These Systematics Terms of Service (these "Terms") are 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 creates or uses an account on Systematics ("Customer" or "you").
PLEASE READ SECTION 22. IT REQUIRES DISPUTES TO BE RESOLVED BY BINDING ARBITRATION ON AN INDIVIDUAL BASIS, AND WAIVES JURY TRIALS AND CLASS ACTIONS.
1.1 How You Accept. You accept these Terms by checking the box indicating agreement when you create an account, start a subscription, or make a purchase, or by clicking a button that states that doing so accepts these Terms. We record the version you accepted and the time of acceptance. If you do not agree, do not use the Service.
1.2 Authority. The individual who accepts these Terms represents that they are at least 18 years old and have authority to bind the business named on the account. If that individual lacks authority, that individual is personally bound by these Terms. Anyone who uses the Service under your account ("User") must follow these Terms, and you are responsible for your Users.
1.3 Business Use Only. The Service is for business and professional use. It is not offered to consumers for personal, family, or household purposes, and you represent that you are not using it for those purposes.
1.4 Other Agreements. If you have signed a Master Services Agreement or other written agreement with Dovito that covers the Service, that agreement controls where it conflicts with these Terms. The Acceptable Use Policy at dovito.com/legal/aup (the "AUP"), the Data Processing Agreement at dovito.com/legal/dpa (the "DPA"), and the Privacy Policy at dovito.com/legal/privacy are part of these Terms. Dovito's website Terms and Conditions do not apply to the Service.
"Service" means Systematics, Dovito's software platform available at app.dovito.com, through its iOS and Android apps, and through its Model Context Protocol ("MCP") and connector endpoints (including mcp.dovito.com), together with its features, content, and documentation.
"Customer Data" means data, content, and files that you or your Users submit to the Service, or that the Service retrieves from Third-Party Services at your direction.
"Third-Party Services" means products, platforms, APIs, and services not provided by Dovito, including those you connect to the Service, such as customer relationship management, accounting, field-service, project-management, and communications platforms, and third-party AI models.
"Fees" means all amounts payable for the Service, including subscription, seat, connector, storage, usage, store, and skill-pack charges.
Other capitalized terms have the meanings given where they appear.
3.1 Business Accounts. Each Customer has a business account with one or more Users. A business account has an owner and may have administrators and members. The owner and administrators can invite Users, assign roles, manage billing, connect Third-Party Services, and control what Users can do. Actions taken by any User under your account are your actions.
3.2 Account Information. You will provide accurate and complete information and keep it current, including billing and contact details.
3.3 Credentials. You are responsible for keeping credentials confidential, for enabling two-step verification where available, and for all activity under your account. Notify us immediately at legal@dovito.com of any unauthorized use. We are not liable for losses caused by unauthorized use of your credentials that is not caused by our breach of these Terms.
3.4 Dovito Access for Support and Security. Authorized Dovito personnel may access your account, including by viewing the Service as a particular User, to provide support you request, investigate security or abuse concerns, maintain the Service, or comply with law. We log this access and limit it to what the purpose requires.
4.1 Access. Subject to these Terms and payment of applicable Fees, Dovito grants you a non-exclusive, non-transferable, non-sublicensable right during your subscription for your Users to access and use the Service for your internal business purposes.
4.2 Plans and Products. The Service is offered in plans and add-ons described on our pricing and checkout pages, which may include free and paid plans, per-seat pricing, storage allowances, connectors, usage-based features, a store, and skill packs. Plan features and limits are as described when you purchase them.
4.3 Changes to the Service. We may add, change, or remove features, connectors, and integrations at any time. If we remove a material feature of a paid plan during your paid period, you may cancel that plan and receive a pro-rata refund of prepaid Fees for the unused part of the period, which is your exclusive remedy.
4.4 Free, Trial, and Beta Features. Free plans, trials, previews, and features labeled beta, preview, or early access are provided "as is," may be changed or discontinued at any time, may be subject to additional limits, and are excluded from any commitment we make about the Service. Our total liability for them is limited to $100.
4.5 Mobile Apps. Mobile apps are licensed, not sold, for use on devices you control and only with the Service. If you download an app from the Apple App Store or Google Play, you also agree to that store's terms. Apple Inc. and Google LLC are not parties to these Terms, have no obligation to provide maintenance or support for the app, and are not responsible for any claim relating to the app. For the iOS app: (a) Dovito, not Apple, is solely responsible for the app, its content, maintenance, and support; (b) if the app fails to conform to any applicable warranty, you may notify Apple, and Apple's only obligation is to refund the purchase price, if any, and Apple has no other warranty obligation; (c) Dovito, not Apple, is responsible for any claims relating to the app, including product liability claims, claims that it fails to meet legal or regulatory requirements, consumer protection and privacy claims, and claims that it infringes a third party's intellectual property, subject to these Terms; and (d) questions and complaints about the app go to Dovito at legal@dovito.com. Apple and its subsidiaries are third-party beneficiaries of this Section 4.5 as to the iOS app and may enforce it against you. You represent that you are not located in a country subject to U.S. embargo and are not on any U.S. government list of prohibited or restricted parties.
You and your Users will comply with the AUP and all applicable laws. You will not, and will not allow anyone to: (a) sell, resell, sublicense, or provide the Service to third parties except as a feature expressly designed for sharing; (b) copy, modify, or create derivative works of the Service; (c) reverse engineer, decompile, or attempt to discover source code, models, or prompts, except as law expressly permits despite this restriction; (d) access the Service to build a competing product or to copy its features or design; (e) circumvent usage limits, billing, seat counts, security, or access controls; (f) scrape or use automated means to access the Service other than through APIs and MCP endpoints we provide; or (g) interfere with or disrupt the Service or others' use of it.
6.1 Authorization. By providing a payment method or wallet balance, you authorize Dovito and its payment processor, Stripe, to charge all Fees, taxes, and other amounts you incur to that payment method or wallet when due, including recurring charges, without further approval.
6.2 Automatic Renewal. PAID SUBSCRIPTIONS RENEW AUTOMATICALLY AT THE END OF EACH BILLING PERIOD FOR THE SAME PERIOD, AT THE THEN-CURRENT PRICE, UNTIL YOU CANCEL. The billing period for each product is shown at checkout. Some products, including connectors paid by card, bill every four weeks (13 times per year) rather than monthly. Products paid from your wallet renew by calendar month. You can cancel at any time in your account's billing settings.
6.3 Cancellation. Cancellation takes effect at the end of the current billing period, and you keep access until then. When a paid plan ends, your account moves to the free plan, if one is available, or loses access to the paid features. For a workspace plan, this may mean your account becomes read-only. Cancelling does not delete your account or Customer Data; see Section 14.
6.4 Seats and Add-Ons. If you add seats, storage, or other add-ons during a billing period, we charge a prorated amount for the rest of the period at the time you add them. If you remove seats or add-ons, access ends immediately and no refund or credit is given for the rest of the period.
6.5 Usage-Based Fees. Features priced by usage are charged at the rates shown in the Service at the time of use. Our usage records are final absent manifest error.
6.6 Price Changes. We may change prices by giving at least 30 days' notice by email or in the Service. New prices apply from your next billing period after the notice period. If you do not agree, you may cancel before the change takes effect.
6.7 Taxes. Fees exclude taxes. You are responsible for all sales, use, value-added, and similar taxes, other than taxes on Dovito's net income.
6.8 Failed Payments. If a payment fails, the affected subscription may become past due. While past due, we may disable the affected connectors, make workspaces read-only, suspend paid features, and retry the charge. If payment is not made within 15 days after the first failed attempt, we may cancel the subscription. You remain responsible for all amounts due.
6.9 Refunds. ALL FEES AND PURCHASES ARE NON-REFUNDABLE, including for partial billing periods, unused seats, unused features, and downgrades, except: (a) as required by law; (b) as stated in Sections 4.3, 7.5, and 24.3; or (c) where Dovito decides, in its sole discretion, to issue a refund or credit, which does not create an obligation to do so again.
6.10 Billing Disputes and Chargebacks. You must notify us in writing of any billing dispute within 30 days after the charge. You will contact us before initiating a chargeback. If you initiate a chargeback for an undisputed or properly incurred charge, we may suspend the account, reverse related points and credits, and recover the amount and any chargeback fees.
7.1 What the Wallet Is. The wallet is a prepaid account credit that a business may load to pay for Dovito products and services, including subscriptions, connectors, usage-based charges, and retainer services, as the Service allows. Wallet balances are denominated in U.S. dollars and can be used only with Dovito. Once wallet funds are applied to a purchase or retainer, they are governed by the terms of that purchase or retainer, including any agreement with Dovito that makes retainers non-refundable, and are no longer wallet balance.
7.2 What the Wallet Is Not. The wallet is not a bank account, deposit account, gift card, or stored-value or payment instrument. Wallet balances earn no interest, are not insured by the FDIC or any other agency, cannot be withdrawn as cash except as stated in Section 7.5, and cannot be transferred to another account or person.
7.3 Top-Ups and Auto-Reload. Each top-up must be within the minimum and maximum amounts shown in the Service (currently $10 and $1,000). If you enable auto-reload, you authorize us to charge your payment method the reload amount you select each time your balance falls below the threshold you select, until you turn auto-reload off.
7.4 Use of Balance. We may apply your wallet balance to any amount you owe Dovito. We may correct errors in your balance, and reverse credits obtained through error, fraud, chargeback, or breach of these Terms.
7.5 Refund on Account Closure. Wallet top-ups are non-refundable while your account is open. If you close your business account, you may request a refund of your remaining purchased wallet balance by emailing legal@dovito.com within 90 days after closure. We will refund that balance to the original payment method within 30 days after verifying the request, less (a) amounts you owe Dovito, (b) promotional credits, including credits from points, and (c) payment processing fees for the original top-ups. Balances not requested within that period are forfeited to the extent permitted by law.
7.6 Promotional Credit. Wallet credit from points, promotions, or goodwill is promotional credit. It has no cash value, is used before purchased balance unless the Service states otherwise, is never refundable, and may expire as stated when issued.
8.1 Program. Dovito may offer a rewards program in which businesses earn points, as described in the Service (currently 10 points for each whole U.S. dollar paid to Dovito by card, excluding wallet-paid renewals). Points may be redeemed only for promotional wallet credit at the rate and minimum shown in the Service (currently 1,000 points for $1 of credit, with a 1,000-point minimum).
8.2 No Cash Value. Points are a promotional benefit, not property. They have no cash value, cannot be sold, transferred, or combined across accounts, and cannot be redeemed for cash.
8.3 Expiration. Points expire if the business account has no points earned or redeemed for 12 consecutive months. We will try to give 30 days' notice by email before points expire. All points are forfeited when the account closes, and may be forfeited or reversed if they were earned through a refund, chargeback, fraud, error, or breach of these Terms.
8.4 Referrals. You may earn referral points as described in the Service when a business you refer becomes a paying customer. Referrals must be genuine and lawful. You may not refer yourself, your own affiliates, or accounts you control; use spam, paid search on Dovito brand terms, or misleading statements; or make any claim about Dovito that is not in our published materials. Referral credit is determined by our tracking records, which are final. Participants in Dovito's separate Affiliate Program are governed by the Affiliate Agreement at dovito.com/legal/affiliate for affiliate commissions.
8.5 Program Changes. We may change or end the rewards or referral program, including earning and redemption rates, on 30 days' notice. Points earned before a change remain redeemable under the prior terms until the change takes effect. You are responsible for any taxes on rewards.
9.1 What You Buy. The store may offer skill packs, templates, prompts, workflows, and other digital content ("Store Content"). Each purchase gives your business a non-exclusive, non-transferable, perpetual license to use the Store Content for your internal business purposes, including with AI tools your business uses. You may modify Store Content for that internal use.
9.2 Restrictions. You may not resell, redistribute, publish, sublicense, or share Store Content outside your business, or use it to create products or services for others.
9.3 Delivery and Refunds. Store Content is delivered digitally and is available to your business once purchased. STORE PURCHASES ARE NON-REFUNDABLE ONCE THE CONTENT IS MADE AVAILABLE, except under Section 6.9.
9.4 Informational Only. Store Content, including compliance calendars, checklists, and policy templates, is general information for business operations. It is not legal, tax, accounting, or compliance advice, may not reflect laws that apply to your business or recent legal changes, and should be confirmed with your own licensed advisors. We are not obligated to update Store Content.
10.1 Your Authorization. When you connect a Third-Party Service, you authorize Dovito to access, retrieve, transmit, and act on data in that service as needed to provide the features you use, and you represent that you have the right to do so under that service's terms and applicable law.
10.2 Their Terms Apply. Your use of a Third-Party Service is governed by your agreement with its provider. You are responsible for complying with those terms, maintaining your account with the provider, and paying its fees.
10.3 No Responsibility for Third Parties. Third-Party Services are not part of the Service. Dovito does not control them and is not responsible for their availability, security, accuracy, data handling, or changes, including API changes, rate limits, suspensions, or discontinuation, or for any loss caused by them. A connector may stop working if its provider changes or restricts access.
10.4 Manually Configured Connectors. Some connectors require Dovito to configure access for you. Additional terms may apply to them as stated when you request them.
11.1 AI Features. The Service includes features that use AI models, including third-party models, to answer questions, draft content, analyze data, transcribe audio, and take actions ("AI Features").
11.2 Output. AI output is generated automatically, can be inaccurate, incomplete, or inappropriate, and may be similar to output generated for others. YOU ARE RESPONSIBLE FOR REVIEWING AI OUTPUT BEFORE RELYING ON IT OR SHARING IT, and you must not rely on it as the sole basis for legal, financial, tax, accounting, medical, employment, credit, housing, insurance, or safety decisions.
11.3 Agent Actions. Some AI Features can create, change, send, or delete information in the Service and in connected Third-Party Services ("Agent Actions"). You decide which AI Features, connectors, and permissions to enable, and which Users may use them. The Service may ask for confirmation before certain Agent Actions, but not every Agent Action requires confirmation. AGENT ACTIONS TAKEN THROUGH CONNECTORS, THROUGH THE MCP ENDPOINTS, OR BY AN AI CLIENT YOU CONNECT (SUCH AS A THIRD-PARTY AI ASSISTANT) MAY EXECUTE WITHOUT A SEPARATE CONFIRMATION STEP IN THE SERVICE. A confirmation provided by an MCP client or AI assistant on your behalf is your confirmation. You are responsible for all Agent Actions taken under your account, for monitoring them, and for reversing them where needed. Before enabling write access to a system of record, such as accounting or payroll, you should test in a non-production environment and keep current backups.
11.4 Your Inputs. You are responsible for the content you submit to AI Features and for having the rights to submit it.
11.5 No Training. Dovito does not use Customer Data to train AI models made available to others, and uses third-party AI providers only under commercial terms that prohibit them from training their models on Customer Data. Third-party AI providers may retain inputs for a limited period for abuse monitoring under their terms.
11.6 Provider Changes. We may change the AI models and providers the Service uses, subject to Section 11.5. We are not responsible for a third-party AI provider's availability, output, or policy changes.
12.1 Messaging. If you use the Service to send SMS, voice, email, or other messages, including through an AI messaging agent, you are the sender of those messages. You are solely responsible for obtaining and documenting all consents required by law, including prior express written consent where the Telephone Consumer Protection Act requires it; for providing required disclosures, including that a recipient is communicating with an automated system where the law requires; for honoring opt-outs and quiet hours; for registering campaigns and sender identities with carriers; and for complying with the TCPA, CAN-SPAM Act, Telemarketing Sales Rule, and similar laws. Safeguards built into the Service, such as opt-out detection and quiet hours, do not shift that responsibility to Dovito.
12.2 Recordings and Transcription. If you record, upload, or transcribe calls, meetings, screens, or voice notes, you are responsible for giving all notices and obtaining all consents that recording and wiretap laws require, including from every party where all-party consent is required.
12.3 Electronic Signatures. The Service lets you send documents for electronic signature and records an audit trail. You are responsible for the content of documents you send, for determining whether electronic signature is appropriate and legally effective for each document, for verifying signers' identities where it matters, and for any consent to electronic records that applicable law requires beyond what the Service collects. Some documents, such as wills, certain real estate and family law documents, and documents requiring notarization or witnessing, may not be validly signed electronically. Dovito is not a party to documents signed through the Service.
13.1 Ownership. As between the parties, you own Customer Data. You grant Dovito and its sub-processors a worldwide, non-exclusive, royalty-free license to host, copy, transmit, process, and display Customer Data as needed to provide, secure, and support the Service and as these Terms otherwise permit.
13.2 Your Responsibilities. You are responsible for the accuracy, quality, and legality of Customer Data and the means by which you obtained it; for giving individuals all notices and obtaining all consents needed for Dovito to process it; and for maintaining your own backups. Do not submit protected health information unless you have signed a Business Associate Agreement with Dovito, or payment card data except through Dovito's payment processor. Do not submit other data subject to special legal requirements except where the Service is designed for it.
13.3 Data Processing. The DPA applies to Personal Data in Customer Data. Dovito is your processor or service provider for that data.
13.4 Aggregated Data. Dovito may collect and use data about the operation and use of the Service, and may create de-identified and aggregated data from Customer Data, to operate, secure, analyze, and improve its products and services, provided it does not identify you or any individual.
13.5 Feedback. You grant Dovito a perpetual, irrevocable, royalty-free license to use any suggestions or feedback you provide, without obligation to you.
13.6 Legal Requests. Dovito may disclose Customer Data if required by law, subpoena, or court order. Where legally permitted, we will try to notify you first so you can seek protection.
14.1 Export. While your account is active, and by written request to legal@dovito.com made within 30 days after it is closed, you may export Customer Data using features in the Service or by request, and we will provide the data in a standard machine-readable format within 30 days after the request.
14.2 Deletion. We will delete Customer Data within 90 days after your account is closed, except copies in backups (overwritten in the ordinary course) and copies we must keep by law. Our own records of your account, billing, transactions, and security events are not Customer Data and are kept as described in our Privacy Policy. Dovito has no obligation to keep Customer Data after deletion.
14.3 User Accounts. A User may delete their own user account in the Service. Deleting a user account does not delete business-owned Customer Data that the User created.
Dovito will maintain reasonable administrative, technical, and physical safeguards designed to protect Customer Data, as described in the DPA. You are responsible for configuring the Service, your Users' access, and connected Third-Party Services appropriately, and for the security of your own systems and devices. No system is completely secure.
We may suspend all or part of your or any User's access to the Service immediately, with notice where practicable, if: (a) you fail to pay Fees when due; (b) we reasonably believe your use violates these Terms or the AUP, poses a security risk, may harm Dovito, other customers, or third parties, or may subject us to liability; (c) a Third-Party Service provider or AI provider requires it; or (d) required by law. We will limit suspension to what is reasonably necessary and restore access once the cause is resolved. Fees continue during suspension caused by you.
We aim to keep the Service available, but it may be interrupted for maintenance, updates, outages of our providers, or events outside our control. WE DO NOT PROVIDE A SERVICE-LEVEL COMMITMENT UNDER THESE TERMS. Support is provided through the channels described in the Service, on a commercially reasonable basis.
Dovito and its licensors own the Service, including its software, AI configurations, prompts, connectors, designs, content, trademarks, and the Systematics™ methodology, and all improvements to them. These Terms do not transfer any ownership to you. Dovito reserves all rights not expressly granted.
Each party will use the other's non-public information that is marked or reasonably understood as confidential only to perform under these Terms and will protect it with at least reasonable care. Dovito's confidential information includes non-public features, pricing offered to you, and the Service's design. Customer Data is your confidential information. These obligations 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 do not prevent disclosures required by law. If a party must disclose the other's confidential information by law, it will give prompt notice where legally permitted so the other party can seek protection. These obligations continue for three years after these Terms end, and for trade secrets and Customer Data, for as long as they remain trade secrets or are held by the recipient.
20.1 Mutual. Each party represents that it has authority to enter into these Terms.
20.2 No Professional Advice. The Service, AI Features, Store Content, reports, and dashboards provide business and technical tools and information. They are not legal, tax, accounting, financial, medical, or compliance advice. Consult your own licensed advisors.
20.3 Disclaimer. EXCEPT AS EXPRESSLY STATED IN THESE TERMS, THE SERVICE, AI FEATURES, AGENT ACTIONS, STORE CONTENT, CONNECTORS, AND THIRD-PARTY SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE." TO THE MAXIMUM EXTENT PERMITTED BY LAW, DOVITO DISCLAIMS ALL WARRANTIES, EXPRESS, IMPLIED, OR STATUTORY, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, ACCURACY, AND QUIET ENJOYMENT, AND ANY WARRANTY THAT THE SERVICE WILL BE UNINTERRUPTED, ERROR-FREE, SECURE, OR FREE OF HARMFUL COMPONENTS, OR THAT DATA WILL NOT BE LOST.
21.1 Excluded Damages. TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER PARTY WILL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR LOST PROFITS, REVENUE, SAVINGS, OR GOODWILL, LOSS OR CORRUPTION OF DATA, ERRONEOUS ENTRIES IN ANY SYSTEM OF RECORD, COST OF SUBSTITUTE SERVICES, OR BUSINESS INTERRUPTION, ARISING OUT OF OR RELATING TO THESE TERMS OR THE SERVICE, UNDER ANY THEORY OF LIABILITY, EVEN IF ADVISED OF THEIR POSSIBILITY.
21.2 Cap. TO THE MAXIMUM EXTENT PERMITTED BY LAW, EACH PARTY'S TOTAL LIABILITY ARISING OUT OF OR RELATING TO THESE TERMS OR THE SERVICE WILL NOT EXCEED THE GREATER OF (A) THE FEES YOU PAID TO DOVITO FOR THE SERVICE IN THE 12 MONTHS BEFORE THE FIRST EVENT GIVING RISE TO LIABILITY, AND (B) $100 (THE "GENERAL CAP"). FOR BREACH OF SECTION 15, SECTION 19, OR THE DPA, OTHER THAN WILLFUL MISCONDUCT, EACH PARTY'S TOTAL LIABILITY WILL NOT EXCEED TWO TIMES THE GENERAL CAP. THE CAPS ARE AGGREGATE AND NOT CUMULATIVE.
21.3 Exceptions. Sections 21.1 and 21.2 do not limit your obligation to pay Fees, your liability for breach of Section 5 or the AUP or for infringing Dovito's intellectual property, your obligations under Section 21.5, liability for fraud, gross negligence, or willful misconduct, or liability that cannot be limited by law.
21.4 Basis of the Bargain. The Fees reflect the allocation of risk in Sections 20 and 21, which apply even if a limited remedy fails of its essential purpose.
21.5 Your Indemnity. You 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) Customer Data; (b) your or your Users' use of the Service, including Agent Actions and AI output; (c) messages, recordings, and signature requests you send or make through the Service; (d) your connection of, or actions in, Third-Party Services; (e) your breach of these Terms or the AUP; or (f) your violation of law or third-party rights. Dovito will notify you promptly of the claim, let you control the defense (except that you may not settle in a way that admits Dovito's fault or imposes obligations on Dovito without its consent), and cooperate at your expense.
22.1 Negotiation and Mediation. A party with a dispute arising out of or relating to these Terms or the Service, including their 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.
22.2 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 these Terms, may not award damages excluded by Section 21, and will issue a reasoned written award. Judgment may be entered in any court with jurisdiction. The Federal Arbitration Act governs this Section 22. The arbitrator decides questions of arbitrability, except that a court decides the validity and scope of Section 22.4. The parties will keep the proceedings confidential.
22.3 Exceptions. Either party may bring an individual action in small claims court, seek temporary or preliminary equitable relief in court to protect its intellectual property or confidential information or to prevent irreparable harm, and bring an action in court to collect undisputed Fees.
22.4 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. Disputes will be resolved only on an individual basis. If this Section 22.4 is found unenforceable as to a Dispute, that Dispute will proceed in court under Section 23 and not in arbitration.
22.5 Time Limit. 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, except claims for unpaid Fees or intellectual property infringement.
22.6 Fees and Costs. The prevailing party in any arbitration or court action is entitled to recover its reasonable attorneys' fees, expert fees, arbitration fees, and costs.
These Terms are governed by the laws of the State of Colorado, without regard to conflict-of-laws rules, and by the Federal Arbitration Act as to Section 22. 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, except that a party may seek relief under Section 22.3 in any court of competent jurisdiction.
24.1 Term. These Terms apply from your acceptance until your account is closed.
24.2 Termination by You. You may close your business account at any time by cancelling all subscriptions and requesting closure in the Service or at legal@dovito.com. Closure does not entitle you to a refund except under Section 7.5.
24.3 Termination by Dovito. We may terminate these Terms or your account: (a) on 30 days' notice for any reason; (b) immediately on notice if you materially breach these Terms or the AUP, fail to pay Fees after suspension, or if we are required to by law or a provider; or (c) after 12 months of inactivity on a free plan, on 30 days' notice. If we terminate under (a), we will refund prepaid Fees for the unused portion of any paid period and your purchased wallet balance.
24.4 Effect. On termination, your right to use the Service ends, all unpaid Fees become due, and Section 14 applies to Customer Data. Sections 2, 5, 6.9, 6.10, 7.5, 8.3, 9.2, 9.4, 11.2 through 11.4, 12, 13.4 through 13.6, 14, 18 through 23, 24.4, and 26 survive.
We may update these Terms. We will give at least 30 days' notice of a material change by email to your account owner or in the Service, and the updated Terms will state their effective date. Changes do not apply retroactively and do not apply to Disputes that arose before the effective date. By continuing to use the Service after the effective date, you accept the updated Terms. If you do not agree, you may cancel before the effective date. Changes required by law or that address new features may take effect sooner.
26.1 Assignment. You may not assign these Terms without our written consent, except to a successor in a merger or sale of all or substantially all of your business, on notice to us. We may assign these Terms to an affiliate or to a successor in a merger, acquisition, reorganization, or sale of assets. Any other attempted assignment is void.
26.2 Notices. We may give notices by email to your account owner or administrators, or in the Service. You must send legal notices to 508 Main Street, Windsor, Colorado 80550, with a copy to legal@dovito.com.
26.3 Force Majeure. Neither party is liable for delay or failure caused by events beyond its reasonable control, including outages or changes of hosting, AI, or Third-Party Service providers. This does not excuse payment obligations.
26.4 Publicity. We may identify you as a customer by name and logo. You may opt out by emailing legal@dovito.com.
26.5 Export and Sanctions. You will comply with U.S. export control and sanctions laws and will not use the Service in, or for any person in, an embargoed country or on a restricted-party list.
26.6 Independent Contractors. The parties are independent contractors. These Terms create no partnership, agency, employment, or fiduciary relationship.
26.7 Entire Agreement. These Terms, with the AUP, DPA, and any order you place, are the entire agreement about the Service and supersede prior agreements about it, subject to Section 1.4. Purchase orders and other forms you issue do not add to or change these Terms.
26.8 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.
26.9 Interpretation. "Including" means "including without limitation." Headings are for convenience only.
26.10 Electronic Communications. You consent to receive agreements, notices, and records electronically, which satisfy any requirement that they be in writing.
26.11 No Third-Party Beneficiaries. Except under Sections 4.5 and 21.5, there are no third-party beneficiaries.
Dovito® Business Solutions, Ltd. 508 Main Street, Windsor, Colorado 80550 legal@dovito.com