Terms of Service (TOS)

TERMS OF SERVICE (TOS)

Last Updated: December 1st, 2025

This Terms of Service (“Agreement”) is entered into between Valstone Corporation, Inc. DBA Documoto, a Delaware corporation (“DOCUMOTO”) and the entity specified as the “Company” on the signature page of this Agreement (“COMPANY” or “You”, “Your” or “Subscriber”).

DOCUMOTO and COMPANY have entered into (or will enter into) one or more Quotes (as defined below) relating to the Services (each as defined below).

This Agreement sets forth the terms and conditions under which DOCUMOTO is willing to provide COMPANY with a limited, non-exclusive, non-transferable right to access and use the Services for COMPANY’s own internal business purposes as set forth in the initial Quote and any other Quotes entered into by DOCUMOTO and COMPANY under this Agreement.

The parties, by their authorized representatives, have entered into and agreed to be legally bound by this Agreement as of the Effective Date.

1.    DEFINITIONS.  

1.1.    “Customer Data” means any data, materials, content, or information you submit to or through the Services, including but not limited to parts catalogs, PDFs, files, text, graphics, images, and other files.

1.2.    “Services” refers to Documoto's web application, APIs, widgets, and related offerings.

1.3.    “Professional Services” refers to Services provided by DOCUMOTO that are outside the scope of standard Services. These may include, but are not limited to, implementation, configuration, customization, data migration, training, consultation, and other specialized support or project-based work. Professional Services are typically detailed in a separate Statement of Work (SOW) and/or a Quote and are subject to additional fees as specified in the applicable Quote or SOW.

1.4.    “Widgets” refers to interactive, embeddable components provided by DOCUMOTO that allow COMPANY to display, access, and interact with data and content from the DOCUMOTO Web Application or Software within external platforms, such as websites, eCommerce portals, or service management systems.

1.5.    “Subscription” refers to the term in which you have signed a Quote to subscribe to the Services.  

1.6.    “Quote” means the quotation attached to this Agreement and any additional quotations relating to the Services and / or Professional Services entered into by the parties under this Agreement.  

1.7.    “Specifications” means all applicable specifications for the Web Application and Software available at support.documoto.com.  

1.8.    “Support” means the support services for the Services and any additional support services purchased by COMPANY under a Quote entered into by the parties under this Agreement.  

2.    ACCESS TO THE WEB APPLICATION SERVICES.  

2.1.    You are granted access to DOCUMOTO’s web-based Services under this Agreement, subject to compliance with all terms herein.

2.2.    DOCUMOTO reserves the right to monitor and manage Service performance to ensure availability and proper use.

3.    ACCEPTABLE USE AND RESTRICTIONS

3.1.    By accessing or using DOCUMOTO’s Services, you agree to comply with this Agreement and all applicable laws. If you do not agree, you may not use the Services. 

3.2.    You hereby grant DOCUMOTO and its affiliates a worldwide, perpetual, irrevocable, non-exclusive, royalty-free, fully-paid, sublicensable and transferable license to use, copy, store, transmit, modify, create derivative works from, distribute, perform, display, analyze and otherwise exploit Customer Data to: (i) provide, maintain, enhance, and improve the Services; (ii) develop new features, products, and capabilities; (iii) conduct analytics and create aggregated data; (iv) prevent fraud and abuse; and (v) for any other business purposes in DOCUMOTO's sole discretion. You represent and warrant that you have all rights necessary to grant these rights and licenses. This license survives any termination or expiration of this Agreement.

3.3.    You may use the Services only for your internal business purposes and as outlined in the applicable Quote, subject to any usage limitations or restrictions specified therein. Any use beyond the scope of the applicable Quote, including exceeding user limits, storage capacity, or other metrics, will result in additional charges at DOCUMOTO's then-current rates. Unauthorized use, including reselling or sublicensing, is prohibited.

3.3.1.    “Reselling” includes offering access to the Services as part of a paid or unpaid third-party product or platform.

3.3.2.    “Sublicensing” includes granting use of the Services to affiliates, partners, or customers outside of COMPANY’s internal business operations.

3.3.3.    Permissible access may include internal users and authorized external users (such as dealers or contractors) as outlined in the applicable Quote, but does not extend to general commercial redistribution of the Services.

3.4.    Security Responsibilities

3.4.1.    You are responsible for safeguarding your login credentials and access points to the Services.

3.4.2.    You must notify DOCUMOTO immediately if you suspect unauthorized access or a security breach.

3.5.    Prohibited Activities - You shall not, and will not permit any third party to:  
3.5.1.    Use the Documoto Services, or any the information provided by or through DOCUMOTO, for a competitive evaluation or application, directly or indirectly, for the benefit of another party.

3.5.2.    Modify, revise, adapt or create derivative works based on the DOCUMOTO Services.

3.5.3.    Reverse-engineer, decompile, or attempt to extract source code from DOCUMOTO Services.

3.5.4.    Use the Services for the benefit of any third party or make the Services available to any third party, whether through a hosting, sublicense, lease, rental, loan, or other arrangement.

3.5.5.    Sell, convey, assign, pledge, or otherwise transfer or in any way encumber this Agreement or any right to access or use the Services.

3.5.6.    Circumvent or overcome (or attempt to circumvent or overcome) any technological protection measures intended to restrict access to any portion of the Services.

3.5.7.    Use the Services to engage in illegal or harmful activities, including unauthorized access to other systems.

3.5.8.    Interfere with the integrity or performance of DOCUMOTO Services (e.g., through excessive requests, web-crawling or automated scripts).

3.6.    Compliance and Monitoring

3.6.1.    DOCUMOTO may terminate your access to the Services if you violate these terms or any applicable law.

3.6.2.    Upon termination, you must discontinue all access and delete any data obtained through DOCUMOTO Services.

3.7.    Widget-Specific Terms

3.7.1.    COMPANY is authorized to embed and use DOCUMOTO Widgets solely in accordance with this Agreement. Unauthorized modification, distribution, or reverse-engineering of Widgets is prohibited.

  3.7.1.1.    To the extent you and your users are permitted to access or use data through DOCUMOTO Widgets, you will use commercially reasonable efforts to maintain appropriate administrative, organizational, technical and physical controls to protect the privacy, security, and confidentiality of data accessed through the Widgets. While you are responsible for implementing security measures within your Widget implementation environment, DOCUMOTO will not be liable for any security incidents that arise from inherent Widget functionality or design limitations. Each party shall be responsible only for their respective areas of control and access.

3.7.2.    COMPANY is responsible for implementing and maintaining appropriate security measures for any embedded Widgets, including managing user access, permissions, and data protection. COMPANY must ensure that users with access to Widgets adhere to security best practices and prevent unauthorized access, data breaches, or misuse. DOCUMOTO is not liable for any security incidents or vulnerabilities arising from COMPANY’s failure to secure its environment, users, or systems where Widgets are embedded. COMPANY agrees to promptly notify DOCUMOTO of any suspected or confirmed security breaches involving Widgets and cooperate in any necessary investigation or resolution.

3.7.3.    DOCUMOTO may monitor your use of Widgets to ensure compliance with this Agreement and improve service quality.

3.7.4.    DOCUMOTO retains ownership of all rights, title, and interest in Widgets, including related intellectual property. COMPANY may not remove or obscure copyright or trademark notices associated with Widget Services.

3.7.5.    DOCUMOTO reserves the right to update Widgets, with reasonable notice provided for significant backward-incompatible changes.

3.7.6.    Upon termination of access to Widgets, COMPANY must cease use and remove all instances of the Widgets from its systems.

3.8.    AI FEATURES

3.8.1.     “AI Features” means any capabilities powered by machine learning, natural language processing, generative AI, or similar technologies that enable autonomous or predictive outputs beyond basic rule-based automations.

3.8.2.    COMPANY acknowledges and agrees to the integration of AI Features into the Services and consents to their use as necessary to provide functionality.

3.8.3.    COMPANY retains ownership of input data submitted into AI Features (“Customer Inputs”), subject to DOCUMOTO's right to use, modify, and create derivative works from such inputs to provide, improve and develop its Services and AI Features. DOCUMOTO may use Customer Inputs in de-identified, aggregated form for any business purpose.

3.8.4.    AI Features are provided “as-is” and without any warranties of any kind, whether express or implied, and are inherently probabilistic. COMPANY acknowledges that AI technology is evolving and experimental, and that outputs may be incomplete, inaccurate, or unsuitable for any particular purpose. DOCUMOTO expressly disclaims all warranties related to AI Features, including accuracy, reliability, or fitness for a particular purpose. COMPANY assumes all risks associated with use of AI Features and is solely responsible for any decisions or actions taken based on AI Outputs. In no event shall DOCUMOTO be liable for any damages arising from use of or reliance on AI Features.

3.8.5.    AI Features must not be used to process confidential or regulated data (e.g., personal health records, financial data) unless explicitly approved by DOCUMOTO. COMPANY must ensure appropriate risk assessments are conducted.

3.8.6.    DOCUMOTO’s liability related to AI Features is subject to the overall limits of liability in this Agreement. AI Features are not warranted to be error-free, complete, or suitable for any particular purpose.

4.    FEES AND PAYMENT, AND TAXES.  

4.1.    Fees

4.1.1.    Fees for Services and Profesional Services are specified in the applicable Quote(s). Unless otherwise agreed, all fees are non-refundable.

4.1.2.    Fees may include charges for storage, additional Services, or feature upgrades exceeding the subscription limits specified in the Quote.

4.1.3.    Professional Services must be scheduled and completed within 12 months from the date of initiation or acceptance of the Quote. If the Professional Services are placed on hold by COMPANY for any reason and remain inactive for six (6) consecutive months, DOCUMOTO reserves the right to consider the Professional Services expired. In such cases, any fees paid for the Professional Services are non-refundable.

4.2.    Payment Terms

4.2.1.    Payments are due according to the schedule specified in the applicable Quote or invoice.

4.2.2.    Late payments shall incur interest at the rate of 1.5% per month (or the highest rate permitted by law) on the overdue amount until paid in full, plus all reasonable costs of collection including attorney's fees.

4.2.3.    DOCUMOTO may suspend or terminate access to Services immediately and without further notice if payment is not received within 30 days after the due date, and may assess a late payment fee of 1.5% per month on any overdue amounts. Such suspension or termination shall not relieve COMPANY of its payment obligations under this Agreement, including payment of all fees for the remainder of the then-current subscription term. COMPANY shall also be responsible for all costs of collection, including reasonable attorneys' fees.

4.3.    Taxes

4.3.1.    All fees exclude applicable taxes. COMPANY is responsible for paying any taxes, duties, or other government-imposed fees related to the Services.

4.3.2.    If required by law, DOCUMOTO will collect and remit taxes on COMPANY’s behalf. Any applicable taxes will be itemized on the invoice.

4.3.3.    COMPANY agrees to provide documentation (e.g., a valid tax exemption certificate) if claiming exemption from taxes.

5.    TERM AND TERMINATION.  

5.1.    Term

5.1.1.    This Agreement begins on the Effective Date and continues for the term specified in the applicable Quote unless terminated earlier in accordance with this section.

5.1.2.    The term for Services provided under a Quote is binding and cannot be terminated by COMPANY before the Quote’s expiration for any reason, including convenience, unless otherwise expressly allowed within the Quote itself. All fees for the entire term of the Quote shall be due and payable regardless of early termination, except where expressly stated otherwise in the Quote.

5.2.    Termination by COMPANY

5.2.1.    COMPANY may terminate this Agreement upon the expiration of all active Quotes by providing written notice to DOCUMOTO and discontinuing use of the Services.

5.2.2.    COMPANY is responsible for all fees due under any active Quotes until their respective terms expire.

5.3.    Termination by DOCUMOTO

5.3.1.    DOCUMOTO may terminate or suspend access to Services with written notice if:

   5.3.1.1.    COMPANY breaches any material term of this Agreement and fails to cure the breach within 15 days after receiving notice. Notwistanding the foregoing, the termination may be immediate in the event of a breach of provisions regarding intellectual property, data privacy or confidentiality.

   5.3.1.2.    COMPANY fails to pay fees within 30 days of the due date.

   5.3.1.3.    COMPANY becomes insolvent, goes into receivership or files for bankruptcy.

   5.3.1.4.    Legal or regulatory requirements necessitate termination.

5.4.    Effect of Termination

5.4.1.    Upon termination, COMPANY’s access to the Services will cease, and all licenses granted under this Agreement will be revoke.

5.4.2.    COMPANY will, at the option of Documoto, return or securely destroy any non-public documentation, training materials, implementation deliverables or confidential information provided by DOCUMOTO in connection with the Services and not intended for ongoing use by COMPANY.

5.4.3.    DOCUMOTO will provide COMPANY with a complete copy of all COMPANY Content stored through the Services upon request.

5.4.4.    DOCUMOTO will have no further obligation to retain any COMPANY Content after termination, and any remaining content may be permanently deleted.

5.4.5.    Any sections of this Agreement intended to survive termination (including confidentiality, ownership, and liability provisions) will remain in effect.

5.5.    Suspension of Services

5.5.1.    DOCUMOTO reserves the right to temporarily suspend Services for maintenance, security threats, breaches of Agreement, or non-payment of fees.

5.5.2.    DOCUMOTO will provide reasonable notice of any planned Services interruptions, as documented in the Support Agreement). 

6.    CONFIDENTIAL INFORMATION AND DATA PRIVACY.

6.1.    Confidential Information

6.1.1.    For purposes of this Agreement, “Confidential Information” means any and all non-public information, including but not limited to trade secrets, proprietary information, technical data, source code, business plans, customer lists, pricing information, financial information, and any other confidential or proprietary information disclosed by either party to the other, whether in writing, orallyby any other means., or

6.1.2.    Confidential Information of DOCUMOTO includes, but is not limited to, the terms of this Agreement and the Services (underlying code, system architecture, features, functionality, security protocols, user interface and related documentation).   

6.2.    Obligations of Confidentiality

6.2.1.    Each party agrees to treat the Confidential Information of the other party with the same degree of care it applies to its own confidential information, but not less than reasonable care.

6.2.2.    Confidential Information may only be disclosed to employees, representatives and contractors who need to know the information for purposes of this Agreement and who are bound by confidentiality obligations that are at least as protective or substantially similar as those outlined in this Agreement.

6.2.3.    Notwithstanding the foregoing, either party may disclose Confidential Information to its authorized third-party contractors, consultants, representatives or system integrators who are working on its behalf in connection with this Agreement, provided such third parties are bound by written confidentiality obligations no less protective than those set forth in this Agreement.

6.3.    Exceptions

6.3.1.    Information will not be considered Confidential Information if:

   6.3.1.1.    It becomes publicly available through no breach of this Agreement.

   6.3.1.2.    It is lawfully received from a third party not bound by confidentiality obligations.

   6.3.1.3.    It is independently developed by the receiving party without access to the other party’s Confidential Information.

   6.3.1.4.    It was known to the receiving party prior to disclosure under this Agreement.

6.4.    Required Disclosure

6.4.1.    If disclosure of Confidential Information is required by law, the receiving party must provide prompt written notice and cooperate with the disclosing party in efforts to contest or limit the scope of the required disclosure. Nothing in this section shall prevent the receiving party from complying with its legal obligations under applicable transparency or public disclosure laws.

6.5.    Data Privacy and Security

6.5.1.    DOCUMOTO will implement commercially reasonable security measures and protocols to protect the privacy and security of COMPANY’s data in accordance with its established data security policies and procedures.

6.5.2.    Attached hereto as Schedule B is DOCUMOTO’s current privacy policy, which may be updated from time to time.

6.5.3.    Data protection measures include encryption, access controls, and regular security updates.

6.5.4.    COMPANY is responsible for ensuring that any data it provides to DOCUMOTO complies with applicable data privacy laws.

6.5.5.    DOCUMOTO will not share or sell COMPANY’s data to third parties except as necessary to provide the Services or as required by law.

6.6.    Data Breach Notification

6.6.1.    In the event of a data incident affecting COMPANY’s data, DOCUMOTO will provide notification within any legally required timeframe after completing a reasonable investigation to determine if the incident constitutes a breach under applicable law, including available details of the breach and actions being taken to mitigate the impact.

6.6.2.    COMPANY agrees to cooperate with DOCUMOTO in any required breach response efforts.

7.    INTELLECTUAL PROPERTY RIGHTS.
All rights, title, and interest in and to the Services, including but not limited to the Services, APIs, documentation, and any improvements, enhancements, or modifications made thereto, are and will remain the exclusive property of DOCUMOTO and its licensors. This includes all associated intellectual property rights, such as copyrights, trademarks, patents, and trade secrets. COMPANY does not acquire any ownership interest in the Services or any related intellectual property through this Agreement. COMPANY may use the Services solely for its internal business purposes as permitted under this Agreement. Any feedback, suggestions, or ideas provided by COMPANY regarding the Services shall be deemed assigned to DOCUMOTO and may be used by DOCUMOTO without obligation, restriction, or compensation, and COMPANY agrees that such feedback is provided on a non-confidential basis and shall not be subject to any intellectual property claims by COMPANY. COMPANY retains ownership of its own data and content submitted to the Services but grants DOCUMOTO a non-exclusive license to use such data as necessary to provide and improve the Services.

8.    COMPANY CONTENT.
COMPANY retains full ownership and control of all COMPANY Content and is solely responsible for its accuracy, legality, and integrity. DOCUMOTO acts as a service provider with respect to the storage, access, and transmission of COMPANY Content and, except as expressly set forth in this Agreement, disclaims any liability for the deletion, correction, destruction, loss, or failure to store or back up such content. Under no circumstances will DOCUMOTO be liable for any issues arising from COMPANY Content in connection with the provision of the Web Application, Software, or related Services. COMPANY agrees not to provide any content that infringes on the intellectual property rights or other rights of any third party or violates any applicable laws or regulations. By making COMPANY Content available through the Services, COMPANY grants DOCUMOTO the necessary rights to use, store, and process the content solely for the purpose of delivering and supporting the Web Application, Software, and other Services under this Agreement. 

9.    REPRESENTATIONS AND WARRANTIES.  
DOCUMOTO warrants that it will use commercially reasonable efforts to ensure the Services operate substantially in accordance with the documentation provided by DOCUMOTO, provided that any claim for warranty must be made within thirty (30) days of the alleged non-conformance and COMPANY's sole remedy shall be for DOCUMOTO to use commercially reasonable efforts to correct such non-conformance.. DOCUMOTO will use commercially reasonable efforts to ensure uptime, availability, and performance of the Services, subject to planned maintenance and factors outside of DOCUMOTO’s control. COMPANY represents that it has the authority to enter into this Agreement and that its use of the Services will comply with applicable laws and regulations.

10.    DISCLAIMER OF WARRANTIES.  
Except as expressly stated in this Agreement, the Services are provided on an "as-is" and "as-available" basis. DOCUMOTO disclaims all other warranties, express or implied, including, but not limited to, implied warranties of merchantability, fitness for a particular purpose, non-infringement, or uninterrupted operation. DOCUMOTO does not guarantee that the Services will be error-free, secure, or that all defects will be corrected. Documoto is not responsible for issues arising from the use of third-party software, hardware, or systems not provided or expressly supported by Documoto under this Agreement.

11.    LIMITATION OF LIABILITY.  

11.1.    TO THE FULLEST EXTENT PERMITTED BY LAW, DOCUMOTO’S TOTAL AGGREGATE LIABILITY FOR ALL CLAIMS ARISING UNDER OR RELATED TO THIS AGREEMENT, REGARDLESS OF THE NUMBER OF CLAIMS OR ACTIONS, WHETHER IN CONTRACT, TORT, OR OTHERWISE, IS LIMITED TO THE AMOUNT PAID BY COMPANY FOR THE SERVICES DURING THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM. UNDER NO CIRCUMSTANCES WILL DOCUMOTO BE LIABLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO LOSS OF PROFITS, REVENUE, DATA, OR BUSINESS OPPORTUNITIES, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THIS LIMITATION APPLIES REGARDLESS OF THE CAUSE OF ACTION AND WHETHER ANY REMEDY FAILS OF ITS ESSENTIAL PURPOSE.

11.2.    Some jurisdictions do not allow the exclusion of implied warranties or limitation of liability for incidental or consequential damages, which means that some of the above limitations may not apply to you. IN THESE JURISDICTIONS, DOCUMOTO’s LIABILITY WILL BE LIMITED TO THE GREATEST EXTENT PERMITTED BY LAW.

12.    INDEMNIFICATION.  

12.1.    Infringement Indemnity. DOCUMOTO agrees to defend, indemnify, and hold COMPANY harmless against direct damages, costs, liabilities, expenses, and settlement amounts up to an aggregate cap of twelve (12) months of fees paid under this Agreement, and only for claims finally awarded by a court of competent jurisdiction or agreed to in a written settlement mutually approved by both parties, in connection with any suit, claim, or action by any third party that is filed during the term of this Agreement and based solely on DOCUMOTO's willful misconduct, alleging that the Services furnished under this Agreement, when accessed and used by COMPANY within the scope of this Agreement, infringes a U.S. copyright or misappropriates a trade secret enforceable in the U.S.

   12.1.1.    The foregoing indemnity obligation shall not extend to any claims of infringement or misappropriation arising out of or related to any:

    12.1.1.1.    (a) modification of the Services by anyone other than DOCUMOTO without DOCUMOTO’s prior written consent; or

    12.1.1.2.    (b) combination of the Services with any third-party software, hardware, system, or service where such infringement would not have occurred but for such combination, except where such combination was performed at the direction of, or with the written approval of, DOCUMOTO.

   12.1.2.    If the Services are held, or are reasonably believed by DOCUMOTO, to infringe, DOCUMOTO may, at its sole option and expense, elect to:

    12.1.2.1.    (i) modify the services so that they are noninfringing;

    12.1.2.2.    (ii) replace the services with functionally equivalent or superior noninfringing alternatives;

    12.1.2.3.    (iii) obtain a license for COMPANY to continue to use the Services; or

    12.1.2.4.    (iv) terminate the rights and licenses granted for the infringing Services and refund the Fees paid by COMPANY, depreciated over a one-year period on a straight-line basis.

   12.1.3.    This Section states COMPANY’s sole and exclusive remedy, and DOCUMOTO’s sole and exclusive liability, for any claims that the Web Application or Software infringes or misappropriates any third-party intellectual property rights, and DOCUMOTO disclaims all other warranties and liabilities related to such claims.

12.2.    Indemnities by COMPANY.  COMPANY agrees to defend, indemnify and hold DOCUMOTO harmless against any and all damages, costs, liabilities, expenses and settlement amounts incurred in connection with any suit, claim, or action by any third party directly arising out of: (a) COMPANY’s use or operation of the Services in a manner other than for which the Services were designed or other than as expressly permitted in this Agreement, or COMPANY's breach of any representation, warranty, or covenant in this Agreement and (b) the gross negligence or willful misconduct of COMPANY.  

12.3.    Procedures.  The obligation of each party to indemnify the other party as stated in this Section is subject to the party seeking such indemnification: (a) giving the indemnifying party prompt written notice of any such claim for indemnification (provided that failure to do so will only release the party from its indemnity obligation to the extent that such failure led to material prejudice); (b) giving the indemnifying party sole control over the defense and settlement of any such claim (provided that no such settlement or compromise may impose any liability or other obligations on the indemnified party); (c) providing full cooperation for the defense of any such claim, at the indemnifying party’s expense; and (d) not entering into any settlement or compromise of any such claim without the indemnifying party’s prior written approval.  

13.    NOTICE.  All notices to be given by a party hereunder will be in writing and will either be via: (1) hand-delivery; (2) Federal Express or a comparable overnight mail service; (3) certified mail, return receipt requested, to the other party; or (4) by electronic mail transmission, provided that receipt of such electronic mail is confirmed by the recipient.  All notices will be effective upon confirmation or acknowledgment of receipt (or when delivery is refused), except notice by electronic mail which will be effective upon only after receipt of the electronic mail is actually confirmed by the recipient.  Either party may change its address for notice by giving notice of the new address to the other party.  

14.    ADDITIONAL TERMS.  

14.1.    Assignment.  COMPANY may not assign, transfer or delegate this Agreement, or any obligation or right hereunder, whether by assignment, sale, merger, reorganization, operation of law, or otherwise, without the prior written consent of DOCUMOTO, which consent will not be unreasonably withheld.  Notwithstanding the foregoing, each party may assign this Agreement, and all right and obligations hereunder, upon notice to the other party, in connection with a sale of all or substantially all of its assets, merger, consolidation or other reorganization of its business.  Any change of control of COMPANY will be considered a transfer for purposes of this Section.  Any assignment or transfer of this Agreement in violation of this Section will be deemed null and void.  

14.2.    Unenforceability.  If any provision or provisions of this Agreement shall be held by a court of competent jurisdiction to be invalid, illegal or unenforceable, such provision will be changed and interpreted to accomplish the objectives of such provision to the greatest extent possible under applicable law and the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby.  

14.3.    Relationship.  The parties are independent contractors, and nothing in this Agreement will b e construed as creating an employer-employee relationship, a partnership, or a joint venture between the parties.  Neither party is an agent of the other and neither party is authorized to make any representation, contract, or commitment on behalf of the other party.  No term of this Agreement will be construed to confer any third-party beneficiary rights on any non-party.  

14.4.    Equitable Relief.  COMPANY acknowledges and agrees that due to the unique nature of the Services there can be no adequate remedy at law for any breach of its obligations hereunder, that any such breach may allow COMPANY or third parties to unfairly compete with DOCUMOTO resulting in irreparable harm to DOCUMOTO, and therefore, that upon any such breach of this Agreement or threat thereof, COMPANY hereby consents to DOCUMOTO obtaining, in addition to whatever remedies it may have at law, immediate injunctive or other appropriate equitable relief without making any additional showing of irreparable harm (and agrees to support the waiver of any requirement that DOCUMOTO be required to post a bond prior to the issuance of any such injunction or other appropriate equitable relief).  

14.5.    Subcontracting.  DOCUMOTO shall be permitted to subcontract any portion of the Services and obligations of DOCUMOTO under this Agreement to any third party, provided that DOCUMOTO shall require its subcontractors to comply with the terms of this Agreement, and DOCUMOTO shall be responsible for managing its subcontractors in accordance with industry standards.  

14.6.    Marketing.  Each Party shall be allowed to refer to the other Party as a customer of or service provider to (as the case may be) on its website, in marketing materials and with prospective customers, and DOCUMOTO may issue press releases announcing the relationship between the parties, provided that such references shall not otherwise imply an affiliation with such other Party beyond the relationship contemplated in this Agreement.  DOCUMOTO may use COMPANY’s name, logo, and general description of services provided in DOCUMOTO’s marketing program including use on DOCUMOTO’s website, press releases, marketing literature, and case studies, subject to COMPANY's reasonable trademark and branding guidelines.  

14.7.    Export.  The Services and COMPANY Content may be subject to U.S. export control laws and regulations and may be subject to export or import laws and regulations in other countries.  COMPANY agrees to strictly comply with all such laws and regulations.  COMPANY acknowledges that it has the sole responsibility to obtain such licenses to export (or re-export) or import the Services as required for the use thereof within COMPANY’s business and that COMPANY has the sole responsibility to obtain and maintain for itself and DOCUMOTO all licenses, permits, and authorizations required to export (or re-export) or import all COMPANY Content, and shall indemnify and hold DOCUMOTO harmless from any claims, penalties, or liabilities arising from COMPANY's failure to do so as required to allow DOCUMOTO operate and provide the Services under this Agreement.  

14.8.    Applicable Law.  This Agreement shall in all respects be interpreted, construed in accordance with, and governed by the laws of the State of Delaware, without regard to the rules on conflict of laws.  In the event of any litigation between the parties, the parties agree that the courts for the State of Delaware and the United States District Court of Delaware shall have exclusive jurisdiction over such litigation and the parties each irrevocably submit to the personal jurisdiction of such courts for any dispute arising out of this Agreement.  If either party shall be successful in any action (a) alleging breach of this Agreement, (b) to construe or enforce the terms and conditions of this Agreement, including nonpayment of invoices, or (c) to enjoin the other party from violating any term or condition of this Agreement, the prevailing party shall, to the maximum extent permitted by law, be entitled to recover its reasonable legal fees, costs, expenses, expert witness fees, collection costs, and any other fees or expenses incurred in enforcing any judgment or award, including appeals in bringing and maintaining such action.  

14.9.    Force Majeure.  Neither party will be held responsible for failure or delay in the performance of any obligation under this Agreement, with the exception of the obligation to pay Fees and maintain confidentiality obligations, if such failure or delay is due to acts of God, war, terrorism, pandemic, epidemic, government actions, riots, civil unrest, telecommunications or power failures, or other causes beyond such party’s reasonable control, including but not limited to acts of God, war, terrorism, pandemic, epidemic, government actions, riots, civil unrest, telecommunications or power failures, cybersecurity incidents, or other similar events.  If the performance of either party is prevented, restricted or interfered with by reason of any such event, the party whose performance is so affected, upon giving prompt notice to the other party, will be excused from such performance to the extent of such event, provided that the party so affected will take all reasonable steps to avoid or remove such causes of nonperformance and will continue performance hereunder with dispatch whenever such causes are removed.

14.10.    Entire Agreement.  This Agreement, including all Quotes, any Statements of Work entered into under this Agreement, the Schedules referenced herein, and any documents expressly incorporated by reference, constitutes the complete agreement between the parties and supersedes any prior agreements, representations or understandings, and sets forth the entire agreement and understanding of the DOCUMOTO and COMPANY relating to the subject matter herein and merges all prior discussions between them.  COMPANY acknowledges that it has read this Agreement, understands it, and agrees to be bound by its terms.  

14.11.    Modification and Waiver.  No modification of or amendment to this Agreement, nor any waiver of any rights under this Agreement, shall be effective unless in writing and signed by both parties.  The waiver of a breach of any provision of this Agreement will not operate or be interpreted as a waiver of any other or subsequent breach.  Each right and remedy hereunder is cumulative with each other right and remedy herein or in any other agreement between the parties or under applicable law.  

14.12.    Counterparts.  This Agreement may be executed in one or more counterparts, duplicate originals, or facsimile versions, each of which will be deemed an original, and all of which together will constitute one and the same instrum