A. Customer Terms and Conditions

Effective: March 15, 2020

These Customer Terms and Conditions (the “Customer Terms”) describe your rights and Your Agreement On Behalf of “Customer”

If you purchase subscription(s), create a organization (i.e., a digital space where a group of users may access the Services, as further described in our Support section), invite users to that organization, or use or allow use of that organization after being notified of a change to these Customer Terms, you acknowledge your understanding of the then-current Contract and agree to the Contract on behalf of Customer. Please make sure you have the necessary authority to enter into the Contract on behalf of Customer before proceeding.

 

Customer Choices and Instructions

Who is “Customer”?

“Customer” is the organization that you represent in agreeing to the Contract. If your organization is being set up by someone who is not formally affiliated with an organization, Customer is the individual creating the organization. For example, if you signed up using a personal email address and invited a couple of friends to work on a new startup idea but haven’t formed a company yet, you are the Customer.

Signing Up Using a Corporate Email Domain

If you signed up for a plan using your corporate email domain, your organization is Customer, and Customer can modify and re-assign roles on your organization (including your role) and otherwise exercise its rights under the Contract.

What This Means for Customer—and for Us

Individuals authorized by Customer to access the Services (an “Authorized User”) may submit content or information to the Services, such as messages or files (“Customer Data”), and Customer may exclusively provide us with instructions on what to do with it. For example, Customer may provision or deprovision access to the Services, enable or disable third party integrations, manage permissions, retention and export settings, transfer or assign organizations, share channels, or consolidate organizations or channels with other organizations or channels. Since these choices and instructions may result in the access, use, disclosure, modification or deletion of certain or all Customer Data, please review the Support pages for more information about these choices and instructions.

Customer will (a) inform Authorized Users of all Customer policies and practices that are relevant to their use of the Services and of any settings that may impact the processing of Customer Data; and (b) ensure the transfer and processing of Customer Data under the Contract is lawful.

 

Purchasing Decisions

We may share information about our future product plans because we like transparency. Our public statements about those product plans are an expression of intent, but do not rely on them when making a purchase. If Customer decides to buy our Services, that decision should be based on the functionality or features we have made available today and not on the delivery of any future functionality or features.

Choosing to be a Beta Tester

Occasionally, we look for beta testers to help us test our new features. These features will be identified as “beta” or “pre-release,” or words or phrases with similar meanings (each, a “Beta Product”). Beta Products may not be ready for prime time so they are made available “as is,” and any warranties or contractual commitments we make for other Services do not apply. Should Customer encounter any faults with our Beta Products, we would love to hear about them; our primary reason for running any beta programs is to iron out issues before making a new feature widely available.

Feedback is Welcome

The more suggestions our customers make, the better the Services become. If Customer sends us any feedback or suggestions regarding the Services, there is a chance we will use it, so Customer grants us (for itself and all of its Authorized Users and other Customer personnel) an unlimited, irrevocable, perpetual, sublicensable, transferable, royalty-free license to use any such feedback or suggestions for any purpose without any obligation or compensation to Customer, any Authorized User or other Customer personnel. If we choose not to implement the suggestion, please don’t take it personally. We appreciate it nonetheless.

Privacy Policy

Please review our Privacy Policy for more information on how we collect and use data relating to the use and performance of our websites and products.

Customer and Authorized Users

Use of the Services

Customer must comply with the Contract and ensure that its Authorized Users comply with the Contract and the User Terms. We may review conduct for compliance purposes, but we have no obligation to do so. We aren’t responsible for the content of any Customer Data or the way Customer or its Authorized Users choose to use the Services to store or process any Customer Data. The Services are not intended for and should not be used by anyone under the age of 18 (or the age of legal majority where you live). Customer must ensure that all Authorized Users are over 18 (or the age of legal majority where you live) years old. Customer is solely responsible for providing high speed internet service for itself and its Authorized Users to access and use the Services.

Our Removal Rights

If we believe that there is a violation of the Contract that can simply be remedied by Customer’s removal of certain Customer Data or Customer’s disabling of a Non-Dockabl Product, we will, in most cases, ask Customer to take direct action rather than intervene. However, we may directly step in and take what we determine to be appropriate action, if Customer does not take appropriate action, or if we believe there is a credible risk of harm to us, the Services, Authorized Users, or any third parties.

 

Our Responsibilities

Providing the Services

Customer isn’t the only one with responsibilities; we have some, too. We will (a) make the Services available to Customer and its Authorized Users as described in the Contract; and (b) not use or process Customer Data for any purpose without Customer’s prior written instructions; provided, however, that “prior written instructions” will be deemed to include use of the Services by Authorized Users and any processing related to such use or otherwise necessary for the performance of the Contract.

Be assured that (a) the Services will perform materially in accordance with our then-current Support pages; and (b) subject to the “Non-Dockabl Products”, we will not materially decrease the functionality of a Service during the eligilibility of the current Customer Terms and Conditions. For any breach of a warranty in this section, Customer’s exclusive remedies are those described in the sections titled “Termination for Cause” and “Effect of Termination”.

Keeping the Services Available

For all Services, we will use commercially reasonable efforts to make the Services available 24 hours a day, 7 days a week, excluding planned downtime. We expect planned downtime to be infrequent but will endeavor to provide Customer with advance notice (e.g., through the Services), if we think it may exceed five (5) continuous minutes.

Protecting Customer Data

The protection of Customer Data is a top priority for us so we will maintain administrative, physical, and technical safeguards at a level not materially less protective than as described in our IT Security Policy page. Those safeguards will include measures for preventing unauthorized access, use, modification, deletion and disclosure of Customer Data by our personnel. Before sharing Customer Data with any of our third party service providers, we will ensure that the third party maintains, at a minimum, reasonable data practices for maintaining the confidentiality and security of Customer Data and preventing unauthorized access. Customer (not us) bears sole responsibility for adequate security, protection and backup of Customer Data when in Customer’s or its representatives’ or agents’ possession or control. We are not responsible for what Customer’s Authorized Users or Non-Dockabl Products do with Customer Data. That is Customer’s responsibility.

Responsibilities when using our app, website and third-party integrations (the “Services”). Please read them carefully. If you are a Customer (defined below), these Customer Terms govern your access and use of our Services. If you are being invited to a organization set up by a Customer, the User Terms and Conditions (the “User Terms”) govern your access and use of the Services. We are grateful you’re here.

First Things First

These “Customer Terms” Form a Part of a Binding “Contract”

These Customer Terms (or, if applicable, your written agreement with us) form a binding “Contract” between Customer and us. “We,” “our” and “us” refers to the applicable Dockabl entity in the section entitled “Which Dockabl Entity is Customer Contracting With?” below.

The Dockabl Team

We may leverage our employees, those of our corporate affiliates and third party contractors (the “Dockabl Team”) in exercising our rights and performing our obligations under the Contract. We will be responsible for the Dockabl Team’s compliance with our obligations under the Contract.

Ownership and Proprietary Rights

What’s Yours is Yours…

As between us on the one hand, and Customer and any Authorized Users on the other, Customer will own all Customer Data. Subject to the terms and conditions of the Contract, Customer (for itself and all of its Authorized Users) grants us and the Dockabl Team a worldwide, non-exclusive, limited term license to access, use, process, copy, distribute, perform, export and display Customer Data, and any Non-Dockabl Products created by or for Customer, only as reasonably necessary (a) to provide, maintain and update the Services; (b) to prevent or address service, security, support or technical issues; (c) as required by law or as permitted by the Data Request Policy; and (d) as expressly permitted in writing by Customer. Customer represents and warrants that it has secured all rights in and to Customer Data from its Authorized Users as may be necessary to grant this license.

And What’s Ours is Ours

We own and will continue to own our Services, including all related intellectual property rights. We may make software components available, via app, website and third-party integrations, stores or other channels, as part of the Services. We grant to Customer a non-sublicensable, non-transferable, non-exclusive, limited license for Customer and its Authorized Users to use the object code version of these components, but solely as necessary to use the Services and in accordance with the Contract and the User Terms. All of our rights not expressly granted by this license are hereby retained.

Term and Termination

Termination for Cause

We or Customer may terminate the Contract on notice to the other party if the other party materially breaches the Contract and such breach is not cured within thirty (30) days after the non-breaching party provides notice of the breach. Customer is responsible for its Authorized Users, including for any breaches of this Contract caused by its Authorized Users. We may terminate the Contract immediately on notice to Customer if we reasonably believe that the Services are being used by Customer or its Authorized Users in violation of applicable law.

Termination Without Cause

Customer may terminate it’s free subscriptions immediately without cause. We may also terminate Customer’s free subscriptions without cause, but we will provide Customer with thirty (30) days prior written notice.

Data Portability and Deletion

We are custodians of Customer Data. During the term of an organization’s contract, Customer will be permitted to export or share certain Customer Data from the Services; Customer acknowledges and agrees that the ability to export or share Customer Data may be limited or unavailable depending on the type user role/ access to the Services. Following termination or expiration of an organization’s subscriptions, we will have no obligation to maintain or provide any Customer Data and may thereafter, unless legally prohibited, delete all Customer Data in our systems or otherwise in our possession or under our control. Please review our IT Security Policy page for more information on how Customer itself can initiate deletion.

Representations Disclaimer of Warranties

Customer represents and warrants that it has validly entered into the Contract and has the legal power to do so. Customer further represents and warrants that it is responsible for the conduct of its Authorized Users and their compliance with the terms of this Contract and the User Terms.

EXCEPT AS EXPRESSLY PROVIDED FOR HEREIN, THE SERVICES AND ALL RELATED COMPONENTS AND INFORMATION ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS WITHOUT ANY WARRANTIES OF ANY KIND, AND WE EXPRESSLY DISCLAIM ANY AND ALL WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY, TITLE, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. CUSTOMER ACKNOWLEDGES THAT WE DO NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE.

Limitation of Liability

OTHER THAN IN CONNECTION WITH A PARTY’S INDEMNIFICATION OBLIGATIONS HEREUNDER, IN NO EVENT WILL EITHER CUSTOMER’S OR THE DOCKABL TEAM’S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THE CONTRACT OR THE USER TERMS (WHETHER IN CONTRACT OR TORT OR UNDER ANY OTHER THEORY OF LIABILITY) EXCEED THE TOTAL AMOUNT PAID BY CUSTOMER HEREUNDER IN THE TWELVE (12) MONTHS PRECEDING THE LAST EVENT GIVING RISE TO LIABILITY. THE FOREGOING WILL NOT LIMIT CUSTOMER’S PAYMENT OBLIGATIONS UNDER THE “PAYMENT TERMS” SECTION ABOVE.

IN NO EVENT WILL EITHER CUSTOMER OR ANY MEMBER OF THE DOCKABL TEAM HAVE ANY LIABILITY TO THE OTHER PARTY OR TO ANY THIRD PARTY FOR ANY LOST PROFITS OR REVENUES OR FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, COVER OR PUNITIVE DAMAGES HOWEVER CAUSED, WHETHER IN CONTRACT, TORT OR UNDER ANY OTHER THEORY OF LIABILITY, AND WHETHER OR NOT THE PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE FOREGOING DISCLAIMER WILL NOT APPLY TO THE EXTENT PROHIBITED BY APPLICABLE LAW.

Additionally, Customer is responsible for all login credentials, including usernames and passwords, for administrator accounts as well the accounts of your Authorized Users. We will not be responsible for any damages, losses or liability to Customer, Authorized Users, or anyone else, if such information is not kept confidential by Customer or its Authorized Users, or if such information is correctly provided by an unauthorized third party logging into and accessing the Services.

The limitations under this “Limitation of Liability” section apply with respect to all legal theories, whether in contract, tort or otherwise, and to the extent permitted by law. The provisions of this “Limitation of Liability” section allocate the risks under this Contract between the parties, and the parties have relied on these limitations in determining whether to enter into this Contract and the pricing for the Services.

Our Indemnification of Customer

We will defend Customer from and against any and all third party claims, actions, suits, proceedings, and demands alleging that the use of the Services as permitted under the Contract infringes or misappropriates a third party’s intellectual property rights (a “Claim Against Customer”), and will indemnify Customer for all reasonable attorney’s fees incurred and damages and other costs finally awarded against Customer in connection with or as a result of, and for amounts paid by Customer under a settlement we approve of in connection with, a Claim Against Customer; provided, however, that we will have no liability if a Claim Against Customer arises from (a) Customer Data or Non-Dockabl Products; and (b) any modification, combination or development of the Services that is not performed by us, including in the use of any application programming interface (API). Customer must provide us with prompt written notice of any Claim Against Customer and allow us the right to assume the exclusive defense and control, and cooperate with any reasonable requests assisting our defense and settlement of such matter. This section states our sole liability with respect to, and Customer’s exclusive remedy against us and the Dockabl Team for, any Claim Against Customer.

Customer’s Indemnification of Us

Customer will defend Dockabl and the members of the Dockabl Team (collectively, the “Dockabl Indemnified Parties”) from and against any and all third party claims, actions, suits, proceedings, and demands arising from or related to Customer’s or any of its Authorized Users’ violation of the Contract or the User Terms (a “Claim Against Us”), and will indemnify the Dockabl Indemnified Parties for all reasonable attorney’s fees incurred and damages and other costs finally awarded against a Dockabl Indemnified Party in connection with or as a result of, and for amounts paid by a Dockabl Indemnified Party under a settlement Customer approves of in connection with, a Claim Against Us. We must provide Customer with prompt written notice of any Claim Against Us and allow Customer the right to assume the exclusive defense and control, and cooperate with any reasonable requests assisting Customer’s defense and settlement of such matter. This section states your sole liability with respect to, and the Dockabl Indemnified Parties’ exclusive remedy against Customer for, any Claim Against Us.

Limitations on Indemnifications

Notwithstanding anything contained in the two preceding sections, (a) an indemnified party will always be free to choose its own counsel if it pays for the cost of such counsel; and (b) no settlement may be entered into by an indemnifying party, without the express written consent of the indemnified parties (such consent not to be unreasonably withheld), if (i) the third party asserting the claim is a government agency, (ii) the settlement arguably involves the making of admissions by the indemnified parties, (iii) the settlement does not include a full release of liability for the indemnified parties, or (iv) the settlement includes terms other than a full release of liability for the indemnified parties and the payment of money.

 

Confidentiality

Confidential Information

Each party (“Disclosing Party”) may disclose “Confidential Information” to the other party (“Receiving Party”) in connection with the Contract, which is anything that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure, as well as non-public business, product, technology and marketing information. Confidential Information of Customer includes Customer Data. If something is labeled “Confidential,” that’s a clear indicator to the Receiving Party that the material is confidential. Notwithstanding the above, Confidential Information does not include information that (a) is or becomes generally available to the public without breach of any obligation owed to the Disclosing Party; (b) was known to the Receiving Party prior to its disclosure by the Disclosing Party without breach of any obligation owed to the Disclosing Party; (c) is received from a third party without breach of any obligation owed to the Disclosing Party; or (d) was independently developed by the Receiving Party.

Protection and Use of Confidential Information

The Receiving Party will (a) take at least reasonable measures to prevent the unauthorized disclosure or use of Confidential Information, and limit access to those employees, affiliates and contractors who need to know such information in connection with the Contract; and (b) not use or disclose any Confidential Information of the Disclosing Party for any purpose outside the scope of this Contract. Nothing above will prevent either party from sharing Confidential Information with financial and legal advisors; provided, however, that the advisors are bound to confidentiality obligations at least as restrictive as those in the Contract.

Compelled Access or Disclosure

The Receiving Party may access or disclose Confidential Information of the Disclosing Party if it is required by law; provided, however, that the Receiving Party gives the Disclosing Party prior notice of the compelled access or disclosure (to the extent legally permitted) and reasonable assistance, at the Disclosing Party’s cost, if the Disclosing Party wishes to contest the access or disclosure. Without limiting the foregoing, please review the Data Request Policy for details on how requests may be made for the disclosure of Customer Data and how we will handle those requests. If the Receiving Party is compelled by law to access or disclose the Disclosing Party’s Confidential Information, the Disclosing Party will reimburse the Receiving Party for its reasonable cost of compiling and providing access to such Confidential Information as well as the reasonable cost for any support provided in connection with the Disclosing Party seeking a protective order or confidential treatment for the Confidential Information to be produced.

Survival

The sections titled “Feedback is Welcome,” “Our Removal Rights,” “A Condition of Use,” “Payment Terms,” “Credits,” “The Dockabl Team,” “What’s Yours is Yours…,” “And What’s Ours is Ours,” “Effect of Termination,” “Data Portability and Deletion,” “Representations; Disclaimer of Warranties,” “Limitation of Liability,” “Our Indemnification of Customer,” “Customer’s Indemnification of Us,” “Limitations on Indemnifications,” “Confidentiality” and “Survival,” as well as all of the provisions under the general heading “General Provisions,” will survive any termination or expiration of the Contract.

 

General Provisions

Publicity

Customer grants us the right to use Customer’s company name and logo as a reference for marketing or promotional purposes on our website and in other public or private communications with our existing or potential customers, subject to Customer’s standard trademark usage guidelines as provided to us from time-to-time. We don’t want to list customers who don’t want to be listed, so Customer may send us an email to enquiry@dockabl.com stating that it does not wish to be used as a reference.

Force Majeure

Neither us nor Customer will be liable by reason of any failure or delay in the performance of its obligations on account of events beyond the reasonable control of a party, which may include denial-of-service attacks, a failure by a third party hosting provider or utility provider, strikes, shortages, riots, fires, acts of God, war, terrorism, and governmental action.

Relationship of the Parties; No Third Party Beneficiaries

The parties are independent contractors. The Contract does not create a partnership, franchise, joint venture, agency, fiduciary or employment relationship between the parties. There are no third party beneficiaries to the Contract.

Email and Dockabl Messages

Except as otherwise set forth herein, all notices under the Contract will be by email, although we may instead choose to provide notice to Customer through the Services. Notices to Dockabl will be sent to legal@dockabl.com, except for legal notices, such as notices of termination or an indemnifiable claim, which must be sent to legal@dockabl.com. Notices will be deemed to have been duly given (a) the day after it is sent, in the case of notices through email; and (b) the same day, in the case of notices through the Services.

Modifications

As our business evolves, we may change these Customer Terms and the other components of the Contract. If we make a material change to the Contract, we will provide Customer with reasonable notice prior to the change taking effect, either by emailing the email address associated with Customer’s account or by messaging Customer through the Services. Customer can review the most current version of the Customer Terms at any time by visiting this page and by visiting the most current versions of the other pages that are referenced in the Contract. The materially revised Contract will become effective on the date set forth in our notice, and all other changes will become effective upon posting of the change. If Customer (or any Authorized User) accesses or uses the Services after the effective date, that use will constitute Customer’s acceptance of any revised terms and conditions.

Waiver

No failure or delay by either party in exercising any right under the Contract will constitute a waiver of that right. No waiver under the Contract will be effective unless made in writing and signed by an authorized representative of the party being deemed to have granted the waiver.

Severability

The Contract will be enforced to the fullest extent permitted under applicable law. If any provision of the Contract is held by a court of competent jurisdiction to be contrary to law, the provision will be modified by the court and interpreted so as best to accomplish the objectives of the original provision to the fullest extent permitted by law, and the remaining provisions of the Contract will remain in effect.

Assignment

Except with respect to the Dockabl Team, neither party may assign or delegate any of its rights or obligations hereunder, whether by operation of law or otherwise, without the prior written consent of the other party (not to be unreasonably withheld). Notwithstanding the foregoing, either party may assign the Contract in its entirety (including all Order Forms), without consent of the other party, to a corporate affiliate or in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets. Customer will keep its billing and contact information current at all times by notifying Dockabl of any changes. Any purported assignment in violation of this section is void. A party’s sole remedy for any purported assignment by the other party in breach of this section will be, at the non-assigning party’s election, termination of the Contract upon written notice to the assigning party. In the event of such a termination by Customer, we will refund Customer any prepaid fees covering the remainder of the term of all subscriptions after the effective date of termination. Subject to the foregoing, the Contract will bind and inure to the benefit of the parties, their respective successors and permitted assigns.

Which Dockabl Entity is Customer Contracting With?

All references to ‘Dockabl,’ ‘we,’ or ‘us’ under the Contract, what law will apply in any dispute or lawsuit arising out of or in connection with the Contract, and which courts have jurisdiction over any such dispute or lawsuit, depend on where Customer is domiciled.

Domicile: Worldwide

Dockabl Contracting Entity: Gravitate Ventures Private Limited (Dockabl)

Governing Law: India

Venue: New Delhi

The Contract, and any disputes arising out of or related hereto, will be governed exclusively by the applicable governing law above. The courts located in the applicable venue above will have exclusive jurisdiction to adjudicate any dispute arising out of or relating to the Contract or its formation, interpretation or enforcement. Each party hereby consents and submits to the exclusive jurisdiction of such courts. In any action or proceeding to enforce rights under the Contract, the prevailing party will be entitled to recover its reasonable costs and attorney’s fees.

Entire Agreement

The Contract, including these Customer Terms and all referenced pages, if applicable, constitutes the entire agreement between the parties and supersedes all prior and contemporaneous agreements, proposals or representations, written or oral, concerning its subject matter. Without limiting the foregoing, the Contract supersedes the terms of any online agreement electronically accepted by Customer or any Authorized Users. However, to the extent of any conflict or inconsistency between the provisions in these Customer Terms and any other documents or pages referenced in these Customer Terms, the following order of precedence will apply: (1) the Customer Terms and (2) finally any other documents or pages referenced in the Terms. Notwithstanding any language to the contrary therein, no terms or conditions stated in a Customer purchase order, vendor onboarding process or web portal, or any other Customer order documentation will be incorporated into or form any part of the Contract, and all such terms or conditions will be null and void.

 

 

B. User Terms and Conditions

Effective date: March 15, 2020

These User Terms and Conditions (the “User Terms”) govern your access and use of our app, website and third-party integrations (the “Services”). Please read them carefully. Even though you are signing into an existing organization, these User Terms apply to you as a user of the Services. Thanks for signing into Dockabl!

First things first

These User Terms are legally binding

These User Terms are a legally binding contract between you and us. As part of these User Terms, you agree to comply with the policy guidelines mentioned in this User Terms and Conditions and our Dockabl Privacy Policy. If you access or use the Services, or continue accessing or using the Services after being notified of a change to the User Terms or the Dockabl Privacy Policy, you confirm that you have read, understand and agree to be bound by the User Terms and the Dockabl Privacy Policy. “We”, “our” and “us” currently refers to the applicable Dockabl entity in the Contract (defined below).

The Customer’s choices and instructions

You are an “Authorised User” of a organization controlled by a “Customer”

An organisation or other third party that we refer to in these User Terms as the “Customer” has invited you to a organization (i.e. a unique domain where a group of users may access the Services, as further described in our Support section). If you are joining one of your employer’s organizations, for example, the Customer is your employer. If you are joining a organization created by your friend using her personal email address to work on her new startup idea, she is our Customer and she is authorising you to join her organization.

What this means for You – and for Us

The Customer has separately agreed to our Customer Terms and Conditions or entered into a written agreement with us (in either case, the “Contract”) that permitted the Customer to create and configure a organization so that you and others could join (each invitee granted access to the Services, including you, is an “Authorised User”). The Contract contains our commitment to deliver the Services to the Customer, who may then invite Authorised Users to join its organization(s). When an Authorised User (including you) submits content or information to the Services, such as messages or files (“Customer Data”), you acknowledge and agree that the Customer Data is owned by the Customer and the Contract provides the Customer with many choices and control over that Customer Data. For example, the Customer may provide or withdraw access to the Services, enable or disable third-party integrations, manage permissions, retention and export settings, transfer or assign organizations, share channels or consolidate your organization or channels with other organizations or channels, and these choices and instructions may result in the access, use, disclosure, modification or deletion of certain or all Customer Data. Please take a look at our Support section for more information on our different Service subscriptions and the options available to the Customer.

The relationship between You, the Customer and Us

AS BETWEEN US AND THE CUSTOMER, YOU AGREE THAT IT IS SOLELY THE CUSTOMER’S RESPONSIBILITY TO (A) INFORM YOU AND ANY AUTHORISED USERS OF ANY RELEVANT CUSTOMER POLICIES AND PRACTICES AND ANY SETTINGS THAT MAY IMPACT THE PROCESSING OF CUSTOMER DATA; (B) OBTAIN ANY RIGHTS, PERMISSIONS OR CONSENTS FROM YOU AND ANY AUTHORISED USERS THAT ARE NECESSARY FOR THE LAWFUL USE OF CUSTOMER DATA AND THE OPERATION OF THE SERVICES; (C) ENSURE THAT THE TRANSFER AND PROCESSING OF CUSTOMER DATA UNDER THE CONTRACT IS LAWFUL; AND (D) RESPOND TO AND RESOLVE ANY DISPUTE WITH YOU AND ANY AUTHORISED USER RELATING TO OR BASED ON CUSTOMER DATA, THE SERVICES OR THE CUSTOMER’S FAILURE TO FULFIL THESE OBLIGATIONS. DOCKABL MAKES NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, TO YOU RELATING TO THE SERVICES, WHICH ARE PROVIDED TO YOU ON AN “AS IS” AND “AS AVAILABLE” BASIS.

A few ground rules

You must be over the legal age

To the extent prohibited by applicable law, the Services are not intended for and should not be used by anyone under the age of 18 (or the age of legal majority where you live). You represent that you are over the legal age and are the intended recipient of the Customer’s invitation to the Services. You may not access or use the Services for any purpose if either of the representations in the preceding sentence is not true. Without limiting the foregoing, you must be of legal working age.

While you’re here, you must follow the rules

To help ensure a safe and productive work environment, all Authorised Users must comply with the following points and any applicable policies established by the Customer. If you see inappropriate behaviour or content, please report it to your Primary Owner or employer.

  • permit any third party that is not an Authorised User to access or use a username or password for the Services;

  • share, transfer or otherwise provide access to an account designated for you to another person;

  • use the Services to store or transmit any Customer Data that may infringe upon or misappropriate someone else’s trademark, copyright or other intellectual property, or that may be tortious or unlawful;

  • upload to or transmit from the Services any data, file, software or link that contains or redirects to a virus, Trojan horse, worm or other harmful component, or a technology that unlawfully accesses or downloads content or information stored within the Services or on the hardware of Dockabl or any third party;

  • attempt to reverse engineer, decompile, hack, disable, interfere with, disassemble, modify, copy, translate or disrupt the features, functionality, integrity or performance of the Services (including any mechanism used to restrict or control the functionality of the Services), any third-party use of the Services or any third-party data contained therein (except to the extent such restrictions are prohibited by applicable law);

  • attempt to gain unauthorised access to the Services or related systems or networks or to defeat, avoid, bypass, remove, deactivate or otherwise circumvent any software protection or monitoring mechanisms of the Services;

  • access the Services in order to build a similar or competitive product or service or copy any ideas, features, functions or graphics of the Services;

  • use the Services in any manner that may harm minors or that interacts with or targets people under the age of 18 (or the age of legal majority where you live) (or the age of legal majority where you live) (or the age of legal majority where you live);

  • engage in activity that incites or encourages violence or hatred against individuals or groups;

  • impersonate any person or entity including but not limited to an employee of ours, an “Administrator”, an “Owner” or any other Authorised User, or falsely state or otherwise misrepresent your affiliation with a person, organisation or entity;

  • use the Services to provide material support or resources (or to conceal or disguise the nature, location, source or ownership of material support or resources) to any organisation(s) that don’t comply with the laws and regulations concerning national security, defence or terrorism;

  • access, search or create accounts for the Services by any means other than our publicly supported interfaces (e.g. “scraping” or creating accounts in bulk);

  • send unsolicited communications, promotions or advertisements, or spam;

  • place any advertisements within a Dockabl client;

  • send altered, deceptive or false source-identifying information, including “spoofing” or “phishing”;

  • abuse referrals or special offers to get more credit than deserved;

  • sublicense, resell, time-share or similarly exploit the Services;

  • use the Services for consumer purposes, since Dockabl is intended for use by businesses and organisations;

  • use contact or other user information obtained from the Services (including email addresses) to contact Authorised Users outside of the Services without their express permission or authority, or to create or distribute mailing lists or other collections of contact or user profile information for Authorised Users for use outside of the Services; or

  • authorise, permit, enable, induce or encourage any third party to do any of the above.

You are here at the pleasure of the Customer (and Us)

These User Terms remain effective until the Customer’s subscription for you expires or terminates, or your access to the Services has been terminated by the Customer or us. Please contact the Customer if you at any time or for any reason wish to terminate your account, including due to a disagreement with any updates to these User Terms.

Limitation of liability

If we believe that there is a violation of the Contract, User Terms, or any of our other policies that can simply be remedied by the Customer’s removal of certain Customer Data or taking other action, we will, in most cases, ask the Customer to take action rather than intervene. We may directly step in and take what we determine to be appropriate action (including disabling your account) if the Customer does not take appropriate action or we believe there is a credible risk of harm to us, the Services, Authorised Users or any third parties. IN NO EVENT WILL YOU OR WE HAVE ANY LIABILITY TO THE OTHER PARTY FOR ANY LOST PROFITS OR REVENUES OR FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, COVER OR PUNITIVE DAMAGES HOWEVER CAUSED, WHETHER IN CONTRACT, TORT OR UNDER ANY OTHER THEORY OF LIABILITY, AND WHETHER OR NOT THE PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. UNLESS YOU ARE ALSO A CUSTOMER (AND WITHOUT LIMITATION TO OUR RIGHTS AND REMEDIES UNDER THE CONTRACT), YOU WILL HAVE NO FINANCIAL LIABILITY TO US FOR A BREACH OF THESE USER TERMS. THE FOREGOING DISCLAIMERS WILL NOT APPLY TO THE EXTENT PROHIBITED BY APPLICABLE LAW AND DO NOT LIMIT EITHER PARTY’S RIGHT TO SEEK AND OBTAIN EQUITABLE RELIEF.

Application of consumer law

Dockabl is a workplace tool intended for use by businesses and organisations and not for consumer purposes. To the maximum extent permitted by law, you hereby acknowledge and agree that consumer laws do not apply. If however any consumer laws do apply and cannot otherwise be lawfully excluded, nothing in these User Terms will restrict, exclude or modify any statutory warranties, guarantees, rights or remedies you have and our liability is limited (at our option) to the replacement, repair or resupply of the Services to the Customer.

Survival

The sections titled “The relationship between You, the Customer and Us”, “Limitation of liability” and “Survival” and all of the provisions under the general heading “General provisions” will survive any termination or expiry of the User Terms.

General provisions

Email and Dockabl messages

Except as otherwise set forth herein, all notices under the User Terms will be by email, although we may instead choose to provide notice to Authorised Users through the Services. Notices to Dockabl should be sent to enquiry@dockabl.com, except for legal notices, which must be sent to legal@dockabl.com. A notice will be deemed to have been duly given (a) the day after it is sent, in the case of a notice sent by email; and (b) the same day, in the case of a notice sent through the Services. Notices under the Contract will be delivered solely to the Customer in accordance with the terms of that agreement.

Privacy policy

Please review our Dockabl Privacy Policy for more information on how we collect and use data relating to the use and performance of our products.

Modifications

As our business evolves, we may change these User Terms. If we make a material change to the User Terms, we will provide you with reasonable notice prior to the change taking effect either by emailing the email address associated with your account or by messaging you through the Services. You can review the most current version of the User Terms at any time by visiting this page, and by visiting the following for the most current versions of the other pages that are referenced in these User Terms: Privacy Policy. Any material revisions to these User Terms will become effective on the date set forth in our notice and all other changes will become effective on the date we publish the change. If you use the Services after the effective date of any changes, that use will constitute your acceptance of the revised terms and conditions.

Waiver

No failure or delay by either party in exercising any right under the User Terms, will constitute a waiver of that right. No waiver under the User Terms will be effective unless made in writing and signed by an authorised representative of the party being deemed to have granted the waiver.

Severability

The User Terms will be enforced to the fullest extent permitted under applicable law. If any provision of the User Terms is held by a court of competent jurisdiction to be contrary to law, the provision will be modified by the court and interpreted so as best to accomplish the objectives of the original provision to the fullest extent permitted by law, and the remaining provisions of the User Terms will remain in effect.

Assignment

You may not assign any of your rights or delegate your obligations under these User Terms, whether by operation of law or otherwise, without the prior written consent of us (not to be unreasonably withheld). We may assign these User Terms in their entirety (including all terms and conditions incorporated herein by reference), without your consent, to a corporate affiliate or in connection with a merger, acquisition, corporate reorganisation or sale of all or substantially all of our assets.

Governing law, venue, fees

The User Terms and any disputes arising out of or related hereto, will be governed exclusively by the same applicable governing law of the Contract. The courts located in the applicable venue of the Contract will have exclusive jurisdiction to adjudicate any dispute arising out of or relating to the User Terms, or its formation, interpretation or enforcement.

Each party hereby consents and submits to the exclusive jurisdiction of such courts. In any action or proceeding to enforce rights under the User Terms, the prevailing party will be entitled to recover its reasonable costs and legal fees.

Entire agreement

The User Terms, including any terms incorporated by reference into the User Terms, constitute the entire agreement between you and us and supersede all prior and contemporaneous agreements, proposals or representations, written or oral, concerning its subject matter. To the extent of any conflict or inconsistency between the provisions in these User Terms and any pages referenced in these User Terms, the terms of these User Terms will first prevail; provided, however, that if there is a conflict or inconsistency between the Contract and the User Terms, the terms of the Contract will first prevail, followed by the provisions in these User Terms, and then followed by the pages referenced in these User Terms (e.g. the Privacy Policy). The Customer will be responsible for notifying Authorised Users of those conflicts or inconsistencies and until such time the terms set forth herein will be binding.

Contacting Dockabl

Please also feel free to contact us if you have any questions about Dockabl’s user Terms and Conditions. You may contact us at enquiry@dockabl.com.