Legal Contract, Software Licensing Terms, Service Level Agreements (SLA), and Operational Framework for DOTCHATER LLC
This Terms of Service agreement ("Terms", "Agreement", or "MSA") is a legally binding contract entered into by and between DOTCHATER LLC ("Company", "We", "Us", or "Our"), a software engineering company registered in the United States, and any individual, corporate entity, or marketplace partner ("Client", "User", or "You") accessing our websites, software applications, API microservices, cloud infrastructure, or software development services.
BY ACCESSING OUR WEBSITES, EXECUTING A STATEMENT OF WORK (SOW), INTEGRATING WITH OUR API ENDPOINTS, OR INSTALLING SOFTWARE DEVELOPED BY DOTCHATER LLC, YOU EXPLICITLY ACKNOWLEDGE THAT YOU HAVE READ, UNDERSTOOD, AND AGREE TO BE BOUND BY ALL TERMS, CONDITIONS, AND POLICIES INCORPORATED HEREIN BY REFERENCE. IF YOU ARE ENTERING INTO THIS AGREEMENT ON BEHALF OF A COMPANY OR LEGAL ENTITY, YOU REPRESENT THAT YOU HAVE THE LEGAL AUTHORITY TO BIND SUCH ENTITY TO THESE TERMS.
DOTCHATER LLC provides high-performance custom software engineering services, including but not limited to multi-tenant B2B SaaS platforms, consumer B2C web & mobile applications, API microservice networks, cloud infrastructure orchestration (AWS/GCP), and ongoing SLA technical support. The detailed scope, technical architecture, project deliverables, milestones, fee structures, and target timelines for specific client engagements shall be set forth in individually executed Statements of Work ("SOW") or Purchase Orders ("PO") referencing this Agreement.
In the event of a direct conflict between the terms of a specific SOW and this Master Agreement, the terms of the SOW shall prevail solely for the specific scope outlined in that SOW.
The allocation of intellectual property ("IP") rights between DOTCHATER LLC and the Client is structured to protect both client proprietary innovations and company pre-existing developer assets:
Clients agree to pay all fees specified in the applicable SOW or subscription plan according to the following baseline financial terms:
For managed infrastructure deployments and active SLA support contract holders, DOTCHATER LLC maintains strict uptime targets and response frameworks. For full details regarding ticket severity levels, response time windows, and service credits, please review our dedicated Service Level Agreement (SLA) Document.
Each party ("Receiving Party") agrees to treat all technical, financial, code assets, and operational information disclosed by the other party ("Disclosing Party") as strictly confidential ("Confidential Information").
The Receiving Party shall exercise at least the same degree of care to prevent unauthorized disclosure of Confidential Information as it uses for its own confidential data of like nature, but no less than reasonable care. Confidential Information shall not include information that: (a) is or becomes publicly known through no breach of this Agreement; (b) was already known to Receiving Party prior to disclosure; or (c) is independently developed without reference to Disclosing Party’s Confidential Information.
DOTCHATER LLC warrants that all software engineering services shall be performed in a professional, workmanlike manner consistent with recognized software industry standards and best practices.
EXCEPT AS EXPRESSLY PROVIDED HEREIN, ALL SOFTWARE, APIS, WEBSITES, AND SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE." DOTCHATER LLC EXPRESSLY DISCLAIMS ALL OTHER WARRANTIES, EXPRESS, IMPLIED, OR STATUTORY, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. WE DO NOT WARRANT THAT SOFTWARE OPERATING ENTIRELY ON UNMANAGED THIRD-PARTY ENVIRONMENT HARDWARE WILL BE UNINTERRUPTED OR COMPLETELY ERROR-FREE.
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL DOTCHATER LLC, ITS DIRECTORS, OFFICERS, EMPLOYEES, OR AGENTS BE LIABLE FOR ANY INDIRECT, CONSEQUENTIAL, INCIDENTAL, SPECIAL, OR PUNITIVE DAMAGES (INCLUDING LOSS OF PROFITS, REVENUE, DATA, OR BUSINESS GOODWILL) ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR THE USE OF OUR SOFTWARE, REGARDLESS OF THE THEORY OF LIABILITY.
DOTCHATER LLC'S AGGREGATE TOTAL LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT SHALL NOT EXCEED THE TOTAL FEES ACTUALLY PAID BY CLIENT TO COMPANY UNDER THE SPECIFIC SOW GIVING RISE TO THE CLAIM DURING THE SIX (6) MONTH PERIOD IMMEDIATELY PRECEDING THE INCIDENT.
This Master Agreement remains in effect until terminated by either party upon thirty (30) days written notice, provided all active SOWs have concluded. Either party may terminate this Agreement immediately if the other party materially breaches any term and fails to cure such breach within fourteen (14) days of receiving written notice.
Upon termination, Client shall promptly pay all outstanding fees for work completed up to the termination date, and each party shall return or destroy the other's Confidential Information.
This Agreement and any dispute arising from or related to it shall be governed by and construed in accordance with the laws of the State of New Mexico, United States, without giving effect to any principles of conflicts of law. Any legal suit, action, or proceeding arising under this Agreement shall be instituted exclusively in the state or federal courts located in New Mexico, USA, and each party irrevocably submits to the personal jurisdiction of such courts.
For formal legal notices, contract inquiries, or questions regarding these Terms of Service, please contact our Legal Office:
legal@dotchater.com
DOTCHATER LLC — Legal & Corporate Compliance Department
New Mexico, USA