• by clicking on the “accept” button, you or the entity or company that you represent (you or client) are unconditionally consenting to be bound by and are becoming a party to this doable service agreement (agreement) with doable, inc. (doable). if you do not unconditionally agree to all of the terms of this agreement, click “cancel”. if these terms are considered an offer, acceptance is expressly limited to these terms. if you are executing this agreement on behalf of a company or other entity, you represent that you have authority to do so. this agreement incorporates by reference the fee schedule posted at http://www.doable.com (the fee schedule).

1. DEFINITIONS.

• Admin Account means the account that will have the authority to create and manage Projects, invite team members to access and work on any Projects associated with the Admin Account, and invite outside collaborators to view a designated Project.
• Client Content means, without limitation, all information, videos, audio files, data, text, photographs, written posts and comments, software, scripts, graphics, and interactive features added, created, uploaded, submitted, distributed, or posted to the Services by Client or any of Client’s Authorized Users, including in connection with any Project.
• Documentation means any user guide, help information and other documentation and information regarding the Services that is delivered by Doable to Client in electronic or other form, if any, including any updates provided by Doable from time to time.
• Platform means the platform provided by Doable to Client as part of the Services which enables Client and its Authorized Users to upload, view, modify and collaborate on Client Content, including all software, interfaces, tools, utilities, templates, forms, and other technologies (and any related intellectual property) relating thereto, excluding Client Content.
• Project means any project or challenge submitted to Authorized Users of the Platform via an Admin Account.
• Services means the Platform, the Documentation and any other services provided by Doable hereunder.

2. SERVICES.

• 2.1 Access and Account Setup. As part of the implementation process, Client will identify an administrative user name and password that will be used to set up Client’s Admin Account. Client may use the Admin Account to create subaccounts for its employee users (each with unique login IDs and password) (each, an Authorized User). Client shall be responsible for the acts or omissions of any person who accesses the Services using passwords or access procedures provided to or created by Client. Doable reserves the right to refuse registration of, or to cancel, login IDs that violate the terms and conditions set forth in this Agreement. Client agrees to notify Doable immediately upon learning of any unauthorized use of Client’s account or any other breach of security. From time to time, Doable’s personnel may log in to the Services under Client’s Admin Account in order to maintain or improve the Services, including to provide Client assistance with technical or billing issues. Client hereby acknowledges and consents to such access.
• 2.2 Platform. Subject to the terms and conditions of this Agreement, Doable will use commercially reasonable efforts to provide the Services and implement and operate the Platform for Client. Subject to the terms and conditions of this Agreement, Doable grants Client a non-exclusive license to use and access the Services solely for Client’s internal business purposes. Client may use the Documentation solely in connection with the Services.
• 2.3 Modifications. Doable reserves the right to modify or discontinue the Services (in whole or in part) at any time by giving ninety (90) days’ prior written notice to Client, provided that in the event such modification or discontinuance materially reduces the functionality of the Services used by Client in accordance with this Agreement, Client may terminate this Agreement upon at least fifteen (15) days’ prior written notice to Doable.
• 2.4 Client Content. Client hereby grants Doable a worldwide, non-exclusive, royalty-free license to use, copy, access, process, reproduce, perform, display, modify, distribute and transmit the Client Content on the Platform and in connection with providing the Services to Client. Client Content that is added, created, uploaded, submitted, distributed or posted by an Authorized User shall be accessible by any and all of Doable’s other Authorized Users associated with or invited to an applicable Project.

3. RESTRICTIONS.

• 3.1 Restrictions. Except as expressly permitted in this Agreement, Client shall not directly or indirectly (a) use any of Doable’s Confidential Information (defined below) or the Documentation to create any service, software, documentation or data that is similar to any aspect of the Services or Platform, (b) disassemble, decompile, reverse engineer or use any other means to attempt to discover any source code of the Platform of Services, or the underlying ideas, algorithms or trade secrets therein, (c) encumber, sublicense, transfer, rent, lease, time-share or use the Services or Platform in any service bureau arrangement or otherwise for the benefit of any third party, (d) copy, distribute, manufacture, adapt, create derivative works of, translate, localize, port or otherwise modify any aspect of the Platform or Services, (e) use or allow the transmission, transfer, export, re-export or other transfer of any product, technology or information it obtains or learns pursuant to this Agreement (or any direct product thereof) in violation of any export control or other laws and regulations of the United States or any other relevant jurisdiction or (f) permit any third party to engage in any of the foregoing proscribed acts. Client may not access or use (or permit a third party to access or use) the Services for purposes of monitoring the availability, performance or functionality of the Services or form any other benchmarking or competitive purposes.
• 3.2 Privacy and Data Protection. Client will not include any personally identifiable information (PII) in any Client Content and will not otherwise disclose any PII to Doable in the course of using the Services unless: (a) disclosure of such PII is necessary for Client’s exploitation of the Services (e.g., name, email address, location, department or other information required for sign-up of an account on the Platform); (b) such PII is collected by Client and disclosed to Doable pursuant to and in accordance with Client’s applicable privacy policies; (c) Client’s disclosure of such PII to Doable and Doable’s retention and use of such PII by Doable as contemplated under this Agreement does not and will not violate any applicable Client privacy policy or any applicable laws; and (d) such PII does not include any information related to an individual under the age of thirteen or any personal health information or personal financial information. For PII disclosed by Client to Doable in accordance with the foregoing, Doable will use commercially reasonable efforts to protect such PII from unauthorized disclosure to third parties but shall have no obligations or liability with respect to any PII except as expressly set forth in this Agreement. Client agrees that any PII accepted by Doable is accepted on behalf of Client, and Client will be responsible for any and all communications with individuals or other third parties arising from such retention and use.

4. Proprietary Rights.

• 4.1 Client. Except for the limited rights and licenses expressly granted hereunder, no other license is granted, no other use is permitted and Client (and its licensors) shall retain all rights, title and interest (including all intellectual property and proprietary rights) in and to Client Content.
• 4.2 Doable. Except for the limited rights and licenses expressly granted hereunder, no other license is granted, no other use is permitted and Doable (and its licensors) shall retain all rights, title and interest (including all intellectual property and proprietary rights) in and to the Services and Platform, all copies, modifications and derivative works thereof, and all Doable trademarks, names, logos, all rights to patent, copyright, trade secret and other proprietary or intellectual property rights.
• 4.3 Feedback. Doable shall own any and all suggestions for correction, change or modification to the Platform or Service, and other feedback, information and reports provided to Doable hereunder (collectively, Feedback), and Client, to the extent required, Client shall and hereby does assign any rights in such Feedback to Doable. Client agrees to assist Doable, at Doable’s expense, in obtaining intellectual property protection for such Feedback, as Doable may reasonably request.
• 4.4 Aggregate Data. Client agrees that Doable is free to disclose aggregate measures of usage and performance the Services, and to reuse all general knowledge, experience, know-how, works and technologies (including ideas, concepts, processes and techniques) acquired during provision of the Services (General Knowledge), including that it could have acquired performing the same or similar services for another client. Client further agrees that Doable shall have the right (a) to create anonymized compilations and analyses of any data submitted to the Platform (Aggregate Data), and (b) to create reports, evaluations, benchmarking tests, studies, analyses and other work product from Aggregate Data (Analyses). Doable shall have exclusive ownership rights to, and the exclusive right to use and distribute, such Aggregate Data and Analyses for any purpose, including, but not limited to advertising, marketing, and promotion of networking opportunities to other clients and prospective clients of the Services; provided, however, that Doable shall not distribute Aggregate Data and Analyses in a manner that is identifiable as originating from Client without Client’s written consent.

5. Confidentiality.

• Except as expressly provided in this Agreement, Client shall not possess, access, use or disclose any of Doable’s Confidential Information except to perform its obligations or exercise its rights under the Agreement. Client shall use reasonable care to protect Doable’s Confidential Information, but in no event less care than it employs in protecting its own Confidential Information. Client shall be responsible for any breach of confidentiality by its employees, contractors and any Authorized Users. Promptly after any termination of this Agreement (or at Doable’s request at any other time), Client shall return or destroy all of Doable’s tangible Confidential Information. The restrictions herein will not prevent Client from complying with any law, regulation, court order or other legal requirement that purports to compel disclosure of any Confidential Information; provided that Client promptly notifies Doable upon learning of any such legal requirement, and cooperates with Doable in the exercise of its right to protect the confidentiality of the Confidential Information before any tribunal or governmental agency. Confidential Information means all financial, business or technical information that is disclosed by or for Doable in relation to this Agreement (including all copies and derivatives thereof) and which is marked or otherwise identified as proprietary or confidential at the time of disclosure, or which by its nature would be understood by a reasonable person to be proprietary or confidential but not including any information that Client can demonstrate is provided by a third party without breach of any obligation to Doable, generally available to the public without breach of this Agreement or independently developed by Client without reliance on such information.

6. Payments.

• 6.1 Billing. You will be billed for all fees and expenses in the amounts and at the times specified in the Fee Schedule or as otherwise provided in this Agreement.
• 6.2 Upgrades. If you choose at any time to upgrade your account, you will automatically be charged the new rate on your next billing cycle, the first billing cycle of which will be pro-rated to match your existing billing cycle.
• 6.3 Payment Processor. Doable uses third-party payment processor services provided by Stripe, Inc. (the Payment Processor) to charge you through your Admin Account for use of the Services. The processing of payments will be subject to the terms, conditions and privacy policies of the Payment Processor in addition to the terms of this Agreement. Doable is not responsible for error by the Payment Processor. By subscribing, you agree to pay Doable, through the Payment Processor, all charges at the prices then in effect for any use of the Services in accordance with this Agreement, and you authorize Doable, through the Payment Processor, to charge your chosen payment provider (your Payment Method). You agree to make payment using that selected Payment Method. Doable reserves the right to correct any errors or mistakes that it makes even if it has already requested or received payment.

7. Warranty and Disclaimers.

• 7.1 Limited Warranty. Client represents and warrants to Doable that Client owns all rights, title and interest in and to the Client Content, or that Client has otherwise secured all necessary rights in the Client Content as may be necessary to permit the access, use and distribution thereof as contemplated by this Agreement. Client further represents and warrants to Doable that Client will not, or allow a third party to, either (a) take any action, or (b) upload, download, post, submit or otherwise distribute or facilitate distribution of any content on or through the Services that infringes any patent, trademark, trade secret, copyright, right of publicity or any other proprietary right of any other person or entity, or, that violates any law or contract.
• 7.2 Disclaimers. The services are provided “as is” without warranty of any kind. doable does not warrant that the services will meet your requirements or result in any outcome, or that their operation will be uninterrupted or error-free. to the fullest extent permitted by law, doable hereby disclaims (for itself and its suppliers) all other warranties, whether express or implied, oral or written, with respect to the services, including, without limitation, all implied warranties of title, non-infringement, quiet enjoyment, integration, merchantability or fitness for any particular purpose, reliability, that their operation will be uninterrupted or error-free and all warranties arising from any course of dealing, course of performance or usage of trade.

8. Indemnification.

• Client agrees to defend Doable against any claim by a third party that is related to (a) Doable’s authorized use of any Client Content, or (b) Client’s breach of any representation, warranty, covenant or other agreement made herein, and to indemnify Doable for settlement amounts or damages, liabilities, costs and expenses (including reasonable attorneys’ fees) awarded and arising out of such claims.

9. Limitation of Liability.

• in no event shall doable be liable concerning the subject matter of this agreement, regardless of the form of any claim or action (whether in contract, negligence, strict liability or otherwise), for any (a) interruption of use, loss or inaccuracy of data or client content, loss of, or cost of procuring substitute technology, goods or services, (b) indirect, punitive, incidental, reliance, special, exemplary or consequential damages including, but not limited to, loss of business, revenues, profits and goodwill or (c) damages, in the aggregate, in excess of the amounts paid to doable hereunder during the previous six (6) months, even if it has been advised of the possibility of such damages. these limitations are independent from all other provisions of this agreement and shall apply notwithstanding the failure of any remedy provided herein.

10.Term and Termination.

• You may terminate your subscription (and this Agreement) at any time. To cancel your subscription, you must log in to your Admin Account. All of your Client Content will be immediately deleted upon cancellation. This information cannot be recovered once your account is cancelled. Doable does not accept any liability for loss of such information due to account cancellation. If you cancel the Services before the end of your current monthly payment cycle, your cancellation will take effect upon the end of the monthly payment cycle and you will not be charged again. Doable, in its sole discretion, has the right to suspend or terminate your account and refuse any and all current or future use of the Services for any reason at any time. Sections 1, 3, 4, 5, 6, 7, 8, 9, and 11 shall survive any termination or expiration of this Agreement.

11. General Provisions.

• 11.1 Entire Agreement. This Agreement constitutes the entire agreement, and supersedes all prior negotiations, understandings or agreements (oral or written), between the parties regarding the subject matter of this Agreement (and all past dealing or industry custom). Any inconsistent or additional terms on any related purchase order, confirmation or similar form, even if signed by the parties hereafter, shall have no effect under this Agreement.
• 11.2 Modification and Waiver. Doable reserves the right, at its sole discretion, to modify or replace the terms of this Agreement, in whole or in part, at any time. Doable will notify you of any material change in advance of the effective date of any such change. Change notices may be communicated by postings on the Doable website or by electronic mail. In any case, you should periodically check this Agreement for changes. Your continued use of the Services following notice of changes constitutes your acceptance of those changes. No change, consent or waiver under this Agreement will be binding on Doable unless made in writing and physically signed by an authorized representative of Doable. The failure of either party to enforce its rights under this Agreement at any time for any period will not be construed as a waiver of such rights, and the exercise of one right or remedy will not be deemed a waiver of any other right or remedy.
• 11.3 Severability. If any provision of this Agreement is determined to be illegal or unenforceable, that provision will be limited or eliminated to the minimum extent necessary so that this Agreement will otherwise remain in full force and effect and enforceable.
• 11.4 Governing Law. This Agreement shall be governed by and construed under the laws of the State of New York and the United States without regard to conflicts of laws provisions thereof. Exclusive jurisdiction and venue for actions related to this Agreement will be the state and federal courts located in New York County, New York, and both parties consent to the jurisdiction of such courts with respect to any such actions.
• 11.5 Remedies. Except as specifically provided otherwise herein, each right and remedy in this Agreement is in addition to any other right or remedy, at law or in equity. Each party agrees that, in the event of any breach or threatened breach of Section 3, 4 or 5, the non-breaching party will suffer irreparable damage for which it will have no adequate remedy at law. Accordingly, the non-breaching party shall be entitled to injunctive and other equitable remedies to prevent or restrain such breach or threatened breach, without the necessity of posting any bond.
• 11.6 Notices. Except as otherwise provided herein, all notices under this Agreement will be in writing, in English and delivered to the parties at their respective addresses stated herein or at such other address designated by written notice. Notices will be deemed to have been duly given when received, if personally delivered; when receipt is electronically confirmed, if transmitted by facsimile; the day after being sent, if sent for next day delivery by recognized overnight delivery service; or upon receipt, if sent by certified or registered mail, return receipt requested.
• 11.7 Force Majeure. In the event that either party is prevented from performing, or is unable to perform, any of its obligations under this Agreement (except payment obligations) due to any cause beyond its reasonable control, the affected party shall give written notice thereof to the other party and its performance shall be extended for the period of delay or inability to perform due to such occurrence.
• 11.8 Publicity. Client hereby consents to inclusion of its name and logo in client lists and marketing materials that may be published as part of Doable’s marketing and promotional efforts. You can email support@doable.com at any time to revoke the foregoing consent, and Doable shall use reasonable efforts to remove Client’s name and logo in a reasonable period of time.
• 11.9 Assignment. This Agreement and the rights and obligations hereunder may not be assigned, in whole or in part, by Client without Doable’s prior written consent, not to be unreasonably withheld. Doable may assign or transfer this Agreement in whole or in part. This Agreement shall be binding upon, and inure to the benefit of, the successors, representatives and permitted assigns of the parties hereto.
• 11.10 Independent Contractors. The parties shall be independent contractors under this Agreement, and nothing herein will constitute either party as the employer, employee, agent or representative of the other party, or both parties as joint venturers or partners for any purpose.