Business Terms

Thank you for choosing Dot Corp!

These Business Terms are an agreement between Dot Corp. ("Dot Corp"), and you (“Customer”) that governs your use of our APIs, SuperSense Enterprise, SuperSense Team, and other services for businesses and developers. Use of our services for individuals, such as Supersense, are governed by our Terms of Use.

By signing up to use the Services, you agree to be bound by these Business Terms. You represent to us that you are lawfully able to enter into contracts, and if you are entering into these Business Terms for an entity, that you have legal authority to bind that entity. These Business Terms also refer to and incorporate our Service Terms, Sharing & Publication Policy, Usage Policies, and any other guidelines or policies we may provide in writing (the “Dot Corp Policies”) and any ordering document signed by you and Dot Corp or Dot Corp webpage that you use to purchase the Services (an “Order Form”) (collectively, the “Agreement”).

1. Services

1.1 Use of Services: We grant you a non-exclusive right to access and use the Services during the Term. This includes the right to use Dot Corp’s application programming interfaces (“APIs”) to integrate the Services into your applications, products, or services (each a “Customer Application”) and to make Customer Applications available to End Users. “Services” means any services for businesses and developers we make available for purchase or use, along with any of our associated software, tools, developer services, documentation, and websites, but excluding any Third Party Offering.

1.2 Third-Party Offering: Third parties may offer products, services, or content through the Services. If you elect, in your sole discretion, to access or use a Third Party Offering, your access and use of the Third Party Offering is subject to this Agreement and any additional terms applicable to the Third Party Offering.

1.3 Responsibilities for Your Account: You must provide accurate and up-to-date account information. You are responsible for all activities that occur under your account, including the activities of any end user (each, an “End User”) who is provisioned with an account under your account or accesses the Services through your Customer Application. You may not make account access credentials available to third parties, share individual login credentials between multiple users on an account, or resell or lease access to your account.

2. Restrictions

We own all right, title, and interest in and to the Services. You are granted rights only as explicitly stated in this Agreement. You will not, and will not permit End Users to:

3. Content

3.1 Customer Content: You and End Users may provide input to the Services (“Input”), and receive output from the Services based on the Input (“Output”). We call Input and Output together “Customer Content.” As between you and Dot Corp, and to the extent permitted by applicable law, you (a) retain all ownership rights in Input and (b) own all Output. We hereby assign to you all our right, title, and interest, if any, in and to Output.

3.2 Our Obligations for Customer Content. We will process and store Customer Content in accordance with our Enterprise privacy commitments. We will only use Customer Content as necessary to provide you with the Services, comply with applicable law, and enforce Dot Corp
Policies. We will not use Customer Content to develop or improve the Services.

3.3 Your Obligations for Customer Content: You are responsible for all Input and represent and warrant that you have all rights, licenses, and permissions required to provide Input to the Services. You are solely responsible for all use of the Outputs and evaluating the Output for accuracy and appropriateness for your use case, including by utilizing human review as appropriate.

3.4 Similarity of Output: You acknowledge that due to the nature of our Services and artificial
intelligence generally, Output may not be unique and other users may receive similar content from our services. Responses that are requested by and generated for other users are not considered your Output. Our assignment of Output  above does not extend to other users’ output or any content delivered as part of a Third Party Offering.

4. Confidentiality

4.1 Use and Nondisclosure: “Confidential Information” means any business, technical or financial
information, materials, or other subject matter disclosed by one party (“Discloser”) to the other party (“Recipient”) that is identified as confidential at the time of disclosure or should be reasonably
understood by Recipient to be confidential under the circumstances. For the avoidance of doubt, Confidential Information includes Customer Content. Recipient agrees it will: (a) only use Discloser's Confidential Information to exercise its rights and fulfill its obligations under this Agreement, (b) take reasonable measures to protect the Confidential Information, and (c) not disclose the Confidential Information to any third party except as expressly permitted in this Agreement.

4.2 Exceptions: The obligations in Section 4.1 do not apply to any information that (a) is or becomes generally available to the public through no fault of Recipient, (b) was in Recipient’s possession or known by it prior to receipt from Discloser, (c) was rightfully disclosed to Recipient
without restriction by a third party, or (d) was independently developed without use of Discloser’s Confidential Information. Recipient may disclose Confidential Information only to its employees, contractors, and agents who have a need to know and who are bound by confidentiality obligations at least as restrictive as those of this Agreement. Recipient will be responsible for any breach of this Section 4 by its employees, contractors, and agents. Recipient may disclose Confidential Information to the extent required by law, provided that Recipient uses reasonable efforts to notify Discloser in advance.

5. Security

We will maintain an information security program designed to protect the security, confidentiality, and integrity of your data processed by the Services.

6. Privacy

6.1 Personal Data: If you use the Services to process personal data, you must (a) provide legally adequate privacy notices and obtain necessary consents for the processing of personal data by the Services, (b) process personal data in accordance with applicable law, and (c) if processing “personal data” or “Personal Information” as defined under applicable data protection laws, acquire and execute our Data Processing Addendum by mailing us at legal@dotcorp.com.

6.2 HIPAA: You agree not to use the Services to create, receive, maintain, transmit, or otherwise process any information that includes or constitutes “Protected Health Information”, as defined under the HIPAA Privacy Rule (45 C.F.R. Section 160.103), unless you have signed a Healthcare Addendum and Business Associate Agreement (together, the “Healthcare Addendum”) with us prior to creating, receiving, maintaining, transmitting, or otherwise processing this information.

7. Payment; Taxes

7.1 Fees and Billing: You agree to pay all fees charged to your account (“Fees”) according to the prices and terms on the Pricing Page, or as otherwise stated in an Order Form. Price changes on the Pricing Page will be effective immediately for all price decreases or changes made for legal reasons. All other price changes will be effective 14 days after they are posted. We have the right to correct pricing errors or mistakes even after issuing an invoice or receiving payment. You authorize us and our third-party payment processor(s) to charge the payment method provided on your account on an agreed-upon periodic basis, but we may reasonably change the date on which the charge is posted. Fees are payable in U.S. dollars and are due upon invoice issuance, unless otherwise agreed in an Order Form. Payments are nonrefundable except as provided in this Agreement.

7.2 Service Credits: You may need to prepay for Services through the purchase of credits
(“Service Credits”).

7.3 Taxes: Fees are exclusive of taxes, which we will charge as required by applicable law in connection with the Services. We will use the name and address in your account as the place of supply for tax purposes.

7.4 Disputes and Late Payments: To dispute an invoice, you must contact support@dotcorp.com
within thirty (30) days of issuance. Overdue undisputed amounts may be subject to a finance charge of 1.5% of the unpaid balance per month, and we may suspend the Services immediately after providing written notice of late payment.

8. Term; Termination

8.1 Term: The term of this Agreement will commence upon the earlier of your online acceptance of these Business Terms, the Effective Date of an Order Form, or the date you first use the Services, and will remain in effect until terminated pursuant to this Section 8 (“Term”). If you purchase a subscription to the Services, the subscription term will automatically renew for successive periods unless either of us gives the other notice of its intent not to renew. That notice must be given at
least thirty days before the start of the next renewal period.

8.2 Termination: Unless you purchase Services for a committed duration, you may terminate this Agreement at any time by deleting your account. Both you and Dot Corp may terminate this Agreement upon written notice (a) if the other party materially breaches this Agreement and does not cure the breach within thirty (30) days after receiving written notice of the breach or (b) if the other party ceases its business operations or becomes subject to insolvency proceedings. We may suspend your or any End User’s access to the Services or terminate this Agreement or any Order Form: (i) if required to do so by law; (ii) to prevent a security risk or other credible risk of harm or liability to us, the Services, or any third party; or (iii) for repeated or material violations of the Dot Corp Policies. We will use reasonable efforts to notify you of any suspension or termination and give you the opportunity to resolve the issue prior to suspension or termination.

8.3 Effect of Termination: Termination or expiration will not affect any rights or obligations,
including the payment of amounts due, which have accrued under this Agreement up to the date of termination or expiration. Upon termination or expiration of this Agreement, the provisions that are intended by their nature to survive termination will survive and continue in full force and effect in accordance with their terms, including confidentiality obligations, limitations of liability, and disclaimers. Upon termination of this Agreement, we will delete all Customer Content
from our systems within 30 days, unless we are legally required to retain it.

9. Warranties; Disclaimer

9.1 Warranties: We warrant that, during the Term, when used in accordance with this Agreement, the Services will conform in all material respects with the documentation we provide to you or otherwise make publicly available.

9.2 Disclaimer. Except for the warranties in this Section 9, the Services are provided “as is”
and we and our affiliates and licensors hereby disclaim all warranties, express or implied, including all implied warranties of merchantability, fitness for a particular purpose and title,
noninfringement, or quiet enjoyment, and any warranties arising out of course of dealing or trade usage. Despite anything to the contrary, we make no representations or warranties (a) that use of the Services will be uninterrupted, error free, or secure, (b) that defects will be
corrected, (c) that Customer Content will be accurate, or (d) with respect to Third Party Offerings.

10. Indemnification

10.1 By Dot Corp

We agree to defend and indemnify you against any third-party claims that the Services infringe a third party's intellectual property rights, with damages that are finally awarded by a court of competent jurisdiction or agreed to in a settlement. This indemnity covers our Services. It excludes:

Should we believe that our Services are likely to become the subject of an infringement claim, we will:

You must follow any reasonable instructions we provide in relation to the above measures, including instructions to replace or cease use of affected Services.

10.2 By Customer

You agree to indemnify, defend, and hold Dot Corp and its affiliates, licensors, and service providers harmless against any liabilities, damages, costs, and expenses (including reasonable attorneys’ fees) related to third-party claims arising from:

10.3 Indemnification Procedures

A party seeking indemnity must promptly notify the indemnifying party in writing upon becoming aware of a claim and provide reasonable cooperation in the defense and investigation of such claim. The indemnifying party will have sole control over the defense and settlement of the claim, although the indemnified party may participate in its defense at its own expense. The indemnifying party will not settle any claim without the indemnified party's prior written consent, which shall not be unreasonably withheld, except where the settlement unconditionally releases the indemnified party of all liability.

Settlements that require an admission of guilt or liability by the indemnified party or that impose any obligation upon them require their prior explicit written consent.

Exclusive Remedies

The remedies outlined in this Section 10 are the sole and exclusive remedies available to you for any third-party claims regarding intellectual property infringement related to the Services or Customer Content provided by Dot Corp.

11. Limitation of Liability

11.1 Limitations on Indirect Damages

Except as otherwise explicitly provided in this Agreement, neither Dot Corp nor the Customer, nor any of their respective affiliates or licensors, shall be liable for any indirect, punitive, incidental, special, consequential, or exemplary damages, including but not limited to damages for lost profits, goodwill, use, data or other intangible losses, that may arise under this Agreement. The following are exceptions where such limitations will not apply:

These limitations shall apply even if the party has been advised of the possibility of such damages and notwithstanding the failure of any agreed or other remedy of its essential purpose.

11.2 Liability Cap

The total liability of each party under this Agreement for all claims shall be limited to the total amount you have paid Dot Corp under this Agreement in the twelve (12) months preceding the claim. This cap will apply regardless of the form or source of claim or loss, whether the claim or loss was foreseeable, and whether a party has been advised of the possibility of the claim or loss.

The limitations set forth in this section:

These limitations and caps on liability represent the agreement of the parties regarding the allocation of the risk between them and will apply even if the remedies provided for in this Agreement, or any limited remedy under this Agreement, fails of its essential purpose.

13. Dispute Resolution

YOU AGREE TO THE FOLLOWING MANDATORY ARBITRATION AND CLASS ACTION WAIVER PROVISIONS:

13.1 Mandatory Arbitration

You and Dot Corp agree to resolve any disputes arising out of or related to this Agreement or our Services, regardless of when the claim arose, through final and binding arbitration. This agreement to arbitrate is intended to be broadly interpreted and includes, but is not limited to, all claims and disputes relating to your use of any aspect of our Services.

13.2 Informal Dispute Resolution

Prior to initiating any arbitration, both parties agree to attempt to resolve any dispute informally. For this purpose, the party initiating the dispute will contact the other with a written description of the facts and the legal basis of the claim allowing the other party 30 days to respond. If we are unable to resolve the dispute within 60 days from the notice date, either party may proceed to arbitration. The period for informal dispute resolution shall be tolled while we attempt to resolve the dispute in good faith.

13.3 Arbitration Forum

Arbitration shall be initiated through an established alternative dispute resolution ("ADR") provider mutually agreed upon by the parties. The ADR provider and the parties must comply with the following rules:

13.4 Arbitration Procedures

The arbitration will be conducted in accordance with the prevailing consumer arbitration rules of the ADR provider. The arbitration may be conducted in person, through the submission of documents, by phone, or online. The arbitrator will make a decision in writing but need not provide a statement of reasons unless requested by either party.

13.5 Exceptions

The following types of disputes are not required to be arbitrated under this Agreement:

13.6 Prohibition of Class Actions and Non-Individualized Relief

You acknowledge and agree that you and Dot Corp are each waiving the right to participate as a plaintiff or class member in any purported class action lawsuit, class-wide arbitration, private attorney general action, or any other representative proceeding. Further, unless both you and Dot Corp otherwise agree in writing, the arbitrator may not consolidate more than one person's claims and may not otherwise preside over any form of any class or representative proceeding.

13.7 Severability

If any part of this arbitration agreement is deemed to be invalid, unenforceable, or illegal, or otherwise conflicts with the rules and procedures established by the ADR provider, then the balance of this arbitration agreement shall remain in effect and shall be construed in accordance with its terms as if the invalid, unenforceable, illegal or conflicting provision were not contained herein.

13.8 Modification of Arbitration Clause

Notwithstanding any provision in this Agreement to the contrary, we agree that if Dot Corp makes any future material change to this dispute resolution provision, it will not apply to any individual claim(s) of which you had already provided notice to Dot Corp.

14. Modifications to Business Terms and Dot Corp Policies

14.1 Updates

Dot Corp reserves the right to update these Business Terms or any related policies at any time. We will notify you of these changes by posting the updated terms on our website or by direct communication such as email. If we determine in our sole discretion that the update materially affects your rights or obligations, we will provide at least 30 days' notice before these changes take effect. For updates necessary to comply with legal requirements, we will provide as much notice as possible. Updates become effective on the date we post them, and your continued use of the Services after an update signifies your agreement to the new terms. If you disagree with the updated terms, you have the option to discontinue using the Services or terminate the Agreement as outlined in Section 8.2 (Termination).

14.2 Exceptions to Updates

Unless the updates are required to comply with legal obligations:

15. Miscellaneous

15.1 Headings

The headings used in these Business Terms are for convenience only and do not affect the interpretation of the actual provisions.

15.2 Feedback

When you provide feedback about our Services ("Feedback"), you grant Dot Corp an unrestricted, perpetual right to use, reproduce, modify, and distribute the Feedback in any manner, without compensation to you, under all intellectual property rights.

15.3 Publicity

You are permitted to use the Dot Corp name and trademarks in accordance with our Brand Guidelines to accurately describe or promote your use of the Services. Dot Corp will not use your name, trademarks, or service marks without obtaining your prior written consent.

15.4 U.S. Federal Agency Entities

The Services are "Commercial Items" as defined in 48 C.F.R. §2.101, consisting of "Commercial Computer Software" and "Commercial Computer Software Documentation," and are provided to the U.S. Government only as commercial end items.

15.5 Entire Agreement

This Agreement constitutes the entire agreement between you and Dot Corp regarding the subject matter hereof and supersedes all prior agreements and understandings, both written and oral. Any additional or different terms in any purchase order or other communication from you are void.

15.6 Relationship of the Parties

The relationship between you and Dot Corp is that of independent contractors, and nothing in this Agreement is intended to, or shall be construed to, create a partnership, agency, joint venture, employment, or similar relationship between us.

15.7 No Third Party Beneficiaries

This Agreement is for the benefit of, and shall be enforceable only by, Dot Corp and you. It is not intended to confer any enforceable rights on any third parties.

15.8 Force Majeure

Neither party shall be liable for any failure or delay in performance under this Agreement due to causes beyond its reasonable control, including but not limited to acts of God, war, terrorism, natural disasters, government restrictions, or power failures. This clause does not excuse either party's obligation to take reasonable steps to follow its normal disaster recovery procedures or your obligation to pay for the Services.

15.9 Assignment

You may not assign this Agreement without the prior written approval of Dot Corp, except that either party may assign this Agreement to a successor in the event of a merger, acquisition, or sale of all or substantially all of its assets related to this Agreement. Any attempted assignment in violation of this clause shall be void.

15.10 Notices

Notices under this Agreement must be sent in writing by email, courier, or registered mail to Dot Corp, 25 Storey Avenue, Unit 8, Newburyport, MA 01950. Attn: Legal Department. Notices will be deemed given when received.

15.11 Severability

If any provision of this Agreement is found to be unenforceable or invalid, that provision will be limited or eliminated to the minimum extent necessary so that this Agreement otherwise remains in full force and effect and enforceable.