Service Level Agreement (SLA)

Please read these site terms carefully. By accessing or using this service, you (subscriber) agree to be bound by the terms and conditions described herein and all terms, policies, guidelines, and disclosures incorporated by reference. If you register for services, you shall also be bound by the terms of this agreement. If you do not agree to all of these terms, do not use this service.

These site terms govern your access to, and use of, the Document Compliance Network site located at https://dcn.documentcompliance.com (the site) and associated services (the service), which are owned by Document Compliance Network, Inc. (Document Compliance Network). These site terms do not alter in any way the terms or conditions of any written agreement you may have with Document Compliance Network, or its subsidiaries or affiliates, for products, services, or otherwise. If you are using the site/service on behalf of any entity, you represent and warrant that you are authorized to accept these site terms on such entity’s behalf.

Document Compliance Network reserves the right to change these site terms at any time and in its sole discretion. Any changes or modifications will be effective immediately upon posting of the revisions on the site. Your continued use of this site following the posting of its changes will constitute your acceptance of such changes. If you don’t agree to the amended terms, you must stop using the site. You warrant and attest that you are at least eighteen (18) years of age.

All questions or comments about the site or its contents should be directed to ops@documentcompliance.com.

1. Definitions

• “Agreement” refers to this Agreement, including any amendments, appendices, or exhibits hereto.

• “Service” means the software and related services provided by DCN, hosted on the Microsoft Azure cloud platform.

• “Subscriber” refers to the entity identified as such in this Agreement, who has subscribed to the Service.

• “User” means any individual authorized by the Subscriber to access and use the Service.

• “Uptime” refers to the percentage of time the Service is available and accessible to the Subscriber, measured on a monthly basis.

• “Support Request” means any request made by the Subscriber for technical support or assistance with the Service.

2.Copyright and Limited License

Unless otherwise indicated, the site and the service, including, without limitation, the Document Compliance Network logo, and all designs, text, graphics, pictures, information, data, software, sound files, other files and the selection and arrangement thereof (collectively, the materials) are the property of Document Compliance Network and its licensors and are protected by U.S. and international copyright laws.

You are granted a limited, non-sublicensable license to access and use the site/service. Such license is subject to these site terms and does not include or authorize:

• Any resale or commercial use of the site/service or the materials therein;

• The distribution, public performance, or public display of any materials;

• Modifying or otherwise making any derivative uses of the site/service or the materials, or any portion thereof;

• Use of automated means, including spiders, robots, crawlers, data mining tools, or the like to download data from the site/service;
• Downloading (other than page caching) of any portion of the site/service, the materials, or any information contained therein, except as expressly permitted;

• Any attempt to gain unauthorized access to Document Compliance Network’s computer systems or engage in any activity that disrupts, diminishes the quality of, interferes with the performance of, or impairs the functionality of the site/service;

• Any use of the site/service or the materials other than for their intended purpose;

• Use of any portion of the site/service or the materials as a destination linked from any unsolicited bulk messages or unsolicited commercial messages;

• Any use of the site/service or the materials other than for their intended purpose;

• Copying, modifying, creating a derivative work of, reverse engineering, decompiling, or otherwise attempting to extract the source code of any software or any part thereof, unless this is expressly permitted or required by law, or unless you have been specifically told that you may do so by Document Compliance Network, in writing.

Any use of the site/service or the materials other than as specifically authorized herein, without the prior written permission of Document Compliance Network, is strictly prohibited and will terminate the license granted herein. Such unauthorized use may also violate applicable laws including without limitation copyright and trademark laws and applicable communications regulations and statutes. Unless explicitly stated herein, nothing in these site terms shall be construed as conferring any license to intellectual property rights, whether by estoppel, implication, or otherwise. This license is revocable at any time for any reason by Document Compliance Network.

3. Hyperlinks

You are granted a limited, non-exclusive right to create a text hyperlink to the site, provided such link does not portray Document Compliance Network, any of its products or services, in a false, misleading, derogatory, or otherwise defamatory manner and provided further that the linking site does not contain any adult or illegal material or any material that is offensive, harassing, or otherwise objectionable. This limited right may be revoked at any time. You may use a Document Compliance Network logo or other proprietary graphic to

link to this site without the express written permission of Document Compliance Network as long as the manner of your use is not objectionable to Document Compliance Network. In the event that Document Compliance Network objects to your use of the Document Compliance Network logo or other proprietary graphic, you agree to cease using them. Further, you may not use, frame, or utilize framing techniques to enclose any Document Compliance Network trademark, logo, or other proprietary information, including the images found at the site, the content of any text, or the layout/design of any page or form contained on a page on the site/service without Document Compliance Network’s express written consent. Except as noted above, you are not conveyed any right or license by implication, estoppel, or otherwise in or under any patent, trademark, copyright, or proprietary right of Document Compliance Network or any third party.

4.Customer Content

Document Compliance Network allows subscribers to post documents and solicit the posting of documents to the site/service. Unless given access to a Subscriber’s data by said Subscriber, Document Compliance Network has no access to said Subscriber’s data.

Unless otherwise explicitly indicated, Document Compliance Network does not investigate, monitor, or vouch for the authenticity or accuracy of such documents and can make no guarantee as to their accuracy or completeness. Document Compliance Network does not represent or warrant the accuracy of any information contained therein and undertakes no responsibility to update or review any customer documents. Users rely upon such documents at their own risk.

5. Digital Millennium Copyright Act

Document Compliance Network respects the intellectual property rights of others and expects users of the site/service to do the same. We will respond to notices of alleged copyright infringement that comply with applicable law and are properly provided to us. If you believe that your content has been copied in a way that constitutes copyright infringement, please provide us with the following information:

• A physical or electronic signature of the copyright owner or a person authorized to act on their behalf;

• Identification of the copyrighted work claimed to have been infringed;

• Identification of the material that is claimed to be infringing or to be the subject of infringing activity and that is to be removed or access to which is to be disabled, and information reasonably sufficient to permit us to locate the material;

• Your contact information, including your address, telephone number, and an email address;

• A statement by you that you have a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law; and

• A statement that the information in the notification is accurate, and, under penalty of perjury, that you are authorized to act on behalf of the copyright owner.

We reserve the right to remove content alleged to be infringing without prior notice and at our sole discretion. Our designated copyright agent for notice of alleged copyright infringement appearing on the site/service is:

Document Compliance Network, Inc.
Attn: Privacy Policy
PO Box 91
Port Salerno, FL 34992503-570-2871
ops@documentcompliance.com

6.Trademarks

Document Compliance Network, the Document Compliance Network logo are trademarks of Document Compliance Network, Inc. and any other product or service name or slogan displayed on the site/service are trademarks of Document Compliance Network or its customers, and may not be copied, imitated, or used, in whole or in part, without the prior written permission of Document Compliance Network or the applicable trademark holder. You may not use any metatags or any other hidden text utilizing Document Compliance Network or any other name, trademark, or product or service name of Document Compliance Network without our prior written permission. In addition, the look and feel of the site/service, including all page headers, custom graphics, button icons, and scripts, is the service mark, trademark, and/or trade dress of Document Compliance Network and may not be copied, imitated, or used, in whole or in part, without our prior written permission.

7. Disclaimers and Acknowledgements Regarding Use of Site/Service

The site/service and the materials are provided on an “as is” and “as available” basis without warranties of any kind, either express or implied. Document Compliance Network disclaims all warranties, express or implied, including, without limitation, implied warranties of merchantability, fitness for a particular purpose, title, and non-infringement. Document Compliance Network does not represent or warrant that the site/service will function properly or that the materials, including the information available in or on the site/service, are accurate, complete, reliable, current, or error-free. Document Compliance Network does not represent or warrant that the site or its servers are free of viruses or other harmful components. Document Compliance Network is not responsible for failures of the site/service or errors or omissions in any information or materials contained on the site. While Document Compliance Network attempts to make your access and use of the site safe, Document Compliance Network cannot and does not represent or warrant that the site or its server(s), or any content or materials, are free of viruses or other harmful components; therefore, you should use industry-recognized software to detect and neutralize viruses, spyware, malware, and other harmful or otherwise undesirable components from any download.

Document Compliance Network reserves the right to change any functionality of services offered through the site at any time without notice.

8.Service Availability and Uptime 

• Uptime Commitment: DCN shall use commercially reasonable efforts to ensure that the Service is available with an uptime of at least 99.5% during each calendar month, excluding scheduled maintenance, force majeure events, events completely outside the control of Document Compliance Network, or any downtime attributable to the Subscriber’s actions or inactions.

• Scheduled Maintenance: Any system maintenance shall be conducted between the hours of 5:00pm on a Friday to 12:00am Sunday. If any maintenance needs to be conducted outside of those hours we will give 72 hours notice.
• Downtime: Downtime shall be measured from the time a service disruption is reported by the Subscriber until the Service is restored to full operational status. If the Service uptime falls below 99.5% in any given month, the Subscriber shall be entitled to a service credit equivalent to 5% of the monthly Service fee for each hour of downtime, up to a maximum of 50% of the monthly Service fee.
  
  

9. Service Response Times

• Support Hours: DCN provides customer support during standard business hours, Monday through Friday, excluding public holidays.

• Response Times:

• Critical Issues (P1): Issues causing complete system outage or severe impact on the Subscriber’s ability to use the Service. Initial response within one (1) hour, with continuous efforts until resolution.

• High-Priority Issues (P2): Issues causing significant impact but not a complete outage. Initial response within two (2) hours, with updates provided every four (4) hours until resolution.

• Medium-Priority Issues (P3): Issues with moderate impact, such as degraded performance. Initial response within four (4) hours, with updates provided daily until resolution.

• Low-Priority Issues (P4): Minor issues or general inquiries. Initial response within one (1) business day, with resolution within five (5) business days.

10. Data Protection and Security

• Encryption: All data uploaded to the Service is encrypted using industry-standard. This ensures that all Subscriber data is protected during transmission and while at rest.

• Access Controls: Access to the Service is controlled by the Subscriber. DCN customer success personnel are granted access for support or troubleshooting purposes only with the Subscriber’s explicit permissions settings allowing subscribers to authorize access or withdraw access to customer service personnel.

• Data Privacy: DCN shall not share, disclose, or sell the Subscriber’s data to any third parties. All data is retained solely within the Service environment and is not used for any purposes other than to provide and support the Service.

11. Subscriber Responsibilities

• Initial Setup: The Subscriber is responsible for the initial setup and configuration of the Service. DCN shall provide guidance and unlimited customer support during the setup process at no additional charge.

• Ongoing Maintenance: While the Service itself does not require continuous maintenance, the Subscriber is responsible for maintaining their specific databases (e.g., vendors, products, documents) as needed. DCN shall provide support to ensure these tasks are completed effectively.

12.Integration Services

• ERP Integration: DCN offers integration capabilities with the Subscriber’s existing Enterprise Resource Planning (ERP) systems via an import/export feature. This feature facilitates seamless data exchange and prevents the creation of duplicate entries, thereby maintaining data integrity. DCN can provide this service at a one-time cost of $150 per hour.

• API Integration: If the Subscriber requires direct API integration, DCN can provide this service at a one-time cost of $150 per hour. The Subscriber acknowledges that most integration needs are met through the standard import/export feature and that direct API integration may not be necessary.

13. Confidentiality and Data Ownership

• Confidentiality: Both parties agree to keep confidential all proprietary information, trade secrets, and other sensitive data disclosed during the course of this Agreement. Such information shall not be disclosed to any third parties without the express written consent of the disclosing party, except as required by law.

• Data Ownership: The Subscriber retains full ownership of all data stored within the Service. DCN acknowledges that the Subscriber’s data is its exclusive property and agrees not to use such data for any purpose other than providing the Service.

14.Fees and Payment Terms

• Service Fees: The Subscriber shall pay the fees for the Service as outlined in the applicable Service Agreement or Purchase Order. All fees are due and payable within thirty (30) days of the invoice date unless otherwise specified in writing.

• Additional Costs: DCN guarantees that there are no hidden costs associated with the Service. Any additional services, including direct API integration or other custom development work, shall be billed at the agreed-upon hourly rate.

15.Termination and Suspension

• Termination for Cause: Either party may terminate this Agreement for cause if the other party materially breaches any of its obligations under this Agreement and fails to cure such breach within thirty (30) days after receiving written notice thereof.

• Termination for Convenience: The Subscriber may terminate this Agreement for convenience upon thirty (30) days’ written notice. In such event, the Subscriber shall remain liable for all fees and charges accrued up to the effective date of termination. There will be no refund for fees paid prior to termination. Subscriptions are annual. Monthly billing is offered as a convenience, however, should a cancellation occur prior to the annual renewal date, the subscriber remains liable for the remainder of the annual cost.

• Suspension of Service: DCN reserves the right to suspend the Service in the event of a security breach, compliance issue, or any other situation where continued operation of the Service could cause harm to the Subscriber, DCN, or any third party. DCN shall provide notice of any such suspension as soon as reasonably practicable.

16. Limitations of Liability

In no event shall Document Compliance Network or any of its corporate affiliates, independent contractors, service providers, or consultants, or any of their respective directors, employees, and agents, be liable for any special, indirect, or consequential damages, including but not limited to, loss of use, loss of profits, or loss of data, whether in an action in contract, tort (including but not limited to negligence), or otherwise, arising out of or in any way related to or connected with any use of the site/service, the content, or the materials contained in or accessed through the site/service, including without limitation any damages, loss, or injury caused by or resulting from reliance on any information obtained from Document Compliance Network, or that result from mistakes, omissions, interruptions, deletion of files or email, errors, defects, viruses, delays in operation or transmission, or any failure of performance, whether or not resulting from acts of God, communications failure, theft, destruction, or unauthorized access to Document Compliance Network’s records, programs, or services. The aggregate liability of Document Compliance Network, whether in contract, warranty, tort (including negligence, whether active, passive, or imputed), product liability, strict liability, or other theory, arising out of or relating in any manner to the use of the site/service, shall not exceed any compensation you pay, if any, to Document Compliance Network for access to or use of the site/service.

If you are a California resident, you waive California Civil Code Section 1542, which says a general release does not extend to claims which the creditor does not know or suspect to exist in his favor at the time of executing the release, which, if known by him, must have materially affected his settlement with the debtor. In no event shall DCN’s total cumulative liability under this Agreement exceed the total amount of fees paid by the Subscriber to DCN in the twelve (12) months preceding the event giving rise to the claim.

17.Dispute Resolution

Except for the right of a party to apply to a court for a temporary restraining order, preliminary injunction, or other equitable relief, any controversy or claim arising out of or

relating to this agreement that cannot be resolved through negotiation will be resolved by binding arbitration before a single arbitrator in accordance with the Commercial Arbitration Rules of the American Arbitration Association. If the parties cannot agree on a single arbitrator, the arbitrator will be selected by the American Arbitration Association. All arbitration proceedings will occur in English and will be held in Martin County, Florida, USA. The parties agree that any dispute resolution proceeding will be conducted on an individual basis and not as a class or consolidated action. The award of the arbitrator shall be binding and may be entered as a judgment in any court of competent jurisdiction. The cost of the arbitration shall be borne equally by the parties. Neither party nor the arbitrator may disclose the existence or results of any arbitration hereunder. The authority of the arbitrator to award damages in any event is and shall be limited by this agreement.

18. Applicable Law and Venue

These site terms, the service terms, and your use of the site/service shall be governed by and construed in accordance with the laws of the United States of America and the state of Florida applicable to agreements made and to be entirely performed within the state of Florida (even if your use is outside of the state of Florida), without resort to its conflict of law provisions. You agree that with respect to any disputes or claims not subject to arbitration (as set forth above), any action at law or in equity arising out of or relating to the site/service or these site terms or service terms shall be filed only in the state and federal courts located in Martina County, Florida, and you hereby irrevocably and unconditionally consent and submit to the exclusive jurisdiction of such courts.

19. Severability

If any of these site terms or the service terms should be determined to be invalid, illegal, or unenforceable for any reason by any court of competent jurisdiction, then such term shall be enforced only to the extent it is enforceable, and the remaining terms shall survive and remain in full force and effect and continue to be binding and enforceable.

20.Feedback

You may choose to, or we may invite you to, submit comments or ideas about the service, including without limitation about how to improve the service or our products (feedback). By submitting feedback, you agree that your disclosure is gratuitous, unsolicited, and without restriction and will not place Document Compliance Network under any fiduciary or other obligation, and that we are free to disclose the feedback on a non-confidential basis to anyone or otherwise use the feedback without any additional compensation to you. You acknowledge that, by acceptance of your submission, Document Compliance Network does not waive any rights to use similar or related ideas previously known to Document Compliance Network, or developed by its employees, or obtained from sources other than you.

21.Waiver

 
No waiver of any term, provision, or condition of this agreement, whether by conduct or otherwise, in any one or more instances, shall be deemed to be, or shall constitute, a waiver of any other term, provision, or condition hereof, whether or not similar, nor shall such waiver constitute a continuing waiver of any such term, provision, or condition hereof. No waiver shall be binding unless executed in writing by the party making the waiver.

22.Force Majeure

If the performance of any part of this agreement by either party is prevented, hindered, delayed or otherwise made impracticable by reason of any flood, riot, fire, judicial or governmental action, labor disputes, act of God or any other causes beyond the control of either party, that party shall be excused from such to the extent that it is prevented, hindered or delayed by such causes.

23.Governing Law and Dispute Resolution

• Governing Law: This Agreement shall be governed by and construed in accordance with the laws of the State of Florida, without regard to its conflict of law principles.

• Dispute Resolution: Any disputes arising out of or in connection with this Agreement shall be resolved through good faith negotiations between the parties. If the parties are unable to resolve the dispute through negotiation, either party may seek resolution through binding arbitration in accordance with the rules of the American Arbitration Association (AAA) in Florida.

24. Entire Agreement

This agreement, together with the service terms and privacy policy, constitute the complete and exclusive statement of the agreement between the parties with respect to the use of the site/service.