Terms of Service

Doculogix provides its PTS and EWM cloud-based suite of services (the "Services") via the websites (each a "Website") through which a customer may access and use the Services. Any use of the Services is subject to the terms and conditions herein (the "Terms of Service"), which together with the Orders (defined below) form an agreement between Doculogix and the customer listed on the Order (the "Customer"). If you are a Customer and do not agree with any of the Terms of Service, you shall not use the Services.

1. Ordering

Customer and Doculogix may, from time to time, enter into orders for the Services on a form provided by Doculogix (each, an "Order"), and these Terms of Service shall govern any such Order and once accepted by Doculogix will form part of this Agreement. The Order may incorporate these Terms of Service by reference, by attaching the Terms of Service directly to the Order, or by accepting electronically.

2. Services

In exchange for payment of the fees listed on the Order ("Fees") and subject to the Terms of Service herein, and any listed in the Order, Doculogix grants to Customer a non-exclusive, non-transferable, worldwide right to have User's access and use the Services listed on the Order for the duration of the Subscription Contract Term (as defined in the Order). Other than this subscription to access and use the Services, Doculogix reserves all rights, titles, and interest in the Services and the Website. The Parties hereby acknowledge and agree that Doculogix is not engaged in the practice of law and is not providing legal advice to Customer.

"Users" means any person whom the Customer authorizes to use the Services on Customer's behalf, including any employee, contractor, consultant, or agent of Customer or any Affiliate of Customer, provided that in every case, Customer is responsible and liable for the acts and omissions of any User. "Affiliate" means any corporation, firm, partnership, or other entity that directly or indirectly controls, is controlled by, or is under common control with Customer.

3. Restrictions

Customer shall use the Services solely for Customer's business purposes and shall not: (a) reverse engineer or otherwise attempt to discover the source code of or trade secrets embodied in the Services; (b) distribute, transfer, lease, grant sublicenses, or otherwise make available the Services to third parties other than Users; (c) embed or incorporate in any manner the Services into websites other than the Website; (d) except as enabled by an application programming interface released by Doculogix, create add-ons, plug-ins, extensions, modifications to or derivative works of the Services; (e) remove the copyright, trademark, or any other proprietary rights or notices included within the Services; (f) use the Services in a manner not authorized under the documentation on the Website or in violation of any applicable law, rule or regulation; or (g) in any way access or use the Services to directly or indirectly develop, promote, distribute, sell or support any product or service that is competitive with the Services.

4. Registration

Customer will ensure that all Users (a) provide accurate, current, and complete information as may be prompted by any registration forms on the Site ("Registration Data"), (b) maintain the security of any passwords and identification, and (c) maintain and promptly update the Registration Data and any other information provided to Doculogix.

5. Duration

The Agreement will begin on the Effective Date and will last as long as Orders are in force unless terminated earlier per this Section.

5.1. Suspension of Access

Doculogix may suspend Customer's access to and use of the Services if any undisputed Fees that are due become delinquent (fall into arrears for more than 30 days) or immediately if Customer is in material breach of Section 10.2. In the event Customer is in arrears, Doculogix will provide Customer with ten days of notice before suspending the account. The suspension will last until all Fees have been paid or the breach has been cured and will not extend the Customer's Subscription Contract Term.

5.2. Termination for Breach

Either Party may terminate this Agreement if the other Party has materially breached any of the terms and conditions and failed to cure the breach following at least 30 days written notice. If the Customer has terminated under this Section, within 30 days after termination, Doculogix will refund the Customer the prorated amount of the Fees. If Doculogix has terminated under this Section, all Fees that were not yet due become immediately due and payable as of the termination date.

5.3. Termination for Bankruptcy

Either Party may terminate this Agreement immediately upon written notice if (a) the other Party is declared insolvent or adjudged bankrupt by a court of competent jurisdiction, or (b) a petition for bankruptcy or reorganization or an arrangement with creditors is filed by or against that Party and is not dismissed within 60 days. If this Agreement terminates under this Section, Customer shall pay Doculogix all Fees that are due and payable up to the date of termination.

5.4. Effect of Termination

Upon termination for any reason, (a) Customer will immediately cease all access to the affected Services and if applicable will uninstall any Doculogix software, and (b) upon Customer's written request (which Doculogix must receive within 30 days after termination) and payment of all undisputed Fees, Doculogix shall provide Customer with an electronic copy of the Customer Data. Doculogix is not responsible for maintaining any Customer Data for more than 30 days following termination. The following terms survive termination: 3, 5.4, 8.4, and 9 through 16.

6. Fees

6.1. Manner of Invoicing

The customer is responsible for the timely communication of any vendor set-up and invoice submission requirements for vendor payments (e.g., purchase orders, vendor registration forms, use of an independent portal for invoice submission, etc.). Any fees associated with the submission of an invoice and/or receipt of payment will be the responsibility of the Customer.

6.2. Payment of Invoices

Doculogix shall invoice Customer for the Fees for the Services and any one-time services, and all amounts stated in any invoice shall be due and payable to Doculogix LLC, in U.S. dollars, within 15 days after the date of the invoice, to the account specified on the invoice via ACH credit transfer. All amounts paid or payable to Doculogix in connection with the Service are nonrefundable.

6.3. Payment of Monthly Licenses

All monthly license agreements shall be paid using the credit card on file upon the due date. Services and any one-time services and all amounts stated in any invoice shall be due and payable to Doculogix LLC in U.S. dollars. All amounts paid or payable to Doculogix in connection with the Service are nonrefundable.

6.4. Renewal

The Services shall automatically renew for successive Subscription Contract Terms unless either Party gives the other Party written notice of non-renewal at least 30 days prior to the end of the current Subscription Contract Term. Doculogix reserves the right to change the subscription Fees by providing notice at least 30 days prior to the end of the current term.

6.5. Taxes

The subscription Fees do not include any Customer sales, use, or other taxes or governmental charges, for which the Customer is solely responsible. The customer will pay or reimburse Doculogix for all such charges as they are assessed or become due.

6.6. Late Payments

Any amounts not paid when due will accrue interest at the rate of one and one-half percent (1.5%) per month or the highest rate permitted by applicable law, whichever is less, determined and compounded daily from the date due until the date paid.

7. Support

Doculogix will provide the support services stated at www.Doculogix.com/Support to the Customer during the Subscription Contract Term. Doculogix may modify the support services at its discretion, and any changes will apply after posting on the support website.

8. Intellectual Property Rights and Customer Data

8.1. Intellectual Property Rights Definition

"Intellectual Property Rights" means unpatented inventions, patent applications, patents, design rights, copyrights, trademarks, service marks, trade names, domain name rights, mask work rights, know-how and other trade secret rights, and all other intellectual property rights, derivatives thereof, and forms of protection of a similar nature anywhere in the world.

8.2. Intellectual Property Rights Ownership, Use

Doculogix alone (and its suppliers, where applicable) shall own all rights, title and interest, including all related Intellectual Property Rights, in and to all of Doculogix proprietary technology made available to Customer in providing the Services. This Agreement is not a sale and does not convey to Customer any rights of ownership in or related to the Services. The Doculogix name, the Doculogix logo, and the product names associated with the Services are trademarks of Doculogix or its suppliers, and no right or license is granted to use them.

8.3. Customer Data Definition

"Customer Data" means any data and information that Customer generates using the Services during the term of this Agreement. Customer Data may include "Personal Information," meaning information relating to a person that identifies such person or could reasonably be used to identify such person, including but not limited to a person's name, image, likeness, voice, address, phone number, e-mail address, IP address, account number, social security number or other government-issued identifier, credit information, employee information, medical or health information and financial information.

8.4. Customer Data Ownership; Use

The customer retains ownership of all rights, titles, and interests in the Customer Data. Customer grants Doculogix a nonexclusive, worldwide, royalty-free license to reproduce, display, adapt, modify, transmit, distribute, and otherwise use such Customer Data as necessary or reasonable to provide the Services and to use the Customer Data in anonymized and aggregated form for generating "Benchmarking Statistics" relating to industry trends provided that the anonymized data does not include information that identifies or provides a reasonable basis to identify a company or an individual.

9. Security

Doculogix will use commercially reasonable security methodologies to protect Customer Data and will require the use of such methodologies from its Subcontractors. While Doculogix does maintain backups for all Customer Data stored in its systems, Doculogix encourages Customer to utilize the features of the Services to export Customer Data at regular intervals.

9.1. Data Breach

In the event of any unauthorized and/or unlawful access, use, disclosure, destruction, or loss of Customer Data stored in Doculogix software (a "Data Breach"), Doculogix will promptly notify Customer and will cooperate with Customer's reasonable efforts to resolve the Data Breach.

9.2. Remediation by Doculogix

If the Data Breach was the direct result of the willful misconduct of Doculogix and not a result of the willful misconduct of the Customer, then Doculogix will maintain control of and pay for efforts to remediate the Data Breach, including conducting necessary investigations, delivering legal notices, cooperating with regulatory inquiries, and purchasing credit and identity protection services as required by applicable law.

9.3. Remediation by Customer

If the Data Breach was the direct result of the willful misconduct of the Customer and not a result of the willful misconduct of Doculogix, then the Customer will maintain control of and pay for Remediation Efforts.

10. Confidentiality

10.1. Definitions

"Confidential Information" means: (i) any Customer Data that is marked as "confidential" when disclosed by Customer to Doculogix or that Doculogix knew or reasonably should have known was considered confidential by the Customer; and (ii) any confidential or proprietary information of Doculogix that is marked "confidential" when disclosed by Doculogix to Customer, including all trade secrets, software, source code, specifications, documentation, pricing, business plans, customer-related information, and financial information.

10.2. Non-Disclosure

Each Party and its Representatives will protect the other Party's Confidential Information from unauthorized dissemination and use the same degree of care that each such Party uses to protect its own confidential information, but in no event less than a reasonable amount of care. Neither Party will use the Confidential Information of the Disclosing Party for purposes other than those necessary to directly further the purposes of this Agreement.

10.3. Compelled Disclosure

The Receiving Party may disclose Confidential Information of the Disclosing Party if it is compelled by law to do so, provided the Receiving Party gives the Disclosing Party prior notice of such compelled disclosure (to the extent legally permitted) and reasonable assistance if the Disclosing Party wishes to contest the disclosure.

11. Representations and Warranties; Disclaimer

11.1. Doculogix Warranty

Doculogix represents and warrants that (a) it has the full corporate right, power and authority to enter into this Agreement, (b) any and all activities it undertakes shall be performed in compliance with all applicable laws and regulations, (c) to the extent GDPR or CCPA applies to this Agreement, Doculogix shall at all times comply with the applicable Data Protection Laws; and (d) in the original form provided by Doculogix, the Website, Services, and any software does not contain any Harmful Code.

11.2. Customer Warranties

Customer represents and warrants that (a) it has the full corporate right, power, and authority to enter into this Agreement, (b) any and all activities it undertakes shall be performed in compliance with all applicable laws, (c) Customer owns all rights to the Customer Data, (d) the Customer Data does not contain any Harmful Code, (e) the Customer Data does not violate this Agreement and will not infringe upon any rights of any third party, and (f) to the extent the Data Protection Laws apply, Customer shall at all times comply with applicable Data Protection Laws.

11.3. Disclaimer

EXCEPT AS OTHERWISE STATED IN THIS AGREEMENT, NEITHER PARTY PROVIDES ANY OTHER WARRANTIES OR REPRESENTATIONS OF ANY KIND, EITHER EXPRESS OR IMPLIED. EACH PARTY DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. DOCULOGIX DOES NOT REPRESENT OR WARRANT THAT THE SERVICES ARE ACCURATE, COMPLETE, RELIABLE, CURRENT, OR ERROR-FREE OR THAT THE SERVICES WILL ASSURE COMPLIANCE WITH LEGAL DISCOVERY REQUIREMENTS.

12. Indemnification

12.1. Obligation

Subject to the conditions and exceptions listed below, each Party (as an "Indemnifying Party") will defend the other and the other's shareholders, directors, and employees against a third party's claim that arises out of or relates to the Indemnifying Party's material breach of its confidentiality obligations and warranties and representations, and will further indemnify and hold harmless the Defendants against any damages, penalties, costs and expenses including reasonable attorney fees.

12.2. Intellectual Property

Doculogix will defend or settle, at its option and expense, any action brought against Customer by a third party alleging that the Doculogix software infringes such party's patent, copyright, or trademark. Sections 12.2, 12.3, and 12.4 state Doculogix's entire obligation to Customer and Customer's sole remedy for any claim of infringement.

12.3. Exceptions

Doculogix has no obligation with respect to any Claim based upon (a) any use of the Services not expressly authorized by this Agreement, (b) the combination of the Services with other products not supplied by Doculogix, or (c) any modification of the Services by any person other than Doculogix.

12.4. Conditions

An Indemnifying Party's obligations are conditioned on Defendants: (a) notifying the Indemnifying Party immediately upon receiving a Claim, (b) fully cooperating in the defense or settlement, and (c) providing all necessary authority to defend or settle the Claim.

12.5. Injunctions

Following notice of a Claim, Doculogix may at its sole option procure for Customer the right to continue to use the Services, replace or modify the Services to make them non-infringing, or terminate this Agreement and refund unused Fees.

12.6. Exclusive Remedy

This Section 12 states each Party's sole liability and sole remedy for indemnification that arises from or relates to this Agreement.

13. Limitation of Liability

EXCEPT AS STATED BELOW, EACH PARTY'S LIABILITY TO THE OTHER UNDER THIS AGREEMENT IS LIMITED AS FOLLOWS: (A) NEITHER PARTY SHALL BE LIABLE FOR ANY OF THE OTHER PARTY'S INDIRECT, INCIDENTAL, PUNITIVE, CONSEQUENTIAL, RELIANCE, OR SPECIAL DAMAGES. (B) NEITHER PARTY SHALL BE LIABLE TO THE OTHER PARTY FOR ANY AMOUNTS IN EXCESS OF THE AMOUNTS PAID OR PAYABLE BY CUSTOMER TO DOCULOGIX IN THE 12 MONTHS PRIOR TO THE EVENT GIVING RISE TO LIABILITY. THESE LIMITS APPLY REGARDLESS OF THE FORM OF CLAIM AND EVEN IF THIS SECTION IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE.

14. Applicable Law and Venue

This Agreement shall be governed by and construed in accordance with the laws of the State of Texas, applicable to agreements made and to be entirely performed within the State of Texas, without resort to its conflict of law provisions. Customer agrees that any action at law or in equity arising out of or relating to this Agreement shall be filed only in the state and federal courts located in Dallas County, Texas, and Customer hereby irrevocably consents and submits to the exclusive jurisdiction of such courts.

15. Publicity

Doculogix will not publicize the use of the Services by Customer without Customer's prior written approval, which shall not be unreasonably withheld or delayed.

16. General

16.1. Notices

All notices must be in writing and addressed to the receiving Party's designated recipient. Notices are validly given upon confirmed receipt, confirmed delivery when sent by overnight carrier, or three days after dispatch by courier or certified mail. Notices may also be delivered via email upon confirmation of receipt.

16.2. Waivers

Either Party's failure to enforce any provision of this Agreement will not be deemed a waiver of the future enforcement of that provision or enforcement of any other provision.

16.3. Independent Contractors

The Parties are independent contractors. Neither Party is the agent or partner of the other Party or has any power or authority to act on behalf of the other Party.

16.4. Severability

If any provision in this Agreement is found to be invalid or unenforceable as written, the remaining provisions will remain in full force and effect.

16.5. Attorneys' Fees

The prevailing Party, in any action to enforce this Agreement, will be entitled to recover costs and expenses, including but not limited to reasonable attorneys' fees, court costs, and all necessary expenses.

16.6. Remedies

Except where this Agreement expressly provides exclusive remedies, all rights and remedies of either Party are cumulative.

16.7. Force Majeure

Each Party will be excused from the performance of its obligations to the extent that performance is rendered impossible by an event beyond that Party's reasonable control, such as earthquake, fire, flood, governmental action, pandemic, worldwide illness, epidemic, outbreak, quarantine, or labor disruptions, provided that such Party gives prompt written notice thereof to the other Party.

16.8. Headings

Section headings in this Agreement are for convenience only and will not affect the meaning or interpretation of each section. The Parties acknowledge that they have been advised by counsel of their own choosing and played equal parts in negotiating this Agreement.

16.9. Assignment

This Agreement and any rights or licenses granted to Customer hereunder are non-transferable, non-exclusive, non-assignable, limited, and personal to Customer. Neither Party may assign its interest without the other Party's prior written consent. Either Party may transfer this Agreement by operation of law due to a merger or change of control, provided Customer may not assign to any of Doculogix's competitors.

16.10. Subcontracting

"Subcontractor" shall mean a third-party service provider that provides a material component of the Services. Customer hereby consents to Doculogix engaging Subcontractors in connection with providing the Services, subject to notice requirements and Customer's right to object to the addition of a new Subcontractor. Doculogix shall remain responsible for the Subcontractor's performance under these terms.

16.11. Entire Agreement

This Agreement (including the Order) and any other referenced documents reflect the entire agreement between the parties concerning the Services and supersede any prior or contemporaneous agreements, communications, or understandings (whether written or oral). Doculogix may update or modify this Agreement from time to time. If Customer objects to the updated Agreement, Customer may choose not to renew.

16.12. Electronic Signatures

This Agreement may be executed by original and electronic signatures, each of which, when affixed, shall be deemed to be an original that is valid, admissible, and enforceable against the executing Party.