Terms of service
Last Updated: January 1, 2024
Please read these Terms of Service Agreement carefully. If Customer does not agree to the terms of this Agreement, then they are not permitted to use our Services.
Doo Finance US Inc., a Delaware corporation having its registered address at is 8 The Green, Suite B, Dover, Delaware 19901 USA (collectively “Doo Finance,” “we,” “us,” or “our”) governing your use of our Services. By executing a Sales Order Form (“Order Form”) with Doo Finance that references or incorporates this Terms of Service Agreement (“Agreement”), the entity entering into such Order (“Customer”, “you”, “your”, “their”, together with Doo Finance the “Parties”, and each a “Party”) accepts and agrees to be bound by the Terms (“Terms”) in this Agreement as of the effective date of the initial order between the Parties. The Customer expressly waives their own general conditions of purchase, even if they have been established after these general conditions of sale. To be valid, any exemption to the following must be expressly agreed in advance and in writing.
The Customer represents and warrants that it has the full right, power, and authority to enter into this Agreement on behalf of an entity, partnership, or other organization, to grant the rights and licenses granted hereunder, and to perform its obligations hereunder. The Customer acknowledges having read, understood, and agreed to comply with the terms of this Agreement, ensuring that upon execution and delivery by such Party, this Agreement will constitute a legal, valid, and binding obligation, enforceable in accordance with its Terms. These Terms govern the Customer’s access to and use of our Services and Technology.
Doo Finance reserves the right to modify these Terms at any time and without notice. The Customer will be subject to the terms in force at the time of acceptance or renewal of the Agreement.
Our website may contain information related to legal, tax, financial, or accounting advice; however, unless such information was provided by a duly licensed professional pursuant to a written agreement between Customer and Doo Finance, such information is not intended to constitute specific legal, tax, financial, accounting or other professional advice, and may not reflect recent developments in the law, may not be complete, and may not be accurate or applicable to Customer’s particular circumstances. We are not acting as your agent, broker, fiduciary, or investment advisor.
ARBITRATION NOTICE. Except for certain kinds of disputes described in Section 11.4 “Exceptions to Arbitration” below, Customer agrees that disputes arising under this Agreement will be resolved by binding individual arbitration, and BY ACCEPTING THIS AGREEMENT, CUSTOMER AND DOO FINANCE ARE EACH WAIVING THE RIGHT TO A TRIAL BY JURY OR TO PARTICIPATE IN ANY CLASS ACTION OR REPRESENTATIVE PROCEEDING. CUSTOMER AGREES TO GIVE UP CUSTOMER RIGHT TO GO TO COURT to assert or defend Customer rights under this contract (except for matters that may be taken to small claims court). Your rights will be determined by a single ARBITRATOR and NOT a judge or jury. See Section 11 “Disputes; Arbitration; Class-action waiver” below.
1. Services
1.1. Available Services
Doo Finance provides back-office services, including Odoo accounting implementation and migration services (“Accounting Implementation Services”), bookkeeping and accounting processing services (“Accounting / Bookkeeping Services”), strategic consulting services (“Management Advisory Services”), tax advisory and preparation services (“Tax Services”), and other miscellaneous back-office support services (collectively our “Services”). Doo Finance will provide the Services listed on the Customer’s Order Form, subject to the payment of applicable Fees and compliance with Terms of this Agreement.
If your Order Form includes Tax Services, they fall under the additional terms outlined in the Doo Finance Tax Services Agreement. The Customer acknowledges that Tax Services will be provided by Doo Finance only after a valid Tax Disclosure Authorization is executed, and all relevant terms are accepted and fees are paid.
1.2. Certain Activities and Provisions Regarding Accounting / Bookkeeping Services
Year-end Activities
If you are an Accounting / Bookkeeping Services customer for the quarter following your fiscal year end, we may need to perform certain year-end bookkeeping activities at that time as part of our Services. If you are not an Accounting / Bookkeeping Services customer for the quarter following your fiscal year end, we will not perform year-end bookkeeping activities and will not bear responsibility or liability with respect to any failure to perform year-end bookkeeping activities on your behalf.
Sole Bookkeeper
To the extent that we provide Accounting / Bookkeeping Services to you. You agree that we will be your sole external bookkeeper and in performing such Services we must use, record, classify and reconcile your financial transactions and other data to prepare your books. Depending upon the Services we provide, we may have to: (a) import transactions to your books in order to reconcile your bank accounts, (b) categorize transactions in your books to expense accounts and to balance sheet accounts for amortization purposes, (c) sync your payroll data, and/or (d) perform other reconciliations. As a result, once we have performed such tasks, any modifications made by you or on your behalf (e.g., by another third-party service provider) to your books may adversely impact Services previously performed by us, causing us to have to re-perform such Services in order to resolve any resulting inconsistencies or inaccuracies or to confirm that there are no such inconsistencies or inaccuracies. If you engage another third-party service provider to make changes to your books, or you otherwise make changes to your books directly, while you have engaged us to provide Accounting / Bookkeeping Services, the parties agree to the following remedies, which shall be at our option and in addition to any rights provided by contract, law, or in equity: a) we may delay bookkeeping deliverables that are on a deadline, or b) we may use additional hours from a purchased hourly package to reprocess the work. For the avoidance of doubt, this Section does not prevent you from managing accounts payable, accounts receivable, and/or processing payroll.
1.3. Scope
You understand that we do not perform an audit, review, or compilation as part of our Services. Nor do we provide any other type of financial statement reporting engagement that is subject to the rules of the AICPA, SEC, PCAOB or other state or national professional or regulatory body. We may provide strategic analysis of your financial information (as provided to us).
Furthermore, you understand that some of our Services may include the preparation of budgets, projections, and/or other forward-looking statements, and that numerous factors can affect the actual results of the Company’s operations, which may materially and adversely differ from those projections and other forward-looking statements prepared.
1.4. Service Deliverables at the Direction of and for the Benefit of Your Management
We deliver Services as directed by your management, with all resulting Deliverables intended primarily for internal use, unless explicitly specified otherwise. Use of any such analyses or Deliverables for external purposes is at the discretion by you and your management. If you elect to present any deliverable to any third party, such presentation must be made solely by you and not by or on behalf of us, and you agree to remove any references to us from the deliverable and/or from the presentation. Your management is responsible for all management decisions and performing all management functions related to our Services and otherwise, including (i) setting policies or accepting policy recommendations; (ii) evaluating the reasonableness of underlying assumptions and the adequacy and results of the Services; and (iii) implementation of any findings or recommendations resulting from the Services. We may act upon, and will not have liability for acting upon, instructions in any form (e.g., electronic, written, and/or oral) so long as we reasonably believe that the instructions were actually given by you or on your behalf. You are responsible for the legality of your instructions to us. This includes setting and evaluating policies, as well as implementing any recommendations arising from our work. While we may suggest actions, the ultimate responsibility for any business decisions and outcomes lies with you.
Unless otherwise agreed by the parties in writing and subject to Section 2.4 below, you shall own all right, title, and interest (including all intellectual property and other proprietary rights) in and to Deliverables (defined herein) upon payment in full therefor. All Deliverables are works made for hire to the extent allowed by law and, in addition, we make all assignments to you necessary to accomplish the foregoing ownership. “Deliverable” means any work product that is created, developed, or made by us specifically for you, or that is specified in an Order Form, and delivered to you by us during performance of the Management Services (but expressly not including any Background Materials (as defined below)).
1.5. We Need and Rely on Information from You
Our provision of the Services requires that you provide us access to appropriate, accurate, and complete corporate, financial and related information, information technology systems or services, and/or input from you, your employees, and/or representatives. You hereby consent to us being in direct communication with your internal accounting staff, lenders, bankers, suppliers, creditors, attorneys, and other such providers for the purposes of performing our Services. In the event that you do not have such third-party service providers, we may refer the same to you.
You agree to timely provide all such information, access and input, and reasonably cooperate with us in our provision of the Services. You agree to provide good faith assumptions and accurate and complete representations, information and data, and you agree that we may assume you have done so without further investigation or verification. We are under no obligation to update the data submitted to us or review any other areas unless specifically requested to do so; provided, however, that if we become aware of any material misstatements in your information, we shall inform you and/or your management team.
You agree that late or insufficient information, access or input from you may cause delay in the performance of the Services, inability to provide the Services, increase the amount of time required to complete Services, and/or increase in the amount of our fees.
We may prepare deliverables resulting from the Services (e.g., excerpts, models, budgets, confirmations, etc.) for use by your management. In preparing deliverables, you agree that we (a) do not have an obligation to independently verify the accuracy or completeness of any facts provided by you or any third party, and (b) do not undertake to update the deliverable if any facts change, unless the Order Form for the services expressly states otherwise.
For the avoidance of doubt, if our performance of the Services is prevented or delayed by any act or omission by you or your agents, vendors, consultants, or employees, we will not be in breach of our obligations or otherwise liable for any related costs, charges, or losses incurred by you.
1.6. Suspension
You will only use the Services in accordance with these Terms. We may suspend or terminate provisions of the Services, in whole or in part at our sole discretion, where we reasonably believe that any of our Services are being used in a manner that breaches the Agreement, our Acceptable Use Policy, or creates risk of personal injury, property damage, or legal liability for us, you or any third party, or may cause us to lose the services of one of our third-party service providers, if any.
1.7. Independent Contractors
Each party is an independent contractor, and except as expressly set forth in the Agreement neither party has any authority to act on behalf of the other. Neither party will represent itself as agent, servant, franchisee, joint venturer, joint employer or legal partner of the other. We (our employees and agents) are independent contractors and have no fiduciary duties to you or your business in the way an in-house executive (i.e., CFO or Controller) would. As such, you agree not to misrepresent our personnel as, or request that our personnel act as, an employee, officer, agent, executive or other representative of your entity. Nothing in this Agreement constitutes nor creates a partnership, joint venture, employer/employee relationship, affiliation, or an agency relationship between the Parties. Each Party shall be solely responsible for the payment of all wages and federal, state, and local payroll; social security; unemployment insurance; and similar taxes for their respective employees.
1.8. Modifications to Our Services
You understand that we may update, modify, or otherwise change our Services in our sole discretion. Changes may alter, add, or remove certain functionality or features. Additionally, we may suspend or stop all or parts of some Services altogether. Similarly, because some of our Services are provided by our personnel, we reserve the right to determine from time-to-time in our sole discretion the personnel assigned to provide the Services to you.
1.9. Unauthorized Use of Our Services
You will only use the Services in accordance with the Doo Finance Acceptable Use Policy (“Acceptable Use Policy”), which is incorporated in these terms by reference. We may suspend or terminate provision of the Services, in whole or in part, where we reasonably believe that any of our Services are being used in a manner that breaches the Agreement (including the Acceptable Use Policy) or creates risk of personal injury, property damage, or legal liability for us, you or any third party, or may cause us to lose the services of one of our third-party service providers, if any.
1.10. Doo Finance Is Not a Certified Public Accounting Firm
You understand and agree that Doo Finance is not a certified public accounting firm and does not provide services that would require a license to practice public accounting. While we may have employees or contractors with individual professional designations (e.g., CPA, CPB, CFA, etc), you acknowledge that Doo Finance is not a member of the American Institute of Certified Public Accountants (AICPA) and is not governed by or subject to the rules of the AICPA. Our Accounting / Bookkeeping Services do not include, and you will not rely on them for: (i) audit, attest, examination, verification, investigation, certification, presentation, or review of financial transactions or accounting records (as such terms are used in the California Business and Professions Code Section 5000 et seq. (“California Public Accountancy Law”)); (ii) independent advice relating to accounting procedure or to the “recording, presentation, or certification of financial information or data” within the meaning of the California Public Accountancy Law; (iii) preparation or certification of reports on audits or examinations of books or records of account, balance sheets, and other financial, accounting and related schedules, exhibits, statements, or reports that are to be used for publication, for the purpose of obtaining credit, for filing with a court of law or with any governmental agency, or for any other purpose, as contemplated by the California Public Accountancy Law; (iv) legal or regulatory advice regarding any of your business practices, including with respect to their appropriateness or legality; or (v) unless otherwise expressly included on an Order Form, tax advice or tax return preparation. Note: Our Tax Services are provided separately from our Accounting / Bookkeeping Services. If your needs are outside the scope of our Service offerings, you should seek the services of a duly licensed professional in connection with any of the foregoing. In particular, in compliance with applicable law and accounting standards regarding auditor independence, we cannot (and do not) make any representation or warranty whether any financial records are compliant with GAAP, IFRS, or any other accounting standards or rules.
2. Technology and Data
2.1. Odoo
We use Odoo to facilitate most of our Services. If you do not already have an account, you authorize us to create one for your organization. Your and our use of Odoo will be governed by Odoo’s Terms of Service and Privacy Statement. By authorizing us to create an Account for you, you agree to Odoo’s Enterprise Subscription Agreement.
Customer shall limit access to, and use of, the database to its Authorized Users, and is responsible for any and all use of the Account and the Services, whether authorized or not. You are responsible for: (a) the confidentiality of User access credentials that are in your possession or control; (b) setting up appropriate internal roles, permissions, policies and procedures for the safe and secure use of the database; and (c) your Users’ compliance with this Agreement, including our Acceptable Use Policy, and applicable laws. You must notify us promptly if you become aware, or reasonably suspect, that your account’s security has been compromised or if there is any unauthorized use of your account.
2.2. Internal Technology and Software
To facilitate the provision of the Services, we may utilize software tools, automated forms and other technologies developed by or for us (collectively, “our Technology”). To efficiently provide the Services, we use certain internal technologies and tools developed by or for us, such as integrations with Third-Party Services, software rules, checklists and other technologies (collectively, “Internal Software”). You agree to reasonably cooperate with us to enable us to use Internal Software in the provision of our Services. If you obtain new, or make changes to, information technology systems or services that contain relevant data for our Services, you agree to notify us promptly.
2.3. Data Use
Doo Finance will use Customer Data as described in the Agreement and/or in the Doo Finance Privacy Policy, as updated from time-to-time, and for the business purposes described therein. By subscribing to any Services, you expressly consent to such use, including the use of Customer Data in Third-Party Services required for the provision of our Services, and the sharing of Customer Data across various of our Services for which you subscribe (e.g., accounting/bookkeeping data for tax preparation services when subscribed to both).
You agree that we may perform benchmarking studies on an aggregated basis across all or a subset of our customers, which will not contain any identifying information that can be attributed to you or any of your users, customers, vendors, employees or representatives. You consent to our use of Customer Data for the purpose of developing and/or performing such benchmarking studies.
2.4. Background Materials
We (and our licensors, as applicable) shall retain all right, title, and interest in and to all Background Materials (including all intellectual property and proprietary rights therein). To the extent that any Background Materials are included in any Deliverable, we grant you a nonexclusive right and license to use such Background Materials internally and solely in connection with, and as incorporated in, the Deliverable. Except for the limited rights and licenses expressly granted hereunder concerning the Background Materials, no other license is granted and no other use is permitted. “Background Materials” means all information, ideas, know-how, processes, software, templates, models, works of authorships, trade secrets, methods, and technologies, including all intellectual property and other proprietary rights embodied therein, that (a) are owned or developed by us (whether developed by or for us or otherwise acquired from a third party) prior to the performance of Services under the Agreement or separate and apart from the performance of Services under the Agreement, or that are in-licensed by us from a third party, including any changes or extensions thereto, or (b) are created or developed by us in performing Services under the Agreement, are generally applicable to the services that we provide, and do not include any of your Customer Data.
2.5. Intellectual Property Rights
Subject to the limited rights expressly granted in the Agreement, as between the Parties you retain all rights, title and interest, including all Intellectual Property Rights, in and to Customer Data. You grant us and our subcontractors a limited license to use the Customer Data to provide, protect, and improve the Services and to perform our rights and obligations under this Agreement.
Subject to the limited rights expressly granted hereunder, as between the Parties we own all rights, title and interest, including all Intellectual Property Rights. We grant your Users a non-exclusive license to use our Technology for the purpose of facilitating the provision of our Services to you during the term of the Agreement. All rights not expressly granted in this Agreement are reserved by us.
Each Party represents and warrants to the other that it has the authority, including any and all necessary consents, to grant the licenses above.
2.6. Third-Party Services
Our Services integrate with, Third-Party Services (e.g., Odoo). We do not endorse or make any representation, warranty or promise regarding, and do not assume any responsibility for, any Third-Party Service, regardless of whether it is described as “required,” “recommended” or the like and regardless of whether the Third-Party Service is included in your Order Form. You should review applicable terms and policies, including privacy and data gathering practices, and should make whatever investigation you feel necessary or appropriate before obtaining or maintaining any Third-Party Service. You agree to (a) maintain all subscriptions to Third-Party Services that we require for the provision of the Services; (b) abide by the terms of your agreements for any Third-Party Services and indemnify us and hold us harmless from any claim related to a breach by you of any such agreement or from any instructions by you to us that would constitute a breach of any such agreement, (c) set up appropriate internal roles, permissions, policies and procedures for the safe and secure use of Third-Party Services, and (d) if we agree to procure Third-Party Services for you (e.g., Odoo), reimburse us for such costs (including our time to procure such services). We have no obligation to provide support for Third-Party Services and do not guarantee the initial or continuing operability of any Third-Party Services. If a Third-Party Provider ceases to make the Third-Party Services available for any reason, we may modify the Services without liability.
2.7. Login Credentials
If you provide us with login credentials (e.g., an account name or number, password, answers to security questions (collectively, “Login Credentials”), you (a) give us permission and a limited power of attorney to use them to login to, or create an integration with, these other third-party websites and services and access, transfer, reformat, and manipulate your account on your behalf in performance of the Agreement; and (b) represent to us that you have the authority to give us this permission. You consent to our use of Login Credentials to provide the Services and perform our rights and obligations under the Agreement. We will maintain Login Credentials in encrypted form, and we will only use them pursuant to the Agreement or as otherwise directed by you.
2.8. Facilities and Data Transfer
Doo Finance requires that all facilities that Doo Finance uses to store Customer Data or Login Credentials adhere to reasonable security standards. As part of providing the Services, we may transfer, store, and process Customer Data. By using the Services, you consent to this transfer, processing, and storage of Customer Data.
If Customer resides in the European Union (EU) or if any transfer of information between Customer and the Services is governed by the European Union Data Protection Directive or national laws implementing that Directive, then Customer consents to the transfer of such information outside of the European Union to its country and to such other countries as may be contemplated by the features and activities provided by the Services.
2.9. California Consumer Privacy Act and Virginia Consumer Data Protection Act
The following terms apply to the extent and while you are subject to the CCPA or VCDPA and Doo Finance processes personal information (as defined in the CCPA) or personal data (as defined in the VCDPA) as part of Customer Data (“Personally Identifiable Customer Data”):
Doo Finance agrees that it shall not: (a) sell or share any Personally Identifiable Customer Data; (b) retain, use, or disclose Personally Identifiable Customer Data outside the purposes specified in the Agreement or our direct business relationship with you, or (c) combine Personally Identifiable Customer Data with personal data obtained from other sources as prohibited by the CCPA, except, with respect to (b) and (c), as may be otherwise permitted under the CCPA. As used in this clause, the terms “sell” and “share” have the meaning given to them in the CCPA.
Each of Doo Finance and you acknowledges and agrees that: (i) the Personally Identifiable Customer Data is disclosed to Doo Finance only for the limited and specified purpose of Doo Finance’s performance of obligations and exercise of rights under the Agreement, as described herein and in the Doo Finance Privacy Policy; (ii) with respect to Personally Identifiable Customer Data, Doo Finance will comply with all applicable obligations under the CCPA or VCDPA, as applicable, and provide the level of privacy protection required of service providers under the CCPA or VCDPA, as applicable; (iii) you have the right to take reasonable and appropriate steps to help ensure that Doo Finance uses the Personally Identifiable Customer Data in a manner consistent with Doo Finance’s obligations under the CCPA or VCDPA, as applicable, and the Agreement; (iv) Doo Finance must notify you if Doo Finance determines that it can no longer meet its obligations under the CCPA and the Agreement; (v) you have the right, upon notice, to take reasonable and appropriate steps to stop and remediate unauthorized use of Personally Identifiable Customer Data; and (vi) you shall comply with your obligations as a business or controller under the CCPA and/or VCDPA, as applicable. As used in this clause, the term “business” has the meaning given to it in the CCPA and “controller” has the meaning given to it in the VCDPA.
3. Confidentiality
3.1. Confidential Information Defined
“Confidential Information” means information of one Party (or its Affiliates) disclosed to the other Party (“recipient”) pursuant to the Agreement that is marked as confidential or would normally be considered confidential information under the circumstances. Customer Data and Login Credentials are your Confidential Information. Confidential Information does not include information that (i) is known to the recipient without a confidentiality obligation prior to its disclosure to the recipient, (ii) is independently developed by the recipient without use of the other party’s Confidential Information, (iii) is rightfully shared with the recipient by a third party without confidentiality obligations, or (iv) was or becomes publicly known through no fault of the recipient.
3.2. Non-Use and Non-Disclosure Obligations
Subject to Sections 3.3 and 3.5, the recipient will (a) use the other party’s Confidential Information only to exercise rights and fulfill obligations under the Agreement, and (b) use reasonable care to protect against unauthorized disclosure of the other party’s Confidential Information to any parties other than the recipient’s Delegates who need to know it and who have a legal obligation to keep it confidential. The recipient agrees to ensure that its Delegates are subject to the same or substantially similar non-disclosure and non-use obligations.
3.3. Permitted Disclosure of Confidential Information
General
Regardless of any other provision in the Agreement, the recipient or its Affiliates may disclose the other party’s Confidential Information (a) in accordance with a Legal Process, subject to “Legal Process notification”; (b) with the other Party’s written consent; or (c) in connection with performing its obligations and/or enforcing its rights under the Agreement.
Legal Process Notification
The recipient will use commercially reasonable efforts to notify the other Party before disclosing that Party’s Confidential Information in accordance with a Legal Process. Notice is not required before disclosure if the recipient is legally prohibited from giving notice.
Opposition
The recipient and its Affiliates will comply, at the expense of the other Party, with the other Party’s reasonable requests to oppose disclosure of its Confidential Information pursuant to a Legal Process.
Expenses of Production
If (a) you request that we, or (b) we are required by law or Legal Process in a proceeding or investigation to which we are not a named party to, produce documents or personnel as witnesses, or to otherwise make information relating to the Services available to a third party, you agree to reimburse us for our professional time, at our then-current standard hourly rates, and expenses, including reasonable attorneys' fees and expenses, incurred in producing documents or personnel or providing information pursuant to such requests or requirements.
3.4. Injunctive Relief
The Parties agree that a breach of the recipient’s confidentiality obligations in this Section 3. may cause irreparable damage, which money cannot satisfactorily remedy, and therefore the other Party may seek injunctive relief for any threatened or actual breach of Section 3. without the need to prove damages or post a bond or other surety.
3.5. Third-Party Infrastructure
The Services along with our Technology, Tools, and Internal Software operate over the internet via networks only part of which are within our control. Our obligations in Section 3.2 apply only to networks and equipment within our control, and we are not responsible for any delay, loss, interception, or alteration of Customer Data or other Confidential Information on a network or infrastructure outside of our control.
4. Fees and Payment
4.1. Fees
Unless specifically designated on the Order Form otherwise, our Services are structured as pay as you go packages of hours. Customer will pre-pay for service packages. Any good-faith estimates of time allocation are not a guarantee for time required. Services may take more or less hours than anticipated due to a variety of factors beyond our control. Hours will be logged on “as worked” basis. As package credits are depleted, Customer will be given options for additional Service packages to continue the work.
4.2 Fee and Scope Updates
From time-to-time, we may update our prices for the Services, or, as our Services evolve, we may change the scope of, or subscription model for, certain Services. If we increase our fees and/or materially change the scope of our Services that we provide to you, we will use commercially reasonable efforts to notify you of such updates prior to their effectiveness. If you do not terminate use of our Services, you agree that your continued use of the Services constitutes your agreement to pay, and your authorization for us to collect payment from you in accordance with Section 4.3 of, such increased or updated fees.
For clients with a global presence, the applicable pricing is always based on the client location with the highest price list, unless otherwise specified in writing on the Order Form at the time of purchase.
4.3 Payment
Doo Finance will collect payment for the fees payable by you under the Agreement automatically via ACH after executing the order form. All invoices are payable within 20 business days of receipt, unless another payment deadline is indicated in writing. You represent that the account you are authorizing for ACH is an account that is not primarily used for personal, familial, or household purposes. By authorizing us to use ACH, you agree to the NACHA Operating Rules that govern ACH payments. Fees are exclusive of taxes, which you’re responsible for if applicable. You authorize Doo Finance and/or its payment processor to initiate entries to your business bank checking accounts on file with Doo Finance (using your business address on file) in order to pay amounts that you owe to Doo Finance (including for any Renewal Terms as those payments come due), and, if necessary, to initiate adjustments for any transactions credited or debited in error. We may immediately suspend or terminate any or all Services if your account is past due with respect to the payment of fees for any Services or any other amounts owed by you to us. Except to the extent expressly set forth in the Agreement, all payments are non-refundable and non-creditable.
We reserve the right to request prepayment before starting the provision of any Services. In the case of nonpayment of any amount due and owed under the Agreement, in addition to such unpaid amounts you will reimburse us for all costs and fees incurred to collect the unpaid amounts (including any legal fees and a legal rate of interest).
5. Term and Termination
5.1. Initial Term
The Agreement is effective on the date the Customer signs an Order Form or otherwise agrees to these terms (e.g., by accepting the terms in writing) (the “Effective Date”). Service will begin on the Effective date and continue, unless terminated earlier, until the completion of Services for the number of hours designated on the Order Form for which the Customer has paid or owes fees (the “Initial Term”).
5.2. Renewal
As the Parties approach the end of the Initial Term and/or any Renewal Term, Customer will be given the option to extend existing services beyond the Initial Term or any subsequent term without the need to execute a new Order Form or other agreement (a “Renewal Term”). If either Party chooses not to renew this Agreement, they must notify the other Party in writing before the current Term expires, indicating their decision not to continue.
5.3. Termination; Withdrawal
Either party may terminate the Agreement if the other party has materially breached the Agreement upon written notice of the breach to the breaching party and an opportunity to cure for at least 30 days.
We may withdraw from providing any or all of the Services at any time by providing notice of termination of the Agreement or specific Services to you via the email address we have on file. In the event we terminate the Agreement or any Services for any reason other than your violation of Section 1.9 (Unauthorized Use of Our Services) or another breach of the Agreement by you, we will give you a refund of prepaid fees for unelapsed months of the terminated Services. For the avoidance of doubt, you agree that we will not be obligated to issue a refund if our withdrawal is caused by your breach of the Agreement, including your failure to pay any fees when due or to timely provide information, systems access, or input that we have reasonably requested for the provision of the Services.
You may stop using the Services at any time without cause, however we will not be obligated to provide a refund of any prepaid fees.
5.4. Effect of Termination or Expiration
In the event thar our Service relationship ends; the Customer will be solely responsible for managing the Odoo account associated with its database going forward. If the Customer’s subscription to Odoo’s services ends, the data and database associated with that subscription may be lost indefinitely. It is the Customer’s responsibility to ensure that all of its data are saved appropriately.
After termination of the Agreement or any specific Services, any support or information production related to the terminated Services shall be at our sole discretion, and if we perform such support or information production you agree to reimburse us for our professional time at our then-current standard hourly rates. We do not guarantee the availability of any documents or information after such termination. You agree that it is your responsibility to retain and protect your records for possible future use, including potential examination by any government or regulatory agencies.
5.5. Survival
Upon termination or expiration of this Agreement for any reason: (i) all rights and obligations of both Parties (except for Customer’s payment of all sums then owing), including all licenses granted hereunder, shall immediately terminate except as provided below; (ii) within thirty (30) days after the effective date of termination, each Party shall comply with the obligations to return or destroy all Confidential Information. The following Sections will also survive expiration or termination of this Agreement for any reason: Sections 2.3., 2.4., 2.5., 2.6., 5.4., 5.5., and 8. – 13. (inclusive) will survive the termination or expiration of the Agreement. Sections 2.7. and 3. will survive for three years after termination or expiration of the Agreement, and Section 6 will survive for the period set forth therein.
6. Personnel Non-Solicitation
We incur recruiting, training, education, and other non-recoverable costs for the personnel assigned to provide the Services to you. We are willing to incur such costs in reliance on your promises in this Section. You agree not to solicit for hire, directly or indirectly, on behalf of yourself or for any third party, any then-current employee or contractor of ours who has been made known to you in connection with the Services (“Covered Personnel”) during the term of the Agreement and for one year thereafter. This Section does not prohibit you from soliciting or hiring any individual as a result of a general employment advertisement not specifically directed at Covered Personnel.
As a reasonable estimate of our personnel replacement costs and not as a penalty, you agree to pay us $50,000 for every individual Covered Personnel who has terminated their employment or contractor relationship with us as a result of your breach of this Section.
7. Using the Services on Behalf of Others
If you are using the Services on behalf of another entity, you represent and warrant that you have all the authorizations and rights necessary and sufficient to do so.
8. Warranty Disclaimer
THE WARRANTIES STATED IN THIS AGREEMENT ARE THE SOLE AND EXCLUSIVE WARRANTIES OFFERED BY DOO FINANCE. EXCEPT AS EXPRESSLY STATED IN THE AGREEMENT, WE, OUR AFFILIATES, OUR THIRD-PARTY SERVICE PROVIDERS, AND OUR AND THEIR LICENSORS, SUPPLIERS AND DISTRIBUTORS (THE “PROVIDER ENTITIES”) MAKE NO WARRANTIES, EITHER EXPRESS OR IMPLIED, ABOUT THE SERVICES, TECHNOLOGY, OR OUR TOOLS. THE SERVICES, TECHNOLOGY, AND OUR TOOLS (INCLUDING AS INTEGRATED WITH ANY OTHER APPLICATIONS) ARE PROVIDED “AS IS” AND ON AN “AS AVAILABLE” BASIS. DOO FINANCE UNDERTAKES TO DO ITS BEST TO PROVIDE THE SERVICES ON TIME AND IN ACCORDANCE WITH THE AGREED DEADLINES. HOWEVER, NONE OF ITS TARGETS CAN BE CONSIDERED AN OBLIGATION AS A RESULT. DOO FINANCE CANNOT UNDER ANY CIRCUMSTANCES BE REQUIRED BY THE CUSTOMER TO ACT AS A THIRD PARTY IN THE CONTEXT OF A POSSIBLE ACTION FOR DAMAGES BROUGHT AGAINST THE CUSTOMER BY A FINAL CONSUMER. NO WARRANTY IS MADE THAT THE SERVICES, TECHNOLOGY, TOOLS OR THE RESULTS OF THEIR USE WILL MEET YOUR NEEDS OR EXPECTATIONS, WILL BE TIMELY, SECURE, UNINTERRUPTED OR ERROR-FREE, WILL BE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS, OR THE RESULTS THEREFROM WILL BE ACCURATE OR RELIABLE, AND/OR WILL COMPLY WITH ANY LAW OR LEGAL REQUIREMENT. YOU ASSUME ALL RESPONSIBILITY FOR DETERMINING WHETHER THE SERVICES OR THE INFORMATION GENERATED THEREBY IS ACCURATE OR SUFFICIENT FOR YOUR PURPOSES. WE FULLY DISCLAIM ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. IF THE EXCLUSIONS FOR IMPLIED WARRANTIES DO NOT APPLY TO YOU UNDER APPLICABLE LAW, ANY IMPLIED WARRANTIES ARE STRICTLY LIMITED TO A PERIOD OF 60 DAYS FROM THE DATE OF YOUR EXECUTION OF THE ORDER FORM, OR DELIVERY OF THE SERVICE, WHICHEVER IS SOONER.
9. Limitation of Liability
THE CONSIDERATION WHICH WE ARE CHARGING HEREUNDER DOES NOT INCLUDE CONSIDERATION FOR ASSUMPTION BY THE PROVIDER ENTITIES OF THE RISK OF YOUR INCIDENTAL OR CONSEQUENTIAL DAMAGES.
IN NO EVENT SHALL DOO FINANCE BE LIABLE TO CUSTOMER FOR ANY (I) SPECIAL, INDIRECT, INCIDENTAL, PUNITIVE, EXEMPLARY, OR CONSEQUENTIAL DAMAGES, (II) LOST SAVINGS, REVENUE, PROFITS, DATA, USE, GOODWILL, OR OTHER ECONOMIC ADVANTAGE, (III) BUSINESS INTERRUPTION EVEN IF NOTIFIED IN ADVANCE OF SUCH POSSIBILITY, OR (IV) PERSONAL OR PROPERTY DAMAGE ARISING OUT OF OR IN ANY WAY CONNECTED TO THIS AGREEMENT, REGARDLESS OF CAUSE OF ACTION OR THE THEORY OF LIABILITY, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE, GROSS NEGLIGENCE, FUNDAMENTAL BREACH, BREACH OF A FUNDAMENTAL TERM) OR OTHERWISE. IN NO EVENT SHALL WE BE LIABLE FOR PROCUREMENT OR COSTS OF SUBSTITUTE PRODUCTS OR SERVICES. THE FOREGOING LIMITATIONS WILL APPLY NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY HEREIN.
DOO FINANCE CANNOT BE HELD RESPONSIBLE FOR DELAYS OR FAILURE TO PROVIDE ITS SERVICES FOR REASONS BEYOND ITS WILL AND CONTROL, INCLUDING IN PARTICULAR, THE ACTIONS, OMISSIONS, OR LACK OF COOPERATION BY YOU, YOUR EMPLOYEES, AND AGENTS; THE ACTIONS, OMISSION, OR LACK OF COOPERATION OF A THIRD PARTY; FIRE OR OTHER DESTRUCTIVE EVENT; NATURAL DISASTERS; STRIKES OR OTHER SOCIAL CONFLICTS; ACTS OF VIOLENCE; EPIDEMICS OR PANDEMICS; OR FINALLY ANY LAW, ORDER, OR INJUNCTION EMANATING FROM A GOVERNMENTAL OR OTHER AUTHORITY.
WE WARRANT THAT OUR SERVICES WILL BE PERFORMED IN A PROFESSIONAL AND WORKMANLIKE MANNER. ANY WARRANTY CLAIM UNDER THESE TERMS MUST BE MADE BY YOU IN WRITING WITHIN THIRTY (30) DAYS AFTER PERFORMANCE OF THE NONCONFORMING SERVICES. OUR SOLE OBLIGATION AND YOUR EXCLUSIVE REMEDY IN RESPECT THEREOF IS TO REPERFORM THE NONCONFORMING SERVICES (IN WHICH CASE, NO REFUND WILL BE PROVIDED) OR, AT OUR SOLE DISCRETION, REFUND YOU THE FEES PAID FOR THE NONCONFORMING SERVICES
EXCEPT FOR AMOUNTS DUE TO US UNDER THIS AGREEMENT AND INDEMNITY OBLIGATIONS SET FORTH IN SECTION 10 BELOW, THE MAXIMUM LIABILITY OF EITHER PARTY TO ANY PERSON, FIRM OR CORPORATION ARISING OUT OF OR IN THE CONNECTION WITH THIS AGREEMENT, WHETHER SUCH LIABILITY ARISES FROM ANY CLAIM BASED ON BREACH OR REPUDIATION OF CONTRACT, BREACH OF WARRANTY, TORT, OR OTHERWISE, SHALL IN NO CASE EXCEED THE EQUIVALENT OF THE AMOUNT YOU PAID FOR THE NONCONFORMING SERVICE DURING THE CONTRACT TERM (NOT TO EXCEED THREE MONTHS (3) PRIOR TO SUCH CLAIM) OR FIVE HUNDRED US DOLLARS ($500), WHICHEVER IS GREATER. MULTIPLE CLAIMS SHALL NOT EXPAND THIS LIMITATION. IN NO EVENT SHALL OUR SUPPLIERS OR THIRD PARTY SERVICERS HAVE ANY LIABILITY ARISING OUT OF OR IN ANY WAY CONNECTED TO THIS AGREEMENT. TO THE EXTENT THAT DOO FINANCE MAY NOT, AS A MATTER OF LAW, DISCLAIM ANY IMPLIED WARRANTY OR LIMIT LIABILITIES, THE SCOPE AND DURATION OF SUCH WARRANTY AND THE EXTENT OF OUR LIABILITY WILL BE THE MINIMUM PERMITTED UNDER SUCH LAW.
The Parties acknowledge that the limitations set forth in this Section are integral to the amount of fees charged in connection with the provision of the Service and that, were we to assume any further liability other than as set forth herein, such fees would have to be set substantially higher. Certain states and/or jurisdictions do not allow the exclusion of implied warranties or limitations of liability for incidental or consequential damages, so the exclusions set forth above may not apply to you.
10. Indemnification
Customer shall defend, indemnify, and hold harmless Doo Finance, its employees, officers, directors, Affiliates, owners (beneficial or otherwise), consultants, representatives, agents, suppliers, licensors, Third Party Servicers and other customers against any and all liability including damages, recoveries, deficiencies, claims, actions, suits, settlements, interest, penalties, losses and costs (including reasonable attorney’s fees and court costs) arising out of or relating to: (i) any breach of the Terms hereof; (ii) any breach of a Third Party Servicer Agreement; (iii) any violation of any Laws; (iv) Customer’s failure to provide appropriate, complete, and accurate financial information in a timely manner; (v) any use of Customer content, information, or materials provided by Customer or a Third Party Servicer or other third party; (vi) Customer use of the Services, including in combination with any third party service; (vii) any negligence, gross negligence, recklessness, bad faith, or willful misconduct by the Customer, or (viii) infringement by you, or any third party using your account or identity in the Services, of any intellectual property or other right of any third party. (ix) any Transaction; (x) any financial transaction occurring as a result of data communicated via the Services; (xi) any act or omission of any Third Party Servicer or Client; (ix) costs incurred by us enforcing the terms hereof or responding to any subpoena relating to Customer, Customer Data, or a Third Party Servicer; (xii) any claim by a governmental taxing authority; or (xiii) any dispute between Customer and any third party or Customer Personnel.
We reserve the right to assume the exclusive defense and control of any matter otherwise subject to indemnification by the Customer, in which event you agree to reasonably assist and cooperate with us in asserting any available defenses and/or defending any legal proceeding.
11. Disputes; Arbitration; Class-Action Waiver
PLEASE READ THIS SECTION CAREFULLY, AS IT LIMITS THE MANNER IN WHICH CUSTOMER MAY SEEK RELIEF, AND REQUIRES YOU ARBITRATE DISPUTES WITH DOO FINANCE. If Customer has a dispute with us, Customer will first seek to resolve such a dispute through our support team.
11.1. Notice of Disputes
If you have a dispute with us, you will promptly send written notice our support team via email at support@doo.finance. You agree that if we have a dispute with you, we may contact you by sending notice to the address and/or email address listed on your Order Form.
11.2. Informal Resolution
Before filing a legal claim, Parties each agree to try to resolve the dispute by contacting the other Party through the notice procedures in Section 11.1 (Notice of disputes). If a dispute is not resolved within 30 days of notice, you or we may bring a formal proceeding.
11.3. Governing Law and Arbitration
The Parties agree to resolve any and all claims relating to the Agreement or the Services through final and binding arbitration and that the provisions of the Federal Arbitration Act (FAA) (9 U.S.C. §1 et seq.) govern this Agreement, except as set forth below. The Parties agree that the American Arbitration Association (AAA) will administer the arbitration under its Commercial Arbitration Rules. The arbitration will be held in Delaware, or any other location both Parties agree to in writing.
11.4. Exceptions to Arbitration
In the event that either party brings a claim or cause of action solely for injunctive relief (i) under Section 3.4 above; (ii) to prevent or stop unauthorized use or abuse of the Services or, in our case, unauthorized use or abuse of our Technology and Tools; (iii) to prevent or stop infringement of Intellectual Property Rights; (iv) relating to unlawful acts that threaten future injury to the general public (public injunctive relief); or (v) otherwise, the state and federal courts located in Delaware shall have exclusive jurisdiction over such claim or cause of action. For the avoidance of doubt, if a Party brings a claim or cause of action for injunctive relief under this Section, there shall be no requirement to engage in the informal dispute notice process or arbitration process described herein.
In addition, if the dispute between the Parties is for amounts that are within the jurisdiction of a small claims court, each Party has a right to opt to pursue such small claims directly in small claims court.
11.5. NO CLASS ACTIONS
THE PARTIES WAIVE ANY RIGHT TO ASSERT ANY CLAIMS AGAINST THE OTHER PARTY AS A REPRESENTATIVE OR MEMBER IN ANY CLASS OR REPRESENTATIVE ACTION, AND EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN OUR OR YOUR INDIVIDUAL CAPACITY, EXCEPT WHERE SUCH WAIVER IS PROHIBITED BY LAW OR DEEMED BY A COURT OF LAW TO BE AGAINST PUBLIC POLICY. TO THE EXTENT EITHER PARTY IS PERMITTED BY LAW OR COURT OF LAW TO PROCEED WITH A CLASS OR REPRESENTATIVE ACTION AGAINST THE OTHER, THE PARTIES AGREE THAT: (I) THE PREVAILING PARTY SHALL NOT BE ENTITLED TO RECOVER ATTORNEYS’ FEES OR COSTS ASSOCIATED WITH PURSUING THE CLASS OR REPRESENTATIVE ACTION (NOTWITHSTANDING ANY OTHER PROVISION IN THIS AGREEMENT OR BY LAW); AND (II) THE PARTY WHO INITIATES OR PARTICIPATES AS A MEMBER OF THE CLASS WILL NOT SUBMIT A CLAIM OR OTHERWISE PARTICIPATE IN ANY RECOVERY SECURED THROUGH THE CLASS OR REPRESENTATIVE ACTION.
12. Miscellaneous
12.1. E-sign Consent
Under the Electronic Signatures in Global and National Commerce Act (“E-Sign”), this Agreement and all electronically executed documents related hereto are legally binding in the same manner as are hard copy documents executed by hand signature when (1) your electronic signature is associated with the Agreement and related documents, (2) you consent and intend to be bound by the Agreement and related documents, and (3) the Agreement is delivered in an electronic record capable of retention by the recipient at the time of receipt (i.e., print or otherwise store the electronic record). This Agreement and all related electronic documents shall be governed by the provisions of E-Sign. Customer agrees (i) that the Agreement and related documents shall be effective by electronic means (ii) to be bound by the terms and conditions of this Agreement and related documents and (iii) that you have the ability to print or otherwise store the Agreement and related documents.
12.2. Updates to These Terms
12.3. Severability
If one or more of the provisions contained in the Agreement is held invalid, illegal, or unenforceable in any respect by any court of competent jurisdiction, such holding will not impair the validity, legality, or enforceability of the remaining provisions.
12.4. Assignment and Delegation
Customer may not assign this Agreement or any of its rights or obligations hereunder to any third party without prior written consent of Doo Finance. Any assignment in violation of this section shall be void. Any actual or proposed change in control of the Customer that results or would result in a direct competitor of Doo Finance directly or indirectly owning or controlling 50% or more of the Customer shall entitle Doo Finance to terminate this Agreement for cause immediately upon written notice.
12.5. Electronic Notices
We will communicate with you via the email associated with your account with us. It is your responsibility to keep your Services account email address up-to-date so that you are able to receive electronic communications from us.
12.6. Entire Agreement; Amendments
The Agreement constitutes the entire agreement between the Parties with respect to its subject matter, and supersedes any and all prior and contemporaneous agreements, discussions, negotiations, and offers. The Parties agree that any term or condition not expressly written on the Order Form and agreed in advance is void. You acknowledge that in entering into the Agreement you have not relied on and will have no rights or remedies in respect of any statement, representation, assurance, or warranty other than as expressly set out in the Agreement. Except as specifically stated otherwise in the Agreement, any amendment must be in writing, expressly state that it is amending the Agreement, and must be signed by both Parties.
12.7. Order of Precedence; Interpretation
In the event of an express conflict between these terms and any Order Form, the Order Form shall take precedence and govern. Headings are for information purposes only. The Agreement shall not be interpreted against the drafter.
12.8. Third-party Beneficiaries
The Provider Entities are intended third-party beneficiaries of Sections 8 – 10 (inclusive). Except as expressly set forth in the foregoing, there are no other third-party beneficiaries to the Agreement. All Services are for your internal purposes and use, and no third party is intended to rely on any Services, deliverables or materials provided by us.
12.9. No Publicity
Neither party shall make any public statement about the Agreement or the relationship of the Parties governed by the Agreement that identifies the other Party without the other Party’s prior written consent, except that while you are a Customer, we may use your name and logo in customer lists on an equal footing with other customers.
12.10. Feedback
If you provide us with feedback, ideas, requests, recommendations or suggestions about the Services (“Feedback”), then we may use that information without obligation to you, and you grant Doo Finance a non-exclusive, worldwide, perpetual, irrevocable license to use, reproduce, incorporate, disclose, and sublicense the Feedback for any purpose.
12.11. Prohibited Customers / Prohibited Users
Our Services, Technology, and Tools (including derivatives thereof) may be subject to U.S. and foreign export laws and regulations. Customer represents and warrants that it is not on any U.S. government denied-party list. You will not permit any User to access or use our Services or Technology in Russia or in a U.S.-embargoed country or region (which includes the Crimea region, Donetsk People’s Republic (DNR), Luhansk People’s Republic (LNR) of Ukraine, North Korea, Iran, Cuba, and the Syrian Arab Republic) or in violation of any U.S. export law or regulation. Customer must be a business, charitable organization or not-for-profit organization to use the Services. We reserve the right to decline to provide Services or terminate Services to one or another type of business. Any business that is illegal or operates in support of illegal activity is prohibited from using the Services.
We do not represent or warrant that our Services, Technology, Tools, or Internal Software comply with the Health Insurance Portability and Accountability Act of 1996, as amended (“HIPAA"). You must notify us of any HIPAA compliance requirements prior to entering into the Agreement.
12.12. Unfair Competition
You may not use our Services, Technology, Tools, or any materials provided by us to build a competitive product or service or to benchmark with a product or service not provided by us.
12.13. Waivers
A party’s failure or delay to exercise any right under the Agreement will not act as a waiver of such right. Rights may only be waived in writing signed by the waiving party.
12.14. Force Majeure
Notwithstanding any provision contained in the Agreement, neither Party will be liable to the other to the extent performance of any obligations (other than the payment of money) under the Agreement is delayed or prevented by an act of God (e.g., a natural disaster, earthquake, accident, pandemic, or epidemic) or another event outside of reasonable control of the Party seeking excuse of performance (e.g., acts of war, terrorism, government authority or by another third party outside the Party’s control).
12.15. Typographical Errors
In the event a Service is listed at an incorrect price on an Order Form due to a typographical error or error in pricing information received from our partners or suppliers, we will have the right to refuse or cancel any Order Form at the incorrect price. In such event, if you have already paid the incorrect price, we will promptly refund your payment.
12.16. English Language
It is the express wish of the Parties that this Agreement and all related documents be drawn up in English.
13. Definitions
“Agreement” means these terms (including, if applicable, the Tax Advisory Services Terms), the Order Form(s), including any scope(s) of work included or referenced in the Order Form(s), and all other terms and conditions agreed to in writing by you and us regarding the provision of the Services.
“Affiliate” means any entity that directly or indirectly Controls, is Controlled by, or is under common Control with a party.
“Authorized User" refers to an individual or entity that has been granted the right or permission to access, use, or manipulate certain services, software, or systems within defined parameters.
“CCPA” means (i) the California Consumer Privacy Act of 2018, Cal. Civ. Code § 1798.100 et seq, as amended from time to time including by the California Privacy Rights Act of 2020, and (ii) any regulations promulgated pursuant under, or to implement, the California Consumer Privacy Act of 2018, as amended.
“Control” means control of greater than 50% of the voting rights or equity interests of a party.
“Customer Data” means data provided by you or at your direction for the provision of the Services, and excerpts and reports of such data prepared as part of the Services for you. For the avoidance of doubt, industry knowledge, general inferences from Customer Data across customers (without identifying you), our Technology, Tools, and our workpapers are not Customer Data.
“Delegates” means employees, consultants, service providers, agents, and professional advisors of an entity or its Affiliates.
“including” means including, without limitation.
“Intellectual Property Rights” means rights recognized by any jurisdiction with respect to intellectual work product, such as patent rights (including priority rights), design rights, copyrights (including moral rights), mask work rights, trade secret rights, trademarks, service marks, know-how, and domain name rights.
“Legal Process” means an information disclosure made under law, governmental regulation, court order, subpoena, warrant, governmental regulatory or agency request, or other valid legal authority, legal procedure, government investigation, or similar process.
“Order Form” means (i) the ordering document that links to these terms or to a subset of these terms for specific Services (e.g., to the Tax Services Terms), and (ii) any other ordering document or workflow provided by us or on our behalf for ordering Services. Order Form expressly excludes any mutually agreed terms not in writing at the time of purchase.
“Party” means a party to the Agreement, unless the context clearly indicates otherwise (e.g., a third party).
“Doo Finance” means includes Doo Finance US Inc., a Delaware corporation, or any affiliate thereof.
“Services” means the back-office services listed on an Order Form and any other back-office services provided to Customer by us or on our behalf. Unless the context clearly indicates otherwise, “Services” includes our Technology, Tools, and Internal Software.
“Third-Party Service” means any product (e.g., Odoo), tool (e.g., integration or development tools), or service (e.g., implementation services) provided by a party other than us that is not acting on our behalf (a “Third-Party Provider”).
“VCDPA” means (i) the Virginia Consumer Data Protection Act of 2021, Code of Virginia § 59.1-575, as amended from time to time, and (ii) any regulations promulgated pursuant under, or to implement, the Virginia Consumer Data Protection Act, as amended.
“you” and “your” means the person or entity listed as Customer on an Order Form or, if no such person is listed, then the person or entity who accepts the Agreement when ordering Services. “You” shall include your Affiliates only with our prior written consent or if we knowingly and affirmatively provide Services to such Affiliates, and in such case the person or entity named on the Order Form represents that such person or entity is authorized to, and does, (a) bind your included Affiliates to the Agreement and (b) provide on behalf of your Affiliates all consents required by the Agreement. The named person or entity and all permitted and included Affiliates of yours shall be Parties to the Agreement and shall be jointly and severally liable under the Agreement.
