Please review Dovico’s Terms of Service and related documents (the “Agreement”) carefully. By accessing or using the Services, by clicking “I ACCEPT”, by entering into an Order Form or paying for the Services offered by Dovico Software Inc. (“Dovico”), you are confirming that you have read, understand and accept this Agreement.
This Agreement can be updated from time to time as set out in Section 15.3 below. You are responsible for regularly reviewing the most current version of this Agreement. We will notify you of any changes that in our sole discretion materially impact this Agreement.
In this Agreement, the following words shall have the following meanings:
“API” means the application programming interface provided by Dovico which enables the Customer to acquire or create Applications to interoperate with the Services.
“Application” means any software or web-based application that is capable of interoperating with the Services.
“Confidential Information” means any and all information in whatsoever form relating to Dovico or the Customer, or the business, prospective business, finances, pricing structures, technical processes, computer software (both source code and object code), Intellectual Property Rights or finances of Dovico or the Customer (as the case may be), or compilations of two or more items of such information, whether or not each individual item is in itself confidential, which comes into a party’s possession by virtue of its entry into this Agreement or provision of the Services, and which the party regards, or could reasonably be expected to regard, as confidential and any and all information which has been or may be derived or obtained from any such information.
“Customer” means a company or individual (a) who accesses the Services for a free trial or (b) who signs the Order Form and may access the Services during the Term.
“Customer Data” means all data, information or material provided, submitted or imported into the Services by a Customer and its Users in the course of using the Services.
"Data Protection Laws" means all data protection and privacy laws applicable to the Processing of Personal Data under the Agreement including, where applicable, EU Data Protection Laws.
“Developer” means a company or individual that provides Applications to any other party.
“Documentation” means the user manuals, online help, policies and other support documentation of Dovico as amended by Dovico from time to time in its sole discretion.
“Effective Date” means the date on which you first entered into an Order form, or commenced use of the Services, whichever occurred first.
“EU Data Protection Law” means Regulation 2016/679 of the European Parliament and of the Council on 27 April 2016 on the protection of natural persons with regard to the processing of personal data and on the free movement of such data (General Data Protection Regulation).
“Force Majeure” means anything beyond either party’s reasonable control including fire, explosion, power blackout, earthquake, flood, severe storms, strike, embargo, acts of civil or military authority, war, terrorism, cyber terrorism, Internet service provider failures or delays, denial of service attacks, acts of God, acts or omissions of Internet traffic carriers, actions or omissions of regulatory or governmental bodies (including the passage of laws or regulations or other acts of government that impact the delivery of Services).
“Initial Term” means a period of 12 months starting from the Effective Date, unless stated otherwise in the Order Form.
“Intellectual Property Rights” means all copyrights, patents, utility models, trade marks, service marks, registered designs, moral rights, design rights (whether registered or unregistered), technical information, know-how, database rights, semiconductor topography rights, business names and logos, computer data, generic rights, proprietary information rights and all other similar proprietary rights (and all applications and rights to apply for registration or protection of any of the foregoing) as may exist anywhere in the world.
“Order Form” means a Dovico quote which has been accepted by Customer, or a written document signed by both parties, which sets out the fees for use of the Services, identifies the specific Services ordered and may include the Term, User quantity and any other services purchased, applicable charges, billing and payment information.
“Personal Data” means any information about an individual who can be identified but does not include aggregate or anonymous information where an individual cannot be identified.
“Renewal Term” means a period of 12 months, unless stated otherwise in the Order Form.
“Services” means the online time tracking and project planning software application services of Dovico which include the API, Dovico branded and supported Applications, updates, upgrades, support, and content (e.g., audio and visual information, documents) as set out in the Order Form. The Services do not include non-Dovico Applications provided by third parties, whether or not such Applications are made available on a Dovico website.
“Term” means the Initial Term plus any Renewal Terms, together.
“Terms of Service” means these terms and conditions as amended from time to time.
“Users” means a Customer’s employees, affiliates, representatives, consultants, contractors or agents who have been supplied user identifications and passwords by the Customer, not to exceed the number of User Licenses purchased by the Customer.
“User Licenses” refers to the named licenses that a Customer has purchased as set out in the Order Form.
2.1 Dovico agrees to provide the Services to the Customer for the Term in accordance with the terms of this Agreement.
2.2 The Customer is granted a non-exclusive and non-transferable licence to use the Services (including any associated software, Intellectual Property Rights and Confidential Information) as a User or Developer during the Term.
2.3 All Intellectual Property Rights and title to the Services (save to the extent incorporating any Customer or third party owned item) shall remain with Dovico and/or its licensors and no interest or ownership in the Services, the Intellectual Property Rights or otherwise is conveyed to the Customer under this Agreement. No right to modify, adapt, or translate the Services or create derivative works from the Services is granted to the Customer. Nothing in this Agreement shall be construed to mean, by inference or otherwise, that the Customer has any right to obtain source code for the software comprised within the Services.
2.4 Subject to any rights granted under applicable law, disassembly, decompilation or reverse engineering and other source code derivation of the software comprised within the Services is prohibited.
2.5 Unless otherwise specified in this Agreement, the Services are provided and may be used solely by the Customer as part of the Customer’s desktop or mobile architecture. The Customer may not: (a) lease, loan, resell or otherwise distribute the Services save as permitted in writing by Dovico; (b) use the Services to provide ancillary services related to the Services; or (c) except as permitted in this Agreement, permit access to or use of the Services by or on behalf of any third party.
3.1 In consideration of the provision of the Services by Dovico, the Customer shall pay Dovico the fees for use of the Services during the Term. Any charges for additional products and services will be charged and invoiced when ordered by the Customer and as set out in any additional Order Form.
3.2 The Customer shall provide Dovico with valid and updated credit card or approved purchase order information as a condition to ordering any Services.
3.3 Invoices will be issued monthly or annually in advance, as specified in the Order Form. Invoices are payable immediately and fees shall be automatically deducted from Customer’s credit card upon issue of each invoice, unless the parties agree otherwise.
3.4 Customers are responsible for paying all taxes applicable to the fees and charges in any applicable jurisdiction. If Dovico has the legal obligation to pay or collect taxes for which the Customer is responsible, the appropriate amount shall be invoiced to and paid by the Customer in addition to the fees.
3.5 All invoices shall be issued and are payable in full by the Customer in the currency set out in the invoice, plus any applicable taxes.
3.6 All fees are non-refundable unless expressly stated otherwise, or otherwise provided by law.
3.7 Dovico may modify fees and charges or introduce new charges at any time, upon giving at least thirty (30) days’ prior written notice to Customers.
3.8 Dovico may charge interest on late payments at a rate of 1% of the unpaid amount each month up to the maximum that is permitted by law. In addition, Customers shall reimburse Dovico for all reasonable costs incurred by Dovico in collecting late payments including reasonable attorneys’ fees and other costs and expenses. Dovico may suspend or cancel the Services if a Customer does not pay any amounts owed in full and on time.
4.1 This Agreement will commence on the Effective Date and continue for the Initial Term. Upon expiry of the Initial Term this Agreement shall automatically renew for further Renewal Terms, unless a party terminates early in accordance with its rights set out below.
4.2 Either party may terminate this Agreement or reduce the number of User Licenses without reason, effective from the expiry of the Initial Term or any Renewal Period, upon giving at least ten (10) days’ written notice prior to the expiry of the Initial Term or Renewal Period.
4.3 Dovico may terminate this Agreement at any time if: (a) the Customer breaches any term of this Agreement which is not remedied within thirty (30) days’ written notice of the breach; (b) circumstances occur as set out in Section 5.2 which are not resolved within thirty (30) days’ written notice of such occurrence, or (c) Dovico is otherwise required by law to do so. If Dovico terminates the Agreement pursuant to Section 4.3 (a) this does not relieve the Customer from the obligation to pay all Fees for the remainder of Initial Term or current Renewal Period.
4.4 Either party shall be entitled to terminate this Agreement on written notice to the other if the other party: (a) goes into voluntary or involuntary liquidation (otherwise than for the purpose of a solvent reconstruction or amalgamation) or has a receiver or administrator or similar person appointed or is unable to pay its debts or ceases or threatens to cease to carry on business or if any event occurs which is analogous to any of the foregoing in another jurisdiction; or (b) commits a material breach of any term of this Agreement which, if capable of remedy, is not remedied within ten (10) days of receipt of a written notice specifying the breach and requiring it to be remedied; or (c) is prevented by Force Majeure from fulfilling its obligations for more than thirty (30) days.
4.5 Upon termination of this Agreement, Dovico shall immediately cease providing the Services to the Customer and all licences granted hereunder shall terminate. The Customer shall promptly pay Dovico any unpaid Fees for the remainder of the Term. No Fees already paid shall be refunded if the Agreement is terminated prior to the end of the Term.
4.6 Termination or expiry of this Agreement for whatever reason shall not affect the accrued rights of the parties. All clauses which by their nature should continue after termination or expiry shall, for the avoidance of doubt, survive the expiration or sooner termination or expiry of this Agreement and shall remain in force and effect.
5.1 Dovico shall: (a) provide support for the Services to Customer; (b) use commercially reasonable efforts to make the Services available 24 hours a day, 7 days a week, excluding: (i) planned downtime (of which Dovico shall give at least five (5) days’ notice via the Services); or (ii) any unavailability caused by Force Majeure; and (c) provide the Services only in accordance with applicable laws and government regulations.
5.2 Dovico may suspend Customer’s use of the Services if Dovico reasonably believes that Customer’s continued use of the Services (a) represents a threat to its network function or integrity, (b) may impair the Services, or (c) may interfere with any other person’s use of the Services.
5.3 Notwithstanding anything to the contrary herein, Customer agrees that Dovico may obtain and aggregate technical and other data about Customer's use of the Services that is not identifiable with respect to Customer ("Aggregated Anonymous Data"), and Dovico may use the Aggregated Anonymous Data to analyse, improve, support and operate the Services.
6.1 Customer warrants that it shall: (a) only issue paid-up User Licenses to Users solely for their internal business purposes and User Licenses will not be shared or used by more than one individual User but may be reassigned from time to time to new Users who are replacing former Users who no longer use the Services; (b) be responsible for Users’ compliance with the terms of this Agreement; (c) keep all passwords confidential; (d) maintain reasonable security measures (as may change over time) and use commercially reasonable efforts to prevent unauthorized access to or use of the Services and notify Dovico promptly of any unauthorized access or use; and (e) use the Services only in accordance with the Documentation and applicable laws and government regulations.
6.2 Customer warrants that it shall not: (a) make the Services available to anyone other than Users; (b) use the Services to store or transmit infringing, libellous, or otherwise unlawful or tortious material, or to store or transmit material in violation of third-party privacy rights; (c) use the Services to store or transmit malicious code; (d) interfere with or disrupt the integrity or performance of the Services or third-party data contained therein; (e) attempt to gain unauthorized access to the Services or their related systems or networks; (f) copy, frame or mirror any part or content of the Services, other than copying or framing on Customer’s own intranets or otherwise for its own internal business purposes; or (g) access the Services in order to build a competitive product or service or to copy any features, functions or graphics of the Services.
7.2 For EEA Customers: To the extent that Personal Data is protected by or otherwise regulated by EU Data Protection Law, the terms set out in Dovico’s Data Protection Addendum forms part of this Agreement and applies in addition to the terms set out in this Section 7 (Data Protection).
7.3 If a third party alleges infringement of its data protection rights, Dovico shall be entitled to take measures necessary to prevent the infringement of a third party’s rights from continuing.
8.2 The Customer has sole responsibility for the accuracy, quality, integrity, legality, reliability, appropriateness or right to use any Customer Data. Except as provided herein, Dovico acquires no right, title or interest from the Customer under this Agreement in or to any Customer Data. The Customer retains all rights of ownership in the Customer Data.
8.3 Dovico shall maintain appropriate administrative, physical, and technical safeguards for protection of the security, confidentiality and integrity of Customer Data. Dovico shall not: (a) modify Customer Data; (b) disclose Customer Data except as compelled by law or as expressly permitted in writing by the Customer; or (c) access Customer Data except to provide the Services and prevent or address service or technical problems, or at the Customer’s request in connection with customer support matters.
8.4 For EEA Customers: Dovico shall not access or transfer Customer Data outside of the EEA unless: (a) instructed in writing by Customer; or (b) it is necessary to do so in order to diagnose or repair a technical problem with the Services. In the event of a technical problem with the Services requiring access to or transfer of personal data outside of the EEA, Customer hereby permits Dovico to take such steps as are necessary to diagnose and repair the Services at Dovico’s secure facility in Canada, a country for which the European Commission has made a positive finding of adequacy, to use Customer Data only to the extent necessary, and to delete the Customer Data from the Canadian facility once the authorized purpose is completed.
8.5 Dovico performs regular backups of Customer Data for the purpose of recovery in the event of a failure in Dovico's data centres. Dovico shall not be liable for the deletion, correction, destruction, damage, loss or failure to store Customer Data unless such deletion, correction, destruction, damage, loss or failure is wholly attributable to the negligence of Dovico, its agents or employees.
8.6 Within thirty (30) days after termination or expiry of this Agreement, Dovico will upon request provide the Customer with a file of Customer Data. The Customer agrees that after expiry of such period Dovico shall have no obligation to retain any Customer Data.
9.1 Customers may enable Applications using one or more secret keys (“Tokens”) provided within the Services to access and modify Customer Data. Customers are responsible for maintaining the confidentiality and restricting the distribution of Tokens.
9.2 The Customer acknowledges that, by disclosing its Token to any person or by using its Token to enable any Application, that person or Application may be able to access and disclose, modify, transfer or delete Customer Data. Accordingly, the Customer understands and agrees that: (a) by disclosing its Token as stated above, it authorizes Dovico to grant to such person or Application access to Customer Data via the API; (b) the Customer is responsible for establishing and enforcing its rights with respect to Customer Data with such person or Developer of such Application; (c) Dovico shall not be liable for any disclosure, modification, transfer or deletion of Customer Data resulting from Customer's or Users’ use or disclosure of a Token, including without limitation access by Developers or the use of any Application, unless expressly provided otherwise by Dovico; (d) the API allows for bulk operations to Customer Data that may not be reversible, and Customers are responsible for any unintended operations on their Data; and (e) the Services allow Customers to disable access to Customer Data via the API.
9.3 Customer shall not in any Application or use of the API: (a) access or attempt to access any Customer Data that is not authorized within the Token; (b) circumvent the technical limits within the API; (c) circumvent the provisions of Section 6.1 or any licensing provisions; or (d) create extraordinary loads on the Services; (e) communicate any text or other material which may tend to disparage Dovico or the Services; or (f) use any Dovico trademark or logo to indicate endorsement of or affiliation with any Application without obtaining the prior written consent of Dovico.
9.4 Dovico may at its discretion impose or adjust the limits on the Customer’s use of the API, or terminate the Customer’s use of the API.
10.1 Dovico warrants that: (a) the Services will conform substantially to the description of them contained in the Documentation; (b) it has the right to license the Services; (c) the Services will be provided with reasonable skill and care; (d) the Services will not infringe the Intellectual Property Rights of a third party in any jurisdiction; and (e) it is not prohibited from providing the Services by any statutory or other rules or regulations in any relevant jurisdiction. These warranties shall not: (i) cover deficiencies or damages relating to any third party components not furnished by Dovico; or (ii) any third party provided connectivity necessary for the provision or use of the Services.
10.2 If during the Term a Customer notifies Dovico that a Service does not meet the above warranty, Dovico will, at its option, either: (a) terminate the Service and return the amount paid for the Service prorated for the unexpired portion of the Term; or (b) update such Service to make it conform. These are Customer’s only remedies for breach of warranty unless other remedies are required to be provided under applicable law.
10.3 The Services display and use foreign exchange data (“Forex Data”) that is provided by Oanda Inc. Notwithstanding Section 10.1, neither Dovico nor Oanda Inc. warrants the timeliness, sequence, accuracy or completeness of the Forex Data and the Customer acknowledges that Forex Data are provided “as is” without warranty of any kind.
10.4. Except as expressly stated in this Agreement, all warranties and conditions, whether express or implied by statute, common law or otherwise (including but not limited to satisfactory quality and fitness for purpose), are hereby excluded to the fullest extent permitted by law. No warranty is made regarding the results of usage of the Services or that the functionality of the Services will meet the requirements of the Customer or that the Services will operate uninterrupted or error free. This Section 10.4 shall survive the termination of this Agreement.
11.1 The Customer will indemnify, defend, and hold harmless Dovico, its affiliates, subsidiaries, suppliers or agents from and against all liabilities, damages, costs and expenses (including settlement costs and reasonable legal costs) arising out of any claim by a third party against Dovico and its affiliates, subsidiaries, suppliers or agents regarding: (a) Customer Data; (b) Customer's use of the Services in breach of this Agreement; (c) Users' use of the Services in breach of this Agreement; or (d) the processing of Personal Data on behalf of, and in accordance with the instructions of the Customer.
11.2 Dovico will indemnify, defend, and hold harmless the Customer from and against all liabilities, damages, costs and expenses (including settlement costs and reasonable legal costs) arising out of any claim by a third party against Customer that use of Dovico’s technology to provide the Services infringes the third party’s Intellectual Property Rights. In no event will Dovico have any obligations or liability under this Section 11.2 arising from: (a) use of any Services in a modified form or in combination with materials not furnished by Dovico; and (b) any content, information, or data provided by the Customer, Users, or other third parties.
11.3 If Dovico believes the Services infringe or may be alleged to infringe a third party's Intellectual Property Rights, then Dovico may: (a) obtain the right for the Customer, at Dovico's expense, to continue using the Services; (b) provide a non-infringing functionally equivalent replacement; or (c) modify the Services so that they no longer infringe. If Dovico does not believe the options described in this section are commercially reasonable then Dovico may suspend or terminate Customer's use of the affected Services (with a pro-rata refund of prepaid fees for the Services).
11.4 The party seeking indemnification will promptly notify the other party of the claim and cooperate with the other party in defending the claim. The indemnifying party will have full control and authority over the defence, except that: (a) any settlement requiring the party seeking indemnification to admit liability requires prior written consent of the indemnifying party, not to be unreasonably withheld or delayed and (b) the other party may join in the defence with its own counsel at its own expense. The indemnities above are each party’s only remedy under this Agreement for any breach by the other party of a third party’s Intellectual Property Rights.
12.1 Subject to Section 12.3, the aggregate liability of each party to the other (whether in contract, tort or otherwise) arising under or in connection with this Agreement is limited to the amount paid under this Agreement (excluding taxes) for the Services provided during the twelve (12) month period prior to the date on which the cause of action arose.
12.2 In no event shall either party be liable to the other whether arising under this Agreement or in tort (including negligence or breach of statutory duty), misrepresentation or however arising, for any: (a) consequential loss; (b) pure economic loss; (c) losses incurred by any client of the Customer or other third party; (d) loss of profits (whether categorised as direct or indirect loss); (e) losses arising from business interruption; (f) loss of business revenue, goodwill or anticipated savings; (g) losses whether or not occurring in the normal course of business, wasted management or staff time; and (h) loss or corruption of data; even if a party knew that such losses were possible or were reasonably foreseeable.
12.3 The limits on liability set out above in this Section 12 (Limitation of Liability) apply to the fullest extent permitted by applicable law, but do not apply to: (a) fraud, death or personal injury caused by any negligent act or omission or wilful misconduct of Dovico in connection with the provision of the Services; (b) any indemnities given under Section 11 (Indemnities); or (c) a breach of the other party’s Intellectual Property Rights.
12.4 Each party acknowledges and agrees that in entering into this Agreement, each party had recourse to its own skill and judgement and has not relied on any representations made by the other party, or any employees or agents of the other party.
13.1 Confidential Information shall not include information already known or subsequently received by a party (“Recipient”) without obligation of confidentiality, information which becomes publicly known through no wrongful act of Recipient and information independently developed by Recipient.
13.2 Recipient agrees that it will use all Confidential Information solely to fulfil its obligations under this Agreement, and for no other purpose, and that it will hold all Confidential Information in the strictest confidence. To that end, Recipient will keep all Confidential Information in a secure place; take all necessary measures to prevent unauthorized access, use, reproduction or disclosure thereof; and limit access to the Confidential Information only to individuals on a need-to-know basis.
13.3 In the event that any Confidential Information is required to be disclosed by Recipient pursuant to subpoena or court order, Recipient will take all reasonable steps to give the party who disclosed the Confidential Information (“Disclosing Party”) sufficient prior notice to enable it to attempt to avoid such disclosure (if Disclosing Party so decides), where lawfully permitted to do so and will use all reasonable efforts to cooperate with the Disclosing Party in such attempt and, if disclosure is required, will furnish only such portion of the Confidential Information as, in the written opinion of counsel satisfactory to the Disclosing Party, it is legally compelled to disclose.
14.1 Dovico may give notices in connection with this Agreement by means of electronic mail to the Customer’s e-mail address on record in Dovico's account information or by registered post or courier to the Customer’s address on record in Dovico's account information. Notices in connection with changes in the Services and policies shall be posted online within the Services. Notices shall be deemed to have been given when received by the Customer.
14.2 The Customer may give notices in connection with termination or modification of the Services ordered under any Order Form via e-mail to the Customer’s Dovico customer service contact. All other notices to Dovico required by this Agreement shall be sent by electronic mail to firstname.lastname@example.org or by registered post or courier to Dovico at the following address: Dovico, 91 John Street, Moncton, New Brunswick, Canada E1C 2H3 addressed for the attention of: Chief Financial Officer. Notices shall be deemed given when received by Dovico.
15.1 Dovico may change the Services or its policies relating to the Services by giving Customer appropriate notice of such changes, which notice may be provided by email to Customer’s email address of record with Dovico or by posting in the Services.
15.2 Dovico may from time to time place limits on use of the Services, for example, the format and size of document attachments uploaded to the Services, the number of days the Services will retain any content that Dovico, the Customer or its Users store on the Services, the maximum storage space on Dovico’s servers available to the Customer, or the number and type of reports the Customer can generate through the Services.
15.3 Dovico may amend this Agreement by giving Customer thirty (30) days’ prior notice of the amendment, which notice may be provided by e-mail to Customer’s email address of record with Dovico or by posting in the Services.
16.1 This Agreement may not be assigned by either party without the prior written approval of the other party but may be assigned without consent to: (a) a parent or subsidiary of either party; (b) an acquirer of assets of either party; or (c) a successor by merger to either party. Any purported assignment in breach of this section shall be null and void.
16.2 This Agreement shall be governed by the laws of New Brunswick, Canada. The 1980 United Nations Convention on Contracts for the International Sale of Goods and its related instruments will not apply to this Agreement.
16.3 The courts of New Brunswick, Canada shall have exclusive jurisdiction for the settlement of all disputes arising under this Agreement. However, this choice of jurisdiction does not prevent either party from seeking injunctive relief with respect to a breach of any Intellectual Property Rights or confidentiality obligations in any appropriate jurisdiction.
16.4 If a court holds any provision of this Agreement to be illegal, invalid or unenforceable, the rest of the document will remain in effect and this Agreement will be amended to give effect to the eliminated provision to the maximum extent possible.
16.5 A waiver of any breach of this Agreement is not a waiver of any other breach. Any waiver must be in writing and signed by an authorized representative of the waiving party.
16.6 This Agreement constitutes the entire agreement and understanding between the parties and supersedes any prior or contemporaneous agreements, representations, negotiations and discussions between the parties concerning the subject matter hereof. All order forms, terms and conditions or any other documents provided by the Customer are specifically excluded from and do not form part of the terms of the Agreement.
16.8 Neither party will be liable for any breach of this Agreement due to Force Majeure. However, this section will not apply to Customer’s payment obligations under this Agreement. As soon as practicable after an event of Force Majeure arises, the party affected by Force Majeure must notify the other party of the extent to which the notifying party is unable to perform its obligations under this Agreement.
16.9 Dovico and the Customer are independent contractors and nothing in this Agreement will be construed as creating an employer-employee relationship.
16.10 This Agreement shall not confer any rights or remedies upon any person other than the parties and their respective successors and permitted assigns.
Questions regarding this Agreement may be directed to Dovico by electronic mail to email@example.com or by regular mail addressed to:
Dovico Software Inc.
91 John St
Moncton, NB, Canada