THESE STANDARD TERMS AND CONDITIONS (THESE “STANDARD TERMS”) ARE BETWEEN DOME SYSTEMS INC. (“DOME”) AND THE ENTITY IDENTIFIED AS “CUSTOMER” IN THE ORDER FORM OR, IF NO ORDER FORM IS ENTERED INTO, THE ORDER CONFIRMATION EMAIL, IN EITHER CASE, REFERENCING THESE STANDARD TERMS (THE “ORDER”). THESE STANDARD TERMS, THE ORDER, AND ANY OTHER TERMS INCORPORATED BY REFERENCE INTO THESE STANDARD TERMS OR THE ORDER (COLLECTIVELY, THE “AGREEMENT”) APPLY TO THE PROVISION OF ACCESS TO AND USE OF THE SERVICES (AS DEFINED BELOW) AND RELATED SERVICES. DOME AND CUSTOMER ARE EACH A “PARTY” AND, COLLECTIVELY, THE “PARTIES.” CAPITALIZED TERMS USED BUT NOT DEFINED IN THESE STANDARD TERMS WILL HAVE THE MEANINGS SET FORTH IN THE ORDER. ACCEPTANCE OF THESE STANDARD TERMS IS A CONDITION TO ACCESSING AND USING THE SERVICES.
The Parties agree as follows:
Overview. Subject to the terms and conditions of this Agreement, Dome will make available to Customer Dome’s monitoring and policy enforcement Services for agentic artificial intelligence tools (the “Services”). The Services are designed to enable Customer to define tools, data sources, and other services with which Agents may communicate or which Agents may otherwise invoke through the Services (including via Model Context Protocol gateways exposed to the Services by Customer) (the “Connected Services”) and to define policies and related settings (“Policies”) for the purpose of limiting the actions that agentic artificial intelligence technologies (“Agents”) may take in relation to those Connected Services with which they interact through the Services.
Services
Access Grant. During the Term, subject to Customer’s compliance with the terms of this Agreement, Customer may access and use (a) the web-based administrative interface of the Services (the “Administrative Interface”) and (b) the application programming interfaces managed by the Services and described in the then-current applicable documentation made available by Dome (such documentation, the “Documentation” and such application programming interfaces, the “APIs”), in each case of (a) and (b), solely for Customer’s internal business purposes.
Restricted Access. Customer may not share its or its personnel’s account access credentials for the Administrative Interface or any other feature of the Services (including any API keys or other Customer-specific identifiers) (collectively, “Access Credentials”) with any third party, and Customer will not make the Administrative Interface available to any person or entity other than employees or independent contractors of Customer that Customer authorizes to use the Services on Customer’s behalf (“Users”) using the mechanisms designated by Dome. Customer will ensure that each User keeps the Access Credentials confidential and does not share them with anyone else. Customer is responsible for Users’ compliance with this Agreement and all actions taken through Customer’s or its Users’ Access Credentials (excluding misuse of Access Credentials caused by Dome’s breach of this Agreement). Customer will promptly notify Dome if Customer becomes aware of any compromise of any Access Credentials. Dome may collect, access, use, disclose, transfer, transmit, store, host, or otherwise process (“Process”) Access Credentials in connection with Dome’s provision of the Services or for Dome’s internal business purposes.
Documentation. During the Term, subject to Customer’s compliance with the terms of the Agreement, Dome hereby grants to Customer a limited, non-exclusive, non-transferable (except as set forth in Section 16.1 (Assignment)), and non-sublicensable right and license to internally use the Documentation, solely in connection with Customer’s exercise of the rights granted in Section 2.1 (Access Grant).
Restrictions. Customer will not (and will not permit anyone else to), directly or indirectly, do any of the following: (a) provide, distribute, sell, or sublicense the Services (or access to the Services) to a third party (other than Users); (b) interact with the APIs other than in accordance with the Documentation; (c) use the Services to develop a similar or competing product or service; (d) reverse engineer, decompile, disassemble, or seek to access the source code or non-public APIs to the Services, except to the extent such a restriction is not permitted under applicable Laws (and then only with prior notice to Dome); (e) modify or create derivative works of the Services or copy any element of the Services; (f) remove or obscure any proprietary notices in the Services; (g) publish benchmarks or performance information about the Services; (h) interfere with the operation of the Services, circumvent any access restrictions, or conduct any security or vulnerability test of the Services; (i) transmit any viruses or other harmful materials to the Services; (j) use the Services to take any action that risks harm to others; (k) intentionally harm the security, availability, or integrity of the Services; or (l) access or use the Services in a manner that violates any relevant local, state, federal or international laws, regulations, caselaw, or conventions, including those related to recordings, data privacy or data transfer, international communications, or export of data (collectively, “Laws”). In addition, Customer will comply with any further restrictions relevant to the use of the Services including as set forth in the Documentation or that may be requested or required by a Dome third-party vendor or data provider, provided that Dome informs Customer in advance of such restrictions (which requirement may be satisfied by email or a notification displayed in the Administrative Interface).
Support. During the Term, Dome will use commercially reasonable efforts to provide the Services to Users. During the Term, Dome will provide technical support to Users for issues and questions arising from the operation of the Services in accordance with Dome’s then-current support practices (“Support”).
Data
Use of Customer Data. Customer acknowledges and agrees that use of the Services to impose Policies on Agents and to monitor Agent behavior requires the Customer to configure the Agents to route all Agent activity through the APIs in accordance with Documentation, and that this configuration requires Dome to access and log context associated with Agents, including data obtained by Agents from Connected Services (collectively, “Agent Data”) and to send instructions and context to Agents (“Instructions”). Customer hereby grants Dome a non-exclusive, worldwide, royalty-free, fully paid-up, irrevocable, non-sublicensable (except to contractors and service providers), non-transferable (except as set forth in Section 16.1 (Assignment)) right, during the Term, to use, copy, store, disclose, transmit, transfer, publicly display, modify, create derivative works from, aggregate, and Process the Agent Data and any other information or materials that Customer (including its Users) inputs or makes available to Dome, including through the Services, or that are imported from a Third-Party Platform (collectively, “Customer Data”) solely as necessary to: (a) provide the Services to Customer and otherwise perform its obligations set forth in this Agreement, including by exchanging data with Connected Services; (b) derive or generate Telemetry; (c) enforce Dome’s rights under this Agreement; or (d) comply with applicable Laws. Dome will Process the Customer Data in accordance with the data processing addendum available at domesystems.ai/dpa.
Telemetry. “Telemetry” means information related to or generated from Customer’s and Users’ use of the Services, in each case that is used by Dome in an aggregated or deidentified manner, including to compile statistical and performance information related to the provision and operation of the Services and including, without limitation, information such as technical logs, data, metrics, and learnings about use of the Services. Dome may retain and Process Telemetry without restriction during and after the Term for Dome’s business purposes, including to improve the Services or Dome’s other products and services.
Feedback. To the extent Customer provides Dome with feedback (including suggestions and comments for enhancements or functionality) regarding the Services, or Dome’s products, services, or other technology (“Feedback”), Customer hereby grants Dome the full and unrestricted right to use and exploit the Feedback or to incorporate Feedback into any of its products, services, technology, or other materials.
Retention of Rights. Neither Party grants the other any rights or licenses not expressly set out in this Agreement. Without limiting the foregoing, except for the limited licenses granted in this Agreement, (a) Customer retains all of its rights in and to the Customer Data, and (b) Dome and its licensors retain all of their rights in and to the Services, Documentation, Telemetry, and Dome technology, templates, formats, and dashboards, including any modifications or improvements to these items made by Dome.
Customer Responsibilities. Customer is solely responsible for (a) its Customer Data, including the content and accuracy of such data; (b) the actions and tasks performed by the Services (including any Agent) and the results and consequences of those actions and tasks; (c) determining whether the Services are appropriate to a given use case; (d) determining where human review of Agents’ activities is appropriate, and (e) exercising judgment and supervision of Agents at all times. Customer represents and warrants to Dome that: (a) it has sufficient rights to grant the rights and licenses set forth herein (including the right to connect to, and exchange data with, the Connected Services) and it has made all disclosures, provided all notices, and has obtained all rights, consents, and permissions necessary for Dome to Process Customer Data without violating applicable Laws, terms, or policies, and without infringing third-party rights, in each case that apply to the Customer Data and (b) it will comply with all applicable Laws and regulations in connection with its use of the Services. Customer is solely responsible for providing and maintaining any software, technology, or third-party relationships necessary to enable interconnection between the Services and Third-Party Platforms (including the Connected Services). Customer shall ensure that all of its employees and contractors abide by the terms of this Agreement and any act or omission of an employee or contractor that, if undertaken by Customer, would be a breach of this Agreement shall be deemed a breach of this Agreement by Customer. Customer acknowledges and agrees that, when Agents perform operations through the Services, the Services may send Instructions to Agents. While Dome has designed the Services for the purpose of sending Instructions to Agents that enforce Policies, Customer understands that these Instructions may be inaccurate or incomplete, or that Agents may act or fail to act on Instructions in unpredictable or unintended ways, and Customer is solely responsible for any acts or omissions of Agents, including acts and omissions occurring through the Services or related to the Connected Services.
Suspension of Service. Dome may immediately suspend Customer’s access to any or all of the Services if: (a) Customer breaches Section 2.4 (Restrictions) or Section 5 (Customer Responsibilities); (b) any payments required under this Agreement are overdue by 30 days or more; (c) changes to Laws or new Laws require that Dome suspend the Services or otherwise may impose additional liability on the part of Dome; or (d) Customer’s actions risk harm to Dome, any of Dome’s other customers, suppliers, or licensors, or the security, availability, or integrity of any of the Services. Where practicable, Dome will use reasonable efforts to provide Customer with prior notice of the suspension (email sufficing).
Third-Party Platforms. In addition to integrations with Connected Services, the Services may support integration with other third-party platforms, add-ons, services, models, or products not provided by Dome (collectively, including the Connected Services, “Third-Party Platforms”). Use of any Third-Party Platform integrated with or made available through the Services is subject to Customer’s agreement with the relevant provider and not this Agreement. Dome does not control and has no liability for Third-Party Platforms, including their security, functionality, operation, availability, or interoperability with the Services or how the Third-Party Platforms or their providers use Customer Data. By enabling a Third-Party Platform to interact with the Services, Customer authorizes Dome to access and exchange Customer Data with such Third-Party Platform on Customer’s behalf. To the extent an integration with a Third-Party Platform requires that Dome use Customer’s access credentials for such Third-Party Platform, Customer: (a) agrees to provide such credentials, (b) represents and warrants that Customer has all necessary rights to provide such credentials, and (c) authorizes Dome to use such credentials on Customer’s behalf in connection with the provision of the Services. Customer authorizes the Services and Agents to interconnect with Third-Party Platforms (including Connected Services) and any data, applications, or systems accessible in connection therewith.
Fees and Taxes
Fees. Unless otherwise set forth in an Order, Customer will pay the fees for the Services (“Fees”) set forth on the Company’s pricing page located at domesystems.ai/pricing (“Pricing Page”). All Fees will be paid in U.S. dollars unless otherwise provided on the Pricing Page. Fees are invoiced as described on the Pricing Page. If Dome invoices Customer for Fees due under this Agreement, unless the applicable Order or the Pricing Page states otherwise, all Fees are due within 30 days of the invoice date. Late payments are subject to a service charge of 1.5% per month or the maximum amount allowed by Laws, whichever is less. All Fees are non-refundable except as set forth in Section 9.2(a) (Services Warranty) and Section 12.4 (Mitigation).
Taxes. Customer is responsible for any sales, use, GST, value-added, withholding, or similar taxes or levies that apply to Customer’s use of the Services or any Fees due under this Agreement, whether domestic or foreign, other than Dome’s income tax (“Taxes”). Fees are exclusive of all Taxes.
Payment Processing. Customer represents and warrants to Dome that any information about its payment instruments and/or bank accounts is true and that it is authorized to use the payment instrument and/or bank account, as applicable. If Dome uses a third-party payment processor, Customer authorizes Dome to share Customer’s payment and other transaction information related to its use of the payment processing services provided by the payment processor. Customer authorizes the payment processor to store and automatically continue billing its specified payment method in accordance with the Order, even after such payment method has expired, to avoid interruptions in payment for Customer’s access and use of the Services, without need for further approval. Dome may replace the payment processor at any time and will notify Customer of any such change. Upon making any such change, this paragraph will be deemed modified to refer to such new processor designated by Dome. Dome assumes no liability or responsibility for any payments made through the payment processor. The payment processing services may be subject to additional terms with that payment processor. By agreeing to this Agreement, Customer agrees to be bound by the payment processor’s additional terms, as may be modified by the payment processor from time to time.
Warranties and Disclaimers
Mutual Warranties. Each Party represents, warrants, and covenants to the other Party that: (a) it is duly organized, validly existing, and in good standing in the jurisdiction of its incorporation; (b) the execution and delivery of this Agreement by such Party and the transactions contemplated hereby have been duly and validly authorized by all necessary action on the part of such Party; (c) this Agreement constitutes a valid and binding obligation of such Party that is enforceable in accordance with its terms; and (d) the entering into and performance of this Agreement by such Party does not and will not violate, conflict with, or result in a material default under any other agreement or obligation by which such Party is or may become subject or bound.
Dome Warranty
Services Warranty. Dome warrants to Customer that, during the Term, the Services will perform materially as described in the Documentation (the “Services Warranty”). If Dome breaches the Services Warranty and Customer, within 30 days of discovering the breach of the Services Warranty, submits to Dome a written warranty claim identifying in reasonable detail the nature of the breach, then Dome will use reasonable efforts to correct the breach and cause the Services Warranty to be satisfied. If Dome cannot do so within 30 days after receipt of a warranty claim that satisfies the requirements of the immediately foregoing sentence, either Party may terminate the Agreement. Dome will then refund to Customer any pre-paid, unused Fees for the terminated portion of the Term. This Section sets forth Customer’s exclusive remedy and Dome’s entire liability for breach of the Services Warranty.
Exceptions. Notwithstanding anything to the contrary, the representations and warranties set forth in Section 9.2(a) (Services Warranty) do not apply to: (a) issues caused by Customer Data; (b) issues caused by Customer’s or Users’ misuse of or unauthorized modifications to the Services; (c) issues in or caused by Third-Party Platforms or other third-party systems (including Customer’s systems); (d) use of the Services other than in accordance with the Documentation; or (e) Free Subscriptions (as described in Section 14) or other free or evaluation use of the Services.
Disclaimers. Customer understands and agrees that (a) the Services may fail to enforce Policies or may interfere with the intended behavior or functionality of Agents; and (b) logs, audit trails, and other information recorded by the Services may not be accurate or complete. EXCEPT AS EXPRESSLY PROVIDED IN SECTIONS 9.1 (MUTUAL WARRANTIES) AND 9.2(a) (SERVICES WARRANTY), THE SERVICES, ANY SUPPORT, OUTPUT GENERATED FROM THE SERVICES, AND ALL OTHER DOME SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE.” DOME, ON ITS OWN BEHALF AND ON BEHALF OF ITS SUPPLIERS AND LICENSORS, MAKES NO OTHER WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, OR NONINFRINGEMENT. DOME DOES NOT WARRANT THAT CUSTOMER’S USE OF THE SERVICES OR ANY OUTPUT FROM THE SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE OR THAT IT WILL REVIEW CUSTOMER DATA FOR ACCURACY, OR THAT IT WILL MAINTAIN CUSTOMER DATA WITHOUT LOSS. DOME IS NOT LIABLE FOR DELAYS, FAILURES, OR PROBLEMS INHERENT IN USE OF THE INTERNET, ELECTRONIC COMMUNICATIONS, TELECOMMUNICATION NETWORKS, OR OTHER SYSTEMS OUTSIDE DOME’S CONTROL, INCLUDING THIRD-PARTY PLATFORMS AND CUSTOMER’S SYSTEMS. CUSTOMER MAY HAVE OTHER STATUTORY RIGHTS, BUT ANY STATUTORILY REQUIRED WARRANTIES WILL BE LIMITED TO THE SHORTEST LEGALLY PERMITTED PERIOD.
Term and Termination
Term. The term of this Agreement begins on the effective date set forth in the Order (the “Effective Date”) and continues for the initial term specified in the Order (the “Initial Term”), and will automatically renew for additional successive renewal terms having the length set forth in the Order (each renewal term, an “Renewal Term”), unless either Party gives the other Party notice of non-renewal at least 30 days before the start of the next Renewal Term. If no Renewal Term is specified in the Order, then this Agreement will expire at the conclusion of the Initial Term. The Initial Term and all Renewal Terms are, collectively, the “Term.”
Termination. Either Party may terminate this Agreement (including the Order) immediately upon written notice if the other Party: (a) fails to cure a material breach of this Agreement (including, where Customer is the breaching Party, a failure to pay Fees) within 30 days after notice; (b) ceases operation without a successor; or (c) seeks protection under a bankruptcy, receivership, trust deed, creditors’ arrangement, composition, or comparable proceeding, or if such a proceeding is instituted against that Party and not dismissed within 60 days.
Effect of Termination. Upon expiration or termination of this Agreement: (a) Customer’s rights to access, and Dome’s obligations to provide, the Services will cease; (b) Customer will promptly pay to Dome all Fees or other amounts that have accrued prior to the effective date of such expiration or earlier termination; and (c) each Party will promptly return or delete Confidential Information of the other Party, provided that Dome may retain copies of Customer Data and other Confidential Information of Customer (i) as expressly agreed upon by the Parties, (ii) as necessary to comply with Laws, and (iii) to the extent contained in standard backups, subject to this Agreement’s confidentiality provisions.
Survival. These Sections survive expiration or termination of this Agreement: 2.4 (Restrictions), 4 (Data), 5 (Customer Responsibilities), 8 (Fees and Taxes), 9.3 (Disclaimers), 10.3 (Effect of Termination), 10.4 (Survival), 11 (Limitations of Liability), 12 (Indemnification), 13 (Confidentiality), 14 (Free Subscriptions), 15 (Publicity), and 16 (General Terms), and any other sections that, by their express terms, should survive such expiration or termination. Except where an exclusive remedy is provided in this Agreement, exercising a remedy under this Agreement, including termination, does not limit other remedies a Party may have.
Limitations of Liability
Consequential Damages Waiver. EXCEPT FOR LIABILITY ARISING FROM EXCLUDED CLAIMS, NEITHER PARTY (NOR ITS SUPPLIERS OR LICENSORS) WILL HAVE ANY LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT FOR ANY LOSS OF USE, LOST DATA, LOST PROFITS, FAILURE OF SECURITY MECHANISMS, INTERRUPTION OF BUSINESS, OR ANY INDIRECT, SPECIAL, INCIDENTAL, RELIANCE, OR CONSEQUENTIAL DAMAGES OF ANY KIND, EVEN IF INFORMED OF THEIR POSSIBILITY IN ADVANCE.
Liability Cap. EXCEPT FOR LIABILITY ARISING FROM EXCLUDED CLAIMS, EACH PARTY’S (AND ITS SUPPLIERS’ AND LICENSORS’) ENTIRE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT WILL NOT EXCEED IN AGGREGATE THE AMOUNTS PAID OR PAYABLE BY CUSTOMER TO DOME PURSUANT TO THIS AGREEMENT DURING THE 12 MONTHS PRIOR TO THE DATE ON WHICH THE APPLICABLE CLAIM GIVING RISE TO THE LIABILITY AROSE UNDER THIS AGREEMENT.
Excluded Claims. “Excluded Claims” means: (a) claims for unpaid Fees owed to Dome under the Agreement; (b) Customer’s breach of Sections 2.4 (Restrictions) or 5 (Customer Responsibilities); and (c) either Party’s indemnification obligations under Section 12 (Indemnification).
Nature of Claims and Failure of Essential Purpose. The waivers and limitations in this Section 11 apply regardless of the form of action, whether in contract, tort (including negligence), strict liability, or otherwise and will survive and apply even if any limited remedy in this Agreement fails of its essential purpose.
Indemnification
Indemnification by Dome. Dome will either defend Customer from or settle any claim, proceeding, or suit (“Claim”) brought by a third party against Customer alleging that the Services, when used by Customer in accordance with this Agreement, infringe or misappropriate a third party’s U.S. patent, copyright, trademark, or trade secret (a “Dome Indemnified Claim”), and Dome will indemnify and hold harmless Customer against any expenses, liabilities, damages and costs of any kind (including attorneys’ fees) resulting from any Dome Indemnified Claim.
Indemnification by Customer. Customer will, at Dome’s request, defend Dome from or settle any Claim brought by a third party against Dome: (a) alleging facts that, if true, would result in Customer’s breach of Section 5 (Customer Responsibilities); (b) related to the acts or omissions of Agents; or (c) arising out of Customer’s gross negligence or willful misconduct (collectively, (a) through (c), a “Customer Indemnified Claim”), and Customer will indemnify and hold harmless Dome against any expenses, liabilities, damages and costs of any kind (including attorneys’ fees) resulting from any Customer Indemnified Claim.
Procedures. The indemnifying Party’s obligations in this Section 12 are subject to it receiving: (a) prompt written notice of the Claim (provided that failure to provide such notice promptly shall not relieve the indemnifying Party of its obligations unless such failure materially prejudices the indemnifying Party); (b) the exclusive right to control and direct the investigation, defense, and settlement of the Claim; and (c) all reasonably necessary cooperation of the indemnified Party, at the indemnifying Party’s expense for reasonable out-of-pocket costs. The indemnifying Party may not settle any Claim without the indemnified Party’s prior consent if settlement would require the indemnified Party to take or refrain from taking any action (other than relating to use of the Services, when Dome is the indemnifying Party).
Mitigation. In response to an actual or potential Claim relating to infringement, misappropriation, or violation of intellectual property rights, if required by settlement or injunction or as Dome determines necessary to avoid material liability, Dome may at its option: (a) procure rights for Customer’s continued use of the Services; (b) replace or modify the allegedly infringing portion of the Services to avoid infringement or misappropriation without reducing the overall functionality of the Services; or (c) terminate this Agreement and refund to Customer any pre-paid, unused Fees for the terminated portion of the Term.
Exceptions. Dome’s obligations in this Section 12 do not apply: (a) to infringement or misappropriation resulting from Customer’s modification of the Services or use of the Services in combination with items not provided by Dome (including Third-Party Platforms or Customer Data); (b) to unauthorized use of the Services; (c) if Customer settles or makes any admissions about a Claim without Dome’s prior consent; or (d) to Free Subscriptions or other free or evaluation use.
Exclusive Remedy. THIS SECTION 12 SETS OUT CUSTOMER’S EXCLUSIVE REMEDY AND DOME’S ENTIRE LIABILITY REGARDING INFRINGEMENT OR MISAPPROPRIATION OF THIRD-PARTY INTELLECTUAL PROPERTY RIGHTS.
Confidentiality
Definition. “Confidential Information” means information disclosed to the receiving Party (“Recipient”) under this Agreement that is designated by the disclosing Party (“Discloser”) as proprietary or confidential or that should be reasonably understood to be proprietary or confidential due to its nature and the circumstances of its disclosure. Dome’s Confidential Information includes the terms and conditions of this Agreement and the Services (including any technical or performance information about the Services).
Obligations. As Recipient, each Party will: (a) hold Confidential Information in confidence and implement reasonable measures to prevent its disclosure to third parties except as permitted in this Agreement, including Section 4.1 (Use of Customer Data); and (b) only use Confidential Information to fulfill its obligations and exercise its rights under this Agreement. Recipient may disclose Confidential Information to its employees, agents, contractors, and other representatives having a legitimate need to know (including, for Dome, the subcontractors referenced in Section 16.8) (collectively, “Representatives”), provided Recipient remains responsible for their compliance with this Section 13 and such Representatives are bound by written agreements (or, in the case of professional advisers like attorneys and accountants, ethical duties) imposing confidentiality and non-use obligations no less protective than this Section 13. Notwithstanding anything to the contrary, nothing in this Agreement will restrict Dome’s use and exploitation of ideas, concepts, know-how, skills, techniques and other information which in each case are of a general nature. The foregoing will not, however, operate to grant Dome any rights under any patents or copyrights of Customer.
Exclusions. These confidentiality obligations do not apply to information that Recipient can document: (a) is or becomes public knowledge through no fault of the Recipient or its Representatives; (b) it rightfully knew or possessed prior to receipt under this Agreement; (c) it rightfully received from a third party without breach of confidentiality obligations; or (d) it independently developed without using or referencing Confidential Information.
Remedies. Unauthorized use or disclosure of Confidential Information may cause substantial harm for which damages alone are an insufficient remedy. Discloser may seek appropriate equitable relief, in addition to other available remedies, for breach or threatened breach of this Section 13, without necessity of posting a bond or proving actual damages.
Required Disclosures. Nothing in this Agreement prohibits Recipient from making disclosures, including of Customer Data and other Confidential Information, if required by Laws, subpoena, or court order, provided (if permitted by Laws) it notifies Discloser in advance and reasonably cooperates in any effort to obtain confidential treatment.
Free Subscriptions. If Customer receives access to the Services or features thereof at no cost or on any trial, alpha, beta, or early access basis (a “Free Subscription”), use is permitted only for Customer’s internal evaluation during the period designated by Dome (or if not designated, 30 days). Any Free Subscription is optional and either Party may terminate a Free Subscription at any time for any reason. The Services offered under a Free Subscription may be inoperable, incomplete, or include features that Dome may never release, and their features and performance information are Dome’s Confidential Information. NOTWITHSTANDING ANYTHING ELSE IN THIS AGREEMENT, DOME PROVIDES NO WARRANTY, INDEMNITY, OR SUPPORT FOR A FREE SUBSCRIPTION, AND ITS LIABILITY FOR A FREE SUBSCRIPTION WILL NOT EXCEED $50 USD.
Publicity. Nothing in this Agreement grants either Party the right to use the name, brand, or logo of the other Party, and neither Party may publicly announce that the Parties have entered into the Agreement, except with the other Party’s prior consent or as required by Laws.
General Terms
Assignment. Neither Party may assign this Agreement without the prior consent of the other Party, except that either Party may assign this Agreement in connection with a merger, reorganization, acquisition, or other transfer of all or substantially all its voting securities or assets to which this Agreement relates to the other party involved in such transaction. Any non-permitted assignment is void. This Agreement will bind and inure to the benefit of each Party’s permitted successors and assigns.
Governing Law, Jurisdiction and Venue. This Agreement is governed by the laws of the State of California and the United States without regard to conflicts of laws provisions that would result in the application of the laws of another jurisdiction and without regard to the United Nations Convention on the International Sale of Goods. The jurisdiction and venue for actions related to this Agreement will be the state and United States federal courts having jurisdiction over City and County of San Francisco, California and both Parties submit to the personal jurisdiction of those courts.
Notices. Except as set out in this Agreement, any notice or consent under this Agreement must be in writing and sent to 901 Marshall Street, Suite 150, Redwood City, CA 94063 or support@domesystems.ai if to Dome or to the address or email address specified on the applicable Order if to Customer, and will be deemed given: (a) upon receipt if by personal delivery; (b) upon receipt if by certified or registered U.S. mail (return receipt requested); (c) one day after dispatch if by a commercial overnight delivery service; or (d) upon the earlier of the receipt of a confirmation email or one day after sending if by email. Either Party may update its address with notice to the other Party pursuant to this Section. Dome may also send operational notices to Customer by email or through the Services.
Entire Agreement. This Agreement, including the Order and other attachments referenced herein, is the Parties’ entire agreement regarding its subject matter and supersedes any prior or contemporaneous agreements regarding its subject matter. In this Agreement, headings are for convenience only and “including” and similar terms are to be construed without limitation. The Order may be executed in counterparts (including electronic copies and PDFs), each of which is deemed an original and which together form one and the same agreement.
Amendments. Except as otherwise expressly set forth in this Agreement, any amendments, modifications, or supplements to this Agreement must be in writing and signed by each Party’s authorized representatives or, as appropriate, agreed through electronic means provided by Dome. The terms in any Customer purchase order or business form will not amend or modify this Agreement and are expressly rejected by Dome; any of these Customer documents are for administrative purposes only and have no legal effect. Notwithstanding the foregoing, Dome may from time to time notify Customer of updates to this Agreement (including by displaying a notification on the Services). Such updated version of this Agreement will become effective on a going forward basis at the start of the first Renewal Term occurring at least 90 days after the date on which Dome provided such notice to Customer.
Waivers and Severability. Waivers must be signed by the waiving Party’s authorized representative and cannot be implied from conduct. If any provision of the Agreement is held invalid, illegal, or unenforceable, such invalidity will not affect the remainder of the Agreement, and the invalid, illegal, or unenforceable provision will be replaced by a valid provision that has as near as possible an effect to that of the invalid, illegal, or unenforceable provision as is reasonably practicable without such replacement provision risking similar invalidity, illegality, or unenforceability.
Force Majeure. Neither Party is liable for any delay or failure to perform any obligation under this Agreement (except for a failure to pay Fees) due to events beyond its reasonable control, such as a strike, blockade, war, pandemic, act of terrorism, riot, Internet or utility failures, electrical failures, telephone communication system failures, change in Laws, refusal of government license, or natural disaster.
Subcontractors. Dome may use subcontractors and permit them to exercise Dome’s rights, but Dome remains responsible for their compliance with this Agreement and for its overall performance under this Agreement.
Independent Contractors. The Parties are independent contractors, not agents, partners, or joint venturers.
Export. Customer will comply with all relevant U.S. and foreign export and import Laws in using the Services. Customer: (a) represents and warrants that it is not listed on any U.S. government list of prohibited or restricted parties or located in (or a national of) a country that is subject to a U.S. government embargo or that has been designated by the U.S. government as a “terrorist supporting” country; (b) agrees not to access or use the Services in violation of any U.S. export embargo, prohibition, or restriction; and (c) will not submit to the Services any information controlled under the U.S. International Traffic in Arms Regulations.
Government End-Users. Elements of the Services may include commercial computer software. If Customer or any Users are an agency, department, or other entity of the United States Government, the use, duplication, reproduction, release, modification, disclosure, or transfer of the Services or any related documentation of any kind, including technical data and manuals, is restricted by the terms of the Agreement in accordance with Federal Acquisition Regulation 12.212 for civilian purposes and Defense Federal Acquisition Regulation Supplement 227.7202 for military purposes. The Services were developed fully at private expense. All other use is prohibited.
Conflicts in Interpretation. In the event of any inconsistencies or conflicts between these Standard Terms and Conditions and the Order, the Order will govern.
