Terms and Conditions
1. Definitions
"Company Data" refers to any information or data owned or licensed by Dori Capital and made available to Customer through the Service, including without limitation, Financing Source Data.
"Confidential Information" means all confidential information disclosed by a party (“Disclosing Party”) to the other party (“Receiving Party”), whether orally or in writing, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure, including all copies thereof.
- Confidential Information of Customer includes Customer Data.
- Confidential Information of Company includes the Service (including its software and content, other than Customer Data) and Company Data.
- Confidential Information of each Party includes the terms of this Agreement.
Notwithstanding anything herein to the contrary, Confidential Information will not include any information that:
- is or becomes generally available to the public without breach of any obligation owed to the Disclosing Party;
- was known to the Receiving Party prior to its disclosure by the Disclosing Party without breach of any obligation owed to the Disclosing Party;
- is received from a third party without breach of any obligation owed to the Disclosing Party;
- was independently developed by the Receiving Party without use of or reliance on the Confidential Information of the Disclosing Party.
"Customer Data" means all data, content, and information submitted by Customer to the Service.
"Financing" means a mortgage debt financing, mezzanine financing, or equity placement for the Properties.
"Financing Source(s)" means financial institutions providing Financing proposals to Customer through the Service.
"Financing Source Data" means any products, services, or information that is made available to Customer or offered to Customer by Financing Sources via the Service, including without limitation any offers, terms, and/or other proposals or commitments obtained by Customer through the Service from Financing Sources in connection with the Financing of the Properties and contact information for Financing Sources.
"Property(ies)" means those properties for which Customer is using the Service to seek Financing, including without limitation “Properties” identified in an Order Form, if any.
"Referred Source" means any Financing Source Dori Capital introduced Customer to or presented to Customer via the Service.
"Service" means Dori Capital’s platform known as “Dori Match” that connects Customers with Financing Sources and assists business entities in finding and evaluating Financing proposal Financing Sources (excluding Financing Source Data).
2. Company Responsibilities
2.1 Provision of the Service
Subject to the terms and conditions of this Agreement and during the Term, Dori Capital will make the Service available to Customer solely to arrange, negotiate, evaluate, and obtain offers, terms, or other proposals or commitments from Financing Sources for the Financing of Properties.
2.2 Company Provides a Marketplace
Dori Capital provides a marketplace that allows customers to search for and interact with appropriate Financing Sources in connection with a Financing...
2.3 Updates and Upgrades
The terms of this Agreement will also apply to updates and upgrades of the Service subsequently provided by Dori Capital to Customer...
2.4 Protection of Customer Data
Dori Capital will maintain commercially reasonable administrative, physical, and technical safeguards designed to prevent unauthorized access to or use of Customer Data.
2.5 Compliance with Laws
Dori Capital will comply with all laws applicable to Dori Capital’s provisioning of the Service to its customers generally...
3. Access to and Use of the Service
3.1 Account Creation
In order to access the Service, Customer is required to register an account on the Service (“Account”)...
3.2 Usage Restrictions
Customer may not, and will not allow any other persons to: (a) make the Service or Company Data available to, or use the Service or Company Data for the benefit of, anyone other than Customer...
3.3 Subverting the Platform
It is a material breach of this Agreement to arrange for and close on a Financing with a Referred Source outside the context of the Service for the purposes of circumventing the obligation to pay the Dori Capital’s fee...
4. Data
4.1 Company Data
Subject to the terms and conditions herein, Dori Capital hereby grants to Customer a limited, revocable, worldwide, non-exclusive, non-sublicensable, non-transferable right and license to use the Company Data...
4.2 Customer Data
Customer grants to Dori Capital and its affiliates a worldwide, non-exclusive, limited term license to access, use, copy, distribute, perform, and display Customer Data...
5. Fees
5.1 Fees, Invoicing, and Payment
Customer will pay all fees specified in the Order Form, including without limitation any platform license fee...
6. Proprietary Rights
6.1 By Company
Subject to the limited rights expressly granted to Customer hereunder, Dori Capital reserves and retains, and as between Dori Capital and Customer...
6.2 By Customer
Subject to the limited licenses granted herein, Dori Capital acquires no right, title or interest under this Agreement in or to any Customer Data.
6.3 Analyses
Customer acknowledges and agrees that Dori Capital may, during and after the Term, compile statistical and other information related to the performance, operation, and use of the Service...
7. Confidentiality
7.1 Protection
The Receiving Party will: (a) use the same degree of care that it uses to protect the confidentiality of its own confidential information...
7.2 Compelled Disclosure
The Receiving Party may access or disclose Confidential Information of the Disclosing Party if it is compelled by law to do so...
8. Representations, Warranties, and Disclaimers
8.1 Disclaimer
EXCEPT FOR THE EXPRESS WARRANTIES PROVIDED HEREIN, THE SERVICE, COMPANY DATA, ANY PROFESSIONAL SERVICES...
9. Indemnification
9.1 Company Indemnification
Dori Capital will defend Customer and its affiliates from and against any lawsuit or proceeding brought by a third party.
9.2 Customer Indemnification
Customer will indemnify, defend and hold harmless Dori Capital and its affiliates from any liabilities, losses, damages and expenses.
10. Limitation of Liability
10.1 Exclusion of Certain Damages
IN NO EVENT WILL EITHER PARTY HAVE ANY LIABILITY TO THE OTHER PARTY OR TO ANY OTHER PARTY FOR ANY LOST PROFITS OR REVENUES...
11. Term, Termination, and Suspension
11.1 Term of the Agreement
The term of this Agreement commences on the Effective Date and, unless earlier terminated in accordance with the terms of this Agreement...
12. General Provisions
12.1 Force Majeure
Except for payment obligations, neither Party will be liable hereunder by reason of any failure or delay in the performance of its obligations due to events beyond the reasonable control of such Party, which may include natural disasters, fires, epidemics, pandemics, riots, war, terrorism, denial of service attacks, internet outages, labor shortages, and judicial or government action.
12.2 Assignment
Customer may not assign any of its rights or obligations hereunder, whether by operation of law or otherwise, without the prior written consent of Dori Capital. Notwithstanding the foregoing, Customer may assign or transfer this Agreement in its entirety, without the consent of Dori Capital, in connection with a merger or sale of all or substantially all of its assets. Any purported assignment in violation of this Section will be null and void. This Agreement will bind and inure to the benefit of the Parties, their respective successors, and permitted assigns.
12.3 Governing Law; Venue
This Agreement, and any disputes arising out of or related hereto, will be governed exclusively by the internal laws of the State of ____, without regard to its conflicts of laws rules or the United Nations Convention on the International Sale of Goods. The state and federal courts located in ____ County, ____ will have exclusive jurisdiction to adjudicate any dispute arising out of or relating to this Agreement. Each Party hereby consents to the exclusive jurisdiction of such courts.
12.4 Notices
All notices under this Agreement will be in writing addressed to the Parties at the addresses set forth on the Order and will be deemed to have been duly given: (a) upon receipt if personally delivered or sent by certified or registered mail with return receipt requested; and (b) the first business day after sending by email or by next day delivery by a recognized overnight delivery service.
12.5 Relationship of the Parties; Third Party Beneficiaries
The Parties are independent contractors and this Agreement does not create a partnership, franchise, joint venture, agency, fiduciary, or employment relationship between the Parties. There are no third-party beneficiaries to this Agreement.
12.6 Waiver
No failure or delay by either Party in exercising any right under this Agreement will constitute a waiver of that right.
12.7 Severability
If any provision of this Agreement is held by a court of competent jurisdiction to be invalid or unenforceable, such provision will be modified by the court and interpreted so as best to accomplish the objectives of the original provision to the fullest extent permitted by law, and the remaining provisions of this Agreement will remain in full force and effect.
12.8 Entire Agreement
This Agreement, including any addenda hereto and all Order Forms, constitutes the entire agreement between the Parties and supersedes all prior and contemporaneous agreements, proposals, or representations, written or oral, concerning the subject matter herein. No modification, amendment, or waiver of any provision of this Agreement will be effective unless in writing and signed by each of the Parties. To the extent of any conflict or inconsistency between the provisions in the body of this Agreement and any addendum hereto or any Order Form, the terms of such addendum or Order Form will prevail. Notwithstanding any language to the contrary therein, no terms or conditions stated in any Customer purchase order or other Customer order documentation (excluding Order Forms) will be incorporated into or form any part of this Agreement, and all such terms or conditions will be null and void. As used herein, the words “include” and “including” shall be deemed to be followed by the words “without limitation.”