Platform Terms of Use

Overview

These Platform Terms of Use (“Terms”) govern access to and use of the websites, software, applications, APIs and other services made available by doohthis, Inc., a Delaware corporation (“doohthis,” “we,” “us” or “our”), including the doohthis platform (collectively, the “Services”).

By accessing or using the Services, you agree to these Terms. If you access or use the Services on behalf of a company or other organization, you represent that you have authority to do so and to bind that organization to these Terms, where applicable.

If you do not agree to these Terms, you must not access or use the Services.

1. Definitions

In these Terms, the following capitalized terms have the meanings set out below. Other capitalized terms are defined where they first appear. Where a Customer Agreement defines a term differently, the Customer Agreement definition applies to the extent of any conflict.

“Affiliate”

means any entity that directly or indirectly controls, is controlled by or is under common control with a party, where “control” means ownership of more than fifty percent (50%) of the voting interests of the entity or the power to direct its management and policies.

“AUP”

means the doohthis Acceptable Use Policy, as made available by doohthis from time to time.

“Authorized User”

means an individual, such as an employee or contractor of a Customer, whom that Customer has authorized to access and use the Services under its account.

“Call Data”

means call recordings, audio, transcripts, caller-provided information, call metadata and related information processed through Voice Features.

“Credits”

means the consumption units, or similar units, that doohthis uses to measure use of certain workflows, features, reports, data queries, analyses or other functionality of the Services.

“Customer”

means an organization that has entered into a Customer Agreement with doohthis.

“Customer Agreement”

means an order form, master subscription agreement, subscription agreement or other written agreement between doohthis and you or your organization governing access to or use of the Services.

“Customer Data”

means User Data submitted to or processed through the Services by or on behalf of a Customer, together with any other data defined as “Customer Data” in the applicable Customer Agreement.

“Derived Data”

means aggregated, de-identified or derived data, statistics, analytics, scores, patterns and insights generated by doohthis from Usage Data or from the operation of the Services, which do not identify you, your organization or any individual.

“Documentation”

means the user guides, help-center materials, technical specifications and other materials describing the Services that doohthis makes available, as updated from time to time.

“Inventory”

means the out-of-home advertising faces, screens, structures, sites and other media assets owned, operated, represented or sold by you or your organization and made available to or managed through the Services.

“Inventory Data”

means data relating to Inventory, including locations, coordinates, inventory attributes, availability, pricing, audience-measurement identifiers and related information, submitted to the Services by or on behalf of you or your organization.

“OOH”

means out-of-home advertising.

“Outputs”

means draft sales strategies, content, recommendations, analyses, communications and other materials generated by the Services using artificial intelligence, machine learning or other automated technologies.

“Services”

means the websites, software, applications, APIs and other services made available by doohthis, including the doohthis platform.

“Third-Party Data”

means data and content supplied by third-party providers and provided or made accessible through the Services, including contact, firmographic, audience-measurement and market data.

“Usage Data”

means technical, operational, diagnostic, security and usage information relating to the Services collected by doohthis.

“User Data”

means data, information, content and materials submitted to, uploaded to, transmitted through or otherwise made available to the Services by or on behalf of you or your organization.

“Voice Features”

means automated or AI-assisted voice technology within the Services that answers, records, transcribes, summarizes or otherwise processes telephone or voice interactions.

“you” and “your”

mean the individual accessing or using the Services and, where that individual does so on behalf of an organization, that organization, where applicable.

2. Relationship with Customer Agreements

If you or the organization on whose behalf you access or use the Services has entered into an order form, master subscription agreement, subscription agreement or other written agreement with doohthis governing access to or use of the Services (a “Customer Agreement”), the Customer Agreement will govern such access and use and will prevail over these Terms to the extent of any conflict.

If you access the Services through an account provided by your employer or another doohthis customer, your access is also subject to the applicable Customer Agreement. The customer may administer your account, control your access and use, and manage information associated with its account.

These Terms otherwise apply to access to and use of the doohthis website and Services, including any trial, beta, preview, evaluation or other access not separately governed by a Customer Agreement.

3. Eligibility and Business Use

You must be at least eighteen (18) years old and legally capable of entering into a binding agreement. The Services are intended for business and professional use and are not intended primarily for personal, family or household purposes.

If you use the Services on behalf of an organization, you represent and warrant that you are authorized to do so and that your use falls within the scope of authority granted to you by that organization.

4. The Services

doohthis provides software and technology designed to assist businesses operating in the out-of-home (“OOH”) advertising industry with sales intelligence, inventory intelligence, customer engagement, lead generation, communications, proposals, account management and related activities.

Depending on the applicable subscription or access, the Services may include:

1. (a)sales and revenue-intelligence functionality;
2. (b)geographic, audience, inventory and market intelligence;
3. (c)recommendations concerning potential advertisers, sales opportunities, pitches and account activity;
4. (d)draft sales strategies, pitches, proposals, media plans, emails, scripts and other sales materials;
5. (e)automated and AI-assisted workflows;
6. (f)inbound voice, call-answering, recording, transcription and summarization functionality;
7. (g)functionality relating to account growth, renewal, upsell and customer engagement;
8. (h)integrations with customer systems, APIs and third-party data providers; and
9. (i)APIs, embedded tools and other functionality made available by doohthis from time to time.

The Services are evolving. doohthis may modify, enhance, replace, suspend or discontinue functionality from time to time, subject to any applicable Customer Agreement.

5. Accounts and Access

You may be required to create or use an account to access certain Services.

You are responsible for:

1. (a)providing accurate and current account information;
2. (b)maintaining the confidentiality and security of your login credentials;
3. (c)all activity occurring through your account or credentials;
4. (d)using only accounts and permissions authorized for you;
5. (e)promptly discontinuing access when you are no longer authorized; and
6. (f)promptly notifying doohthis of any actual or suspected unauthorized access, credential compromise or security incident affecting your account or use of the Services.

You may not share credentials with unauthorized persons or permit another person to impersonate you.

doohthis may require authentication, identity verification or other reasonable security procedures as a condition of access.

6. Limited Right to Use the Services

Subject to these Terms and any applicable Customer Agreement, doohthis grants you a limited, non-exclusive, non-transferable and non-sublicensable right to access and use the Services solely for authorized internal business purposes during the period in which you are permitted to use them.

You may use the Services only within the applicable user, Inventory, Credit, data-query, module and other usage limits established for your account or subscription.

No rights are granted except those expressly stated in these Terms or an applicable Customer Agreement.

7. Acceptable Use

Your use of the Services is subject to the doohthis Acceptable Use Policy (“AUP”), as made available by doohthis from time to time, which is incorporated into these Terms by reference.

Without limiting the AUP, you will not, and will not assist or permit another person to:

1. (a)sell, resell, license, sublicense, distribute, rent, lease, timeshare or otherwise provide the Services to a third party except as expressly authorized by doohthis;
2. (b)copy, modify, translate, create derivative works of, reverse engineer, decompile, disassemble or attempt to discover source code, underlying models, prompts, algorithms or non-public APIs, except to the limited extent such restriction is prohibited by applicable law;
3. (c)use the Services, Outputs, Usage Data or other doohthis materials to develop, train, test, benchmark or improve a competing product or service;
4. (d)scrape, crawl, harvest, systematically extract, bulk-download or create a substitute database from the Services or Third-Party Data;
5. (e)circumvent or interfere with authentication, Credits, usage limits, rate limits, security measures or other technical restrictions;
6. (f)publish non-public benchmark, performance, security or vulnerability-testing results without doohthis’s prior written consent;
7. (g)conduct penetration testing, vulnerability testing or other security testing without doohthis’s prior written authorization;
8. (h)introduce malware, viruses or other harmful code;
9. (i)interfere with, disrupt, damage or impair the Services or another person’s use of them;
10. (j)use the Services for unlawful, fraudulent, deceptive, discriminatory, harassing, defamatory, infringing or abusive purposes; or
11. (k)access or use the Services following suspension or termination except as expressly permitted.

8. User Data

“User Data” means data, information, content and materials submitted to, uploaded to, transmitted through or otherwise made available to the Services by or on behalf of you or your organization.

As between you and doohthis, you retain any ownership rights you have in User Data.

You grant doohthis and its Affiliates, contractors, sub-processors and service providers a worldwide, non-exclusive right to host, reproduce, transmit, display, transform, analyze and otherwise process User Data as reasonably necessary to:

1. (a)provide, operate, secure, maintain and support the Services;
2. (b)perform requested workflows and functionality;
3. (c)prevent fraud, abuse and security incidents;
4. (d)comply with applicable law; and
5. (e)exercise doohthis’s rights under these Terms or an applicable Customer Agreement.

You represent and warrant that you have all rights, licenses, permissions, notices, consents and other lawful bases necessary to provide User Data and permit its processing as contemplated by the Services.

Additional rights and restrictions concerning Customer Data, Inventory Data and other customer information may be governed by the applicable Customer Agreement.

9. Inventory Data, Usage Data and Derived Data

The Services may process information relating to OOH inventory, including locations, coordinates, inventory attributes, availability, audience-measurement identifiers and related information.

Rights relating to identifiable customer Inventory Data are governed by the applicable Customer Agreement.

doohthis may collect technical, operational, diagnostic, security and usage information relating to the Services (“Usage Data”) and may generate aggregated, de-identified or derived data, statistics, analytics, scores, patterns and insights (“Derived Data”).

Subject to applicable law and any applicable Customer Agreement, doohthis may use Usage Data and Derived Data to operate, secure, analyze, develop and improve its products and services, conduct research and benchmarking, and develop models, workflows and functionality.

doohthis will not use Derived Data to disclose another customer’s identifiable inventory, pricing, proposals, customer relationships, sales pipeline or other identifiable confidential business information.

10. AI Features and Outputs

Certain Services use artificial intelligence, machine learning and other automated technologies to generate draft sales strategies, content, recommendations, analyses, communications and other materials (“Outputs”).

Outputs may be inaccurate, incomplete, outdated, biased, misleading, duplicative or unsuitable for your intended purpose. Similar or identical Outputs may be generated for other users.

You are responsible for reviewing, validating, editing and approving Outputs before using, transmitting, publishing or relying on them.

You must independently verify material factual information, including contact information, pricing, availability, audience information and commercial representations.

The Services and Outputs do not constitute legal, financial, accounting, tax or other professional advice. You must not rely upon an Output as the sole basis for any material legal, financial, employment, credit, housing, insurance or similarly consequential decision.

doohthis does not warrant that an Output is unique, copyrightable or non-infringing.

You must not use the Services or Outputs to impersonate another person without authority, create unlawfully deceptive synthetic media, discriminate unlawfully, make prohibited automated decisions, facilitate fraud, violate privacy, publicity or personality rights, or avoid legally required disclosures.

11. Outbound Communications

The Services may assist with prospect identification, draft communications, sales outreach and related business communications.

You control and are responsible for all communications sent, initiated, approved or distributed by you or on your behalf, including their recipients, content, timing, frequency, legal basis and the decision to send.

You must comply with all laws applicable to your commercial email and electronic communications, including applicable requirements relating to sender and routing information, non-deceptive subject lines, disclosures, physical postal addresses, unsubscribe mechanisms, opt-out requests and suppression lists.

You must not use the Services to send spam, deceptive communications, communications based on unlawfully obtained contact information, or communications to persons whom you are prohibited from contacting.

doohthis provides software functionality and is not the sender, advertiser, telemarketer, broker or agent for communications sent or authorized by you.

12. Voice Features, Call Recording and Transcription

Certain Services may use automated or AI-assisted voice technology to answer, record, transcribe, summarize or otherwise process telephone or voice interactions (“Voice Features”).

You are responsible for determining whether and where Voice Features may lawfully be enabled and for complying with applicable laws concerning call recording, wiretapping, consent, telemarketing, artificial or prerecorded voices, AI-related disclosures, privacy, accessibility and consumer protection.

Where doohthis provides configurable disclosure or consent functionality, you are responsible for selecting, reviewing and approving the appropriate settings and language and ensuring that legally required notices and consents are provided or obtained.

Unless expressly enabled by doohthis or an applicable Customer Agreement, Voice Features are intended for use as an automated inbound call receptionist and may not be used for outbound calling, telemarketing, autodialing, prerecorded voice or AI-generated voice campaigns.

You must not remove, alter, suppress or bypass a doohthis-provided disclosure or consent mechanism without authorization.

Voice Features may not be used for emergency services, medical advice, crisis response, dispatch of emergency personnel or other uses where failure or delay could reasonably result in death, personal injury or material property damage.

13. Call Data

Call recordings, audio, transcripts, caller-provided information, call metadata and related information processed through Voice Features (“Call Data”) may constitute User Data or Customer Data under the applicable Customer Agreement.

You and your organization are responsible for determining lawful retention periods, providing required notices, responding to caller requests and restricting access to Call Data.

You must not record, process, use or retain Call Data in violation of applicable law.

14. Third-Party Data

The Services may provide or facilitate access to data and content supplied by third-party providers (“Third-Party Data”), including contact, firmographic, audience-measurement and market data.

Third-Party Data may be subject to provider terms, attribution requirements, usage restrictions, query limits or licensing requirements.

You may use Third-Party Data only as permitted through the Services and may not extract, resell, redistribute, publish or use it to create a competing or substitute database, product or service except where expressly permitted.

Third-Party Data may be inaccurate, incomplete, delayed, modified, suspended or discontinued. doohthis does not warrant its accuracy, completeness, legality, security or continued availability.

15. Third-Party Integrations and Licenses

If you or your organization enables a third-party integration or provides a third-party license, credential, account or API key, including a Geopath or other audience-measurement license, you represent and warrant that you have all rights and permissions necessary to authorize doohthis to access, use and process the relevant information in connection with the Services.

You and your organization remain responsible for applicable third-party provider terms, fees, accounts, permissions, licenses, restrictions and renewals.

doohthis is not responsible for the acts, omissions, systems, security, data practices or service failures of third-party providers outside its reasonable control.

16. Intellectual Property

doohthis and its licensors retain all right, title and interest in and to the Services and all related Documentation, software, source and object code, architecture, APIs, algorithms, prompts, models, workflows, scoring methods, templates, designs, data structures, Usage Data, Derived Data, improvements, modifications and associated intellectual-property rights.

Except for the limited rights expressly granted under these Terms or an applicable Customer Agreement, no rights are granted to you by implication, estoppel or otherwise.

doohthis’s names, logos, trademarks and branding may not be used without authorization.

17. Your Materials

You retain any ownership rights you have in trademarks, logos and other materials you provide through the Services.

You grant doohthis a non-exclusive right to use such materials as reasonably necessary to provide and operate the Services and as otherwise permitted under an applicable Customer Agreement.

18. Feedback

If you provide ideas, suggestions, recommendations or feedback concerning the Services, you grant doohthis a perpetual, irrevocable, worldwide, royalty-free and transferable right to use and incorporate that feedback without restriction or obligation.

19. Credits and Usage Limits

Certain Services may use Credits or similar consumption units to measure use of workflows, features, reports, data queries, analyses or other functionality.

Credits are consumption units only and are not currency, stored value or property.

doohthis may, on a prospective basis, modify the number of Credits required for a particular workflow, feature, report, data query or other action, including to reflect changes in functionality, third-party costs or usage models.

doohthis may also modify the price at which additional Credits are offered on a prospective basis. Any revised price applies only to Credits purchased after the revised price takes effect and does not reduce the number of Credits already allocated or purchased.

The number of Credits held does not guarantee any fixed quantity of Services usage.

Specific Credit allocations, expiration periods, pricing and other commercial terms are governed by the applicable Customer Agreement, subscription plan or ordering process.

20. Fees and Subscriptions

If you or your organization purchases Services pursuant to a Customer Agreement, that Customer Agreement governs all subscription, pricing, billing, renewal, refund and payment matters.

If doohthis permits Services to be purchased directly without a separate Customer Agreement, applicable pricing, subscription term, billing frequency, renewal terms and other commercial terms will be disclosed at or before purchase.

Unless expressly stated otherwise or required by applicable law, fees paid directly for Services are non-cancellable and non-refundable.

21. Beta, Trial, Preview and Free Features

doohthis may make certain functionality available on a beta, trial, preview, evaluation or free basis. Such functionality may be incomplete, unsupported, contain errors, change materially or be suspended or discontinued at any time.

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, BETA, TRIAL, PREVIEW, EVALUATION AND FREE FEATURES ARE PROVIDED “AS IS” AND “AS AVAILABLE” WITHOUT WARRANTIES, SERVICE-LEVEL COMMITMENTS OR INDEMNIFICATION OBLIGATIONS.

22. Privacy

doohthis’s collection and use of personal information for its own business purposes is described in the doohthis Privacy Policy.

Where doohthis processes personal information on behalf of a customer, such processing is governed by the applicable Customer Agreement and Data Processing Addendum, where applicable.

Your use of cookies and similar technologies on doohthis websites is also subject to the doohthis Cookie Policy.

23. Confidentiality

If doohthis provides you with non-public technical, commercial, product, security or business information that a reasonable person would understand to be confidential, you must use it solely in connection with your authorized use of the Services and protect it from unauthorized use or disclosure.

You may not disclose such information except to persons who need it for an authorized purpose and are subject to appropriate confidentiality obligations, or where disclosure is required by law.

Any applicable Customer Agreement or nondisclosure agreement will govern confidentiality to the extent of any conflict with this Section.

24. Suspension

doohthis may restrict or suspend access to all or part of the Services if it reasonably believes that:

1. (a)these Terms, the AUP or an applicable Customer Agreement have been violated;
2. (b)use of the Services creates a material security, legal, regulatory, provider, deliverability, reputational or operational risk;
3. (c)continued access may harm doohthis, another customer, user or third party;
4. (d)applicable fees are overdue;
5. (e)applicable usage limits have been exceeded;
6. (f)a third-party provider requires suspension; or
7. (g)suspension is required or reasonably necessary under applicable law.

Where reasonably practicable, doohthis will seek to limit suspension to the affected functionality and may restore access after the underlying issue has been resolved.

25. Termination

You may stop using the Services at any time. Stopping use does not terminate or modify any applicable Customer Agreement or payment obligation.

doohthis may terminate access governed solely by these Terms upon reasonable notice or immediately where use is unlawful, fraudulent or abusive, materially violates these Terms or the AUP, creates a material security or legal risk, or where continued provision is no longer legally or commercially practicable.

If access is governed by a Customer Agreement, expiration and termination rights will be governed by that Customer Agreement.

Upon termination, your right to use the Services will cease, subject to any applicable data-export or post-termination rights under a Customer Agreement.

26. Disclaimer of Warranties

EXCEPT AS EXPRESSLY PROVIDED IN AN APPLICABLE CUSTOMER AGREEMENT AND TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE SERVICES, OUTPUTS, THIRD-PARTY DATA, VOICE FEATURES, INTEGRATIONS, BETA FEATURES AND DOCUMENTATION ARE PROVIDED “AS IS” AND “AS AVAILABLE.”

DOOHTHIS DISCLAIMS ALL EXPRESS, IMPLIED, STATUTORY AND OTHER WARRANTIES, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, ACCURACY, QUIET ENJOYMENT AND WARRANTIES ARISING FROM COURSE OF DEALING OR USAGE OF TRADE.

DOOHTHIS DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED, ERROR-FREE, COMPLETELY SECURE OR FREE OF HARMFUL COMPONENTS, THAT DATA OR OUTPUTS WILL BE ACCURATE OR COMPLETE, OR THAT YOU OR YOUR ORGANIZATION WILL ACHIEVE ANY PARTICULAR SALES, PIPELINE, REVENUE, ADVERTISER, CAMPAIGN OR OTHER BUSINESS RESULT.

27. Limitation of Liability

EXCEPT TO THE EXTENT AN APPLICABLE CUSTOMER AGREEMENT PROVIDES OTHERWISE AND TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW:

1. (a)NEITHER DOOHTHIS NOR ITS AFFILIATES, LICENSORS OR SERVICE PROVIDERS WILL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE OR CONSEQUENTIAL DAMAGES, OR FOR LOSS OF PROFITS, REVENUE, GOODWILL, BUSINESS OPPORTUNITY, ANTICIPATED SAVINGS, DATA OR USE, BUSINESS INTERRUPTION OR COST OF SUBSTITUTE SERVICES; AND
2. (b)DOOHTHIS’S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THESE TERMS OR ACCESS TO OR USE OF THE SERVICES WILL NOT EXCEED THE GREATER OF (I) US$100 OR (II) THE AMOUNT PAID DIRECTLY TO DOOHTHIS BY YOU FOR THE SERVICES DURING THE THREE (3) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE FIRST CLAIM.

The foregoing limitations apply regardless of the form or theory of action and even if doohthis has been advised of the possibility of such damages.

Nothing in these Terms excludes or limits liability to the extent it cannot lawfully be excluded or limited.

28. Indemnity

This Section applies only where you access or use the Services other than solely in your capacity as an Authorized User whose use and liabilities are governed by a Customer Agreement.

You will defend, indemnify and hold harmless doohthis, its Affiliates and their respective officers, directors, employees and contractors from and against third-party claims, investigations, proceedings, damages, penalties, settlements, costs and reasonable attorneys’ fees arising from or relating to:

1. (a)User Data or other materials supplied by you;
2. (b)your communications, advertising, offers, representations, products, services or dealings with third parties;
3. (c)your use or deployment of Voice Features, call recording, transcription, AI-generated voice, outbound calling or telemarketing;
4. (d)your commercial email, contact sourcing, suppression practices or violation of applicable communications, privacy, advertising or consumer-protection law;
5. (e)your misuse of Third-Party Data or breach of a third-party license; or
6. (f)your unlawful or unauthorized use of the Services or material breach of these Terms.

This Section does not create personal liability for an Authorized User where the applicable Customer Agreement allocates responsibility for that user’s acts and omissions to the relevant customer organization.

29. Governing Law and Dispute Resolution

These Terms are governed by the laws of the State of Delaware, without regard to its conflict-of-law principles.

Before commencing arbitration, the parties will attempt in good faith to resolve a dispute through written notice and discussions for at least fifteen (15) days, except where urgent equitable relief or a limitations period requires earlier action.

Except for matters described below, any dispute, claim or controversy arising out of or relating to these Terms or the Services will be finally resolved by confidential binding arbitration administered by JAMS under its Comprehensive Arbitration Rules and Procedures then in effect.

The arbitration will:

1. (a)be conducted by one arbitrator;
2. (b)be conducted in English;
3. (c)proceed by remote hearing unless the arbitrator determines an in-person hearing is necessary; and
4. (d)have Wilmington, Delaware as its legal seat.

The Federal Arbitration Act governs the interpretation and enforcement of this arbitration provision.

Either party may bring an eligible individual claim in small-claims court and may seek temporary, preliminary or permanent injunctive or equitable relief in the state or federal courts located in Delaware to protect intellectual property, confidential information or data security or to prevent unauthorized use.

If the class or representative-action waiver is unenforceable for a particular claim, that claim will proceed in the state or federal courts located in Delaware, and the remaining claims will remain subject to arbitration to the extent permitted by law.

EACH PARTY AGREES THAT CLAIMS MAY BE BROUGHT ONLY IN ITS INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF, CLAIMANT OR CLASS MEMBER IN ANY CLASS, COLLECTIVE, CONSOLIDATED, PRIVATE-ATTORNEY-GENERAL OR REPRESENTATIVE PROCEEDING.

Subject to the foregoing, the parties consent to exclusive jurisdiction and venue in the state and federal courts located in Delaware.

The existence of the arbitration, submissions, evidence and award will be confidential except as required to enforce an award, comply with law or obtain professional advice.

30. Compliance with Laws

You are responsible for complying with laws applicable to your industry, data, communications, advertising, prospects, callers, users and deployment of the Services.

You may not access or use the Services in or for the benefit of an embargoed jurisdiction, sanctioned person or prohibited end use or otherwise in violation of applicable United States export-control or sanctions laws.

You may not use the Services to facilitate bribery, kickbacks, unlawful payments or unlawful political contributions.

31. Changes to These Terms

doohthis may update these Terms from time to time to reflect changes in applicable law, security requirements, product functionality, business practices or third-party provider requirements.

The updated Terms will state the date on which they become effective. Where a change materially adversely affects users whose access to the Services is governed solely by these Terms, doohthis will provide reasonable prior notice through the Services, by email or by another reasonable means.

Changes will apply prospectively from their effective date. Continued use of the Services after the effective date of the updated Terms constitutes acceptance of the updated Terms.

If you or your organization is subject to a Customer Agreement, that Customer Agreement will continue to govern and will prevail over these Terms to the extent of any conflict.

32. Changes to or Availability of the Services

doohthis may update, modify, enhance, replace or discontinue Services, features, integrations, data providers, AI models or technical architecture.

doohthis does not guarantee continued availability of any particular functionality unless expressly provided in a Customer Agreement.

33. General

You may not assign or transfer these Terms without doohthis’s prior written consent.

doohthis may assign these Terms to an Affiliate or in connection with a merger, reorganization, financing, change of control, sale of equity or sale of all or substantially all relevant assets or business.

The relationship between you and doohthis is that of independent contracting parties. Nothing in these Terms creates a partnership, joint venture, franchise, fiduciary, employment, agency or exclusive relationship.

These Terms do not create rights in any third-party beneficiary.

If any provision is held invalid or unenforceable, it will be enforced to the maximum lawful extent and the remaining provisions will remain effective.

Failure or delay to enforce any right does not constitute a waiver.

Headings are for convenience only. “Including” means “including without limitation.”

These Terms, together with the policies expressly referenced in them, constitute the agreement concerning their subject matter except to the extent superseded by a Customer Agreement or another written agreement with doohthis.

Electronic acceptance and electronic records have the same effect as physical signatures and records to the extent permitted by applicable law.

34. Copyright Complaints

doohthis respects the intellectual-property rights of others. If you believe that material available through the Services infringes your copyright, you may submit a written notice to doohthis’s designated copyright agent containing the information required by the Digital Millennium Copyright Act (“DMCA”), including:

1. (a)identification of the copyrighted work claimed to have been infringed;
2. (b)identification and location of the material claimed to be infringing;
3. (c)your name and contact information;
4. (d)a statement that you have a good-faith belief that the disputed use is not authorized by the copyright owner, its agent or applicable law;
5. (e)a statement, made under penalty of perjury, that the information in the notice is accurate and that you are the copyright owner or authorized to act on the copyright owner’s behalf; and
6. (f)your physical or electronic signature.

Notices should be sent to:

doohthis may remove or disable access to material that it reasonably believes infringes third-party rights and may terminate or restrict accounts of repeat infringers where appropriate.

Where applicable, doohthis may process counter-notifications and restore material in accordance with the DMCA.

35. No Reliance

Except as expressly stated in these Terms or an applicable Customer Agreement, you acknowledge that you have not relied on any representation, warranty, statement, promise or assurance concerning the Services, including any statement regarding future functionality, availability, performance or business results.

Product demonstrations, presentations, marketing materials, roadmaps, projections and other communications are provided for informational purposes only and do not create any binding commitment or warranty unless expressly incorporated into an applicable Customer Agreement.

Nothing in this Section limits liability for fraud or any other liability that cannot lawfully be excluded or limited.

36. Contact Us

If you have any questions about these Terms or the Services, you may contact:

For privacy-related matters, please refer to the doohthis Privacy Policy or contact legal@doohthis.com.