Contract Cloud Terms of Service
Last Updated: September 18, 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
- Platform Accounts.
- Use of the Platform.
- User Content.
- Your Warranties.
- Intellectual Property Rights.
- Platform Availability and Modifications.
- Term and Termination.
- Fees and Payment Terms.
- Project Management Tool Only; No Legal Advice.
- Disclaimer of Warranties.
- Limitation of Liability.
- Free Trials.
- Beta Services.
- Force Majeure.
- Third-Party Websites and Services.
- Governing Law and Dispute Resolution.
- Arbitration Agreement; Class Waiver; Waiver of Trial by Jury.
- Use of Marks.
- Contact Us.
1. PLATFORM ACCOUNTS.
- Creating an Account. You will be required to have an account with Contract Cloud in order to access or use the Platform. You will be required to provide us with certain information in order to create an account. If such information changes at any time, please update your account to reflect those changes. In the alternative, you may be assigned a Platform account by an administrative user of the Platform at your company or organization. If you are using or logging into a Platform account assigned to you by such an administrator, please note that your administrator may be able to access, suspend, or disable your account without our involvement.
- Administrative Users. If you create a Platform account on behalf of another person, such as for employees or contractors of your company or organization, you hereby represent and warrant that you have valid authorization to act on behalf of that person and to provide us with that person’s name, email address, and related information.
- Responsibility. You are responsible for maintaining the confidentiality of any information you use in connection with the Platform, including your own log-in credentials and, in the case of administrative users, the log-in credentials for all applicable Platform accounts. You are responsible for all activity on your account. If you believe someone has accessed your account or any other account without authorization, please change your password and notify us immediately at firstname.lastname@example.org.
- Additional Terms. Your access to or use of certain features or functionality of the Platform may be subject to additional terms, conditions, rules, or policies (together, “Additional Terms”). All applicable Additional Terms are incorporated by reference into these Terms.
2. USE OF THE PLATFORM.
- Permitted Use. Provided you comply with these Terms, Contract Cloud hereby grants you a limited, nonexclusive, revocable, nontransferable, nonassignable, nonsublicensable license and right to access and use the Platform solely for your internal business purposes and, in any event, in accordance with any related documentation provided by Contract Cloud (“Permitted Use”). This license and right automatically terminates upon any failure by you to comply with these Terms.
- Subscriptions. Platform access is purchased as subscriptions. You may have the option of adding Platform subscriptions during a subscription term. Any added subscriptions will be coterminous with your existing subscriptions. Subscription quantities purchased cannot be decreased during any subscription term.
- Usage Limits. Platform usage is subject to usage limits as stated during the online order process or otherwise by Contract Cloud in writing. Unless otherwise specified by Contract Cloud in writing, usage limits are imposed on a user basis and the Platform may not and will not be accessed by more users than the number specified upon purchase and, where subscriptions are provided on a named-user basis, users will not share passwords or log-in credentials and user identification numbers or credentials may only be reassigned to a new individual replacing one who will no longer use the Platform. If you do not comply with your usage limits, Contract Cloud may require you to immediately purchase additional quantities of the applicable Platform seats promptly upon Our request and/or to pay fees attributable to the excess usage.
- Use Restrictions. You will not:
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.
- Your Responsibilities. You, alone, are responsible for setting up, maintaining, and operating your computers, other devices and hardware, operating systems, information technology infrastructure, databases, software not provided directly by Contract Cloud, Internet access, and wireless networks as necessary to receive, access, and use the Platform. You understand and agrees that Contract Cloud’s ability to provide the Platform is dependent on your timely provision of relevant data and other materials. You will obtain and maintain in effect all permissions, consents, and authorizations that are required by applicable law for you to provide those data and other materials. You will provide all cooperation and resources as Contract Cloud may reasonably request to enable Contract Cloud to perform its obligations and exercise its rights under these Terms. Contract Cloud is not liable for any delay or failure of performance to the extent caused by your delay in performing or failure to perform any of its obligations under the Agreement.
3. USER CONTENT.
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.
4. YOUR WARRANTIES.By creating an account or otherwise accessing or using the Platform, you represent and warrant that:
- you have the authority to enter into these Terms, to perform your obligations under these Terms, and to grant any rights granted under these Terms;
- you are under no contractual obligation that will interfere with your ability to perform under these Terms;
- all data, information, and content provided by you via the Platform is true, accurate, current, and complete;
- you will not provide documents that are classified or that contain controlled, unclassified information;
- you have the full ability and legal right to provide User Content to Contract Cloud as contemplated by these Terms;
- you will not access or use the Platform in any manner not permitted by these Terms;
- you will perform your obligations and exercise your rights under these Terms in compliance with all applicable laws and regulations (including any applicable export or import laws or regulations);
- you will respect the privacy, property, and data protection rights of other Platform users;
- you will fulfill all commitments you make in connection with or through the Platform, including providing payment and being responsive;
- you will act professionally and responsibly in all interactions in connection with the Platform; and
- you do not have any motivation, status, or interest that Contract Cloud may reasonably wish to know about in connection with the Platform, including if you are using or will or intend to use the Platform for any journalistic, investigative, or competitive purpose and you will promptly disclose to Contract Cloud in writing any such motivation, status, or interest, whether existing prior to registration or as arises during your use of the Platform.
5. INTELLECTUAL PROPERTY RIGHTS.
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.
6. PLATFORM AVAILABILITY AND MODIFICATIONS.
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.
7. TERM AND TERMINATION.
- Term. These Terms commence upon your first access to or use of the Platform and will continue in effect until the earlier of (a) your nonpayment of fees, (b) expiration or other termination of your Platform subscription, or (c) termination in accordance with these Terms.
- Renewal. Subscriptions will automatically renew for subsequent renewal periods equal in length to the initial subscription term or one year (whichever is shorter), unless either party gives the other notice of nonrenewal at least 30 days before the end of the then-current initial or renewal subscription term, as applicable. We reserve the right to modify our pricing and subscription plans as described in this paragraph at any time by posting those modifications on the Platform or otherwise notifying you, provided those modifications will not become effective until your next renewal term. The per-unit pricing during any renewal term may increase by up to 10% above the applicable pricing in the prior term, unless we provide you notice of the rate change 60 or more days prior to the next renewal term, in which event we may increase rates by more than 10%. Renewal of any promotional or one-time priced subscriptions will be at the list price in effect at the time of the applicable renewal. Notwithstanding anything to the contrary elsewhere in this Agreement, any renewal in which subscription parameters have decreased from the prior term will result in a re-pricing at renewal without regard to the prior term’s per-unit pricing.
- Termination by You. You may terminate these Terms at any time by giving us written notice of termination during our normal business hours (such termination to be effective upon the end of the then-current 30-day subscription term), but you will be obligated to pay for any unpaid fees for the period up to and including the effective date of termination.
- Suspension, Deactivation, and Termination. Contract Cloud may suspend, deactivate, or terminate your Platform account or your use of the Platform, and may terminate these Terms, without notice or liability, if you breach these Terms or any related agreement, if any fees remain unpaid for more than 10 days following any due date, upon any unauthorized use of your username or password, if you act in an abusive manner, or if you act in a manner inconsistent with applicable laws or regulations. Contract Cloud additionally reserves the right, in its sole discretion, to instigate, without notice, appropriate legal actions or proceedings to seek appropriate remedies and/or damages, including but not limited to lost revenue, repairs, legal fees, costs and expenses, and to seek injunctions or other equitable remedies. If we terminate these Terms you will remain obligated to pay us any and all unpaid fees covering the remainder of the then-current initial or renewal subscription term (as applicable).
- Access to User Content. We will have no obligation to retain or provide to you any of your User Content upon or after any termination, and will thereafter dispose of all copies of User Content in our systems unless legally prohibited. We reserve the right to withhold User Content if your account is past due at termination.
- Survival. Any provisions of these Terms that are intended to survive termination (including any provisions regarding indemnification, limitation of our liability, or dispute resolution) will continue in effect beyond any termination of these Terms or of your access to or use of the Platform.
8. FEES AND PAYMENT TERMS.
You will pay to Contract Cloud all fees and amounts payable under these Terms, including all amounts specified during the online order process or described elsewhere on the Services and all such amounts must be remitted through our website except where you are provided with other options. Unless otherwise specified by Contract Cloud in writing, recurring fees are due monthly or annually in advance, as applicable, depending on the subscription plan you have selected and any one-time upfront fees are due upon your acceptance of these Terms or, if earlier, your first use of the Platform. All amounts invoiced by Contract Cloud are due within 30 days of the date of the invoice.
All payment obligations under these Terms are nonrefundable. Fees are exclusive of any applicable sales taxes and similar charges. You are responsible for any taxes and similar charges imposed as a direct result of the Platform, excluding any taxes on Contract Cloud’s net income. Any amounts not paid when due will bear late charges equal to the rate of 1.5% per month or the maximum rate permitted by applicable law, whichever is less.
- Confidential Information. “Confidential Information” means all information disclosed in connection with the Platform or these Terms by or on behalf of either party (“Disclosing Party”) to the other party or otherwise obtained by the other party (“Receiving Party”), whether or not identified as “confidential,” that the disclosing party considers or protects as confidential and that should be reasonably understood to be confidential given the content of the information and the circumstances of its disclosure. Confidential Information may be in any form. Confidential Information is solely the property of the Disclosing Party.
- Exclusions. The Disclosing Party’s Confidential Information does not include information that (i) is or becomes generally available to the public other than as a result of a direct or indirect disclosure by the Receiving Party; (ii) is or becomes available to the Receiving Party from a third-party source not under an obligation of confidentiality to the Disclosing Party; (iii) was lawfully known to the Receiving Party prior to its disclosure by or on behalf of the Disclosing Party; or (iv) is independently developed by the Receiving Party without use of or reference to the Disclosing Party’s Confidential Information.
- Nonuse; Nondisclosure. The Receiving Party will not use the Disclosing Party’s Confidential Information for any purpose except as necessary to perform its obligations or exercise its rights under the Agreement. The Receiving Party will not disclose the Disclosing Party’s Confidential Information except to its employees and contractors who have a need to know for purposes of performing the Receiving Party’s obligations or exercising the Receiving Party’s rights under the Agreement, provided those persons are bound by confidentiality obligations as least as stringent as those contained in the Agreement. The Receiving Party will use the same measures to protect the Disclosing Party’s Confidential Information from unauthorized use and disclosure as it uses to protect its own most confidential information, but in no event less than a reasonable degree of care. The Receiving Party will be responsible for any breaches of this section by its employees or contractors. Notwithstanding anything to the contrary in this Section 10, nothing in this Section 10 (i) limits or interferes with Contract Cloud’s rights to use User Content as described elsewhere in these Terms nor (ii) expands your rights to use the Platform beyond those rights expressly provided in these Terms. Upon any termination of these Terms or your Platform subscription, you will immediately cease all access to and use of Contract Cloud’s Confidential Information and promptly destroy all of Contract Cloud’s Confidential Information in your possession, custody, or control.
- Third-Party Requests. If a third party requests that the Receiving Party disclose the Disclosing Party’s Confidential Information pursuant to a subpoena, summons, search warrant, governmental order, or other lawful process, the Receiving Party will notify the Disclosing Party in writing promptly upon its receipt of the request to the extent permitted by law and will, at the Disclosing Party’s expense, provide cooperation as the Disclosing Party may reasonably request in resisting the release of the Confidential Information. If the Receiving Party remains obligated to release the Confidential Information, the Receiving Party may release the requested Confidential Information, provided it releases only the Confidential Information that the Receiving Party’s legal counsel advises is required to be released in order to comply with the request.
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.
12. PROJECT MANAGEMENT TOOL ONLY; NO LEGAL ADVICE.
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.
13. DISCLAIMER OF WARRANTIES.
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.
14. LIMITATION OF LIABILITY.
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.
15. FREE TRIALS.
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.
16. BETA SERVICES.
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.
17. FORCE MAJEURE.
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.
18. THIRD-PARTY WEBSITES AND SERVICES.
19. GOVERNING LAW AND DISPUTE RESOLUTION.
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.
20. ARBITRATION AGREEMENT; CLASS WAIVER; WAIVER OF TRIAL BY JURY
- Applicability. Any Dispute that is not resolved by consultation or mediation as described above will be resolved by binding arbitration on an individual basis as described in this section (this “Arbitration Agreement”). Please read the following paragraphs carefully because they require you to arbitrate disputes with Contract Cloud and limit the manner in which you can seek relief from us. This Arbitration Agreement applies to you, all Contract Cloud Parties, their respective predecessors in interest, successors in interest, and assigns, and all authorized and unauthorized users of the Platform.
- Arbitrator. Arbitration proceedings will be administered by the American Arbitration Association (“AAA”) before a three-arbitrator panel. Each party will appoint one arbitrator and those two arbitrators will, together, agreed upon a third arbitrator. The decision of the panel will be final and binding. Any final award or judgment may be filed and enforced in any court of competent jurisdiction. The prevailing party will bear all costs of arbitration, including all attorneys’ fees. Any arbitration proceeding cannot be consolidated or joined with any other proceeding and will not proceed as a class action. The parties understand that they would have had a right or opportunity to litigate Disputes through a court, to have a judge or jury decide their case, and to participate in a class action or other proceeding involving multiple claimants, but they have instead chosen to have all Disputes decided through individual arbitration.
- Place; Federal Arbitration Act. The place of arbitration will be Winnebago County, Illinois, unless otherwise agreed to in writing by all parties to the arbitration. This Arbitration Agreement evidences a transaction involving interstate commerce and the Federal Arbitration Act, 9 U.S.C. Sections 1-16, will govern the interpretation, enforcement, and proceedings pursuant to this Arbitration Agreement.
- Confidentiality. Any and all actions taken under this Arbitration Agreement, including all filings, orders, judgments, and awards made in any arbitration proceeding, are confidential and must not be disclosed to any third party.
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.
22. USE OF MARKS.
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.
- Relationship of the Parties. Contract Cloud is an independent contractor. The Agreement does not create any agency, partnership, joint venture relationship, other form of joint enterprise, employment, or fiduciary relationship between the parties, their affiliates, or their respective employees, contractors, or agents. Neither party has any authority to contract for or bind the other party in any manner or make any representation or commitment on behalf of the other party.
- Audit. Upon reasonable prior written notice and in a manner that does not unreasonably disrupt your day-to-day operations, Contract Cloud and its designated representatives may, at Contract Cloud’s expense, audit, examine, and make copies of data and other information in the possession or control of you that relate to or concern your compliance with the Agreement.
- Assignment. You will not assign or transfer these Terms or any of your rights or obligations under these Terms, whether by operation of law or otherwise, without Contract Cloud’s prior written consent, such consent not to be unreasonably withheld. Any attempted assignment by Licensee will be void. Contract Cloud may assign these Terms and any of its rights or obligations under these Terms at any time to any party without your consent. Subject to the foregoing, the Agreement is binding upon and inures to the benefit of the parties’ respective successors and assigns.
- No Third-Party Beneficiaries. These Terms do not confer any rights, remedies, or benefits upon any person other than you and Contract Cloud.
- Interpretation. If any term of the Agreement is held to be invalid or unenforceable in any jurisdiction, that term will be ineffective in that jurisdiction to the extent of the invalidity or unenforceability, without invalidating any other term of the Agreement. The headings in these Terms are for convenience only and will not affect the construction or interpretation of these Terms.
24. CONTACT US.
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