This Agency Partner 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 that accepts it ("Agency"). It takes effect on the date Agency accepts it under Section 1.3 (the "Effective Date").
SECTION 13 REQUIRES DISPUTES TO BE RESOLVED BY BINDING ARBITRATION ON AN INDIVIDUAL BASIS AND WAIVES JURY TRIALS AND CLASS ACTIONS.
1.1 Purpose. Agency brings its clients to Systematics, Dovito's software platform at app.dovito.com, through Sub-Accounts. Dovito pays Agency a share of what those Sub-Accounts pay, as this Agreement states.
1.2 Non-Exclusive. This Agreement is non-exclusive. Agency may work with other platforms, and Dovito may work with other agencies and sell directly.
1.3 How Agency Accepts. Agency accepts this Agreement by signing an order or a copy of it, or by accepting it in Systematics when Agency turns on the agency add-on. Dovito records the version Agency accepted and the time of acceptance. The individual who accepts represents that they have authority to bind Agency.
1.4 Related Documents. Agency's own use of Systematics is governed by the Systematics Terms of Service at dovito.com/legal/systematics-terms (the "Systematics Terms") and the Acceptable Use Policy at dovito.com/legal/aup. If this Agreement conflicts with them about the shares it pays, this Agreement controls.
2.1 Earlier Programs. For Agency, this Agreement replaces the Dovito Affiliate Agreement and the Dovito Referral Partner Agreement. From the Effective Date, no new commission accrues to Agency under either of them.
2.2 Amounts Already Earned. A commission that Agency earned under one of those agreements before the Effective Date stays payable under the terms of the agreement that governed it.
3.1 Agency Plan. The agency add-on is included in the Systematics plans that Dovito's price list names as including it, which on the date of this version are Pro, Growth, and Enterprise (each an "Agency Plan"). Agency is "on an Agency Plan" while it has an active, paid subscription to one of them.
3.2 Sub-Accounts. A "Sub-Account" is a Systematics business account that Agency creates for one of its clients under Agency's account, or that Dovito's records attribute to Agency under Section 3.5. Agency may add Sub-Accounts as follows:
| Agency Plan | Sub-Accounts |
|---|---|
| Pro | 10 included. Each Sub-Account after 10 costs Agency $5 a month. |
| Growth | Unlimited. |
| Enterprise | Unlimited. |
3.3 Each Sub-Account Pays for Itself. Each Sub-Account pays Dovito for its own plan at the price in Dovito's price list on the day of payment. Dovito bills each Sub-Account directly.
3.4 Sub-Account Terms. Each Sub-Account owner accepts the Systematics Terms and the Acceptable Use Policy. The Sub-Account is Dovito's customer for Systematics. Agency has no authority to change those terms, to accept them for a client, or to promise anything on Dovito's behalf.
3.5 Partner of Record. The agency that first brings a business to Systematics is that business's partner of record, and stays its partner of record if the business later signs up directly. Each business has one partner of record. Dovito's attribution records decide who it is, and they are final absent manifest error.
4.1 Subscription Share. Dovito will pay Agency 20% of the Net Subscription Revenue from each Sub-Account. The Subscription Share has no end date. It is payable for as long as the Sub-Account pays, Agency is on an Agency Plan, and this Agreement is in effect, subject to Section 9.
4.2 Pause Below an Agency Plan. The Subscription Share and the BUILD Share do not accrue for any period in which Agency is not on an Agency Plan. They start to accrue again from the day Agency returns to an Agency Plan. Amounts for the paused period are not paid later.
4.3 BUILD Share. When Dovito sells BUILD work to a Sub-Account at Dovito's list price, Dovito will pay Agency a share of the BUILD Revenue from that work. The share follows the Agency Plan that Agency is on when Dovito collects the payment:
| Agency Plan | BUILD Share |
|---|---|
| Pro | 5% |
| Growth | 8% |
| Enterprise | 10% |
4.4 Partner Price on Builds. Agency may instead buy a BUILD item for its client from Dovito at 15% below Dovito's list price and resell it to that client. Agency may charge the client up to Dovito's list price for the item and no more. No BUILD Share is paid on an item bought at the partner price. For each item, Agency receives either the partner price or the BUILD Share, never both.
4.5 Agency's Own Account. No share is paid on what Agency pays Dovito for its own account, including discounted BUILD work for Agency.
4.6 Definitions.
(a) "Net Subscription Revenue" means the money Dovito collects from a Sub-Account for its plan fee and its builder seats, after discounts and before tax, less refunds, disputes and chargebacks, payment processing fees, and Dovito's cost of the AI usage that the plan includes.
(b) "BUILD Revenue" means the money Dovito collects from a Sub-Account for BUILD work and connector builds sold at list price, before tax, less refunds, disputes and chargebacks, and payment processing fees.
(c) Net Subscription Revenue does not include usage charges, runs above a plan's allowance, AI usage above a plan's allowance, wallet loads, spend paid with wallet balance or with promotional or reward credit, connectors, services, retainers, or hourly work.
4.7 No Other Commission. The shares in this Section 4 are the only compensation Dovito pays Agency. A "preferred partner" listing in Systematics is a listing only. It is not a commission tier and carries no rate.
4.8 Rate Changes. Dovito may change the shares in this Section 4 by giving Agency at least 30 days' written notice. A change applies only to revenue Dovito collects after the notice period. A reduction of the Subscription Share does not apply to a Sub-Account that existed before the change takes effect.
5.1 Schedule. Dovito pays on the 15th day of each month, or the next business day, for shares on revenue that Dovito collected at least 30 days before that payment date and has not already paid.
5.2 Minimum. If the amount due is less than $50, Dovito carries it forward to the next payment date on which the total due is $50 or more. When this Agreement ends, Dovito pays any carried amount that is due, whatever its size.
5.3 Method. Dovito pays through Stripe Connect or by ACH to a business bank account in Agency's name. Agency will complete the payout onboarding that Dovito's payment processor requires. Dovito has no obligation to pay until Agency has done so and has delivered the tax form in Section 5.6.
5.4 Statements. With each payment, Dovito will make a statement available that lists each Sub-Account, the revenue collected, the share rate, and the amount. Dovito's billing records decide the amounts and are final absent manifest error. Agency must raise any dispute about a statement in writing within 60 days after Dovito makes it available.
5.5 Refunds and Chargebacks. If Dovito refunds a Sub-Account or loses a dispute or chargeback, Dovito will deduct the matching share from the next payment. If no later payment is due, Agency will repay the amount within 30 days after Dovito's written request.
5.6 Taxes. Agency is responsible for all taxes on what it receives. Before the first payment, Agency will give Dovito a completed IRS Form W-9, or the applicable Form W-8 if Agency is not a U.S. person. Dovito will file the information returns the law requires.
6.1 Disclosure. Agency will tell each client, clearly and in writing, that Agency receives compensation from Dovito, and will follow the Federal Trade Commission's rules on endorsements and advertising.
6.2 Lawful Marketing. Agency will comply with all laws that apply to its marketing, including the CAN-SPAM Act, the Telephone Consumer Protection Act, and the Telemarketing Sales Rule.
6.3 Prohibited Conduct. Agency will not: (a) promise or guarantee earnings, savings, or other results; (b) describe Dovito or Systematics as a business opportunity or an income program; (c) say that Agency is an employee, agent, or official representative of Dovito; (d) make any claim about Dovito or Systematics that is not in Dovito's published materials; (e) use cookie stuffing, spam, hidden redirects, or paid advertising on Dovito brand terms; (f) register or use a domain name, social handle, or business name that contains a Dovito trademark; or (g) create a Sub-Account for itself, its affiliates, or a business it controls in order to earn a share.
6.4 Client Relationship. Agency is responsible for its own agreements with its clients, for the services it provides them, and for what it charges them.
7.1 Platform and Billing. Dovito operates Systematics under the Systematics Terms and bills each Sub-Account directly.
7.2 Visibility. Dovito will show Agency each Sub-Account's plan and payment status. Dovito will not show Agency a Sub-Account's business data unless the Sub-Account owner has given Agency access.
7.3 Dovito's Discretion. Dovito decides its prices, plans, features, and whether to accept, suspend, or end any customer account. Dovito is not liable to Agency for a share that does not accrue because a Sub-Account downgrades, cancels, is suspended, or is closed.
This Agreement starts on the Effective Date and continues until a party ends it under Section 9.
9.1 By Either Party. Either party may end this Agreement at any time by giving 30 days' written notice.
9.2 By Dovito for Cause. Dovito may end this Agreement immediately on notice for fraud, for a breach of Section 6.3, for a material breach that Agency does not cure within 15 days after notice, or for conduct that harms Dovito's reputation.
9.3 What Happens to the Shares. When this Agreement ends: (a) no new Sub-Account can be added under it; (b) Dovito pays the shares that accrued before the end date on the schedule in Section 5; and (c) no share accrues after the end date, except that if Dovito ends this Agreement under Section 9.1, the Subscription Share continues to accrue on each Sub-Account that existed on the end date for 12 months after that date, for as long as that Sub-Account pays.
9.4 Sub-Accounts Continue. Each Sub-Account stays a customer of Dovito after this Agreement ends.
9.5 Survival. Sections 2.2, 4.6, 5, 9.3, 9.4, and 10 through 14 survive.
10.1 Confidentiality. Each party will use the other's non-public information only to perform this Agreement, will protect it with at least reasonable care, and will not disclose it without the other's written consent. These obligations continue for three years after this Agreement ends, and for trade secrets, for as long as they remain trade secrets. They do not apply to information that is public through no fault of the recipient, already known to it, received from a third party without restriction, or independently developed, and they do not prevent a disclosure the law requires.
10.2 Personal Data. Each party will comply with the privacy and data protection laws that apply to it. Where Agency has access to a Sub-Account's data, Agency acts for that Sub-Account and under its instructions, and not for Dovito.
Dovito grants Agency a limited, non-exclusive, non-transferable, revocable license during the term to use the Dovito and Systematics names and logos, in the form Dovito provides, only to identify the platform that Agency offers its clients. Agency will follow Dovito's brand guidelines, will not alter the marks, and will not imply an endorsement beyond this Agreement. All goodwill from that use belongs to Dovito.
12.1 Excluded Damages. TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER PARTY WILL BE LIABLE UNDER THIS AGREEMENT FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR LOST PROFITS, REVENUE, OR GOODWILL, EVEN IF ADVISED OF THEIR POSSIBILITY.
12.2 Cap. TO THE MAXIMUM EXTENT PERMITTED BY LAW, DOVITO'S TOTAL LIABILITY ARISING OUT OF OR RELATING TO THIS AGREEMENT WILL NOT EXCEED THE SHARES THAT DOVITO PAID OR OWED AGENCY UNDER IT IN THE 12 MONTHS BEFORE THE FIRST EVENT GIVING RISE TO LIABILITY.
12.3 Exceptions. Sections 12.1 and 12.2 do not limit Dovito's obligation to pay shares that have accrued, Agency's obligations under Section 12.4, liability for fraud, gross negligence, or willful misconduct, or liability that cannot be limited by law.
12.4 Agency's Indemnity. Agency will defend Dovito, its affiliates, and their owners, officers, employees, and contractors against any third-party claim, and pay all resulting damages, settlements, fines, penalties, and reasonable costs and attorneys' fees, arising out of or relating to: (a) Agency's marketing, statements, or promises; (b) Agency's services to, or agreements with, its clients; (c) Agency's breach of this Agreement; or (d) Agency's violation of law or third-party rights.
12.5 Independent Contractors. Agency is an independent contractor. This Agreement creates no employment, partnership, joint venture, franchise, or agency relationship, and Agency has no authority to bind Dovito.
13.1 Negotiation and Mediation. A party with a dispute arising out of or relating to this Agreement, including its formation, interpretation, or validity (a "Dispute"), will give written notice. Senior representatives will meet within 15 days after the notice. If the Dispute is not resolved within 30 days after the notice, either party may submit it to non-binding mediation administered by the American Arbitration Association ("AAA") in Weld County, Colorado, or by video conference, with the mediator's fees shared equally.
13.2 Binding Arbitration. Any Dispute not resolved within 60 days after the notice will be resolved by final and binding arbitration administered by the AAA under its Commercial Arbitration Rules, before a single arbitrator, seated in Weld County, Colorado, with hearings by video conference where the arbitrator permits. The arbitrator will apply Colorado law and this Agreement, may not award damages excluded by Section 12, and will issue a reasoned written award. Judgment may be entered in any court with jurisdiction. The Federal Arbitration Act governs this Section 13. The arbitrator decides questions of arbitrability, except that a court decides the validity and scope of Section 13.4. The parties will keep the proceedings confidential.
13.3 Exceptions. Either party may bring an individual action in small claims court, and may seek temporary or preliminary equitable relief in court to protect its intellectual property or confidential information or to prevent irreparable harm.
13.4 Jury and Class Waiver. EACH PARTY WAIVES ANY RIGHT TO A JURY TRIAL AND ANY RIGHT TO BRING OR PARTICIPATE IN A CLASS, COLLECTIVE, CONSOLIDATED, OR REPRESENTATIVE PROCEEDING. If this Section 13.4 is found unenforceable as to a Dispute, that Dispute will proceed in court under Section 13.6 and not in arbitration.
13.5 Time Limit and Fees. To the extent permitted by law, any claim must be brought within one year after the claiming party knew or reasonably should have known of it. The prevailing party in any arbitration or court action is entitled to recover its reasonable attorneys' fees, expert fees, arbitration fees, and costs.
13.6 Governing Law and Venue. This Agreement is governed by the laws of the State of Colorado, without regard to conflict-of-laws rules, and by the Federal Arbitration Act as to this Section 13. For any matter permitted in court, the parties submit to the exclusive jurisdiction of the state courts located in Weld County, Colorado, and the United States District Court for the District of Colorado.
14.1 Changes. Dovito may update this Agreement by giving at least 30 days' notice by email or in Systematics, and the updated Agreement will state its effective date. If Agency does not agree, it may end this Agreement before that date. Section 4.8 governs changes to the shares.
14.2 Assignment. Agency may not assign this Agreement without Dovito's written consent, except to a successor in a merger or sale of all or substantially all of its business, on notice to Dovito. Dovito may assign this Agreement to an affiliate or to a successor in a merger, acquisition, reorganization, or sale of assets.
14.3 Notices. Dovito may give notices by email to Agency's account owner or in Systematics. Agency must send legal notices to 508 Main Street, Windsor, Colorado 80550, with a copy to legal@dovito.com.
14.4 Entire Agreement. This Agreement, with the Systematics Terms and any order that names it, is the entire agreement about its subject and supersedes prior agreements and discussions about it, subject to Section 2.2.
14.5 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.
14.6 Interpretation. "Including" means "including without limitation." Headings are for convenience only.
14.7 Electronic Acceptance and Records. Agency may accept this Agreement electronically, and consents to receive agreements, notices, and records electronically.
14.8 No Third-Party Beneficiaries. Except under Section 12.4, there are no third-party beneficiaries. No Sub-Account is a party to or a beneficiary of this Agreement.
Dovito® Business Solutions, Ltd. 508 Main Street, Windsor, Colorado 80550 legal@dovito.com
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