DOTCOM-MONITOR SUBSCRIPTION SERVICE AGREEMENT (TERMS OF SERVICE)

This Dotcom-Monitor Subscription Service Agreement (“Agreement”) is entered into by and between Dotcom-Monitor, Inc., having offices at 2500 Shadywood Road, Suite #820, Orono, Minnesota 55356, USA (“Seller”), and you, whether acting as an individual or a legal entity (“Subscriber”).

This Agreement governs Subscriber’s access to and use of Seller’s fee-based services, free trial services, and any free or promotional offerings made available by Seller through dotcom-monitor.com, loadview-testing.com, dotcom-tools.com, and any other websites, applications, platforms, software, APIs, or services operated or provided by Seller now or in the future (collectively, the “Service”).

By clicking “I AGREE”, accessing, or using the Service, Subscriber agrees to be bound by this Agreement.

Seller and Subscriber may be referred to individually as a “Party” and collectively as the “Parties.”

1. EFFECTIVE DATE AND SUBSCRIPTION PERIOD

This Agreement becomes effective upon Subscriber’s acceptance (“Effective Date”).

This Agreement shall remain in effect for the subscription term selected by Subscriber (the “Subscription Period”) and shall automatically renew for successive terms unless either Party provides written notice of non-renewal at least fifteen (15) days prior to the end of the then-current Subscription Period. 

2. INTELLECTUAL PROPERTY AND LICENSE

Seller retains all right, title, and interest in and to the Service, including all related software, platforms, APIs, documentation, technology, and intellectual property.

Subject to this Agreement, Seller grants Subscriber a limited, non-exclusive, non-transferable, non-sublicensable, and revocable license to access and use the Service solely for Subscriber’s internal business purposes during the Subscription Period.

3. SUBSCRIBER REPRESENTATIONS AND WARRANTIES

Subscriber represents and warrants that:

  1. Subscriber is not using the Service to benchmark, reverse engineer, or develop a competing product or service.
  2. Subscriber shall use the Service and any generated data (“Data”) solely for lawful purposes.
  3. Subscriber has obtained all necessary rights and authorizations to use the Service in connection with any systems, applications, or environments accessed or tested.
  4. Subscriber is not located in, and is not subject to, any jurisdiction subject to U.S. export restrictions or sanctions.

4. ACCEPTABLE USE AND CONDITIONS OF USE

Subscriber shall comply with Seller’s Acceptable Use Policy (“AUP”), incorporated herein by reference.

Subscriber shall not:

  • Use automated tools except as permitted by the Service;
  • Impose unreasonable load on Seller’s systems;
  • Access, test, or interact with systems without proper authorization;
  • Use the Service for unlawful, malicious, or deceptive activity.

Seller may suspend or terminate access immediately if Subscriber violates this Section or poses legal, security, or operational risk.

5. USE AND OWNERSHIP OF DATA

Subscriber retains ownership of Data generated through its use of the Service.

Seller may perpetually, irrevocably, and royalty-free use Data in aggregated and anonymized form for operating, maintaining, analyzing, benchmarking, and improving the Service, provided such use does not identify Subscriber or its systems.

6. CONFIDENTIAL INFORMATION

“Confidential Information” means Seller’s non-public information disclosed under this Agreement.

Confidentiality obligations survive:

  • Seven (7) years for general Confidential Information; and
  • Perpetually for any Confidential Information that constitutes a trade secret under applicable law.

Subscriber shall protect Confidential Information using reasonable care and may disclose it only to personnel with a legitimate need to know who are bound by confidentiality obligations.

7. PRIVACY AND DATA PROTECTION

Seller’s Privacy Policy and, where applicable, Seller’s Data Processing Addendum (“DPA”) govern Seller’s processing of personal data and are incorporated herein by reference.

8. PAYMENT, TAXES, AND COSTS

Fees are due within thirty (30) days of invoice. Past-due amounts accrue interest at 1.5% per month or the maximum rate permitted by law.

Seller may suspend or terminate access for non-payment upon written notice.

9. SECURITY

Seller maintains commercially reasonable administrative, physical, and technical safeguards designed to protect the security of the Service.

10. LIMITED WARRANTY AND DISCLAIMERS

Seller warrants that the Service will materially conform to Seller’s documentation.

EXCEPT AS EXPRESSLY PROVIDED HEREIN, THE SERVICE IS PROVIDED “AS IS” AND SELLER DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.

11. LIMITATION OF LIABILITY

TO THE MAXIMUM EXTENT PERMITTED BY LAW:

  • SELLER SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, OR SPECIAL DAMAGES, INCLUDING LOST PROFITS OR BUSINESS INTERRUPTION, AND SUBSCRIBER EXPRESSLY WAIVES ANY CLAIMS FOR SUCH DAMAGES.
  • SELLER’S TOTAL AGGREGATE LIABILITY SHALL NOT EXCEED THE TOTAL FEES PAID BY SUBSCRIBER IN THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

These limitations do not apply to Subscriber’s:

  • Payment obligations;
  • Breach of confidentiality; or
  • Infringement or misuse of Seller’s intellectual property.

12. INDEMNIFICATION

Subscriber shall indemnify, defend, and hold harmless Seller from any claims arising out of:

  1. Subscriber’s use of the Service;
  2. Subscriber’s violation of law; or
  3. Unauthorized access to or use of systems, data, or environments.

13. TERMINATION FOR CAUSE

Seller may immediately suspend or terminate the Service if Subscriber breaches this Agreement or uses the Service in a manner that poses legal, security, or reputational risk.

14. NOTICE OF BREACH

Any claim for breach must be brought within one (1) year after the non-breaching Party becomes aware of the breach.

15. USE OF SUBSCRIBER NAME

Seller may identify Subscriber as a customer in general customer lists. Public case studies or press releases require Subscriber’s prior written consent.

16. EXPORT COMPLIANCE

Subscriber shall comply with all applicable export control and sanctions laws, including U.S. Export Administration Regulations, and shall not export or re-export the Service in violation of such laws.

17. INJUNCTIVE RELIEF

Subscriber acknowledges that any breach of provisions relating to intellectual property, confidentiality, or acceptable use may cause irreparable harm for which monetary damages are insufficient. Seller shall be entitled to seek injunctive or equitable relief without posting bond.

18. MISCELLANEOUS

  • Entire Agreement
    • Assignment: Subscriber may not assign without Seller’s consent; Seller may assign freely.
  • Severability
    • Survival: IP, confidentiality, payment, limitation of liability, indemnification, injunctive relief, and governing law survive termination.
  • Force Majeure
    • Governing Law & Venue: Minnesota law; exclusive venue in Hennepin County, Minnesota.