Last Updated: July 27, 2020
Welcome to Contract Cloud! We’re glad you’re here and we hope you enjoy everything we have to offer. These Terms of Service (these “Terms”) govern your access to and use of this website, including our contract and project management platform and all associated services, tools, and software applications (together, the “Platform”), which is made available by Contract Cloud, Inc. (“Contract Cloud,” “we,” “us,” or “our”). As used in these Terms, “Platform” includes all Platform content, related documentation, and underlying technology, as well as all updates, upgrades, improvements, bug fixes, and other modifications to the same. These Terms apply to all users of the Platform, including subscribing organizations and their respective users.
We may modify these Terms at any time. Unless a change specifies a delayed effective date, all changes will be effective immediately upon posting to the Platform. By accessing or using the Platform after changes are posted, you agree to those changes. Material changes will be clearly posted on the Platform or otherwise communicated to you.
Arbitration Notice: These Terms contain a binding arbitration provision. If a dispute between you and Contract Cloud cannot be resolved by consultation or mediation, that dispute will be resolved by mandatory binding arbitration and you waive any right to participate in a class action lawsuit or class-wide arbitration.
TABLE OF CONTENTS
access or use any Platform for purposes other than the Permitted Use;
create a Platform account or otherwise access or use the Platform if you are a direct competitor of Contract Cloud;
create a Platform account or otherwise access or use the Platform if you are under the age of 18;
use the Platform or any part thereof in a way that infringes on the rights of any person or entity;
copy, reproduce, sell, license, rent, reconfigure, reverse-engineer, disassemble, decompile, prepare any derivative works of, discover the underlying ideas behind, discover the source code of, combine with other computer code or materials, translate, adapt, update, or modify the Platform or any part thereof;
obscure, remove, or alter any proprietary markings, designations, or notices in or on the Platform;
send any unsolicited messages, chain letters, spam, or junk mail using the Platform;
harvest or collect information about any Platform users without their express consent;
transmit using the Platform any material that contains any viruses, Trojan horses, worms, time bombs, cancelbots, malware, adware, or other harmful computer code or programming routines;
use any robot, spider, site search or retrieval application, or other manual or automatic device or process to retrieve, index, or “data mine” the Platform or in any way reproduce or circumvent the navigational structure or presentation of the Platform or its contents, authentications, or security measures;
“frame” or “mirror” any part of the Platform without Contract Cloud’s prior written consent;
develop, assist in developing, or have developed on your own or any other person’s behalf software, products, or services that compete with or are substantially similar to the Platform;
use the Platform for any benchmarking or competitive purposes or in any manner contrary to Contract Cloud’s public image, goodwill, or reputation;
commercially exploit or profit from the Platform or any content thereof in any manner whatsoever;
impersonate or attempt to impersonate another person or business while using the Platform;
provide inaccurate information via the Platform;
use the Platform for unlawful purposes or in violation of any law or regulation;
post or otherwise provide content that is libelous, defamatory, threatening, harassing, invasive of privacy, abusive, tortious, hateful, discriminatory, pornographic, or obscene;
commit fraud or falsify information in connection with your use of the Platform; or
transfer your Platform account to or share your Platform account with any other person.
The Platform may allow you to enter, submit, upload, transmit, or otherwise provide data, information, messages, documents, or other content via the Platform, for example, legal documents, templates, and business contact information (together, “User Content”). User Content is neither generated nor controlled by Contract Cloud. To the maximum extent permitted by applicable law, Contract Cloud is not responsible for any User Content. You are responsible for all User Content that you provide and for the legality, originality, and appropriateness thereof, as well as all consequences of its upload, publication, or transmission.
By providing User Content you warrant that you are the creator or owner of that User Content or that you otherwise have the rights, permissions, and consents necessary to provide that User Content. By providing User Content, you agree not to claim that any use of that User Content by us, any Platform user, or any third party infringes or violates your or any other person’s intellectual property rights, rights of privacy, rights of publicity, or other rights. You retain any copyright or other intellectual property right you may have in User Content that you provide, subject to the license granted to Contract Cloud below.
If you provide User Content, you hereby grant Contract Cloud a worldwide, royalty-free, fully paid-up, transferable, assignable, sublicensable license to copy, modify, adapt, reformat, excerpt, prepare derivative works of, store, publish, perform, display, and otherwise use and distribute that User Content to make that User Content available to those other Platform users, as applicable.
You understand that, as a user of the Platform, you may have access to or receive User Content provided by other Platform users that is inaccurate, objectionable, or otherwise unsuited to your purpose. Contract Cloud does not endorse, takes no responsibility for, and assumes no liability, directly or indirectly, for any User Content or for any resulting loss or damage that you may suffer.
User Content is not monitored. Contract Cloud reserves the right, but does not have the obligation, to, at any time and for any reason, review, prescreen, edit, redact, otherwise modify, reorganize, and recategorize User Content. Contract Cloud also reserves the right, but does not have the obligation, to, at any time and for any reason, delete User Content from the Platform. Contract Cloud has no obligation to archive or otherwise store any User Content. You understand that, even after removal or deletion, User Content you have provided may remain viewable to and may have been copied or stored by other Platform users.
Contract Cloud and its suppliers and licensors, as applicable, are and will remain the exclusive owners of all right, title, and interest in and to the Platform and all ideas, concepts, know-how, methodologies, techniques, discoveries, and inventions related to the same, including all patent, copyright, trademark, trade secret, and other intellectual property and proprietary rights throughout the world in or to any of the foregoing, whether owned or developed by or on behalf of Contract Cloud or its suppliers or licensors prior to, during, or after the term of the Agreement, and including all modifications, enhancements, improvements, and derivative works of any of the foregoing, regardless of when created or by whom.Any unauthorized use of any trademarks, trade dress, copyrighted materials, or any other intellectual property belonging to Contract Cloud or any third party is strictly prohibited and may be prosecuted to the fullest extent of the law. You agree to respect all copyright and other legal notices, information, and restrictions on or in any content accessed through the Platform.Contract Cloud welcomes comments regarding the Platform. If you submit comments, suggestions, or other feedback to us regarding the Platform, they will not be considered or treated as confidential. You agree to grant and hereby grant to Contract Cloud a worldwide, perpetual, irrevocable, royalty-free, fully paid-up, and fully transferable, assignable, and sublicensable right and license to reproduce, modify, disclose, display, create derivative works from, and otherwise distribute, exploit, and use any such feedback in Contract Cloud’s discretion and without attribution or compensation to you.The Platform may contain references to third-party marks and copies of third-party copyrighted materials, which are the property of their respective owners.Except as expressly stated in the Agreement, no licenses or other rights, express or implied, are granted by Contract Cloud to you under any patent, copyright, trademark, trade secret, or other intellectual property right of Contract Cloud and all such rights are reserved and retained by Contract Cloud.
Any features, materials, products, or services made available through the Platform are subject to availability. Contract Cloud may change the Platform and the features, materials, products, and services made available through the Platform at any time without notice or liability. Your purchase of a subscription is not contingent on the delivery of any future functionality or features, nor is it dependent on any oral or written public comments made by us regarding future functionality or features.We may engage third-party contractors to provide the Platform. We are responsible for our employees’ and contractors’ performance of these Terms.
You will indemnify, defend, and hold harmless Contract Cloud and its directors, officers, owners, employees, contractors, representatives, consultants, agents, suppliers, and licensors (together, “Contract Cloud Parties”) from and against all losses, claims, liabilities, demands, complaints, actions, damages, judgments, settlements, fines, penalties, expenses, and costs (including reasonable attorneys’ fees) that arise out of or in connection with (a) your access to or use of the Platform, (b) your misuse of or reliance on any material, data, other information, or User Content downloaded or otherwise obtained from the Platform, (c) your breach of these Terms, (d) your violation of or noncompliance with applicable laws or regulations, (e) your provision of User Content and information (including personal information) using the Platform, (f) any allegation that you have infringed, misappropriated, or violated the patent, copyright, trademark, trade secret, other intellectual property rights, or other rights of any third party, or (g) your negligence or willful misconduct. We reserve, and you grant to us, the exclusive right to assume the defense and control of any matter subject to indemnification by you.
You acknowledge and agree that the Platform is solely a project management tool. We do not perform services that require licensure by any government or regulatory agency or authority. Neither the Platform nor Contract Cloud reviews agreements or communications between you and any third parties nor any other documents submitted via the Platform for legal sufficiency; perform any cost-benefit analyses; draw legal conclusions; provide legal advice, opinions, or recommendations; nor address or mediate any disputes. Contract Cloud is not a provider of legal advice or services. The forms or resources provided by Contract Cloud or via the Platform are not a substitute for the advice or services of an attorney or legal consultant.
THE PLATFORM IS PROVIDED “AS IS,” “AS AVAILABLE,” AND WITHOUT ANY WARRANTY OF ANY KIND. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, CONTRACT CLOUD EXPRESSLY DISCLAIMS ALL WARRANTIES OF ANY KIND WITH RESPECT TO THE PLATFORM, INCLUDING WITHOUT LIMITATION THOSE REGARDING AVAILABILITY, QUALITY, ACCURACY, MERCHANTABILITY, FITNESS FOR ANY USE OR PURPOSE, QUIET ENJOYMENT, COMPATIBILITY WITH ANY STANDARDS OR USER REQUIREMENTS, TITLE, AND NONINFRINGEMENT, AS WELL AS ANY ARISING BY OPERATION OF LAW OR FROM A COURSE OF DEALING OR USAGE IN TRADE. CONTRACT CLOUD HAS NO RESPONSIBILITY FOR THE TIMELINESS, DELETION, MISDELIVERY, OR FAILURE TO STORE ANY USER COMMUNICATION.CONTRACT CLOUD DOES NOT WARRANT OR GUARANTEE THE QUALITY, COMPLETENESS, TIMELINESS, OR AVAILABILITY OF THE PLATFORM. CONTRACT CLOUD DOES NOT WARRANT OR GUARANTEE THAT THE PLATFORM WILL BE UNINTERRUPTED OR ERROR FREE, THAT ANY DEFECTS IN THE PLATFORM WILL BE CORRECTED, OR THAT THE PLATFORM OR THE SERVERS THAT MAKE THE PLATFORM AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL CONDITIONS OR COMPONENTS. CONTRACT CLOUD IS NOT RESPONSIBLE FOR ANY TYPOGRAPHICAL ERRORS ON THE PLATFORM.WE DO NOT GUARANTEE THE ACQUISITION OF ANY BUSINESS OR HIGHER LIKELIHOOD OF SECURING CONTRACTS, NOR DO WE CONNECT USERS WITH THOSE SEEKING BIDS. COMPANY DOES NOT WARRANT THAT THE PLATFORM WILL ALLOW YOU TO COMPLY OR ENSURE YOUR COMPLIANCE WITH ANY REGULATORY PROGRAMS OR APPLICABLE LAWS OR REGULATIONS.WE DO NOT WARRANT OR ENDORSE ANY USER DATA. ALL USER DATA IS SOLELY THE RESPONSIBILITY OF THE PERSON WHO PROVIDED THAT USER DATA. YOU ARE SOLELY RESPONSIBLE FOR ALL OF YOUR COMMUNICATIONS WITH OTHER PLATFORM USERS. YOU AGREE TO TAKE REASONABLE PRECAUTIONS IN ALL COMMUNICATIONS AND INTERACTIONS WITH OTHER USERS OF THE SITE AND WITH OTHER PERSONS WITH WHOM YOU COMMUNICATE OR INTERACT AS A RESULT OF YOUR USE OF THE PLATFORM, INCLUDING IF YOU DECIDE TO MEET OFFLINE OR IN PERSON, REGARDLESS OF WHETHER SUCH MEETINGS ARE ORGANIZED THROUGH THE PLATFORM.YOU ACKNOWLEDGE AND AGREE THAT THE PLATFORM MAY BE SUBJECT TO LIMITATIONS, DELAYS, AND OTHER PROBLEMS INHERENT IN THE USE OF TELECOMMUNICATIONS, THE INTERNET, WIRELESS NETWORKS, AND ELECTRONIC COMMUNICATIONS. CONTRACT CLOUD IS NOT RESPONSIBLE FOR ANY DELAYS, INACCURACIES, DELIVERY FAILURES, OR OTHER FAILURES OR DAMAGE RESULTING FROM THOSE PROBLEMS OR ANY OTHER PROBLEMS OUTSIDE OF CONTRACT CLOUD’S REASONABLE AND DIRECT CONTROL, INCLUDING WITHOUT LIMITATION TELECOMMUNICATIONS SERVICES, THE INTERNET, YOUR WIRELESS NETWORKS, AND ANY THIRD-PARTY SOFTWARE.YOUR USE OF THE PLATFORM IS AT YOUR OWN RISK AND YOU, ALONE, ARE RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER HARDWARE, SOFTWARE, SYSTEMS, AND NETWORKS, ANY LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OF ANY INFORMATION FROM THE PLATFORM, AND ANY OTHER DAMAGE THAT MAY BE INCURRED.CONTRACT CLOUD MAKES NO REPRESENTATION THAT THE TOOLS ARE APPROPRIATE OR AVAILABLE FOR USE IN LOCATIONS OTHER THAN THE UNITED STATES.NO ADVICE OR INFORMATION, ORAL OR WRITTEN, OBTAINED IN ANY MANNER FROM THE TOOLS CREATES ANY WARRANTY.
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL THE CONTRACT CLOUD PARTIES BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, EXEMPLARY, PUNITIVE, OR CONSEQUENTIAL LOSSES OR DAMAGES, FOR ANY LOSS OF DATA, BUSINESS, OR REVENUE, NOR FOR ANY COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, ARISING OUT OF OR IN CONNECTION WITH THE SERVICES OR THESE TERMS (INCLUDING YOUR ACCESS TO OR USE OF, OR INABILITY TO ACCESS OR USE, THE PLATFORM), WHETHER THE CLAIM IS BASED IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, WARRANTY, OR OTHERWISE, AND EVEN IF A CONTRACT CLOUD PARTY HAS EXPRESS KNOWLEDGE OF THE POSSIBILITY OF THE LOSS OR DAMAGE.ADDITIONALLY, THE CONTRACT CLOUD PARTIES’ MAXIMUM AGGREGATE LIABILITY IN CONNECTION WITH THE PLATFORM OR THESE TERMS ARISING OUT OF ANY CLAIM WHATSOEVER, REGARDLESS OF THE FORM OF ACTION, WILL BE LIMITED TO THE AMOUNT OF FEES PAID BY YOU TO CONTRACT CLOUD UNDER THESE TERMS DURING THE SIX (6)-MONTH PERIOD IMMEDIATELY PRECEDING THE DATE SUCH CLAIM AROSE.NOTWITHSTANDING ANYTHING TO THE CONTRARY ABOVE OR ELSEWHERE IN THESE TERMS, IN NO EVENT WILL THE CONTRACT CLOUD PARTIES BE LIABLE FOR LOSSES OR DAMAGES OF ANY KIND ARISING OUT OF OR IN CONNECTION WITH THIRD-PARTY SOFTWARE OR MATERIALS, INCLUDING YOUR ACCESS TO OR USE THEREOF.SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES OR LIABILITIES, SO SOME OF THE ABOVE EXCLUSIONS AND LIMITATIONS MAY NOT APPLY TO YOU.
If you have subscribed to a free trial of the Platform, we may terminate these Terms and your Platform account at any time in our sole discretion, with or without cause, without any notice or liability.IT IS SOLELY YOUR RESPONSIBILITY TO EXPORT ANY USER CONTENT YOU HAVE PROVIDED PRIOR TO THE TERMINATION OF YOUR ACCESS TO ANY FREE TRIAL. ANY USER CONTENT YOU PROVIDE DURING A FREE TRIAL WILL BE PERMANENTLY LOST AT THE CONCLUSION OF THE FREE TRIAL (OR, IF EARLIER, UPON ANY TERMINATION OF THESE TERMS) UNLESS YOU PURCHASE A SUBSCRIPTION TO, AT THE MINIMUM, THE SAME PLATFORM SERVICES AS THOSE COVERED BY THE TRIAL.
Contract Cloud may make Beta Services available to you from time to time, where “Beta Services” means features, products, or services that are related to or part of the Platform and are designated as beta, pilot, limited release, developer preview, nonproduction, evaluation, or similar description. As used in these Terms, the “Platform” includes all Beta Services. Beta Services may be subject to Additional Terms. Unless otherwise specified by Contract Cloud in writing or on the Platform, the subscription period for any Beta Services (including your right to access and use those Beta Services under these Terms) will expire one year after your first access to the Beta Service or, if earlier, the date on which we make those Beta Services generally available to our subscribers. We may, at any time and in our sole discretion, without liability or notice to you, discontinue Beta Services.
Contract Cloud will not be liable to you or to any third party for any delay or other failure to perform under these Terms that is due to causes beyond Contract Cloud’s control, including without limitation acts of God, terrorism, civil disorders, labor controversy, riot, acts of a public enemy, acts of the United States of America or any state, territory or political division thereof, fires, floods, earthquakes, blizzards, other extraordinary elements of nature, telecommunications failures, Internet failures, and similar causes and events.
These Terms are governed by the laws of the state of Illinois, without regard for its conflict of law principles, and, to the extent applicable, the federal laws of the United States.Each party will, prior to initiating a legal proceeding under the Agreement, consult with the other party regarding any claim, controversy, or dispute arising under the Agreement (“Disputes”) and will, in good faith, negotiate with the other party in an attempt to resolve the Dispute on an amicable basis for a period of 10 days. If the parties fail to resolve the Dispute during that 10-day period, the Dispute will immediately be referred to and will be resolved by non-binding mediation. Within 15 days following the written request of a party to the other to initiate mediation, the parties will jointly select a mediator. The parties will then engage in mediation. The place of mediation will be Winnebago County, Illinois, unless otherwise agreed to in writing by all parties to the mediation. If the Dispute is not resolved by mediation within 90 days following the commencement thereof, then the Dispute will be resolved by binding arbitration on an individual basis as described in the following section.However, notwithstanding the foregoing nor the following section on arbitration, in the event of any actual, alleged, or threatened violation of confidentiality or violation of Contract Cloud’s intellectual property or other proprietary rights, Contract Cloud may immediately resort to court proceedings in a court of competent jurisdiction to seek immediate injunctive relief and to do so without posting bond, proving damages, or meeting any similar requirement. Venue is exclusively in the state or federal courts, as applicable, located in Winnebago County, Illinois, with respect to any dispute arising under the Agreement. You hereby waive any objection to personal jurisdiction or improper venue in those courts, as well as any right to assert forum non conveniens. The prevailing party in any court proceedings between the parties will be entitled to recovery of its reasonable attorneys’ fees and court costs. No institution of any action for injunctive relief will constitute a waiver of the right or obligation of either party to submit any claim seeking relief other than injunctive relief to mediation or arbitration.
Except as otherwise specified in these terms, all notices, consents, and other communications permitted or required to be given under the Agreement must be in writing and addressed to the recipient and will be deemed given: upon delivery if personally delivered with fees prepaid, including by a recognized courier service; upon receipt if delivered by certified or registered mail, postage prepaid and return receipt requested, as indicated by the date on the signed receipt; or, where you are the recipient, upon delivery by email to the email address for your organization on file with Contract Cloud. Where Contract Cloud is the recipient, a copy of each communication must be sent to email@example.com in order to be valid.Please print or otherwise save a copy of these Terms and all notices, consents, and other communications for your reference.
Neither party may, without the other party’s prior written consent, use the names, logos, trademarks, or service marks of the other party, except that Contract Cloud may identify you as a customer in Contract Cloud’s marketing materials and sales presentations and on Contract Cloud’s customer lists. Prohibited uses and disclosures by you include advertising and marketing materials, publications, sales presentations, press releases, and public announcements.
If you have any questions or comments regarding these Terms, please contact us at:
Contract Cloud, Inc. Attn: Legal Department P.O. Box 173 Roscoe, IL 61073
@ Contract Cloud, Inc. 2017 - 2021. All Rights Reserved