Terms of Service

These Terms of Service ("Terms," "Agreement") govern your access to and use of the services provided by DOCPATH SYSTEM LLC ("Company," "we," "our," or "us"). By engaging our services, accessing our website, or utilizing our intellectual property, you ("Client," "you," "your") agree to be bound by these Terms.

1. Definitions & Interpretation

2. Service Engagement & Scope

2.1. Service Initiation

Services commence upon:

• Execution of a written Service Agreement or Statement of Work
• Receipt of initial payment as specified in the agreement
• Provision of necessary Client Materials and access
• Mutual agreement on project timeline and key milestones

2.2. Scope Management

Any changes to the Project Scope require:

1. Written Change Request submitted by either party
2. Impact assessment including timeline and cost implications
3. Mutual written agreement via Change Order
4. Adjustment to payment schedule if applicable

2.3. Client Responsibilities

Client agrees to:

• Provide accurate and complete information necessary for service delivery
• Designate a primary contact with decision-making authority
• Provide timely feedback and approvals as requested
• Secure necessary internal permissions for system access and implementation
• Maintain adequate backups of all Client Materials

3. Fees & Payment Terms

3.1. Fee Structure

Services are provided under the following fee structures:

• Fixed Project Fees: Specified in Service Agreement for defined scope
• Hourly Rates: Applied to services outside defined scope or consultation hours
• Retainer Agreements: Monthly or quarterly fees for ongoing support
• Expenses: Reimbursable expenses as pre-approved in writing

3.2. Payment Terms

Unless otherwise specified in Service Agreement:

• 50% payment due upon agreement execution
• 25% payment due upon delivery of primary deliverables
• 25% payment due upon project completion
• Invoices are due within 15 days of receipt
• Late payments incur 1.5% monthly interest or maximum allowed by law

4. Intellectual Property Rights

4.1. DOCPATH SYSTEM IP

DOCPATH SYSTEM LLC retains all rights to:

• Proprietary methodologies, frameworks, and processes
• Pre-existing intellectual property utilized in service delivery
• Documentation templates, protocol structures, and standardized approaches
• Tools, software, and systems developed internally

4.2. Client Deliverables

Upon full payment, Client receives:

• Non-exclusive, perpetual license to use custom deliverables
• Right to implement recommended structures within Client's organization
• Ownership of final reports and specific Client-customized outputs
• Exclusion: DOCPATH SYSTEM retains right to reuse methodologies and approaches

4.3. Client Materials

Client retains all rights to Client Materials. By providing Client Materials, Client grants DOCPATH SYSTEM:

• Limited license to use, modify, and process for service delivery
• Right to create derivative works necessary for service completion
• License terminates upon project completion or termination

5. Confidentiality

5.1. Confidential Information

Both parties agree to protect confidential information including:

• Business processes, strategies, and operational details
• Financial information and pricing structures
• Technical specifications and system architectures
• Employee and customer information
• Proprietary methodologies and trade secrets

5.2. Protection Obligations

Receiving party agrees to:

1. Use confidential information only for permitted purposes
2. Implement reasonable security measures
3. Limit access to employees with need-to-know
4. Maintain confidentiality for 3 years post-termination

5.3. Exclusions

Confidentiality obligations do not apply to information that:

• Was publicly known at time of disclosure
• Becomes publicly known through no fault of receiving party
• Was independently developed without reference to confidential information
• Is required to be disclosed by law or legal process

6. Warranties & Limitations

6.1. Service Warranties

DOCPATH SYSTEM warrants that:

• Services will be performed with reasonable skill and care
• Deliverables will conform to specifications in Service Agreement
• Personnel assigned possess appropriate qualifications
• Services do not infringe third-party intellectual property rights

6.2. Disclaimer of Warranties

EXCEPT AS EXPRESSLY STATED HEREIN, SERVICES ARE PROVIDED "AS IS" WITHOUT WARRANTY OF ANY KIND. WE DISCLAIM ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING MERCHANTABILITY, FITNESS FOR PARTICULAR PURPOSE, AND NON-INFRINGEMENT.

6.3. Limitation of Liability

IN NO EVENT SHALL DOCPATH SYSTEM'S TOTAL LIABILITY EXCEED THE AMOUNT PAID BY CLIENT FOR THE SPECIFIC SERVICES GIVING RISE TO THE CLAIM. WE SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES.

7. Termination

7.1. Termination Rights

Either party may terminate this Agreement:

• For Convenience: With 30 days written notice
• For Cause: Immediately upon material breach
• Automatic Termination: Upon completion of all Services

7.2. Termination for Cause

Material breaches include but are not limited to:

• Non-payment of fees for 60+ days
• Violation of intellectual property rights
• Breach of confidentiality obligations
• Misrepresentation of authority or information

7.3. Post-Termination Obligations

Upon termination:

1. Client pays for all services rendered through termination date
2. DOCPATH SYSTEM delivers completed work to date
3. Both parties return or destroy confidential information
4. Intellectual property rights provisions survive termination

8. Dispute Resolution

8.1. Informal Resolution

Parties agree to attempt informal resolution:

• Written notice of dispute to designated contacts
• 30-day negotiation period
• Executive-level mediation if initial negotiation fails

8.2. Arbitration

If informal resolution fails:

• Binding arbitration in Santa Fe, New Mexico
• American Arbitration Association rules apply
• Arbitrator's decision final and binding
• Each party bears own costs unless arbitrator decides otherwise

8.3. Governing Law

This Agreement is governed by New Mexico law without regard to conflict of law principles.

9. General Provisions

9.1. Entire Agreement

This Agreement, together with any Service Agreements, constitutes the entire understanding between parties and supersedes all prior agreements.

9.2. Amendments

Amendments must be in writing and signed by authorized representatives of both parties.

9.3. Assignment

Client may not assign this Agreement without our prior written consent. We may assign to affiliates or successors.

9.4. Force Majeure

Neither party liable for delays or failures due to circumstances beyond reasonable control.

9.5. Severability

If any provision is invalid or unenforceable, remaining provisions remain in full effect.

9.6. Notices

All notices must be in writing and sent to addresses in Service Agreement or via email with confirmation.

10. Acceptance & Acknowledgment

By engaging DOCPATH SYSTEM services, you acknowledge that:

• You have read, understood, and agree to these Terms
• You have authority to enter into this Agreement on behalf of your organization
• These Terms constitute a legally binding agreement
• You accept electronic communications as valid notice
• These Terms may be updated periodically with notice