using qualified personnel.
4.7 Subcontractors. Dovito may use employees, contractors, and service providers to perform this Agreement. Dovito remains responsible for their performance.
4.8 Your Cooperation. You will keep your accounts with each Third-Party Service active, paid, and accessible to Dovito; give Dovito the access and credentials it reasonably needs; tell Dovito promptly about each Edit and each failure you notice; and respond to Dovito's questions. Time lost because you have not done so does not count toward Dovito's response time.
5.1 Limits for Each Covered Deliverable. For each Covered Deliverable, Dovito will perform Covered Fixes totaling up to 4 hours in each Plan Month and up to 10 hours in each Plan Year (the "Fix Limits"). There is no limit on the number of Requests or Covered Fixes within the Fix Limits.
5.2 Vendor-Wide Events. A "Vendor-Wide Event" is a single change by a Third-Party Service that affects more than one covered deliverable of Dovito's customers at about the same time. Dovito will perform the Covered Fixes for a Vendor-Wide Event in a batch. Dovito's obligation for each Vendor-Wide Event is limited to 40 hours in total, across all covered deliverables of all customers that the event affects. Dovito allocates those hours in the order in which it confirms that each deliverable is affected. For a Covered Deliverable that those hours do not reach, Dovito will quote the remaining work under Section 5.4. Hours that Dovito spends on a Covered Deliverable in a Vendor-Wide Event also count toward that Covered Deliverable's Fix Limits.
5.3 Counting Hours. Before Dovito starts a Fix, it estimates the hours the Fix will take. That estimate sets the Uncovered Repair Price and the Fix Fee, and it is the number of hours that counts toward the Fix Limits, whatever time the work actually takes.
5.4 Work Past the Limits. Work past the Fix Limits or the Vendor-Wide Event limit is not a Covered Fix. Dovito will quote that work at the Standard Repair Rate and will not start it until you approve the quote.
6.1 A Plan does not cover, and Dovito will quote separately, the following:
(a) new features, changes in scope, new apps, or new steps, which Dovito quotes as new builds;
(b) a Third-Party Service shutting down, or removing a feature on which the Covered Deliverable relied, where Dovito's help is billed at the Standard Repair Rate;
(c) AI model cost, run cost, and third-party fees, which Dovito bills as stated in your order or the Systematics Terms;
(d) data entry mistakes, wrong inputs, and user training; and
(e) hosting and support for a chat form, which are a separate monthly service under Section 10.
6.2 Dovito may decline excluded work. If Dovito agrees to do it, the work is billed at the Standard Repair Rate or at the price Dovito quotes, and not as a Covered Fix.
7.1 Plan Fee. The Plan Fee for each Covered Deliverable is in Schedule A, by type and size as shown on the Completion Receipt. For a deliverable that Schedule A does not list, the Plan Fee is the amount in the Enrollment Record.
7.2 Billing Options. You may pay the Plan Fee monthly or annually in advance. The annual price is 15% less than twelve monthly Plan Fees, as shown in Schedule A. You choose at enrollment, and you may change the option at the next renewal.
7.3 Automatic Renewal. EACH PLAN RENEWS AUTOMATICALLY AT THE END OF EACH BILLING PERIOD FOR THE SAME PERIOD, AT THE SAME PLAN FEE, UNTIL YOU CANCEL IT UNDER SECTION 9.
7.4 Price Lock. The Plan Fee for a Covered Deliverable will not increase for as long as the Plan continues on that deliverable. Section 6.6 of the Systematics Terms does not apply to Plan Fees.
7.5 Fix Fee. Each Covered Fix costs a fixed fee (the "Fix Fee") equal to 15% of the Uncovered Repair Price for that Fix, rounded to the nearest whole dollar. The Fix Fee does not change if the work takes more or less time than Dovito estimated. It is never an hourly charge.
7.6 Standard Repair Rate. The Standard Repair Rate used to calculate the Uncovered Repair Price for a Covered Deliverable remains $150 per hour for as long as the Plan continues on that deliverable. Dovito may change the Standard Repair Rate for other work on 30 days' notice.
7.7 Payment. Plan Fees and Fix Fees are Fees under the Systematics Terms. Dovito charges the Plan Fee in advance at the start of each Billing Period, and the Fix Fee when it completes the Fix. Dovito charges your Systematics wallet first and then your payment method on file. Section 6.8 of the Systematics Terms applies to failed payments.
7.8 Taxes. Plan Fees and Fix Fees exclude taxes. Section 6.7 of the Systematics Terms applies.
7.9 Refunds. Plan Fees and Fix Fees are non-refundable, except as stated in Section 9.3 and Section 6.9 of the Systematics Terms.
8.1 Edits Do Not End Cover. An Edit does not void a Plan.
8.2 Fix Fee After an Edit. If Dovito determines from the Edit Log that an Edit caused or contributed to the need for a Fix, the Fix is still a Covered Fix, but Dovito sets the Fix Fee in its discretion at any amount from the Fix Fee under Section 7.5 up to 100% of the Uncovered Repair Price.
8.3 Evidence and Approval. With the quote, Dovito will show you the Edit Log entries it relied on and the Fix Fee it sets. Dovito will not start the Fix until you approve the Fix Fee. If you decline, Dovito does not perform the Fix, you owe no Fix Fee for it, and the Plan continues.
8.4 Edit Log. You will not disable, delete, or alter an Edit Log. If an Edit Log is unavailable because you or someone acting for you disabled, deleted, or altered it, Dovito may treat an Edit as the cause of the Fix for purposes of Section 8.2.
8.5 Limits Still Apply. Hours for a Fix under this Section 8 count toward the Fix Limits.
9.1 Cancelling. You may cancel a Plan at any time in your account's billing settings in Systematics. No other step is required. Cancellation takes effect at the end of the current Billing Period, and you keep the Plan until then. Dovito does not refund any part of a Plan Fee for the current Billing Period, including a Plan Fee you paid annually in advance.
9.2 Cancelling Ends Cover for Good. Cancelling a Plan voids cover on that Covered Deliverable permanently. The deliverable cannot be enrolled again, including during what would have been the Join Window. Cancelling one Plan does not affect any other Plan.
9.3 Dovito Ending a Plan. Dovito may end a Plan (a) on 30 days' notice for any reason, in which case Dovito will refund the part of the prepaid Plan Fee for the period after the Plan ends and Section 9.2 does not apply; or (b) immediately on notice if you materially breach this Agreement, the Systematics Terms, or the Acceptable Use Policy, if you do not pay an amount due within 15 days after the first failed payment attempt, or if Dovito is required to by law or by a Third-Party Service. A Plan that ends under clause (b) is treated as cancelled under Section 9.2.
9.4 Account Closure. If your Systematics account closes, each Plan ends at the end of its current Billing Period, as if you had cancelled it.
9.5 Effect of Ending. When a Plan ends, Dovito stops performing Covered Fixes and monitoring for that deliverable. You owe all Fix Fees for Fixes Dovito has completed. Sections 6, 7.9, 8.2, 9, 11, and 14 survive.
10.1 Separate Service. Hosting and support for a chat form are not part of DovitoCare. When a chat form needs hosting and support, Dovito provides them for a separate monthly fee stated in your order, plus AI usage at cost.
10.2 Independent. Cancelling hosting and support does not cancel a Plan, and cancelling a Plan does not cancel hosting and support.
11.1 Disclaimers. Except as stated in Section 4.6, Section 20 of the Systematics Terms applies to Covered Fixes and monitoring.
11.2 Third-Party Services. Dovito does not control Third-Party Services. A Third-Party Service's outage, change, price change, restriction, or removal of a feature is not a breach by Dovito, and Dovito's only obligation in response is to perform Covered Fixes as this Agreement provides.
11.3 Liability and Disputes. Sections 19 through 23 of the Systematics Terms apply to this Agreement as if set out here, and Plan Fees and Fix Fees are Fees under them. The limits in Section 21 are aggregate and do not increase with the number of Plans you hold.
12.1 You authorize Dovito to access the Covered Deliverable, the connected Third-Party Services, and the related Customer Data as needed to monitor and perform Covered Fixes. The DPA, and Sections 13 and 15 of the Systematics Terms, apply to that access.
13.1 Dovito may update this Agreement by giving at least 30 days' notice by email to your account owner or in Systematics. An update to the Fix Limits, the exclusions, or any other term other than the Plan Fee takes effect for your Plan at the start of the next Billing Period that begins after the notice period. No update changes the Plan Fee for a Covered Deliverable (Section 7.4). If you do not agree to an update, you may cancel before it takes effect, and Section 9.2 applies.
14.1 Assignment. Section 26.1 of the Systematics Terms applies. A Plan may transfer with its Covered Deliverable to a successor in a merger or in a sale of all or substantially all of your business, on notice to Dovito.
14.2 Notices. Section 26.2 of the Systematics Terms applies.
14.3 Entire Agreement. This Agreement, the Enrollment Record, the Systematics Terms, the DPA, the Acceptable Use Policy, and any order that includes DovitoCare are the entire agreement about DovitoCare and supersede prior agreements about it.
14.4 Severability and Waiver. Unenforceable provisions will be enforced to the maximum extent permissible and reformed to the minimum extent necessary, and the rest remain in effect. A waiver must be in writing. Failure to enforce a provision is not a waiver.
14.5 Electronic Acceptance and Records. You may accept this Agreement electronically. Dovito records the version you accepted and the time of acceptance, and those records, with the Enrollment Record and the Completion Receipt, are evidence of the agreement and its terms.
14.6 Interpretation. "Including" means "including without limitation." Headings are for convenience only.
14.7 Governing Law and Disputes. Colorado law governs this Agreement. Sections 22 and 23 of the Systematics Terms govern disputes, including mediation, binding individual arbitration administered by the American Arbitration Association in Weld County, Colorado, and venue.
Dovito® Business Solutions, Ltd. 508 Main Street, Windsor, Colorado 80550 legal@dovito.com
You accept this Agreement by accepting it in Systematics when you enroll a deliverable, or by signing an order that includes DovitoCare. Dovito records the version you accepted and the time of acceptance.
Plan Fees. The annual price is 15% less than twelve monthly Plan Fees. Type and size are as shown on the Completion Receipt.
| Covered Deliverable | Monthly Plan Fee | Annual prepaid Plan Fee |
|---|---|---|
| Automation, size S | $5 | $51.00 |
| Automation, size M | $11 | $112.20 |
| Automation, size L | $18 | $183.60 |
| Chat form, size S | $35 | $357.00 |
| Chat form, size M | $47 | $479.40 |
| Chat form, size L | $65 | $663.00 |
Fix Limits and Fix Fee. For each Covered Deliverable:
| Item | Term |
|---|---|
| Covered Fix hours in each Plan Month | Up to 4 |
| Covered Fix hours in each Plan Year | Up to 10 |
| Covered Fix hours for each Vendor-Wide Event, across all covered deliverables | Up to 40 |
| Fix Fee | 15% of the Uncovered Repair Price |
| Standard Repair Rate | $150 per hour |
| First response | Within 1 Business Day |
| Join Window | 30 days after Day 0 |
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