Terms and Conditions
Doorcounts® Service Terms
These Doorcounts Service Terms (these “Service Terms”) are between Floorboard LLC, (“Doorcounts”) and the person who submits an order for Doorcounts’s services (“you”).
Capitalized words in these Service Terms have special meanings. See Section 10 (Defined Terms) at the end of these Service Terms.
Doorcounts may modify these Services Terms at any time, but modifications are not effective for Orders that are in place prior to the modification until the Order renews or you add new services to your account. See Section 9.19 (Changes to Online Terms).
If you have any questions about these Services Terms, please contact support@Doorcounts.com.
1.1 Services. Doorcounts agrees to provide the Services for the Term on the terms and conditions stated in the Order and these Service Terms. Doorcounts makes the following commitments:
- 1.1.1 The Services will include those features listed in your Order. The Services include updates that Doorcounts makes generally available to its other subscribers for the same Services, subject to any fees and terms that may apply to new features.
- 1.1.2 Doorcounts will use commercially reasonable efforts to make the Services available to you 24 hours per day, 7 days per week, year-round, excluding reasonable maintenance.
1.2 Internal Use Only, No Resale of Services. You may use the Services only in connection with your own services. If you wish to use the Services to provide services for others you must contact Doorcounts and make other arrangements.
1.3 Beta Services. From time to time, Doorcounts may invite you to try, test or “Beta” Services at no charge. Beta services will be designated as test, beta, pilot, limited release, developer preview, non-production, evaluation, early access or with a similar description. Beta services are for evaluation purposes and not for production use, are not considered “Services” under this Agreement, are not supported, and may be subject to additional terms. Doorcounts may discontinue Beta Services at any time in its sole discretion and may never make the Beta Services generally available. If a generally available version is released, there may not be an automatic update path from the Beta version to the generally available version. If not
earlier terminated, any Beta services use period will expire on the date that the Beta service is released on a generally available basis. Beta Services are provided AS IS, and Doorcounts has no liability for any harm or damage arising out of or in connection with a Beta Service.
The Doorcounts API(s) are licensed to you on a non-exclusive, limited term basis for your use only in connection with the Doorcounts Services as permitted by the Agreement, and subject to all of the restrictions and conditions stated in the Agreement. Doorcounts will give you at least ten (10) days advance written notice of any change to its API(s) unless a change is needed to address a critical service issue.
- INTEGRATION FEATURES
Doorcounts provides integration features for third-party services as part of the Doorcounts Service. You acknowledge that Doorcounts’s integration features may be unavailable or may not work properly if the service provider’s API is unavailable or if the service provider modifies its API or services in a way that impacts the Doorcounts integration feature. Doorcounts will use commercially reasonable efforts to modify its integration features to maintain compatibility with service provider’s APIs and services, but may discontinue an integration feature without liability to you if there is a change in the service that creates an unreasonable cost or operational burden to Doorcounts. Your obligations under the Agreement, for fees and otherwise, are not conditioned on the continued availability of any integration features.
- YOUR DATA
The Personal Data, text, and graphic content that you or your users or customers transmit to the
Services, or create by means of the Services is “Your Data.” As between you and Doorcounts, you own and retain ownership and all rights in Your Data and Doorcounts may use Your Data only for the purpose of providing the Services and exercising its legal rights and remedies in connection with the Agreement. “Your Data” does not include system generated data about your use of the Services, such as user behavior or resource utilization, so long as the system generated data is not Personal Data. Doorcounts may aggregate Your Data with similar data from public or private data sets, including aggregate data of Doorcounts’ other customers, and use and commercialize the resulting data sets and insights derived from the analysis of the resulting data sets (“Aggregate Data”), provided that: (i) if the data used to create the
Aggregate Data includes any Personal Data, Doorcounts either excludes this data from the data set, or deidentifies the data in accordance with applicable regulatory standards, and (ii) Doorcounts removes from the data set any information that identifies Customer.
- FEES AND PAYMENTS
5.1 Fees. The fees for the services are stated in the Order. Unless otherwise provided in a related order, Doorcounts’ pricing terms and discounts set forth in this order shall, except as expressly provided herein, constitute firm fixed prices, and remain fixed for the term of the related order. Any pricing adjustments shall be mutually agreed to in writing by Customer and Doorcounts prior to implementation by Doorcounts. Doorcounts may not increase the fees during your initial Order term, but may increase its fees for any renewal term by giving you notice of the increase at least thirty (30) days prior to the first day of your next billing cycle. Any discounts described in the Order are for the initial term of the Order only unless otherwise stated in the Order. Fees are stated and must be paid in United States Dollars. You must pay any base, minimum, or fixed fees associated with your active Plan even if you do not use the Services.
5.2 Sales Tax. The stated fees do not include any sales, use, VAT or like taxes (“Sales Tax”). You must pay any applicable Sales Tax that Doorcounts is required to collect from you under applicable law.
5.3 Billing Cycle. Fees are charged on a monthly basis unless otherwise stated in the Order. Your “billing cycle” begins on your Services activation date and continues for the duration of your Order term.
5.4 Payments. Unless you have made other arrangements with Doorcounts, you must authorize and maintain a current valid means for Doorcounts to collect its fees for the Services via payment card or ACH at all times during the Term. Doorcounts may charge the fees on or after the following times: (i) for monthly minimums, base fees, and other fixed monthly recurring fees, the first day of each billing cycle, (ii) for usage fees, % of Revenue, and other variable fees, the last day of each billing cycle, or more often if your usage fees or % of Revenue are unusually high for your account type, (iii) for one-time fees (such as installation fees), the day you submit the Order that includes the fee, and (iv) for hourly fees, at the time stated in the Order, or if no time is stated, on completion of the hourly services described in the Order. Doorcounts may charge any applicable Sales Tax with the charge for the related Service, or separately.
5.5 Late Payments. Doorcounts may suspend or terminate your Services or the Agreement if your payment is overdue, including if Doorcounts’s charge to your payment card or account is rejected. If your credit card on file is closed or the Account information is changed, or if, for any reason, a charge is rejected, you shall immediately update your Account or supply a new payment account, as appropriate. If you are unable to update your credit card account with appropriate information, then Doorcounts will send an invoice to you detailing the amount due. You must pay the amount due in full within seven (7) days after the date of the invoice. You agree to notify Doorcounts in writing of any changes to your Account information or termination of any authorization at least thirty (30) days prior to the immediately subsequent billing date. Doorcounts may charge interest on overdue amounts at the lesser of 1.2% per month or the highest non-usurious amount permitted by applicable law. If Doorcounts takes legal action to collect an overdue amount, you must also pay Doorcounts’s reasonable costs of collection, such as attorney fees and court costs. If Doorcounts suspends your account for late payment, you must pay Doorcounts’s reasonable reinstatement fee, not to exceed the minimum or base fee of your Plan.
5.6 General. If Doorcounts discounts your fees in exchange for your commitment to a Term length of longer than one year and the Order is terminated prior to the end of the committed term then, unless the termination was by Doorcounts for convenience, or by you for Doorcounts’s breach, you must pay an early termination fee equal to 50% of the price of the remaining contract.
5.7 Price Protection. Doorcounts guarantees the price stated on the Order for a period of 12 months, unless otherwise stated in the Order. After this time, your price may increase with thirty (30) days written notice. (See 5.1).
- YOUR OBLIGATIONS
6.1 Fees. You must pay your fees when due for the Term. You must not use or attempt to use the Services in a way that undermines Doorcounts’s ability to correctly calculate its fees.
6.2 Your Security Obligations. You must use reasonable security precautions in connection with your use of the Services, such as requiring your users to establish reasonably secure passwords and using commercially reasonable efforts to protect your systems and data from malware. You may not interfere, or attempt to interfere, with the encryption features of the Services.
6.3 Authorized Users. You may not authorize anyone to use your Services or Services account other than your employees or other personnel, or the employees or personnel of your contractors who are subject to written restrictions that limit their use of the Services to supporting your internal business functions.
6.4 Acceptable Use. You may not use the Services in connection with any illegal or abusive activities, as determined by Doorcounts in its reasonable discretion, or in violation of the AWS Acceptable Use Policy at https://aws.amazon.com/aup/.
6.5 Backups. You must create a backup of Your Data at reasonable intervals and retain that backup in a secure location.
6.6 Compliance with Law. You must use the Services in compliance with applicable law.
6.7 Representations and Warranties. You represent and warrant to Doorcounts as of the effective date of each Order and on an ongoing basis that: (i) the information you submit about yourself and your activities to establish a Services account with Doorcounts and place an Order is true, correct, and complete, (ii) you have not been the target of any legal or regulatory investigations or proceedings in connection with your business activities, and (iii) Your Data was collected in accordance with applicable law, and that you have all necessary rights and authority to use and process Your Data as contemplated by the Agreement.
- TERM, TERMINATION, SUSPENSION
7.1 Term. If you sign up for a yearly Plan, the Term of the Order begins on the date of Order
submission and continues on a year-to-year basis until you or Doorcounts terminates the Order by giving at least sixty (60) days advance written notice of termination, unless termination on fewer days’ notice is permitted by Section 7.2 (Termination) or you exercise your right to 60 day cancellation permitted by section 7.6 (Sixty Day Cancellation). If you sign up for a Plan that has a term of longer than one year, the Term of the Order begins on Order submission and continues for the period stated in the Order. On expiration of the initial term of an Order for a Plan with a term of longer than a year, the Order automatically renews for consecutive periods of the same period and the same recurring fee as the initial term unless you or Doorcounts gives a notice of non-renewal at least thirty (30) days prior to expiration of the initial term or then-current renewal term, as applicable. If you wish to terminate any term longer than a yearly Plan prior to expiration, Doorcounts may permit you to do so but you will be subject to an early termination fee equal to 50% of the price of the remaining contract.
7.2 Termination. Either party may terminate an Order, or the Agreement, on written notice if the other party is in material violation of any term of an Order or these Service Terms, provided that if the violation is curable the terminating party must first give the other party a written notice describing the violation in reasonable detail and at least ten (10) days to cure the violation.
7.3 Suspension. Doorcounts may suspend your access to the Services and Your Data during any period that you are in material breach of the Agreement or your access to the Services or Your Data creates a material security vulnerability. Doorcounts will give you at least two (2) business days’ advance notice of the suspension, unless the suspension is made under emergency circumstances. Doorcounts will reinstate your access to the Services when the grounds for suspension are cured unless Doorcounts has already terminated the Agreement as described in this Section.
7.4 Surviving Provisions. The following sections survive expiration or termination of the Agreement: Fees and Payment, Confidentiality, Indemnification, Limitation of Liability, Term and Termination, Suspension, Governing Law, Disputes, Notices, General, and any other terms that by their nature are intended to survive expiration or termination.
7.5 Return of Your Data. You are responsible for exporting Your Data from the Services prior to
expiration of the Agreement. If Doorcounts terminates your Services for breach, Doorcounts will retain Your Data for at least 15 days from the effective date of termination. If you wish to export Your Data following a termination for breach, Doorcounts will either, at its option, enable short term access to the Services at a scheduled time so that you may export Your Data, or export Your Data using its standard export tools. Doorcounts has no obligation to retain Your Data after the 15-day period and may destroy Your Data. Doorcounts has no obligation to assist you with the export of Your Data. Doorcounts may be available to assist with data export on an hourly fee basis at a time scheduled by Doorcounts.
7.6 Sixty Day Cancellation You may cancel your Order within 60 days of the service activation date with written notice.
- REMEDIES, DISCLAIMERS, INDEMNIFICATION, LIMITATIONS
8.1 Warranty Remedy. If Doorcounts makes a warranty regarding the Services and then materially fails to meet that warranty, Doorcounts will attempt to cure the failure or if it is unable to cure the failure through commercially reasonable efforts will refund the fees paid for the billing cycle during which the failure occurred. However, to be eligible for a warranty remedy under this section, you must give a written notice describing the failure no later than ten (10) days following the end of the billing cycle and cooperate with Doorcounts’s reasonable efforts to cure the failure. The remedies stated in this Section are your sole and exclusive remedy for Doorcounts’s breach of a Services warranty.
8.2 No Other Warranty. Except as expressly stated in these Services Terms, the Services are provided AS IS. Doorcounts disclaims any implied warranties, such as a warranty of merchantability, fitness for a particular purpose, and non-infringement, and any representation or warranty that may arise through a course of dealing. You acknowledge that the use of the Service may not be uninterrupted, error free, or completely secure. If applicable law requires Doorcounts to make a warranty notwithstanding this disclaimer, then the warranty is made for a period of thirty (30) days from the date that it is deemed to have been made, and your sole and exclusive remedy for a breach of the warranty is a refund of fees paid for the Services covered by the warranty. You represent that you have not relied on any representation or warranty other than those stated in these Services Terms.
8.3 Indemnification. You agree that if a third party asserts a legal claim against Doorcounts or any of its officers, members, managers, employees, staff, personnel, agents, licensors or suppliers (the “Doorcounts Defendants”) arising from your violation of these Services Terms or any Order, including your breach of a representation or warranty, or if your customer or end user asserts a legal claim against any of the Doorcounts Defendants on any basis other than Doorcounts’s gross negligence or misconduct, you will pay all reasonable costs of defending the claim, including reasonable attorney fees, and any damages awarded to the third party or paid to the third party by Doorcounts as a reasonable settlement. You agree that Doorcounts may control the defense of the claim at its option, or may require you to defend the claim directly. If Doorcounts elects to control the defense of the claim, you will reimburse Doorcounts for its
reasonable defense costs and expenses as incurred.
8.4 Limitation of Liability. In the event you have a legal claim against Doorcounts or any of its officers, members, managers, employees, staff, personnel, or agents, suppliers or licensors (the “Doorcounts Defendants”), you agree that the maximum total amount of money you can recover from any or all of them cannot exceed the amount of fees you have paid or that are payable for Service for the six (6) months prior to the date the claim arose, unless the legal claim is based on a Doorcounts Defendant’s intentional misconduct or is for personal injury or death resulting from the negligence, recklessness or intentional misconduct of a Doorcounts Defendant. In addition, you agree that in no event are you entitled to recover any lost revenue, lost profits, damages for lost data, or any indirect or consequential loss or damages of any kind.
8.5 General. You acknowledge that Doorcounts has set its fees and entered into the Order in reliance on the limitations of remedies and liability stated in these Terms, and that these limitations reflect an agreed allocation of risk between you and Doorcounts. The limitations stated in this Section shall apply to any liability arising from any cause of action whatsoever, whether in contract, tort, commercial code, strict liability or otherwise, even if a limited remedy fails of its essential purpose. If these limitations as written are not permitted by applicable law, they shall apply to the extent permitted by applicable law.
- GENERAL TERMS
9.1 Rights in Technology/Intellectual Property. You may not copy any part of the Services or mirror the Services on any site or system, except that you may download and print copies of Documentation for the Services as reasonably necessary for your permitted use of the Services, provided that you use the Documentation in the exact form published, retain all branding and proprietary notices, and do not transfer the Documentation to any other person. You may not reverse engineer or attempt to discover any underlying algorithm or method embodied by the Services or Doorcounts’s other technology except to the extent applicable law permits such activity notwithstanding this limitation, and then on sixty (60) days advance written notice to Doorcounts. You may not disclose to any third party any benchmarking or other test or evaluation you conduct on the Services. You may not use the Doorcounts Services or API’s for
the purpose of creating a competing technology. Except for rights expressly granted in this Agreement, Doorcounts retains all right, title and interest in and to its Services, technology, and information and all related intellectual property rights. No rights in Intellectual Property may arise by implication or estoppel.
9.2 Feedback. You hereby license to Doorcounts any feedback or suggestions that you may provide regarding the Services or Doorcounts’s other existing or proposed products or services on a perpetual, irrevocable, royalty free, worldwide, unconditional, fully sublicensable and transferable basis, including the right to make, have made, use, sell, offer to sell, import, copy, display, perform, modify, distribute in modified or unmodified form, and commercialize any intellectual property, without accounting to you. You agree that you will not assert, or authorize, assist, or encourage any third party to assert, against Doorcounts or any of its affiliates, vendors, business partners, or licensors, any patent infringement or other intellectual property infringement claim regarding the Service or any our other products or services that you use.
9.3 Confidential Information. Any non-public information that you learn about Doorcounts or its Services as part of the relationship contemplated by these Services Terms is Doorcounts’s Confidential Information. Your Data and your Personal Data are your Confidential Information. Each of you and Doorcounts agree not to use or disclose the other’s Confidential Information except for the purpose of providing or using the Services, as applicable, or to exercise legal rights in connection with an Order. Each of you and Doorcounts agree to use reasonable care to protect the confidentiality of the other’s Confidential Information and to return or destroy the other’s Confidential Information on request, except as necessary for reasonable and customary business record-keeping purposes. Each of you and Doorcounts is responsible for a breach of this Section by any person to whom it has disclosed the other’s Confidential Information.
Notwithstanding the foregoing, Doorcounts may disclose your Confidential Information in response to a subpoena or request from law enforcement.
9.4 Governing Law. The Order and these Services Terms are governed by and should be interpreted under the laws of the State of Oregon, and the United States of America, as applicable, without giving effect to any conflicts of law principles that would require the application of the law of a different jurisdiction. The parties expressly and irrevocably disclaim and waive the application of the United Nations Convention on Contracts for the International Sale of Good and the Uniform Computer Information Act.
9.5 Notices. Your notices must be submitted by electronic mail to support@Doorcounts.com. Doorcounts’s notices to you must be given to your primary account contact at the email address in the Doorcounts portal. If you send a notice of breach of the Agreement, a legal dispute, a legal claim, or other legal matter, you must copy your notice to support@Doorcounts.com, and must also send your notice via first class United States mail to Doorcounts’s physical address appearing on its Site on the day the notice is transmitted electronically. Doorcounts’s legal notices to you must be copied via first class United States mail to your physical notice address, or if your physical address is outside of the United States, via a reputable and established international priority mail service on the date the notice is transmitted electronically. Notices are deemed given, received and effective as of the time transmitted by electronic mail, or if that time does not fall on a business day, as of the beginning of the first business day following the time transmitted. Notices must be given in the English language. A party may change its address for notice by giving notice in the manner stated in this Section.
9.6 Arbitration. Except for certain requests for injunctive relief as described below, each of you and Doorcounts agree that any dispute related to the Services, an Order or these Services Terms shall be submitted to binding arbitration in Portland, Oregon. The arbitration shall be conducted by one arbitrator in accordance with the commercial arbitration rules of the American Arbitration Association (“AAA”). The arbitration will be conducted in person unless each of the parties agrees to a telephonic or written submissions procedure. The arbitrator shall issue a reasoned award with findings of fact and conclusions of law and judgment on the award rendered by the arbitrator may be entered in any court having jurisdiction. Either party may bring an action in any court of competent jurisdiction to compel arbitration under this Agreement, or to enforce or vacate an arbitration award. Each party waives any right to a trial by jury, and agrees that disputes will be resolved through arbitration. No claim subject to this provision may be brought as a class or collective action, nor may you assert such a claim as a member of a class or collective action that is brought by another claimant. Each party agrees not bring a claim related to the Services or the subject matter of an Order or these Services Terms more than two years after the time that the claim accrued. Except as may be required by law, neither a party nor an arbitrator may disclose the existence, content, or results of any arbitration hereunder without the prior written consent of both parties.
9.7 Informal Dispute Resolution. Each party agrees that it will not file a lawsuit or other legal action in connection with the Services, any Order, or these Services Terms, unless it has first given the other party written notice of the dispute, and attempted to resolve the dispute through good faith negotiation.
9.8 Injunctive Relief. Notwithstanding anything in this Agreement to the contrary, this Agreement does not prohibit, condition, or delay a party’s right to seek injunctive relief in any court of competent jurisdiction to address the other party’s infringement or misappropriation of its intellectual property, or the other party’s breach of its confidentiality obligations under this Agreement.
9.9 Anti-Corruption. Each party represents that it has not received or been offered any illegal or improper bribe, kickback, payment, gift, or thing of value from the other’s employees or agents in connection with this Agreement. Reasonable gifts and entertainment provided in the ordinary course of business do not violate the above restriction. If either party learns of any violation of the above restriction, it will promptly notify the other party.
9.10 Force Majeure. Except for your payment obligations, neither party is in violation of the
Agreement if the failure to perform is due to an event beyond that party’s reasonable control, such as a significant failure of the power grid or Internet, denial of service attacks, natural disaster, war, riot, insurrection, epidemic, strikes, or other organized labor action, terrorism, or other acts or events for which precautions are not generally taken in the industry.
9.11 Assignment. Neither party may assign any of its rights or obligations hereunder, whether by operation of law or otherwise, without the other party’s prior written consent (not to be unreasonably withheld); provided, however, either party may assign this Agreement in its entirety (including all Orders), without the other party’s consent to its affiliate or in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets. Subject to the foregoing, this Agreement will bind and inure to the benefit of the parties, their respective successors and permitted assigns.
9.12 Publicity. You agree that Doorcounts may identify you as its customer, using your company name and logo, on its website where it identifies its customers generally, and Doorcounts agrees that you may identify it as your service provider on your website using the Doorcounts name and logo. In addition, You will consider Doorcounts’s requests to participate in the development of product whitepapers, testimonials for Web publication, and other like materials for publication. You may not issue press releases or any public announcements without Doorcounts’s written consent. Each party may use the other party’s trade or service marks in connection with approved activities, and otherwise with the other party’s prior consent.
Each party shall use the other’s trademarks subject to the other party’s reasonable trademark usage guidelines that are communicated to the party from time to time.
9.13 Relationship of the Parties. The parties are independent contractors. Neither party is the agent of the other, and neither party is authorized to make any representations, contract, or commitment on behalf of the other. The use of the words “partner” or “partnership” in this Agreement or otherwise refers only to a business relationship, and does not create or reflect any legal partnership, joint venture, or other fiduciary or other special relationship between the persons described as partners. The parties do not agree to any exclusivity in regards to the subject matter of this Agreement and each party is free to contract with third parties, including competitors of the other party, for transactions of the type covered by this Agreement in any market, worldwide.
9.14 Interpretations. In calculating any period of time under this Agreement, the day of the act, event or default from which the designated period of time begins to run is not included. The term “person” refers to any legal person, and may mean a natural person (individual), a legally created person (such as an entity, trustee, or executor), or an entity (such as a corporation, partnership, or limited liability company). The word “personnel” refers to a person’s employees and individual contractors who are under the person’s direct supervision. The word “affiliate” refers to an individual or entity that controls, is controlled by, or is under common control with the person referred to, where control means ownership of the majority of voting interests of an entity or the right to control the policies of the entity by means of a controlling number of seats on the entity’s governing body. The use of the word “including” should be read to mean “including, without limitation.” All references to monetary amounts mean United States Dollars. The term “parties,” either in lower- or upper-case form, refers to the signatories to this Agreement. For notice purposes, the words “business day,” “business hours,” or the like means Monday – Friday, 9:00 a.m. – 5:00 p.m., United States Central Time, excluding federal public holidays in the United States. A reference to “day” shall mean a calendar day, unless expressly
designated as a “business” day. All software and other technology provided for your use is licensed and not sold; any references to a sale or purchase of software or other technology means the sale or purchase of a subscription service. Any requirement in this Agreement that a statement be written, in writing, or a like requirement is satisfied by an email or other digital form of writing unless expressly stated otherwise. Nouns stated in the singular imply the plural as indicated by the context, and pronouns that are gender specific refer to either gender. The Section captions in this Agreement are for convenience only; they are not part of this Agreement and may not be used to interpret the terms of this Agreement.
9.15 Third-Party Beneficiaries. There are no other third-party beneficiaries under this Agreement.
9.16 Severability. In the event one or more of the terms of this Agreement are adjudicated invalid, illegal, or unenforceable, the adjudicating body may either interpret this Agreement as if such terms had not been included, or may reform such terms to the limited extent necessary to make them valid, legal or enforceable, consistent with the economic and legal incentives underlying the Agreement.
9.17 Changes to the Services. You agree that your purchases are not contingent on the delivery of any future functionality or features, or dependent on any oral or written public comments made by Doorcounts regarding future functionality or features. You acknowledge that Doorcounts may modify or suspend any of its Services offerings at any time. If a modification or suspension materially and adversely affects your use of the Services, you may terminate the Agreement by giving written notice of the change no later than thirty (30) days following the date of the change and receive a refund of any prepaid fees as your sole and exclusive remedy.
9.18 General Representations. Each party represents that it has validly entered into this Agreement and has the legal power to do so.
9.19 Changes to Online Service Terms. Doorcounts may amend these Services Terms at any time in its sole discretion. Any amendment will become effective as to your Order on the first renewal of the Order that follows the publication of the amendment by at least thirty (30) days. If the amendment materially and adversely impacts your use of the Services, you may terminate the Agreement by giving written notice no later than thirty (30) days following the date the amendment is published and receive a refund of prepaid fees as your sole and exclusive remedy.
9.20 Entire Agreement and Order of Precedence. This Agreement is the entire agreement between you and Doorcounts regarding your use of Services and supersedes all prior and contemporaneous agreements, proposals or representations, written or oral, concerning its subject matter. No modification, amendment, or waiver of any provision of these Service Terms or an Order will be effective unless in writing and signed by the party against whom the modification, amendment or waiver is to be asserted. The parties agree that any preprinted term or condition stated in any business form is void. In the event of any conflict or inconsistency among the following documents, the order of precedence shall be: (1) the applicable Order, (2) these Services Terms, and (3) the Documentation. Your use of the Services, both during any free use period and your Order Term, is subject to all of the terms, conditions, and restrictions stated in your Order and these Service Terms, and any restrictions stated on a page on the Site that is part of your Order.
- DEFINITIONS. These terms have the meanings stated:
Documentation means Doorcounts’s user and administration guides, FAQ’s, Whitepapers and other materials designed to explain the use of the Services, but not including any marketing materials or publicity.
Order means an order form prepared by Doorcounts that you have submitted and that Doorcounts has accepted that describes the features of the Doorcounts service plan you selected, and the related fees and Term.
Personal Data means information that can be used to identify an individual.
Plan means a Doorcounts bundle of Services included as part of a single offering described on the Doorcounts Site.
Services means Doorcounts’s CRM, communications tools, dashboard, portals, reporting tools, API’s, smart camera, floorboard and all related services and Support.
Site means www.Doorcounts.com, or any other website operated by Doorcounts for the purpose of offering or providing Services, including any subdomains.
Support means the use of the Documentation, and any live human support that is included with the Plan that you Purchase.
Term means the initial term and any renewal terms, collectively.
System Data has the meaning given in Section 4 (Your Data).
Your Data has the meaning given Section 4 (Your Data).
Doorcounts is a registered trademark of Floorboard, LLC