Terms and Conditions

By using the Doxly Services, Customer agrees to be bound by the terms and conditions set forth in this Agreement. Doxly reserves the right to change the terms and conditions of this Agreement at any time without notice, and Customer’s continued use of the Doxly Services constitutes Customer’s consent to such changes.
In consideration of the mutual covenants and agreements contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:

Definitions

Services

Client’s Obligations

Client will provide commercially reasonable cooperation with Doxly to assist Doxly in provision of the Services. Client shall authorize access to and assign unique passwords and user names to Client’s end users of the Services (“Client Accounts”). Client shall be responsible for any activity occurring through the Client Accounts, including unauthorized activity. Client shall use commercially reasonable efforts to prevent unauthorized access to or use of the Services and shall promptly notify Doxly in the event of any unauthorized access or use of the Services and any loss or theft or unauthorized use of any of the Client Accounts. Client shall comply with all applicable local, state, federal, and foreign laws, treaties, and regulations applicable to Client’s use of the Services, including without limitation those related to privacy, electronic communications, and anti-spam legislation.

Payment Terms

Unless otherwise specified in the applicable Order Form, Doxly will submit invoices to the Client for Fees for Services on an annual basis and payment is due upon receipt. Client agrees to pay invoiced Fees in U.S. dollars prior to the end of the current calendar month upon Client’s receipt of Doxly’s invoice. Except as otherwise provided for in the applicable Order Form, Fees may include any applicable pro-rated amounts for incomplete months of Service provision. Client shall pay all taxes (including without limitation sales, use, property, excise, value added, and gross receipts) levied on this Agreement, except taxes based on Doxly’s income. Doxly reserves the right to suspend Client’s access and/or use of the Services for any accounts for which any payment of Fees is due and unpaid, provided, however, that Doxly provides Client a delinquency notice of such nonpayment and at least thirty (30) days have passed since the transmission of such delinquency notice without full payment of the unpaid Fees by Client. Client also shall pay to Doxly all reasonable expenses incurred by Doxly in direction connection with exercising any of its rights under this Agreement or applicable law with respect to the collection of payment due Doxly (excluding with respect to amounts reasonably disputed by Client in good faith), including reasonable attorneys’ fees, court costs, and collection agency fees.

Intellectual Property Rights.

Non-Solicitation

During the term of this Agreement and for a period of one (1) year thereafter, each Party hereto agrees that it shall not induce or attempt to induce any employee, agent or former employee or agent of the other Party to leave the employ of the other Party, or hire any such employee, agent or former employee or agent in any business or capacity.

Warranties

Doxly represents and warrants that (a) it has the full corporate right, power and authority to enter into this Agreement, (b) the execution of this Agreement by and the performance of its obligations and duties hereunder do not and will not violate any agreement to which it is a Party or by which it is bound, (c) when executed and delivered, this Agreement will constitute the legal, valid and binding obligation of Doxly, in accordance with its terms; and (d) it shall provide the Services in a workmanlike, professional manner. EXCEPT AS SPECIFICALLY SET FORTH IN THIS AGREEMENT, ZYLO DOES NOT MAKE, AND HEREBY DISCLAIMS, ANY AND ALL OTHER EXPRESS AND IMPLIED WARRANTIES, INCLUDING, BUT NOT LIMITED TO, WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, AND ANY WARRANTIES ARISING FROM A COURSE OF DEALING, USAGE, OR TRADE PRACTICE.

Indemnification

Client shall indemnify and defend Doxly, at Client’s own expense, against any suit or proceeding brought against Doxly by a third party arising from or related to: (a) Client’s violation of any law; or (b) an allegation that the Client Content or Doxly’s use of the Client Content in accordance with this Agreement violates any law or regulation or infringes third party intellectual property rights. Doxly shall indemnify and defend Client, at Doxly’s own expense, against any claim, suit or proceeding brought against Client that, if true, would constitute a breach of Doxly’s warranty provided in Section 7 (a “Claim”). To qualify for such defense and payment, Client must (a) give Doxly prompt written notice of any such Claim; (b) allow Doxly to solely control the defense and all related settlement negotiations for any such Claim; and (c) fully cooperate with Doxly in such defense and settlement negotiations.

Limitation of Liability

IN NO EVENT WILL EITHER PARTY BE LIABLE FOR ANY SPECIAL, INCIDENTAL, EXEMPLARY, PUNITIVE, INDIRECT OR CONSEQUENTIAL DAMAGES (INCLUDING WITHOUT LIMITATION ANY LOST REVENUE OR LOST PROFITS), EVEN IF SUCH PARTY IS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR SUCH DAMAGES ARE FORESEEABLE. EACH PARTY’S MAXIMUM AGGREGATE LIABILITY RELATED TO OR IN CONNECTION WITH THIS AGREEMENT WHETHER UNDER ANY THEORY OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY OR OTHERWISE WILL BE LIMITED TO THE AGGREGATE AMOUNT OF FEES PAYABLE UNDER THE AGREEMENT IN THE TWELVE (12) MONTHS PRECEDING SUCH CLAIM.

Promotion

Client agrees to allow Doxly use of its name and logo on the Doxly website, blog, and marketing materials. Any other use of Client’s trademarks, trade name, logos, or public referrals to its relationship with Client may not be made without Client’s prior written consent.

Confidentiality

Term and Termination

General

IN WITNESS WHEREOF, the Parties hereto have caused this Agreement to be executed in duplicate by their duly authorized officers as of the Effective Date.