Dotallio Terms of Service Agreement

Last updated: 2025-12-03

1. Acceptance of Terms

This Services Agreement ("Agreement") is entered into by and between Dotallio, Inc. ("Dotallio," "we," or "us") and you or the entity you represent ("you"). This Agreement governs your access and use of the Dotallio web application, AI-powered cell application for building apps and automating workflows, and related services (collectively, the "Services"). The Agreement is effective as of the date you indicate acceptance or otherwise access or use the Services (the "Effective Date").

PLEASE READ THIS AGREEMENT CAREFULLY. BY USING THE SERVICES, YOU AGREE TO BE BOUND BY THESE TERMS. IF YOU DO NOT AGREE, DO NOT USE THE SERVICES.

2. Changes to this Agreement

We may modify this Agreement from time to time. We will notify you of material changes by email or through the Services at least 30 days before the changes take effect. Your continued use of the Services after the effective date constitutes acceptance of the modified terms. If you do not agree to the changes, you must stop using the Services before the effective date.

3. Services

3.1 Description

The Services include our web application, AI-powered cell application, and related tools for building apps and automating workflows. We may update, modify, or discontinue any part of the Services at our discretion, with reasonable notice to you.

3.2 Access

Subject to this Agreement, we grant you a limited, non-exclusive, non-transferable, and revocable right to access and use the Services for your internal business or personal purposes.

3.3 Account Creation and Eligibility

To use the Services, you must create an account. You may create accounts for authorized users within your app ("Users"). You are responsible for all activities under your account and must:

a) Provide accurate and complete information b) Maintain the security of account credentials c) Promptly notify us of any unauthorized access d) Ensure all Users comply with this Agreement

You represent that you and all Users are at least 18 years old. We reserve the right to request proof of age. If we discover that a User is under 18, we may terminate their account.

3.4 Public Nature of Content

All content, workflows, and applications you create through the Services are public by default. You acknowledge and agree that:

a) Any content you create may be viewed and accessed by other users b) You must explicitly set content as private if you wish to restrict access c) Even after setting content as private, previously accessed versions may exist elsewhere d) We bear no responsibility for how others may use or share your public content

3.5 Acceptable Use and Prohibited Activities

You agree not to:

a) Use the Services for any illegal purpose or in violation of any laws b) Interfere with or disrupt the integrity or performance of the Services c) Attempt to gain unauthorized access to the Services or related systems d) Use the Services to infringe on intellectual property rights e) Transmit any viruses or other malicious code f) Engage in any activity that could damage, disable, or impair the Services g) Create multiple accounts to circumvent limitations or restrictions h) Use automated scripts or bots without our express permission i) Attempt to reverse engineer or decompile any part of the Services j) Engage in excessive usage that impacts other users' experience k) Post content that is discriminatory, hateful, or promotes violence l) Impersonate others or misrepresent your affiliation m) Sell, resell, or lease access to the Services n) Use the Services for mining cryptocurrency or similar activities o) Attempt to manipulate our systems or metrics p) Engage in any deceptive practices or misrepresentation

We reserve the right to determine, in our sole discretion, what constitutes acceptable use of our Services.

4. Data and Privacy

4.1 Your Data

"Your Data" means any data, content, or information submitted by you or your Users to the Services. While you retain ownership rights to Your Data, you acknowledge and agree that:

a) We assume no responsibility for Your Data's accuracy, quality, integrity, legality, reliability, or appropriateness b) We are not obligated to backup Your Data c) You are solely responsible for securing and backing up Your Data d) We bear no liability for any loss or corruption of Your Data e) You expressly acknowledge and agree that we shall have no responsibility or liability for any:

4.2 License to Your Data

While you retain ownership of Your Data, by using the Services, you grant Dotallio a perpetual, irrevocable, transferable, sublicensable, non-exclusive, worldwide, royalty-free license to use, copy, modify, create derivative works of, display, perform, distribute, analyze, and monetize Your Data for any purpose whatsoever, including but not limited to:

a) Providing and improving the Services b) Developing new products and features c) Training AI models and machine learning algorithms d) Analyzing patterns and trends e) Creating templates, examples, or demonstration materials f) Marketing and promotional activities g) Selling, licensing, or otherwise sharing Your Data with third parties h) Any commercial or non-commercial purpose determined by Dotallio

This license specifically extends to, but is not limited to: a) Board structures, names, and configurations b) Column types, names, and organization c) Workflows, automations, and processes d) Documents, text, and visual content e) Templates and application designs f) Any other content created or uploaded to the Services

You acknowledge that Dotallio may use, share, sell, or license Your Data to third parties for commercial purposes without additional compensation to you.

4.3 Usage Data

We may collect and use data about your use of the Services ("Usage Data") for any purpose, including improving the Services, developing new products or services, and sharing or selling such data to third parties. Usage Data may include aggregated, anonymized, or derived information based on Your Data.

4.4 Data Security

We implement reasonable security measures to protect Your Data. However, no method of transmission or storage is 100% secure. You are responsible for maintaining the security of your account credentials.

4.5 AI Training and Usage

You acknowledge and agree that:

a) We may use any content, workflows, or data (both public and private) to train our AI models b) AI-generated content may be imperfect, and you are responsible for reviewing and validating any AI outputs c) We may analyze patterns in your usage of AI features to improve our services d) AI processing may occur in various geographic locations e) We do not guarantee the availability, accuracy, or appropriateness of AI features f) We may share Your Data with third-party AI providers or partners g) We may sell insights, patterns, or analyses derived from Your Data h) We have no obligation to notify you when or how Your Data is used or shared

4.6 Data Retention and Deletion

Regarding data retention and deletion:

a) Deleted data may persist in backups for up to 90 days b) Public content that has been accessed by others cannot be fully deleted from their copies c) We may retain anonymized data indefinitely for AI training and analytics d) Compliance with legal holds may prevent deletion of some data e) Deleted private content may still exist in cached or archived versions

5. Intellectual Property

5.1 Our Intellectual Property

We retain all rights, title, and interest in the Services, including all related intellectual property rights. No rights are granted to you other than as expressly set forth herein.

5.2 Feedback

If you provide feedback or suggestions about the Services, we may use this information without restriction or compensation to you.

5.3 User-Generated Content and Workflows

For all content you create through the Services (whether public or private), you grant us a perpetual, irrevocable, worldwide, non-exclusive, royalty-free, transferable, sublicensable license to use, modify, adapt, distribute, prepare derivative works of, display, perform, promote, sell, and share such content for any purpose and in any media or distribution method, including but not limited to:

a) Using your workflows as examples or templates for other users b) Featuring your content in our marketing materials c) Analyzing and learning from your workflows to improve our Services d) Incorporating ideas from your workflows into our features or documentation e) Creating new products or services based on your content f) Commercializing applications or templates derived from your content g) Using board structures, column types, or automation flows for any purpose h) Training AI models on your documents, board configurations, or other content i) Sharing or selling Your Data to third parties j) Licensing derivative works based on Your Data to third parties

You acknowledge that you will receive no compensation for any use, sharing, or sale of Your Data by Dotallio.

5.4 Third-Party Sharing and Sales

Dotallio reserves the right to:

a) Share Your Data with third parties for any legal purpose b) Sell Your Data to third parties for commercial purposes c) License access to Your Data to partners, vendors, or other businesses d) Include Your Data in datasets, APIs, or other products sold to third parties e) Create and monetize derivative works based on Your Data f) Package Your Data in combination with other users' data for commercial purposes

You will not receive any compensation, notification, or attribution for such uses of Your Data.

5.5 Usage Data

Dotallio owns and will own all right, title, and interest in and to aggregations, modifications, analyses, enhancements, and derivative works of or regarding Your Data made by or on behalf of Dotallio ("Usage Data"). Dotallio may use Usage Data for any purpose, including improving the Services and developing new products or services.

6. Third-Party Services and Content

6.1 Third-Party Services

The Services may integrate with or enable access to third-party services. These services are subject to their own terms and privacy policies. We are not responsible for any third-party services.

6.2 Third-Party Content

The Services may contain links to third-party websites or resources. We are not responsible for the content, products, or services on or available from those websites or resources.

7. Fees and Payment

7.1 Fees

You agree to pay all fees specified for the Services. All fees are non-refundable except as expressly set forth in this Agreement.

7.2 Taxes

Fees are exclusive of taxes. You are responsible for paying all taxes associated with your use of the Services, except for taxes based on our net income.

7.3 Payment Terms

We will charge the payment method you specify. If your payment is overdue, we may suspend your access to the Services after providing notice. You are responsible for all costs we incur in collecting overdue amounts.

7.4 Fee Changes

We may change our fees at any time. We will notify you of any fee changes at least 30 days in advance. If you do not agree to the fee changes, you must stop using the Services before the changes take effect.

7.5 Marketplace

For content or workflows you publish in our marketplace:

a) We retain all of the revenue from marketplace sales unless stated otherwise b) We may remove content from the marketplace at our discretion c) Users who purchased your content may retain access after removal

7.6 API Usage and Rate Limits

Regarding API access and usage:

a) We may enforce rate limits on API calls b) Excessive usage may result in additional charges c) We may modify or revoke API access at any time d) You may not share or resell API access e) You must implement reasonable caching f) We may monitor API usage patterns for security

7.7 Refund Policy

a) All fees and purchases are non-refundable, including but not limited to:

b) Dotallio may, at its sole discretion, choose to issue refunds in certain circumstances. Such discretionary refunds:

c) Any refund issued by Dotallio staff is a courtesy and does not waive our right to enforce this no-refund policy in the future.

d) Disputing or charging back any payment through your payment provider or financial institution may result in:

8. Term and Termination

8.1 Term

This Agreement remains in effect until terminated by you or us.

8.2 Termination by You

You may terminate this Agreement at any time by ceasing all use of the Services and closing your account.

8.3 Termination and Suspension Rights

We may terminate or suspend your access to the Services:

a) For breach of this Agreement, upon 30 days' notice if the breach is curable and you fail to cure b) Immediately and without notice for:

8.4 Monitoring and Enforcement

We maintain the right to:

a) Monitor any content or activity on our Services b) Investigate potential violations of this Agreement c) Take appropriate legal action against violators d) Remove or disable access to any content or accounts e) Report violations to law enforcement f) Maintain records of violations and enforcement actions g) Share information about banned users with third parties h) Use automated systems to detect violations i) Implement technical measures to prevent repeated violations

8.5 Appeals Process

If your account is terminated or suspended:

a) You may appeal the decision within 14 days b) Appeals must include:

8.6 Effect of Termination

Upon termination:

a) Your right to use the Services ceases immediately b) We may delete Your Data after 30 days c) You must cease all use of our APIs and services d) You must delete any cached or stored content e) You may not create new accounts f) You may not access the Services through other users' accounts g) Previously purchased marketplace content may become inaccessible h) We may retain records of violations indefinitely

8.5 Refunds

If we terminate your account without cause, we will provide a pro-rata refund of any prepaid fees. No refunds will be issued for termination due to breach.

9. Warranties and Disclaimers

9.1 Mutual Warranties

Each party represents and warrants that it has the legal power and authority to enter into this Agreement.

9.2 Our Warranties

We warrant that the Services will perform materially in accordance with our published specifications.

9.3 Disclaimer

EXCEPT AS EXPRESSLY PROVIDED HEREIN, THE SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTY OF ANY KIND. TO THE MAXIMUM EXTENT PERMITTED BY LAW, WE SPECIFICALLY DISCLAIM:

a) Any implied warranties of merchantability, fitness for a particular purpose, quiet enjoyment, or non-infringement b) Any warranties arising out of course of dealing, usage, or trade c) Any warranties regarding the security, reliability, timeliness, or performance of the Services d) Any warranties regarding the accuracy, quality, or completeness of any data or information provided through the Services e) Any warranties that the Services will be error-free or uninterrupted f) Any warranties regarding third-party services or content g) Any warranties regarding the results that may be obtained from use of the Services h) Any warranties regarding the deletion, failure to store, or mis-delivery of any data i) Any warranties regarding the success of any business outcomes from using our Services j) Any warranties regarding AI-generated content or recommendations k) Any warranties regarding the security, privacy, or confidentiality of Your Data l) Any warranties regarding how Your Data may be used by us or third parties m) Any warranties regarding the accuracy or appropriateness of any features developed using Your Data n) Any warranties regarding the continued availability of any particular feature or service

10. Limitation of Liability

10.1 Exclusion of Indirect Damages

NEITHER PARTY WILL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING LOST PROFITS, ARISING OUT OF OR RELATED TO THIS AGREEMENT.

10.2 Limitation of Amount

IN NO EVENT SHALL OUR AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT, WHETHER IN CONTRACT, TORT OR UNDER ANY OTHER THEORY OF LIABILITY, EXCEED THE LESSER OF:

a) The amount paid by you in the 12 months preceding the incident b) $100 USD

This limitation applies regardless of whether you have been advised of the possibility of such damages and notwithstanding any failure of essential purpose of any limited remedy.

10.3 Exceptions

The limitations in this Section 10 do not apply to breaches of confidentiality obligations, violations of a party's intellectual property rights, or liabilities that cannot be limited by law.

10.4 No Liability for Data Use or Sharing

UNDER NO CIRCUMSTANCES SHALL Dotallio BE LIABLE FOR ANY CLAIMS, DAMAGES, OR OTHER LIABILITY ARISING FROM OR RELATED TO:

a) Our use, sharing, or sale of Your Data to third parties b) Content created, modified, or suggested by our AI features c) How any user data is used by Dotallio or other users d) Any use or misuse of Your Data by third parties who receive it from us e) Any decisions or actions taken based on information provided through the Services f) The deletion, corruption, or failure to store Your Data g) Any feature, product, or service developed using insights from Your Data h) Content that infringes on third-party intellectual property rights i) The accuracy, completeness, or legality of any user-generated content

11. Indemnification

11.1 By You

You will indemnify, defend, and hold harmless Dotallio from and against any claims, damages, losses, liabilities, costs, and expenses (including reasonable attorneys' fees) arising out of or related to:

a) Your use of the Services in violation of this Agreement or applicable law b) Your Data, including any claim that Your Data infringes or misappropriates a third party's rights c) Your violation of any third-party rights

11.2 By Us

We will indemnify, defend, and hold you harmless from and against any claims, damages, losses, liabilities, costs, and expenses (including reasonable attorneys' fees) arising out of any claim that the Services infringe or misappropriate a third party's intellectual property rights.

11.3 Process

The indemnifying party's obligations are conditioned on the indemnified party: (a) promptly giving notice of the claim; (b) giving sole control of the defense and settlement to the indemnifying party; and (c) reasonably cooperating in the defense and settlement.

12. Dispute Resolution

12.1 Governing Law

This Agreement is governed by the laws of the State of California, without regard to its conflict of laws principles.

12.2 Dispute Resolution

Any dispute arising from this Agreement will be resolved through binding arbitration conducted by the American Arbitration Association in Orange County, California. The arbitrator's award will be final and binding and may be entered in any court of competent jurisdiction.

12.3 Exceptions

Either party may seek injunctive relief in court to prevent irreparable harm or to enjoin any intellectual property rights violations. Any claim must be brought in an individual capacity, and not as a plaintiff or class member in any purported class or representative proceeding.

13. General Provisions

13.1 Entire Agreement

This Agreement constitutes the entire agreement between the parties and supersedes all prior agreements regarding the subject matter hereof.

13.2 Severability

If any provision of this Agreement is held invalid or unenforceable, it will be replaced with a valid provision that comes closest to the intent of the original provision.

13.3 No Waiver

No failure or delay in exercising any right under this Agreement will constitute a waiver of that right.

13.4 Assignment

You may not assign this Agreement without our prior written consent. We may assign this Agreement to an affiliate or in connection with a merger, acquisition, or sale of all or substantially all of our assets.

13.5 Force Majeure

Neither party will be liable for any failure or delay in performance due to circumstances beyond its reasonable control.

13.6 Notices

All notices must be in writing and will be deemed given when delivered personally, sent by confirmed email, or three days after being sent by registered or certified mail.

13.7 Export Compliance

The Services may be subject to export laws and regulations. You agree to comply with all such laws and regulations.

13.8 U.S. Government Rights

If you are a U.S. Government entity, your use of the Services is as a "Commercial Item" as defined at 48 C.F.R. 2.101, and the rights granted to you are only those granted to all other users.

13.9 Independent Contractors

The parties are independent contractors. This Agreement does not create a partnership, franchise, joint venture, agency, or employment relationship between the parties.

13.10 Publicity

Notwithstanding any terms to the contrary in this Agreement, you consent to Dotallio' use of your name and logo on the Dotallio website and on Dotallio' promotional and marketing-related materials, identifying you as a customer of Dotallio and describing your use of the Services.

13.11 Electronic Communications

Dotallio may choose to electronically deliver all communications with you, which may include email to the email address on or linked to your Account. Dotallio's electronic communications to you may transmit or convey information about action taken on your request, portions of your request that may be incomplete or require additional explanation, any notices required under applicable law, and any other notices under this Agreement. You agree to do business electronically with Dotallio and to electronically receive all current and future notices, disclosures, communications, and information, and that such electronic communications satisfy any legal requirement that such communications be in writing. An electronic notice will be deemed to have been received on the day of receipt as evidenced by such email.

13.12 Audit Rights

Dotallio may, by itself or through an independent third party, audit your use of the Services to verify your compliance with the terms and conditions of this Agreement. You agree to provide reasonable access to your systems and records for purposes of conducting these audits.

13.13 Force Majeure

Except for payments due under this Agreement, neither party will be responsible for any failure to perform or delay attributable in whole or in part to any cause beyond its reasonable control including, but not limited to, acts of God (fire, storm, floods, earthquakes, etc.), acts of terrorism, civil disturbances, disruption of telecommunications, disruption of power or other essential services, interruption or termination of any services provided by any third-party service providers, labor disturbances, vandalism, cable cut, computer viruses or other similar occurrences, or any malicious or unlawful acts of any third party.

By using the Services, you acknowledge that you have read, understood, and agree to be bound by this Agreement.

END OF TERMS

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